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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20222023
OR
oTRANSITION 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
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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, $0.01 par valueCGBDThe 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   Accelerated filer o
Non-accelerated filer 
o
  Smaller reporting company o
Emerging growth company 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  
The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at November 7, 20226, 2023 was 51,363,799.50,794,941.



Carlyle Secured Lending, Inc.
INDEX
 
Part I.Financial Information
Item 1.Financial Statements
2022
Item 2.
Item 3.
Item 4.
Part II.Other Information
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
2




CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollar amounts in thousands, except per share data)
September 30, 2022December 31, 2021September 30, 2023December 31, 2022
ASSETSASSETS(unaudited) ASSETS(unaudited) 
Investments, at fair valueInvestments, at fair valueInvestments, at fair value
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)41,863 30,286 
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)1,948,957 1,913,052 
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,609,840 and $1,734,252, respectively)Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,609,840 and $1,734,252, respectively)$1,556,390 $1,671,488 
Investments—non-controlled/affiliated, at fair value (amortized cost of $45,947 and $44,626, respectively)Investments—non-controlled/affiliated, at fair value (amortized cost of $45,947 and $44,626, respectively)52,670 45,367 
Investments—controlled/affiliated, at fair value (amortized cost of $271,097 and $271,097, respectively)Investments—controlled/affiliated, at fair value (amortized cost of $271,097 and $271,097, respectively)251,415 263,022 
Total investments, at fair value (amortized cost of $1,926,884 and $2,049,975, respectively)Total investments, at fair value (amortized cost of $1,926,884 and $2,049,975, respectively)1,860,475 1,979,877 
Cash, cash equivalents and restricted cashCash, cash equivalents and restricted cash68,644 93,074 Cash, cash equivalents and restricted cash55,218 30,506 
Receivable for investment sold/repaid4,884 530 
Deferred financing costs3,558 3,066 
Interest receivable from non-controlled/non-affiliated investments14,311 11,011 
Interest receivable from non-controlled/affiliated investments624 611 
Interest and dividend receivable from controlled/affiliated investments9,393 8,522 
Receivable for investments soldReceivable for investments sold1,528 
Interest and dividend receivableInterest and dividend receivable33,539 24,023 
Prepaid expenses and other assetsPrepaid expenses and other assets3,661 1,484 Prepaid expenses and other assets7,515 5,763 
Total assetsTotal assets$2,054,032 $2,031,350 Total assets$1,956,750 $2,041,697 
LIABILITIESLIABILITIESLIABILITIES
Secured borrowings (Note 7)$423,959 $407,655 
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)189,688 189,584 
Debt and Secured Borrowings, net of unamortized debt issuance costs of $2,160 and $2,449, respectively (Note 7)Debt and Secured Borrowings, net of unamortized debt issuance costs of $2,160 and $2,449, respectively (Note 7)$1,003,296 $1,077,192 
Payable for investments purchasedPayable for investments purchased13,872 323 Payable for investments purchased— 287 
Interest and credit facility fees payable (Notes 7 and 8)5,240 2,467 
Dividend payable (Note 10)20,625 20,705 
Interest and credit facility fees payable (Note 7)Interest and credit facility fees payable (Note 7)7,340 6,749 
Dividend payable (Note 9)Dividend payable (Note 9)22,321 22,446 
Base management and incentive fees payable (Note 4)Base management and incentive fees payable (Note 4)13,748 11,819 Base management and incentive fees payable (Note 4)12,636 12,681 
Administrative service fees payable (Note 4)Administrative service fees payable (Note 4)1,409 482 Administrative service fees payable (Note 4)2,577 1,711 
Other accrued expenses and liabilitiesOther accrued expenses and liabilities2,872 2,728 Other accrued expenses and liabilities2,136 3,208 
Total liabilitiesTotal liabilities1,118,381 1,082,546 Total liabilities1,050,306 1,124,274 
Commitments and contingencies (Notes 9 and 12)
Commitments and contingencies (Notes 8 and 11)Commitments and contingencies (Notes 8 and 11)
EQUITYEQUITYEQUITY
NET ASSETSNET ASSETSNET ASSETS
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, respectively50,000 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, respectively517 532 
Cumulative convertible preferred stock, $0.01 par value; 2,000,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022Cumulative convertible preferred stock, $0.01 par value; 2,000,000 shares issued and outstanding as of September 30, 2023 and December 31, 202250,000 50,000 
Common stock, $0.01 par value; 198,000,000 shares authorized; 50,794,941 and 51,060,136 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectivelyCommon stock, $0.01 par value; 198,000,000 shares authorized; 50,794,941 and 51,060,136 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively508 511 
Paid-in capital in excess of par valuePaid-in capital in excess of par value1,031,322 1,052,427 Paid-in capital in excess of par value1,018,234 1,022,224 
Offering costsOffering costs(1,633)(1,633)Offering costs(1,633)(1,633)
Total distributable earnings (loss)Total distributable earnings (loss)(144,555)(152,522)Total distributable earnings (loss)(160,665)(153,679)
Total net assetsTotal net assets$935,651 $948,804 Total net assets$906,444 $917,423 
NET ASSETS PER COMMON SHARENET ASSETS PER COMMON SHARE$17.16 $16.91 NET ASSETS PER COMMON SHARE$16.86 $16.99 

The accompanying notes are an integral part of these consolidated financial statements.
3


CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share data) (unaudited)
For the three month periods endedFor the nine month periods ended Three months ended September 30,Nine months ended September 30,
September 30, 2022September 30, 2021September 30, 2022September 30, 2021 2023202220232022
Investment income:Investment income:Investment income:
From non-controlled/non-affiliated investments:From non-controlled/non-affiliated investments:From non-controlled/non-affiliated investments:
Interest incomeInterest income$36,245 $32,946 $97,986 $92,920 Interest income$45,074 $36,245 $132,988 $97,986 
PIK incomePIK income4,337 2,441 11,786 6,884 PIK income5,192 4,337 13,875 11,786 
Other incomeOther income2,971 750 6,565 4,618 Other income766 2,971 2,644 6,565 
Total investment income from non-controlled/non-affiliated investmentsTotal investment income from non-controlled/non-affiliated investments43,553 36,137 116,337 104,422 Total investment income from non-controlled/non-affiliated investments51,032 43,553 149,507 116,337 
From non-controlled/affiliated investments:From non-controlled/affiliated investments:From non-controlled/affiliated investments:
Interest incomeInterest income1,254 47 1,350 130 Interest income966 1,254 4,154 1,350 
PIK incomePIK income6,809 — 6,809 — PIK income225 6,809 446 6,809 
Other incomeOther incomeOther income
Total investment income from non-controlled/affiliated investmentsTotal investment income from non-controlled/affiliated investments8,066 49 8,166 138 Total investment income from non-controlled/affiliated investments1,193 8,066 4,606 8,166 
From controlled/affiliated investments:From controlled/affiliated investments:From controlled/affiliated investments:
Interest incomeInterest income— 46 3,873 157 Interest income— — — 3,873 
Dividend incomeDividend income7,524 7,523 22,572 22,539 Dividend income8,276 7,524 24,828 22,572 
Other incomeOther income— 272 10 Other income— — — 272 
Total investment income from controlled/affiliated investmentsTotal investment income from controlled/affiliated investments7,524 7,576 26,717 22,706 Total investment income from controlled/affiliated investments8,276 7,524 24,828 26,717 
Total investment incomeTotal investment income59,143 43,762 151,220 127,266 Total investment income60,501 59,143 178,941 151,220 
Expenses:Expenses:Expenses:
Base management fees (Note 4)Base management fees (Note 4)7,262 7,233 21,425 21,024 Base management fees (Note 4)7,080 7,262 21,501 21,425 
Incentive fees (Note 4)Incentive fees (Note 4)6,451 4,516 16,137 13,193 Incentive fees (Note 4)5,530 6,451 16,595 16,137 
Professional feesProfessional fees787 836 2,322 2,444 Professional fees684 787 1,896 2,322 
Administrative service fees (Note 4)Administrative service fees (Note 4)470 400 1,337 1,057 Administrative service fees (Note 4)369 470 866 1,337 
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 
Interest expense and credit facility fees (Note 7)Interest expense and credit facility fees (Note 7)18,222 11,937 53,376 28,723 
Directors’ fees and expensesDirectors’ fees and expenses173 154 519 420 Directors’ fees and expenses103 173 333 519 
Other general and administrativeOther general and administrative461 420 1,237 1,292 Other general and administrative552 461 1,495 1,237 
Total expensesTotal expenses27,541 21,513 71,700 62,438 Total expenses32,540 27,541 96,062 71,700 
Net investment income (loss) before taxesNet investment income (loss) before taxes31,602 22,249 79,520 64,828 Net investment income (loss) before taxes27,961 31,602 82,879 79,520 
Excise tax expenseExcise tax expense449 163 978 426 Excise tax expense850 449 2,023 978 
Net investment income (loss)Net investment income (loss)31,153 22,086 78,542 64,402 Net investment income (loss)27,111 31,153 80,856 78,542 
Net realized gain (loss) and net change in unrealized appreciation (depreciation):Net realized gain (loss) and net change in unrealized appreciation (depreciation):Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:Net realized gain (loss) on investments:Net realized gain (loss) on investments:
Non-controlled/non-affiliated investmentsNon-controlled/non-affiliated investments(4,508)7,565 (586)11,181 Non-controlled/non-affiliated investments(142)(4,508)(21,636)(586)
Non-controlled/affiliated investments— — — 
Controlled/affiliated investmentsControlled/affiliated investments— — 1,971 — Controlled/affiliated investments— — 188 1,971 
Currency gains (losses) on non-investment assets and liabilities(71)(9)(478)(147)
Net realized currency gain (loss) on non-investment assets and liabilitiesNet realized currency gain (loss) on non-investment assets and liabilities406 (71)398 (478)
Net change in unrealized appreciation (depreciation) on investments:Net change in unrealized appreciation (depreciation) on investments:Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investmentsNon-controlled/non-affiliated investments1,899 4,574 (30,783)38,828 Non-controlled/non-affiliated investments4,234 1,899 9,314 (30,783)
Non-controlled/affiliated investmentsNon-controlled/affiliated investments1,974 1,683 5,562 3,219 Non-controlled/affiliated investments686 1,974 5,982 5,562 
Controlled/affiliated investmentsControlled/affiliated investments1,922 9,730 6,492 7,087 Controlled/affiliated investments(4,605)1,922 (11,607)6,492 
Net change in unrealized currency gains (losses) on non-investment assets and liabilitiesNet change in unrealized currency gains (losses) on non-investment assets and liabilities5,461 1,991 12,458 1,820 Net change in unrealized currency gains (losses) on non-investment assets and liabilities2,297 5,461 (808)12,458 
Net realized and unrealized gain (loss) on investments and non-investment assets and liabilities6,677 25,534 (5,364)61,990 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilitiesNet realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities2,876 6,677 (18,169)(5,364)
Net increase (decrease) in net assets resulting from operationsNet increase (decrease) in net assets resulting from operations37,830 47,620 73,178 126,392 Net increase (decrease) in net assets resulting from operations29,987 37,830 62,687 73,178 
Preferred stock dividendPreferred stock dividend875 875 2,625 2,625 Preferred stock dividend875 875 2,625 2,625 
Net increase (decrease) in net assets resulting from operations attributable to Common StockholdersNet increase (decrease) in net assets resulting from operations attributable to Common Stockholders$36,955 $46,745 $70,553 $123,767 Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$29,112 $36,955 $60,062 $70,553 
Basic and diluted earnings per common share (Note 9)Basic and diluted earnings per common share (Note 9)
4

CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS(continued)OPERATIONS (continued)
(dollar amounts in thousands, except per share data) (unaudited)
Basic and diluted earnings per common share (Note 10)
Three months ended September 30,Nine months ended September 30,
2023202220232022
BasicBasic$0.71 $0.87 $1.35 $2.27 Basic$0.57 $0.71 $1.18 $1.35 
DilutedDiluted$0.66 $0.80 $1.27 $2.11 Diluted$0.54 $0.66 $1.11 $1.27 
Weighted-average shares of common stock outstanding (Note 10)
Weighted-average shares of common stock outstanding (Note 9)Weighted-average shares of common stock outstanding (Note 9)
BasicBasic51,863,022 53,955,338 52,388,355 54,506,760 Basic50,794,941 51,863,022 50,825,315 52,388,355 
DilutedDiluted57,182,634 59,230,725 57,707,967 59,782,147 Diluted55,993,539 57,182,634 56,289,108 57,707,967 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
5


CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(dollar amounts in thousands) (unaudited)
For the nine month periods ended
September 30, 2022September 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 liabilities12,458 1,820 
Net increase (decrease) in net assets resulting from operations73,178 126,392 
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 period948,804 901,363 
Net Assets at end of period$935,651 $944,394 
Nine months ended September 30,
20232022
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)$80,856 $78,542 
Net realized gain (loss) on investments and non-investment assets and liabilities(21,050)907 
Net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities2,881 (6,271)
Net increase (decrease) in net assets resulting from operations62,687 73,178 
Capital transactions:
Repurchase of common stock(3,993)(21,120)
Dividends declared on preferred and common stock (Note 9)(69,673)(65,211)
Net increase (decrease) in net assets resulting from capital transactions(73,666)(86,331)
Net increase (decrease) in net assets(10,979)(13,153)
Net assets at beginning of period917,423 948,804 
Net assets at end of period$906,444 $935,651 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
6


CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands) (unaudited)
For the nine month periods ended Nine months ended September 30,
September 30, 2022September 30, 2021 20232022
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operationsNet increase (decrease) in net assets resulting from operations$73,178 $126,392 Net increase (decrease) in net assets resulting from operations$62,687 $73,178 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: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 costsAmortization of deferred financing costs1,087 759 Amortization of deferred financing costs899 1,087 
Net accretion of discount on investmentsNet accretion of discount on investments(7,934)(6,530)Net accretion of discount on investments(5,787)(7,934)
Paid-in-kind interestPaid-in-kind interest(20,842)(6,958)Paid-in-kind interest(15,215)(20,842)
Net realized (gain) loss on investmentsNet realized (gain) loss on investments(1,385)(11,183)Net realized (gain) loss on investments21,448 (1,385)
Net realized currency (gain) loss on non-investment assets and liabilitiesNet realized currency (gain) loss on non-investment assets and liabilities478 147 Net realized currency (gain) loss on non-investment assets and liabilities(398)478 
Net change in unrealized (appreciation) depreciation on investmentsNet change in unrealized (appreciation) depreciation on investments18,729 (49,134)Net change in unrealized (appreciation) depreciation on investments(3,689)18,729 
Net change in unrealized currency (gains) losses on non-investment assets and liabilities(12,458)(1,820)
Net change in unrealized currency (gain) loss on non-investment assets and liabilitiesNet change in unrealized currency (gain) loss on non-investment assets and liabilities808 (12,458)
Cost of investments purchased and change in payable for investments purchasedCost of investments purchased and change in payable for investments purchased(503,881)(628,333)Cost of investments purchased and change in payable for investments purchased(141,172)(503,881)
Proceeds from sales and repayments of investments and change in receivable for investments sold/repaid488,122 560,052 
Proceeds from sales and repayments of investments and change in receivable for investments soldProceeds from sales and repayments of investments and change in receivable for investments sold265,076 488,122 
Changes in operating assets:Changes in operating assets:Changes in operating assets:
Interest receivable(3,313)(864)
Dividend receivable(871)(1,386)
Interest and dividend receivableInterest and dividend receivable(9,516)(4,184)
Prepaid expenses and other assetsPrepaid expenses and other assets(2,177)(560)Prepaid expenses and other assets(681)(2,177)
Changes in operating liabilities:Changes in operating liabilities:Changes in operating liabilities:
Interest and credit facility fees payableInterest and credit facility fees payable2,773 606 Interest and credit facility fees payable591 2,773 
Base management and incentive fees payableBase management and incentive fees payable1,929 203 Base management and incentive fees payable(45)1,929 
Administrative service fees payableAdministrative service fees payable927 576 Administrative service fees payable866 927 
Other accrued expenses and liabilitiesOther accrued expenses and liabilities144 (506)Other accrued expenses and liabilities(1,072)144 
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities34,506 (18,539)Net cash provided by (used in) operating activities174,800 34,506 
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Repurchase of common stockRepurchase of common stock(21,120)(20,497)Repurchase of common stock(3,993)(21,120)
Borrowings on SPV Credit Facility and Credit Facility313,511 337,031 
Repayments of SPV Credit Facility and Credit Facility(284,746)(257,500)
Borrowings on Credit FacilityBorrowings on Credit Facility108,792 313,511 
Repayments of Credit FacilityRepayments of Credit Facility(183,408)(284,746)
Debt issuance costs paidDebt issuance costs paid(1,290)(382)Debt issuance costs paid(1,681)(1,290)
Dividends paid in cashDividends paid in cash(65,291)(62,368)Dividends paid in cash(69,798)(65,291)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities(58,936)(3,716)Net cash provided by (used in) financing activities(150,088)(58,936)
Net increase (decrease) in cash, cash equivalents and restricted cashNet increase (decrease) in cash, cash equivalents and restricted cash(24,430)(22,255)Net increase (decrease) in cash, cash equivalents and restricted cash24,712 (24,430)
Cash, cash equivalents, and restricted cash, beginning of periodCash, cash equivalents, and restricted cash, beginning of period93,074 68,419 Cash, cash equivalents, and restricted cash, beginning of period30,506 93,074 
Cash, cash equivalents, and restricted cash, end of periodCash, cash equivalents, and restricted cash, end of period$68,644 $46,164 Cash, cash equivalents, and restricted cash, end of period$55,218 $68,644 
Supplemental disclosures:Supplemental disclosures:Supplemental disclosures:
Interest paid during the period$24,902 $21,750 
Interest and credit facility fees paid during the periodInterest and credit facility fees paid during the period$51,650 $24,902 
Taxes, including excise tax, paid during the periodTaxes, including excise tax, paid during the period$774 $641 Taxes, including excise tax, paid during the period$1,839 $774 
Dividends declared on preferred stock and common stock during the periodDividends declared on preferred stock and common stock during the period$65,211 $62,864 Dividends declared on preferred stock and common stock during the period$69,673 $65,211 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
First Lien Debt (66.0% of fair value)
ADPD Holdings, LLC^*(2)(3)(14)(15)Consumer ServicesSOFR6.00%8.69%8/16/20228/15/2028$9,937 $9,665 $9,661 1.03 %
Advanced Web Technologies Holding Company^*(2)(3)(14)Containers, Packaging & GlassLIBOR6.00%8.99%12/17/202012/17/20269,338 9,158 9,214 0.98 
Airnov, Inc.^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.00%8.58%12/20/201912/19/20252,039 2,015 2,029 0.21 
Allied Universal Holdco LLC^(2)(3)Business ServicesLIBOR4.25%7.37%2/17/20217/10/2026494 496 433 0.05 
Alpine Acquisition Corp II^*(2)(3)(14)(15)Transportation: CargoSOFR5.50%8.42%4/19/202211/30/202620,054 19,668 19,292 2.06 
American Physician Partners, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR6.75%, 3.50% PIK13.39%1/7/201910/21/202229,856 29,855 29,757 3.18 
Analogic Corporation^*(2)(3)(14)Capital EquipmentLIBOR5.25%8.07%6/22/20186/22/20242,459 2,443 2,395 0.25 
Applied Technical Services, LLC^(2)(3)(14)Business ServicesLIBOR5.75%9.50%12/29/202012/29/2026530 520 526 0.06 
Appriss Health, LLC^(2)(3)(14)Healthcare & PharmaceuticalsLIBOR7.25%9.93%5/6/20215/6/202736,877 36,234 35,954 3.83 
Apptio, Inc.^(2)(3)(14)SoftwareLIBOR6.00%8.46%1/10/20191/10/20256,131 6,064 6,131 0.66 
Ascend Buyer, LLC^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.75%9.42%9/30/20219/30/202812,700 12,458 12,469 1.33 
Associations, Inc.^(2)(3)(14)Construction & BuildingLIBOR4.00%, 2.50% PIK9.88%7/2/20217/2/202712,772 12,667 12,449 1.33 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^*(2)(3)(7)SoftwareLIBOR6.00%8.78%12/24/201912/24/202632,240 31,704 30,319 3.24 
Barnes & Noble, Inc.^(2)(3)(11)RetailLIBOR6.50%11.36%8/7/201912/20/202628,210 27,385 27,468 2.94 
BlueCat Networks (USA) Inc.^(2)(3)(14)High Tech IndustriesSOFR5.75%8.77%8/8/20228/8/20283,165 3,089 3,087 0.33 
BMS Holdings III Corp.^(2)(3)(14)Construction & BuildingLIBOR5.50%9.17%9/30/20199/30/2026— (153)(137)(0.02)
Bubbles Bidco S.P.A. (Italy)^(2)(3)(7)(14)Consumer Goods: Non-DurableLIBOR9.25% (100% PIK)10.42%10/20/202110/20/20284,700 5,315 4,451 0.48 
Bubbles Bidco S.P.A. (Italy)^(2)(3)(7)(14)Consumer Goods: Non-DurableLIBOR6.25%7.42%10/20/202110/20/2028— — (91)(0.01)
Chartis Holding, LLC^*(2)(3)(14)Business ServicesLIBOR5.25%6.38%5/1/20195/1/2025688 680 684 0.07 
Chemical Computing Group ULC (Canada)^*(2)(3)(7)(14)SoftwareLIBOR4.50%7.64%8/30/20188/30/2024463 462 455 0.05 
CircusTrix Holdings, LLC^*(2)(3)Leisure Products & ServicesLIBOR5.50%8.62%2/2/20181/16/202410,579 10,563 10,454 1.12 
CircusTrix Holdings, LLC^(2)(3)Leisure Products & ServicesLIBOR5.50%8.62%1/8/20217/16/2023558 501 558 0.06 
Comar Holding Company, LLC^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.75%9.39%6/18/20186/18/202426,239 26,032 24,978 2.67 
Cority Software Inc. (Canada)^*(2)(3)(7)(14)SoftwareSOFR5.50%7.78%7/2/20197/2/202610,435 10,283 10,317 1.09 
Cority Software Inc. (Canada)^(2)(3)(7)SoftwareSOFR7.50%9.78%9/3/20207/2/20261,864 1,825 1,855 0.20 
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
First Lien Debt (65.9% of fair value)
ADPD Holdings, LLC^*(2)(3)(13)(16)Consumer ServicesSOFR6.00%11.68%8/16/20228/15/2028$10,144 $9,914 $9,044 1.00 %
Advanced Web Technologies Holding Company^*(2)(3)(16)Containers, Packaging & GlassSOFR6.25%11.80%12/17/202012/17/20269,114 8,993 9,089 1.00 
Advanced Web Technologies Holding Company^(2)(3)(13)Containers, Packaging & GlassSOFR6.75%12.30%6/2/202312/17/2026643 625 650 0.07 
Advanced Web Technologies Holding Company^(2)(3)Containers, Packaging & GlassSOFR6.50%12.05%12/16/202112/17/20261,597 1,575 1,603 0.18 
Alpine Acquisition Corp II^*(2)(3)(13)(16)Transportation: CargoSOFR6.00%11.47%4/19/202211/30/20268,944 8,746 8,431 0.93 
American Physician Partners, LLC^(2)(3)(8)(13)(14)Healthcare & PharmaceuticalsSOFR10.25% (100% PIK)15.65%12/16/20226/30/20233,338 3,082 — — 
American Physician Partners, LLC^*(2)(3)(8)(13)(14)Healthcare & PharmaceuticalsSOFR10.25% (100% PIK)15.65%1/7/20198/5/202233,791 30,116 — — 
Apex Companies Holdings, LLC^*(2)(3)(16)Environmental IndustriesSOFR6.25%11.62%1/31/20231/31/202810,014 9,712 9,933 1.10 
Applied Technical Services, LLC^(2)(3)(13)(16)Business ServicesSOFR6.00%11.54%12/29/202012/29/2026775 758 777 0.09 
Appriss Health, LLC^(2)(3)(13)(16)Healthcare & PharmaceuticalsSOFR6.75%12.23%5/6/20215/6/202736,646 36,123 36,302 4.00 
Ascend Buyer, LLC^*(2)(3)(13)(16)Containers, Packaging & GlassSOFR6.40%11.94%9/30/20219/30/20283,394 3,325 3,329 0.37 
Associations, Inc.^(2)(3)(13)(16)Construction & BuildingSOFR4.00%, 2.50% PIK12.06%7/2/20217/2/202713,100 13,013 13,100 1.45 
Atlas AU Bidco Pty Ltd (Australia)^(2)(3)(7)(16)High Tech IndustriesSOFR7.25%12.58%12/15/202212/12/20292,890 2,803 2,922 0.32 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^*(2)(3)(7)(13)SoftwareSOFR6.00%11.58%12/24/201912/24/202631,992 31,566 30,652 3.38 
Avalara, Inc.^(2)(3)(16)Diversified Financial ServicesSOFR7.25%12.64%10/19/202210/19/202822,500 21,956 22,871 2.52 
Barnes & Noble, Inc.^(2)(3)(11)(13)RetailSOFR8.81%14.23%8/7/201912/20/202626,763 26,119 26,581 2.93 
Bayside OPCP, LLC^(2)(3)(13)Healthcare & PharmaceuticalsSOFR7.25% (100% PIK)12.79%5/31/20235/31/20264,635 4,635 4,635 0.51 
Bayside OPCP, LLC^(2)(3)(13)Healthcare & PharmaceuticalsSOFR7.25% (100% PIK)12.79%5/31/20235/31/202613,104 13,104 13,104 1.45 
Bayside OPCP, LLC^(2)(3)(13)(16)Healthcare & PharmaceuticalsSOFR7.00% (100% PIK)12.54%5/31/20235/31/2026379 379 379 0.04 
BlueCat Networks, Inc. (Canada)^(2)(3)(7)(16)High Tech IndustriesSOFR4.00%, 2.00% PIK11.39%8/8/20228/8/20283,683 3,618 3,627 0.40 
BMS Holdings III Corp.^(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/20199/30/20264,796 4,737 4,664 0.51 
Bradyifs Holdings, LLC^*(2)(3)(13)(16)WholesaleSOFR6.25%11.68%2/21/202011/22/20259,518 9,415 9,487 1.05 
CD&R Madison Parent Ltd (United Kingdom)^(2)(7)Business ServicesEURIBOR6.00%, 2.00% PIK11.78%2/27/20232/27/2030606 623 650 0.07 
CD&R Madison Parent Ltd (United Kingdom)^(2)(7)(16)Business ServicesSONIA6.50%, 2.00% PIK13.69%2/27/20232/27/2030£1,229 1,427 1,524 0.17 
8

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Celerion Buyer, Inc.Celerion Buyer, Inc.^*(2)(3)(16)Healthcare & PharmaceuticalsSOFR6.50%11.93%11/3/202211/3/2029$3,128 $3,041 $3,167 0.35 %
Chartis Holding, LLCChartis Holding, LLC^*(2)(3)(13)(16)Business ServicesSOFR5.00%10.52%5/1/20195/1/2025728 723 726 0.08 
Chemical Computing Group ULC (Canada)Chemical Computing Group ULC (Canada)^*(2)(3)(7)(13)(16)SoftwareSOFR4.50%9.92%8/30/20188/30/2024386 386 384 0.04 
CircusTrix Holdings, LLCCircusTrix Holdings, LLC^*(2)(3)(16)Leisure Products & ServicesSOFR6.75%12.08%7/18/20237/14/202812,581 12,213 12,206 1.35 
Comar Holding Company, LLCComar Holding Company, LLC^*(2)(3)(13)Containers, Packaging & GlassSOFR5.75%11.31%6/18/20186/18/202428,973 28,885 24,767 2.73 
CoreWeave Compute Acquisition Co. II, LLCCoreWeave Compute Acquisition Co. II, LLC^(2)(3)(16)High Tech IndustriesSOFR8.75%14.13%7/30/20237/30/202890 55 54 0.01 
Cority Software Inc. (Canada)Cority Software Inc. (Canada)^*(2)(3)(7)(16)SoftwareSOFR5.00%10.25%7/2/20197/2/202610,329 10,217 10,282 1.13 
Cority Software Inc. (Canada)Cority Software Inc. (Canada)^(2)(3)(7)SoftwareSOFR7.00%12.25%9/3/20207/2/2026549 540 548 0.06 
Coupa Holdings, LLCCoupa Holdings, LLC^(2)(3)(16)SoftwareSOFR7.50%12.82%2/27/20232/28/20308,638 8,403 8,839 0.98 
CPI Intermediate Holdings, Inc.CPI Intermediate Holdings, Inc.^*(2)(3)(16)TelecommunicationsSOFR5.50%10.87%10/6/202210/6/20293,853 3,778 3,789 0.42 
CST Holding CompanyCST Holding Company^*(2)(3)(13)(16)Consumer Goods: Non-DurableSOFR6.50%11.92%11/1/202211/1/20284,947 4,804 4,969 0.55 
DCA Investment Holding LLCDCA Investment Holding LLC^*(2)(3)(14)Healthcare & PharmaceuticalsSOFR6.00%9.97%3/11/20214/3/2028$13,876 $13,715 $13,353 1.43 %DCA Investment Holding LLC^*(2)(3)Healthcare & PharmaceuticalsSOFR6.41%11.80%3/11/20214/3/202814,341 14,210 14,132 1.56 
Denali Midco 2, LLCDenali Midco 2, LLC^(2)(3)(14)(15)Consumer ServicesSOFR6.50%9.45%9/15/202212/22/20277,143 6,845 6,843 0.73 Denali Midco 2, LLC^*(2)(3)(13)(16)Consumer ServicesSOFR6.50%11.92%9/15/202212/22/20279,045 8,796 8,840 0.98 
Dermatology AssociatesDermatology Associates^(2)(3)(15)Healthcare & PharmaceuticalsSOFR6.25% (100% PIK)9.95%5/31/201612/31/202226,871 26,909 26,784 2.86 Dermatology Associates^(2)(3)(13)Healthcare & PharmaceuticalsSOFR6.25% (100% PIK)11.79%5/31/201611/6/202329,978 29,978 29,947 3.30 
Dermatology AssociatesDermatology Associates^(2)(3)(8)(11)Healthcare & PharmaceuticalsSOFR9.50% (100% PIK)12.77%5/31/201612/31/202238,724 24,923 23,870 2.55 Dermatology Associates^(2)(3)(8)(11)Healthcare & PharmaceuticalsSOFR11.35% (100% PIK)16.89%5/31/201611/6/202347,020 24,963 33,963 3.75 
DermaRite Industries, LLC^*(2)(3)(8)Healthcare & PharmaceuticalsLIBOR7.00% (100% PIK)8.00%3/3/20176/30/202320,766 20,775 13,534 1.45 
Diligent CorporationDiligent Corporation^(2)(3)(14)TelecommunicationsLIBOR6.25%9.11%8/4/20208/4/2025670 657 648 0.07 Diligent Corporation^(2)(3)(13)(16)TelecommunicationsSOFR6.25%11.77%8/4/20208/4/2025659 650 650 0.07 
Dwyer Instruments, Inc.Dwyer Instruments, Inc.^*(2)(3)(14)Capital EquipmentLIBOR6.00%9.38%7/21/20217/21/20273,860 3,784 3,789 0.40 Dwyer Instruments, Inc.^*(2)(3)(13)(16)Capital EquipmentSOFR5.75%11.22%7/21/20217/21/20273,941 3,878 3,944 0.44 
Eliassen Group, LLCEliassen Group, LLC^*(2)(3)(14)Business ServicesSOFR5.75%9.30%4/14/20224/14/20281,584 1,516 1,522 0.16 Eliassen Group, LLC^*(2)(3)(16)Business ServicesSOFR5.50%10.84%4/14/20224/14/20282,211 2,154 2,191 0.24 
Ellkay, LLCEllkay, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR6.25%9.52%9/14/20219/14/202714,142 13,872 13,157 1.41 Ellkay, LLC^*(2)(3)(16)Healthcare & PharmaceuticalsSOFR6.25%11.77%9/14/20219/14/202714,000 13,777 12,901 1.42 
Emergency Communications Network, LLCEmergency Communications Network, LLC^*(2)(3)TelecommunicationsSOFR2.50%, 5.25% PIK10.33%6/1/20176/1/202426,200 26,162 22,474 2.39 Emergency Communications Network, LLC^*(2)(3)TelecommunicationsSOFR3.00%, 5.25% PIK13.62%6/1/20176/1/202427,631 27,612 23,668 2.61 
EPS Nass Parent, Inc.EPS Nass Parent, Inc.^(2)(3)(14)Utilities: ElectricLIBOR5.75%9.42%4/19/20214/19/2028914 898 888 0.09 EPS Nass Parent, Inc.^(2)(3)(13)(16)Utilities: ElectricSOFR5.75%11.29%4/19/20214/19/2028935 922 917 0.10 
EvolveIP, LLCEvolveIP, LLC^*(2)(3)(14)(15)TelecommunicationsSOFR5.50%9.20%11/26/20196/7/20255,570 5,567 5,472 0.58 EvolveIP, LLC^*(2)(3)(13)TelecommunicationsSOFR5.50%11.22%11/26/20196/7/20256,155 6,155 6,015 0.66 
Excel Fitness Holdings, Inc.Excel Fitness Holdings, Inc.^*(2)(3)(14)(15)Leisure Products & ServicesSOFR5.25%8.08%4/29/20224/29/20296,296 6,162 6,044 0.65 Excel Fitness Holdings, Inc.^*(2)(3)(13)(16)Leisure Products & ServicesSOFR5.25%10.79%4/29/20224/29/20296,172 6,054 6,045 0.67 
Excelitas Technologies Corp.Excelitas Technologies Corp.^(2)(3)(14)(15)Capital EquipmentSOFR5.75%8.58%8/12/20228/12/20293,117 3,048 3,047 0.33 Excelitas Technologies Corp.^(2)(3)(13)(16)Capital EquipmentSOFR5.75%11.21%8/12/20228/12/20293,214 3,154 3,176 0.35 
Excelitas Technologies Corp.Excelitas Technologies Corp.^(2)(3)Capital EquipmentEURIBOR5.75%6.08%8/12/20228/12/20291,275 1,283 1,225 0.13 Excelitas Technologies Corp.^(2)Capital EquipmentEURIBOR5.75%9.54%8/12/20228/12/20291,266 1,276 1,324 0.15 
FPG Intermediate Holdco, LLCFPG Intermediate Holdco, LLC^(2)(3)(14)(15)Consumer ServicesSOFR6.50%9.20%8/5/20223/5/2027428 343 341 0.04 FPG Intermediate Holdco, LLC^(2)(3)(13)(16)Consumer ServicesSOFR6.50%12.07%8/5/20223/5/2027361 295 308 0.03 
Frontline Technologies Holdings, LLC^*(2)(3)SoftwareLIBOR5.75%8.89%9/18/20179/18/20233,029 3,023 3,029 0.32 
Greenhouse Software, Inc.Greenhouse Software, Inc.^(2)(3)(14)SoftwareSOFR7.00%9.95%3/1/20219/1/202832,796 32,040 31,815 3.40 Greenhouse Software, Inc.^(2)(3)(16)SoftwareSOFR7.00%12.39%3/1/20219/1/202832,796 32,138 32,544 3.59 
Guidehouse LLPGuidehouse LLP^(2)(3)Sovereign & Public FinanceLIBOR6.25%9.37%9/30/202210/16/202880 78 78 0.01 Guidehouse LLP^(2)(3)(13)Sovereign & Public FinanceSOFR6.25%11.67%9/30/202210/16/202879 78 79 0.01 
Hadrian Acquisition Limited (United Kingdom)Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)Diversified Financial ServicesSONIA5.26%, 3.47% PIK10.92%2/28/20222/28/2029£14,550 18,934 15,800 1.69 Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)Diversified Financial ServicesSONIA5.26%, 3.47% PIK13.92%2/28/20222/28/2029£15,058 19,618 18,234 2.01 
Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)(14)Diversified Financial ServicesSONIA5.00%, 2.75% PIK9.94%2/28/20222/28/2029£3,317 3,773 3,530 0.38 
Harbour Benefit Holdings, Inc.^*(2)(3)(14)Business ServicesLIBOR5.25%8.79%12/13/201712/13/20243,012 2,984 2,990 0.32 
Heartland Home Services, Inc^(2)(3)(14)Consumer ServicesLIBOR5.75%8.80%2/10/202212/15/20266,933 6,802 6,691 0.72 
Heartland Home Services, Inc^*(2)(3)(14)Consumer ServicesLIBOR6.00%9.12%12/15/202012/15/20267,207 7,140 7,146 0.76 
Hercules Borrower LLC^*(2)(3)(14)Environmental IndustriesLIBOR6.50%10.62%12/14/202012/14/202618,543 18,121 18,064 1.93 
Higginbotham Insurance Agency, Inc.^(2)(3)Diversified Financial ServicesLIBOR5.25%8.37%11/25/202011/25/2026441 426 433 0.05 
9

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Hadrian Acquisition Limited (United Kingdom)Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)(16)Diversified Financial ServicesSONIA5.00%, 2.75% PIK12.94%2/28/20222/28/2029£3,901 $4,512 $4,713 0.52 %
Harbour Benefit Holdings, Inc.Harbour Benefit Holdings, Inc.^*(2)(3)(16)Business ServicesSOFR5.00%10.53%12/13/201712/13/20242,963 2,949 2,918 0.32 
Heartland Home Services, Inc.Heartland Home Services, Inc.^*(2)(3)(13)Consumer ServicesSOFR5.75%11.07%2/10/202212/15/202610,249 10,179 10,041 1.11 
Heartland Home Services, Inc.Heartland Home Services, Inc.^*(2)(3)(13)(16)Consumer ServicesSOFR6.00%11.32%12/15/202012/15/20267,134 7,082 7,028 0.78 
Hercules Borrower LLCHercules Borrower LLC^*(2)(3)(13)(16)Environmental IndustriesSOFR6.25%11.74%12/14/202012/14/202618,242 17,909 18,242 2.01 
Hoosier Intermediate, LLCHoosier Intermediate, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR5.50%8.56%11/15/202111/15/2028$10,734 $10,514 $10,109 1.08 %Hoosier Intermediate, LLC^*(2)(3)(16)Healthcare & PharmaceuticalsSOFR5.00%10.51%11/15/202111/15/20289,834 9,646 8,883 0.98 
HS Spa Holdings Inc.HS Spa Holdings Inc.^(2)(3)(14)Consumer ServicesSOFR5.75%7.51%6/2/20226/2/20298,627 8,437 8,348 0.89 HS Spa Holdings Inc.^(2)(3)(16)Consumer ServicesSOFR5.75%11.07%6/2/20226/2/2029156 137 148 0.02 
iCIMS, Inc.iCIMS, Inc.^(2)(3)(14)SoftwareSOFR6.75%9.48%8/18/20228/18/202825,540 25,058 24,932 2.66 iCIMS, Inc.^(2)(3)(16)SoftwareSOFR7.25%12.63%8/18/20228/18/202826,309 25,943 26,235 2.89 
Individual FoodService Holdings, LLC^*(2)(3)(14)WholesaleLIBOR6.25%9.48%2/21/202011/22/202512,261 12,009 12,085 1.28 
iCIMS, Inc.iCIMS, Inc.^(2)(3)(16)SoftwareSOFR6.75%12.14%8/18/20228/18/2028406 372 401 0.04 
Infront Luxembourg Finance S.À R.L. (Luxembourg)Infront Luxembourg Finance S.À R.L. (Luxembourg)^(2)(3)(7)Leisure Products & ServicesLIBOR9.00%9.54%5/28/20215/28/20278,250 9,795 7,924 0.85 Infront Luxembourg Finance S.À R.L. (Luxembourg)^(2)(7)Leisure Products & ServicesEURIBOR9.00%12.78%5/28/20215/28/20278,250 9,834 8,679 0.96 
Integrity Marketing Acquisition, LLCIntegrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR5.50%8.00%12/3/20218/27/2025430 425 409 0.04 Integrity Marketing Acquisition, LLC^(2)(3)(13)Diversified Financial ServicesSOFR6.02%11.54%12/3/20218/27/2026426 423 421 0.05 
IQN Holding Corp.IQN Holding Corp.^(2)(3)(14)Business ServicesSOFR5.50%8.41%5/2/20225/2/20296,783 6,708 6,733 0.72 IQN Holding Corp.^(2)(3)(16)Business ServicesSOFR5.25%10.67%5/2/20225/2/20296,923 6,858 6,964 0.77 
iRobot CorporationiRobot Corporation^(2)(3)(13)Consumer Goods: DurableSOFR6.50%, 2.50% PIK14.48%7/25/20237/31/20264,908 4,908 5,252 0.58 
Jeg's Automotive, LLCJeg's Automotive, LLC^*(2)(3)(14)AutomotiveLIBOR5.75%9.34%12/22/202112/22/202719,992 19,550 19,195 2.05 Jeg's Automotive, LLC^*(2)(3)(13)(16)AutomotiveSOFR6.00%11.55%12/22/202112/22/202720,487 20,118 16,834 1.86 
K2 Insurance Services, LLC^*(2)(3)(14)Diversified Financial ServicesLIBOR5.00%8.63%7/3/20197/1/20263,339 3,288 3,322 0.36 
Kaseya, Inc.Kaseya, Inc.^(2)(3)(14)High Tech IndustriesSOFR5.75%8.28%6/23/20226/23/202935,453 34,704 34,594 3.70 Kaseya, Inc.^(2)(3)(16)High Tech IndustriesSOFR3.75%, 2.50% PIK11.62%6/23/20226/23/202936,116 35,453 35,908 3.96 
Lifelong Learner Holdings, LLCLifelong Learner Holdings, LLC^*(2)(3)(14)Business ServicesLIBOR5.75%8.56%10/18/201910/18/202626,025 25,700 24,563 2.63 Lifelong Learner Holdings, LLC^*(2)(3)(16)Business ServicesSOFR5.75%11.27%10/18/201910/18/202625,780 25,528 23,803 2.63 
LinQuest CorporationLinQuest Corporation*(2)(3)Aerospace & DefenseLIBOR5.75%9.10%7/28/20217/28/20289,900 9,729 9,219 0.99 LinQuest Corporation*(2)(3)(13)Aerospace & DefenseSOFR5.75%11.22%7/28/20217/28/20289,800 9,653 9,209 1.02 
Liqui-Box Holdings, Inc.^(2)(3)(14)Containers, Packaging & GlassLIBOR4.50%8.76%6/3/20196/3/20242,086 2,076 1,919 0.21 
LVF Holdings, Inc.LVF Holdings, Inc.^*(2)(3)(14)Beverage & FoodLIBOR6.25%9.91%6/10/20216/10/202741,629 40,861 38,542 4.12 LVF Holdings, Inc.^*(2)(3)(13)(16)Beverage & FoodSOFR6.00%11.54%6/10/20216/10/202739,070 38,504 38,394 4.24 
Material Holdings, LLCMaterial Holdings, LLC^*(2)(3)(14)(15)Business ServicesSOFR6.00%9.64%8/19/20218/19/20278,101 7,957 7,667 0.82 Material Holdings, LLC^*(2)(3)(13)(16)Business ServicesSOFR6.00%11.49%8/19/20218/19/20277,966 7,848 7,483 0.83 
Maverick Acquisition, Inc.Maverick Acquisition, Inc.^*(2)(3)(14)Aerospace & DefenseLIBOR6.25%9.92%6/1/20216/1/202735,712 35,035 31,230 3.34 Maverick Acquisition, Inc.^*(2)(3)Aerospace & DefenseSOFR6.25%11.64%6/1/20216/1/202735,351 34,879 27,209 3.00 
Medical Manufacturing Technologies, LLCMedical Manufacturing Technologies, LLC^*(2)(3)(14)(15)Healthcare & PharmaceuticalsSOFR5.75%9.40%12/23/202112/23/202722,689 22,135 22,076 2.36 Medical Manufacturing Technologies, LLC^*(2)(3)(13)(16)Healthcare & PharmaceuticalsSOFR5.50%11.05%12/23/202112/23/202730,297 29,833 30,057 3.32 
MMIT Holdings, LLC^*(2)(3)(14)High Tech IndustriesLIBOR6.25%9.92%9/15/20219/15/202711,053 10,851 11,005 1.18 
NEFCO Holding Company LLCNEFCO Holding Company LLC^*(2)(3)(14)(15)Construction & BuildingSOFR6.50%9.22%8/5/20228/5/20285,525 5,384 5,383 0.58 NEFCO Holding Company LLC^*(2)(3)(13)(16)Construction & BuildingSOFR6.50%11.86%8/5/20228/5/20286,377 6,255 6,375 0.70 
NES Global Talent Finance US, LLC (United Kingdom)^(2)(3)(7)Energy: Oil & GasLIBOR5.50%8.31%5/9/20185/11/20239,612 9,587 9,592 1.03 
NMI AcquisitionCo, Inc.NMI AcquisitionCo, Inc.^*(2)(3)(14)High Tech IndustriesLIBOR5.75%8.87%9/6/20179/6/202540,019 39,956 39,040 4.17 NMI AcquisitionCo, Inc.^*(2)(3)(13)(16)High Tech IndustriesSOFR5.75%11.17%9/6/20179/6/202538,222 38,182 37,878 4.18 
North Haven Fairway Buyer, LLCNorth Haven Fairway Buyer, LLC^*(2)(3)(14)Consumer ServicesLIBOR5.75%8.65%5/17/20225/17/202821,320 20,863 20,825 2.23 North Haven Fairway Buyer, LLC^*(2)(3)(16)Consumer ServicesSOFR6.50%11.88%5/17/20225/17/202816,069 15,789 15,703 1.73 
North Haven Stallone Buyer, LLCNorth Haven Stallone Buyer, LLC^(2)(3)(16)Consumer ServicesSOFR5.75%11.47%10/11/20225/24/2027112 109 111 0.01 
Oak Purchaser, Inc.Oak Purchaser, Inc.^(2)(3)(14)Business ServicesSOFR5.50%9.48%4/28/20224/28/20285,851 5,777 5,810 0.62 Oak Purchaser, Inc.^(2)(3)(16)Business ServicesSOFR5.50%10.97%4/28/20224/28/20286,120 6,056 5,899 0.65 
Oranje Holdco, Inc.Oranje Holdco, Inc.^(2)(3)(16)Business ServicesSOFR7.75%13.12%2/1/20232/1/20298,052 7,844 8,082 0.89 
Performance Health Holdings, Inc.Performance Health Holdings, Inc.*(2)(3)Healthcare & PharmaceuticalsLIBOR6.00%9.75%7/12/20217/12/20276,444 6,337 6,377 0.68 Performance Health Holdings, Inc.*(2)(3)(13)Healthcare & PharmaceuticalsSOFR6.00%11.57%7/12/20217/12/20276,444 6,356 6,369 0.70 
Pestco Intermediate, LLCPestco Intermediate, LLC^(2)(3)(13)(16)Environmental IndustriesSOFR6.50%11.92%2/6/20232/17/20283,688 3,545 3,594 0.40 
PF Atlantic Holdco 2, LLCPF Atlantic Holdco 2, LLC^(2)(3)(14)Leisure Products & ServicesLIBOR5.50%8.77%11/12/202111/12/20272,106 1,857 1,856 0.20 PF Atlantic Holdco 2, LLC^(2)(3)(13)(16)Leisure Products & ServicesSOFR5.50%11.06%11/12/202111/12/20275,655 5,452 5,625 0.62 
PF Growth Partners, LLC*(2)(3)Leisure Products & ServicesLIBOR5.00%7.71%7/1/20197/11/20257,977 7,916 7,900 0.84 
PPT Management Holdings, LLC^(2)(3)(14)Healthcare & PharmaceuticalsLIBOR8.50% (100.00% PIK)12.25%12/15/201612/16/202228,665 28,656 22,762 2.43 
10

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
PF Growth Partners, LLCPF Growth Partners, LLC*(2)(3)(13)Leisure Products & ServicesSOFR5.00%10.48%7/1/20197/11/2025$7,895 $7,855 $7,845 0.87 %
Project Castle, Inc.Project Castle, Inc.^(2)(3)Capital EquipmentSOFR5.50%9.05%6/24/20226/1/2029$7,500 $6,739 $6,319 0.68 %Project Castle, Inc.*(2)(3)Capital EquipmentSOFR5.50%10.76%6/24/20226/1/20297,425 6,751 6,571 0.72 
Prophix Software Inc. (Canada)Prophix Software Inc. (Canada)^(2)(3)(7)(14)SoftwareLIBOR6.50%9.31%2/1/20212/1/202610,963 10,760 11,014 1.18 Prophix Software Inc. (Canada)^(2)(3)(7)(16)SoftwareSOFR6.50%11.93%2/1/20212/1/202610,963 10,813 10,963 1.21 
Pushpay USA Inc.Pushpay USA Inc.^*(2)(3)(13)(16)Diversified Financial ServicesSOFR6.75%12.27%5/10/20235/10/203016,049 15,551 15,843 1.75 
PXO Holdings I Corp.PXO Holdings I Corp.^*(2)(3)(14)(15)Chemicals, Plastics & RubberSOFR5.25%8.21%3/8/20223/8/202817,111 16,756 16,494 1.76 PXO Holdings I Corp.^*(2)(3)(13)(16)Chemicals, Plastics & RubberSOFR5.50%11.03%3/8/20223/8/20287,015 6,872 6,785 0.75 
QNNECT, LLCQNNECT, LLC^*(2)(3)(16)Aerospace & DefenseSOFR7.00%12.08%11/2/202211/2/20295,315 5,135 5,391 0.59 
Quantic Electronics, LLCQuantic Electronics, LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.25%9.91%11/19/202011/19/202615,067 14,815 14,481 1.55 Quantic Electronics, LLC^*(2)(3)(13)Aerospace & DefenseSOFR6.25%11.74%11/19/202011/19/202615,748 15,550 15,335 1.69 
Quantic Electronics, LLCQuantic Electronics, LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.25%9.89%3/1/20213/1/20279,854 9,664 9,413 1.01 Quantic Electronics, LLC^*(2)(3)(13)Aerospace & DefenseSOFR6.25%11.74%3/1/20213/1/20279,750 9,626 9,494 1.05 
QW Holding Corporation^*(2)(3)Environmental IndustriesLIBOR5.50%8.05%8/31/20168/31/202632,362 32,313 31,785 3.40 
Radwell Parent, LLCRadwell Parent, LLC^*(2)(3)(16)WholesaleSOFR6.75%12.14%12/1/20224/1/202911,197 10,864 11,237 1.24 
Regency Entertainment, Inc.Regency Entertainment, Inc.^(2)(3)Media: Diversified & ProductionLIBOR6.75%9.75%5/22/202010/22/202520,000 19,747 19,746 2.11 Regency Entertainment, Inc.^(2)(3)(13)Media: Advertising, Printing & PublishingSOFR8.50%13.74%7/5/20236/23/202815,000 14,647 14,871 1.64 
Riveron Acquisition Holdings, Inc.*(2)(3)Diversified Financial ServicesLIBOR5.75%9.42%5/22/20195/22/20251,680 1,650 1,680 0.18 
RSC Acquisition, Inc.RSC Acquisition, Inc.^(2)(3)(14)(15)Diversified Financial ServicesSOFR5.50%8.38%11/1/201911/1/202610,905 10,772 10,376 1.11 RSC Acquisition, Inc.^(2)(3)(13)(16)Diversified Financial ServicesSOFR5.50%11.03%11/1/201911/1/202610,194 10,108 10,113 1.12 
Sapphire Convention, Inc.Sapphire Convention, Inc.^*(2)(3)(14)TelecommunicationsLIBOR6.25%9.77%11/20/201811/20/202528,462 28,160 26,729 2.86 Sapphire Convention, Inc.^*(2)(3)(16)TelecommunicationsSOFR5.25%10.97%11/20/201811/20/202527,834 27,634 27,736 3.06 
SCP Eye Care HoldCo, LLCSCP Eye Care HoldCo, LLC^(2)(3)(13)(16)Healthcare & PharmaceuticalsSOFR5.75%11.18%10/7/202210/7/2029148 143 146 0.02 
Smarsh Inc.Smarsh Inc.^(2)(3)(14)SoftwareSOFR6.50%10.05%2/18/20222/18/20296,530 6,372 6,109 0.65 Smarsh Inc.^(2)(3)(16)SoftwareSOFR6.50%11.84%2/18/20222/18/20297,347 7,206 7,267 0.80 
SPay, Inc.SPay, Inc.^*(2)(3)Leisure Products & ServicesLIBOR5.75%, 3.50% PIK12.34%6/15/20186/17/202424,252 24,117 21,683 2.32 SPay, Inc.^*(2)(3)(13)Leisure Products & ServicesSOFR2.88%, 6.38% PIK14.96%6/15/20186/15/202626,059 25,981 22,931 2.52 
Speedstar Holding, LLCSpeedstar Holding, LLC^*(2)(3)AutomotiveLIBOR7.00%10.07%1/22/20211/22/202726,763 26,353 26,697 2.85 Speedstar Holding, LLC^*(2)(3)(13)AutomotiveSOFR7.25%12.82%1/22/20211/22/202726,488 26,160 26,710 2.94 
Spotless Brands, LLCSpotless Brands, LLC^*(2)(3)(14)(15)Consumer ServicesSOFR6.50%9.09%6/21/20227/25/202831,468 30,793 30,465 3.26 Spotless Brands, LLC^*(2)(3)(13)(16)Consumer ServicesSOFR6.50%11.99%6/21/20227/25/202813,661 13,416 13,619 1.50 
Spotless Brands, LLCSpotless Brands, LLC^(2)(3)(13)(16)Consumer ServicesSOFR6.75%12.15%6/21/20227/25/2028— (400)92 0.01 
Summit Acquisition, Inc.Summit Acquisition, Inc.^(2)(3)(16)Diversified Financial ServicesSOFR6.75%12.14%5/4/20235/1/2030— (58)(19)0.00 
Tank Holding Corp.Tank Holding Corp.^*(2)(3)(14)(15)Capital EquipmentSOFR5.75%8.88%3/31/20223/31/202837,836 37,100 36,576 3.91 Tank Holding Corp.^*(2)(3)(13)(16)Capital EquipmentSOFR5.75%11.17%3/31/20223/31/202815,122 14,876 14,658 1.62 
TCFI Aevex LLCTCFI Aevex LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.00%8.69%3/18/20203/18/202611,075 10,918 8,894 0.95 TCFI Aevex LLC^*(2)(3)(13)Aerospace & DefenseSOFR6.00%11.42%3/18/20203/18/202610,962 10,867 10,901 1.20 
The Carlstar Group LLCThe Carlstar Group LLC^*(2)(3)(14)(15)AutomotiveSOFR6.50%9.15%7/8/20227/8/202714,629 14,252 14,267 1.52 The Carlstar Group LLC^*(2)(3)(13)(16)AutomotiveSOFR6.50%11.92%7/8/20227/8/202711,237 10,984 11,318 1.25 
TIBCO Software Inc.TIBCO Software Inc.^(2)(3)High Tech IndustriesSOFR4.50%8.09%9/30/20223/31/202915,000 13,650 13,441 1.44 TIBCO Software Inc.*(2)(3)High Tech IndustriesSOFR4.50%9.99%9/30/20223/31/202914,925 13,727 14,331 1.58 
Trafigura Trading LLC^(2)(3)(13)(14)(15)Metals & MiningSOFR8.35%12.11%7/26/202110/5/20226,871 6,765 6,796 0.73 
Trader Corporation (Canada)Trader Corporation (Canada)^(2)(3)(7)(16)AutomotiveCDOR6.75%12.13%12/22/202212/22/2029C$12,021 8,619 8,939 0.99 
Tufin Software North America, Inc.Tufin Software North America, Inc.^(2)(3)(14)(15)SoftwareSOFR7.00%10.06%8/17/20228/17/202826,851 26,297 26,282 2.81 Tufin Software North America, Inc.^(2)(3)(13)(16)SoftwareSOFR7.69%13.23%8/17/20228/17/202827,610 27,125 26,994 2.98 
Turbo Buyer, Inc.Turbo Buyer, Inc.^(2)(3)(14)AutomotiveLIBOR6.00%8.88%12/2/201912/2/2025— (93)(117)(0.01)Turbo Buyer, Inc.^(2)(3)(15)(16)AutomotiveSOFR6.00%11.42%12/2/201912/2/20251,701 1,637 1,630 0.18 
U.S. Legal Support, Inc.U.S. Legal Support, Inc.^*(2)(3)(14)(15)Business ServicesSOFR5.75%9.29%11/30/201811/30/202415,557 15,385 15,244 1.63 U.S. Legal Support, Inc.^*(2)(3)(13)(16)Business ServicesSOFR5.75%11.29%11/30/201811/30/202416,306 16,211 16,071 1.77 
Unifrutti Financing PLC (Cyprus)^(7)Beverage & FoodFIXED7.50%, 1.00% PIK8.50%9/15/20199/15/20264,668 4,988 4,517 0.48 
Unifrutti Financing PLC (Cyprus)^(7)Beverage & FoodFIXED11.00% (100% PIK)11.00%10/22/20209/15/2026821 928 835 0.09 
US INFRA SVCS Buyer, LLCUS INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%, 0.25% PIK8.78%4/13/20204/13/20269,078 8,965 8,622 0.92 US INFRA SVCS Buyer, LLC^(2)(3)(13)Environmental IndustriesSOFR6.50%, 0.25% PIK12.20%4/13/20204/13/20268,594 8,514 7,960 0.88 
USALCO, LLCUSALCO, LLC*(2)(3)Chemicals, Plastics & RubberLIBOR6.00%9.67%10/19/202110/19/2027993 975 954 0.10 USALCO, LLC*(2)(3)(13)Chemicals, Plastics & RubberSOFR6.00%11.43%10/19/202110/19/2027983 968 983 0.11 
USR Parent Inc.USR Parent Inc.^(2)(3)RetailSOFR7.60%10.11%4/22/20224/25/20274,333 4,293 4,148 0.44 USR Parent Inc.^(2)(3)(11)RetailSOFR7.60%12.93%4/22/20224/25/20273,889 3,859 3,838 0.42 
Westfall Technik, Inc.Westfall Technik, Inc.^*(2)(3)(13)Chemicals, Plastics & RubberSOFR6.75%12.29%9/13/20189/13/202426,281 26,176 24,147 2.66 
Westfall Technik, Inc.Westfall Technik, Inc.^(2)(3)(13)Chemicals, Plastics & RubberSOFR6.75%12.29%8/30/20239/13/20241,087 1,027 1,022 0.11 
11

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Westfall Technik, Inc.^*(2)(3)(15)Chemicals, Plastics & RubberSOFR6.25%9.80%9/13/20189/13/2024$21,549 $21,429 $21,116 2.26 %
Westfall Technik, Inc.^(2)(3)(15)Chemicals, Plastics & RubberSOFR6.25%9.80%7/1/20219/13/20244,970 4,888 4,870 0.52 
Wineshipping.com LLCWineshipping.com LLC^*(2)(3)(14)Beverage & FoodLIBOR5.75%7.63%10/29/202110/29/20274,598 4,464 4,215 0.45 Wineshipping.com LLC^*(2)(3)(13)(16)Beverage & FoodSOFR5.75%11.31%10/29/202110/29/2027$5,669 $5,558 $5,261 0.58 %
Yellowstone Buyer Acquisition, LLCYellowstone Buyer Acquisition, LLC^(2)(3)Consumer Goods: DurableLIBOR5.75%8.80%9/13/20219/13/2027446 438 427 0.05 Yellowstone Buyer Acquisition, LLC^(2)(3)(13)Consumer Goods: DurableSOFR5.75%11.20%9/13/20219/13/2027441 435 424 0.05 
YLG Holdings, Inc.YLG Holdings, Inc.^(2)(3)Consumer ServicesLIBOR5.00%7.78%9/30/202011/1/20251,966 1,921 1,961 0.21 YLG Holdings, Inc.^(2)(3)(13)Consumer ServicesSOFR5.00%10.32%9/30/202011/1/20251,945 1,913 1,945 0.21 
First Lien Debt TotalFirst Lien Debt Total$1,336,448 $1,286,731 137.52 %First Lien Debt Total$1,273,623 $1,223,773 135.01 %
Second Lien Debt (13.5% of fair value)
Second Lien Debt (12.7% of fair value)Second Lien Debt (12.7% of fair value)
11852604 Canada Inc. (Canada)11852604 Canada Inc. (Canada)^(2)(3)(7)Healthcare & PharmaceuticalsLIBOR9.50% (100% PIK)13.17%9/30/20219/30/2028$7,343 $7,201 $7,141 0.76 %11852604 Canada Inc. (Canada)^(2)(3)(7)(13)Healthcare & PharmaceuticalsSOFR9.50% (100% PIK)15.04%9/30/20219/30/2028$8,458 $8,338 $8,331 0.92 %
AI Convoy S.A.R.L (United Kingdom)AI Convoy S.A.R.L (United Kingdom)^(2)(3)(7)Aerospace & DefenseLIBOR8.25%9.80%1/17/20201/17/202824,814 24,402 25,806 2.76 AI Convoy S.A.R.L (United Kingdom)^(2)(3)(7)(15)Aerospace & DefenseSOFR8.25%13.64%1/17/20201/17/202824,814 24,460 25,062 2.76 
Aimbridge Acquisition Co., Inc.Aimbridge Acquisition Co., Inc.^(2)(3)Leisure Products & ServicesLIBOR7.50%10.06%2/1/20192/1/20279,241 9,138 8,105 0.87 Aimbridge Acquisition Co., Inc.^(2)(13)Leisure Products & ServicesSOFR7.50%12.94%2/1/20192/1/20279,241 9,157 8,834 0.97 
AP Plastics Acquisition Holdings, LLCAP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%10.49%8/10/20218/10/202933,680 32,851 32,974 3.51 AP Plastics Acquisition Holdings, LLC^(2)(3)(13)Chemicals, Plastics & RubberSOFR7.50%12.92%8/10/20218/10/202933,680 32,934 32,742 3.61 
AQA Acquisition Holdings, Inc.AQA Acquisition Holdings, Inc.^*(2)(3)High Tech IndustriesLIBOR7.50%10.57%3/3/20213/3/202935,000 34,250 33,902 3.62 AQA Acquisition Holdings, Inc.^*(2)(3)(13)High Tech IndustriesSOFR7.50%12.97%3/3/20213/3/202935,000 34,336 34,496 3.81 
Bayside OPCP, LLCBayside OPCP, LLC^(2)(3)(8)(9)(13)Healthcare & PharmaceuticalsSOFR10.00% (100% PIK)15.54%5/31/20235/31/20264,677 3,653 2,637 0.29 
Blackbird Purchaser, Inc.Blackbird Purchaser, Inc.^(2)(3)(14)Capital EquipmentLIBOR7.50%10.62%12/14/20214/8/202713,791 13,470 13,108 1.40 Blackbird Purchaser, Inc.^(2)(3)(13)Capital EquipmentSOFR7.50%12.92%12/14/20214/8/202713,791 13,593 13,791 1.52 
Brave Parent Holdings, Inc.Brave Parent Holdings, Inc.^*(2)(3)SoftwareLIBOR7.50%10.62%10/3/20184/19/202618,197 17,958 17,704 1.89 Brave Parent Holdings, Inc.^*(2)SoftwareSOFR7.50%12.97%10/3/20184/19/202618,197 18,017 18,197 2.01 
Drilling Info Holdings, Inc.Drilling Info Holdings, Inc.^(2)(3)Energy: Oil & GasLIBOR8.25%11.37%2/11/20207/30/202618,600 18,266 18,693 1.99 Drilling Info Holdings, Inc.^(2)(13)Energy: Oil & GasSOFR8.25%13.67%2/11/20207/30/202618,600 18,339 18,600 2.05 
Jazz Acquisition, Inc.^(2)(3)Aerospace & DefenseLIBOR8.00%11.12%6/13/20196/18/202723,450 23,217 21,544 2.30 
Outcomes Group Holdings, Inc.Outcomes Group Holdings, Inc.^*(2)(3)Business ServicesLIBOR7.50%11.17%10/23/201810/26/20261,731 1,728 1,731 0.19 Outcomes Group Holdings, Inc.^*(2)Business ServicesSOFR7.50%13.02%10/23/201810/26/20261,731 1,729 1,717 0.19 
PAI Holdco, Inc.PAI Holdco, Inc.^(2)(3)AutomotiveLIBOR5.50%, 2.00% PIK10.31%10/28/202010/28/202814,016 13,688 13,889 1.48 PAI Holdco, Inc.^(2)(3)AutomotiveSOFR5.50%, 2.00% PIK13.02%10/28/202010/28/202814,304 14,017 13,713 1.51 
Peraton Corp.^*(2)(3)Aerospace & DefenseLIBOR7.75%10.57%2/24/20212/1/202911,941 11,785 11,394 1.22 
Quartz Holding CompanyQuartz Holding Company^*(2)(3)SoftwareLIBOR8.00%11.12%4/2/20194/2/20277,048 6,949 7,003 0.75 Quartz Holding Company^*(2)(13)SoftwareSOFR8.00%13.42%4/2/20194/2/20277,048 6,975 6,947 0.77 
Stonegate Pub Company Bidco Limited (United Kingdom)Stonegate Pub Company Bidco Limited (United Kingdom)^(2)(3)(7)Beverage & FoodSONIA8.50%9.44%3/12/20203/12/2028£20,000 24,830 20,377 2.18 Stonegate Pub Company Bidco Limited (United Kingdom)^(2)(7)Beverage & FoodSONIA8.50%12.93%3/12/20203/12/2028£20,000 24,870 21,474 2.37 
TruGreen Limited PartnershipTruGreen Limited Partnership^(2)(3)Consumer ServicesLIBOR8.50%11.62%11/16/202011/2/202813,000 12,785 12,117 1.30 TruGreen Limited Partnership^(2)(3)(13)Consumer ServicesSOFR8.50%14.13%11/16/202011/2/202813,000 12,810 12,336 1.36 
World 50, Inc.World 50, Inc.^(9)Business ServicesFIXED11.50%11.50%1/10/20201/9/202718,552 18,254 17,723 1.89 World 50, Inc.^(9)Business ServicesFIXED11.50%11.50%1/10/20201/9/202718,098 17,863 18,098 2.00 
Second Lien Debt TotalSecond Lien Debt Total$270,772 $263,211 28.13 %Second Lien Debt Total$241,091 $236,975 26.14 %



Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net Assets
Equity Investments (5.1% of fair value)
ANLG Holdings, LLC^(6)Capital Equipment6/22/2018592$592 $991 0.11 %
Appriss Health, LLC^(6)Healthcare & Pharmaceuticals5/6/202165,4435,2750.58 
12

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net Assets
Equity Investments (4.8% of fair value)
ANLG Holdings, LLC^(6)Capital Equipment6/22/2018592$592 $649 0.07 %
Appriss Health, LLC^(6)Healthcare & Pharmaceuticals5/6/202154,8614,8430.52 
Atlas Ontario LP (Canada)Atlas Ontario LP (Canada)^(6)(7)Business Services4/7/20215,1145,1145,1140.55 Atlas Ontario LP (Canada)^(6)(7)Business Services4/7/20215,114$5,114 $5,114 0.56 %
Avenu Holdings, LLCAvenu Holdings, LLC^(6)Sovereign & Public Finance9/28/20181721045480.06 Avenu Holdings, LLC^(6)Sovereign & Public Finance9/28/20181721045220.06 
Bayside HoldCo, LLCBayside HoldCo, LLC^(6)Healthcare & Pharmaceuticals5/31/20236— — — 
Blackbird Holdco, Inc.Blackbird Holdco, Inc.^(6)Capital Equipment12/14/20211110,436 10,476 1.12 Blackbird Holdco, Inc.^(6)Capital Equipment12/14/20211211,927 11,669 1.29 
Buckeye Parent, LLCBuckeye Parent, LLC^(6)Automotive12/22/20218858858120.09 Buckeye Parent, LLC^(6)Automotive12/22/2021885885340.00 
Chartis Holding, LLCChartis Holding, LLC^(6)Business Services5/1/20194334336390.07 Chartis Holding, LLC^(6)Business Services5/1/20194334216070.07 
CIP Revolution Holdings, LLCCIP Revolution Holdings, LLC^(6)Media: Advertising, Printing & Publishing8/19/20163183181810.02 CIP Revolution Holdings, LLC^(6)Media: Advertising, Printing & Publishing8/19/20163183182470.03 
Cority Software Inc. (Canada)Cority Software Inc. (Canada)^(6)(7)Software7/2/20192502506060.06 Cority Software Inc. (Canada)^(6)(7)Software7/2/20192502506590.07 
Derm Growth Partners III, LLCDerm Growth Partners III, LLC^(6)Healthcare & Pharmaceuticals5/31/20161,0001,000 — — Derm Growth Partners III, LLC^(6)Healthcare & Pharmaceuticals5/31/20161,0001,000 — — 
Diligent CorporationDiligent Corporation^(6)Telecommunications4/5/20211211,46810,9001.15 Diligent Corporation^(6)Telecommunications4/5/20211312,82712,6911.40 
ECP Parent, LLCECP Parent, LLC^(6)Healthcare & Pharmaceuticals3/29/2018268— 290 0.03 ECP Parent, LLC^(6)Healthcare & Pharmaceuticals3/29/2018268— 290 0.03 
GB Vino Parent, L.P.GB Vino Parent, L.P.^(6)Beverage & Food10/29/202143512610.03 GB Vino Parent, L.P.^(6)Beverage & Food10/29/202143512930.03 
Integrity Marketing Group, LLCIntegrity Marketing Group, LLC^(6)Diversified Financial Services12/21/202116,24415,99316,0861.72 Integrity Marketing Group, LLC^(6)Diversified Financial Services12/21/202118,05617,87617,5191.93 
K2 Insurance Services, LLC^(6)Diversified Financial Services7/3/2019433 306 903 0.10 
Legacy.com, Inc.Legacy.com, Inc.^(6)High Tech Industries3/20/20171,5001,500 1,125 0.12 Legacy.com, Inc.^(6)High Tech Industries3/20/20171,5001,500 1,060 0.12 
NearU Holdings LLCNearU Holdings LLC^(6)Consumer Services8/16/2022252,4702,4700.26 NearU Holdings LLC^(6)Consumer Services8/16/2022252,4701,5820.17 
NEFCO Holding Company LLCNEFCO Holding Company LLC^(6)Construction & Building8/5/20221615 615 0.07 NEFCO Holding Company LLC^(6)Construction & Building8/5/20221608 608 0.07 
North Haven Goldfinch Topco, LLCNorth Haven Goldfinch Topco, LLC^(6)Containers, Packaging & Glass6/18/20182,3152,3151,5230.16 North Haven Goldfinch Topco, LLC^(6)Containers, Packaging & Glass6/18/20182,3152,315— 
Pascal Ultimate Holdings, L.PPascal Ultimate Holdings, L.P^(6)Capital Equipment7/21/202136364 638 0.07 Pascal Ultimate Holdings, L.P^(6)Capital Equipment7/21/202136364 859 0.09 
Picard Parent, Inc.Picard Parent, Inc.^(6)High Tech Industries9/30/202288,189 8,189 0.88 Picard Parent, Inc.^(6)High Tech Industries9/30/202287,417 7,607 0.84 
Profile Holdings I, LPProfile Holdings I, LP^(6)Chemicals, Plastics & Rubber3/8/20225523 523 0.06 Profile Holdings I, LP^(6)Chemicals, Plastics & Rubber3/8/20225523 451 0.05 
Sinch AB (Sweden)Sinch AB (Sweden)^(6)(7)High Tech Industries3/26/20191041,168 142 0.02 Sinch AB (Sweden)^(6)(7)High Tech Industries3/26/2019106 1,168 187 0.02 
Summit K2 Midco, Inc.Summit K2 Midco, Inc.^(6)Diversified Financial Services4/27/2023121121 124 0.01 
Tailwind HMT Holdings Corp.Tailwind HMT Holdings Corp.^(6)Energy: Oil & Gas11/17/2017221,558 1,296 0.14 Tailwind HMT Holdings Corp.^(6)Energy: Oil & Gas11/17/2017221,558 1,598 0.18 
Talon MidCo 1 LimitedTalon MidCo 1 Limited^(6)Software8/17/20221,0181,456 1,740 0.19 
Tank Holding Corp.Tank Holding Corp.^(6)Capital Equipment3/26/2019850— 2,595 0.28 Tank Holding Corp.^(6)Capital Equipment3/26/2019850— 2,364 0.26 
Titan DI Preferred Holdings, Inc.Titan DI Preferred Holdings, Inc.^(6)Energy: Oil & Gas2/11/202014,18313,948 13,8291.48 Titan DI Preferred Holdings, Inc.^(6)Energy: Oil & Gas2/11/202016,19715,994 15,8331.75 
Talon MidCo 1 Limited^(6)Software8/17/2022145,6311,456 1,4560.16 
Turbo Buyer, Inc.Turbo Buyer, Inc.^(6)Automotive12/2/20191,9259332,4160.26 Turbo Buyer, Inc.^(6)Automotive12/2/20191,9259332,2260.25 
U.S. Legal Support Investment Holdings, LLCU.S. Legal Support Investment Holdings, LLC^(6)Business Services11/30/20186416418410.09 U.S. Legal Support Investment Holdings, LLC^(6)Business Services11/30/20186416416980.08 
Unifrutti Financing PLC (Cyprus)^(6)(7)Beverage & Food10/22/202015186100.07 
Unifrutti Financing PLC (Cyprus)^(6)(7)Beverage & Food10/22/20201331750.02 
W50 Parent LLCW50 Parent LLC^(6)Business Services1/10/20205001907330.08 W50 Parent LLC^(6)Business Services1/10/20205001901,1750.13 
Zenith American Holding, Inc.Zenith American Holding, Inc.^(6)Business Services12/13/20171,5647611,0680.11 Zenith American Holding, Inc.^(6)Business Services12/13/20171,5657601,6190.18 
Equity Investments TotalEquity Investments Total$89,393 $92,552 9.90 %Equity Investments Total$95,126 $95,642 10.56 %
Total investments—non-controlled/non-affiliatedTotal investments—non-controlled/non-affiliated$1,609,840 $1,556,390 171.71 %
13

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net Assets
Total investments—non-controlled/non-affiliated$1,696,613 $1,642,494 175.55 %
Investments—non-controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net 
Assets
First Lien Debt (2.5% of fair value)
Direct Travel, Inc.^*(2)(3)(12)(13)Leisure Products & ServicesSOFR6.50%, 2.00% PIK14.04%10/14/201610/1/2025$44,184 $43,019 $44,184 4.87 %
Direct Travel, Inc.^(2)(3)(12)(13)(16)Leisure Products & ServicesSOFR6.00%11.42%10/1/202010/1/20253,0152,9283,0150.33 
First Lien Debt Total$45,947 $47,199 5.21 %
Investments—non-controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ 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 & ServicesLIBOR8.50%12.17%10/14/201610/1/2023$43,520 $41,874 $39,132 4.18 %
Direct Travel, Inc.^(2)(3)(12)(14)Leisure Products & ServicesLIBOR6.00%8.34%10/1/202010/1/20232,7312,6032,7310.29 
First Lien Debt Total$44,477 $41,863 4.47 %
Investments—non-controlled/affiliatedInvestments—non-controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net 
Assets
Investments—non-controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net 
Assets
Equity Investments (0.0% of fair value)
Equity Investments (0.3% of fair value)Equity Investments (0.3% of fair value)
Direct Travel, Inc.Direct Travel, Inc.^(6)(12)Leisure Products & Services10/1/202043 $— $— — %Direct Travel, Inc.^(6)(12)Leisure Products & Services10/1/202043 $— $5,471 0.60 %
Equity Investments TotalEquity Investments Total$— $— — %Equity Investments Total$— $5,471 0.60 %
Total investments—non-controlled/affiliatedTotal investments—non-controlled/affiliated$44,477 $41,863 4.47 %Total investments—non-controlled/affiliated$45,947 $52,670 5.81 %

Investments—controlled/affiliatedInvestments—controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar Amount/ LLC Interest **Cost
Fair
Value (5)
% of Net AssetsInvestments—controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar Amount/ LLC Interest **Cost
Fair
Value (5)
% of Net Assets
Investment Funds (13.6% of fair value)
Investment Funds (13.5% of fair value)Investment Funds (13.5% of fair value)
Middle Market Credit Fund II, LLC, Member's InterestMiddle Market Credit Fund II, LLC, Member's Interest^(7)(10)Investment FundsN/A—%11/3/202012/31/2030$78,122 $78,096 $74,997 8.02 %Middle Market Credit Fund II, LLC, Member's Interest^(7)(10)Investment FundsFIXED14.22%14.22%11/3/202012/31/2030$78,122 $78,096 $66,888 7.38 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's InterestMiddle Market Credit Fund, LLC, Subordinated Loan and Member's Interest^(7)(10)Investment FundsN/A—%2/29/201612/31/2024193,000 193,001 189,603 20.27 Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest^(7)(10)Investment FundsFIXED11.40%11.40%2/29/201612/31/2027193,000 193,001 184,527 20.37 
Middle Market Credit Fund, Mezzanine LoanMiddle Market Credit Fund, Mezzanine Loan(2)(3)(7)(9)(10)Investment FundsLIBOR9.00%12.14%6/30/20165/21/2023— — — Middle Market Credit Fund, Mezzanine Loan^(2)(7)(9)(10)Investment FundsSOFR9.00%14.27%6/30/20165/21/2025— — — — 
Investment Funds TotalInvestment Funds Total$271,097 $264,600 28.29 %Investment Funds Total$271,097 $251,415 27.75 %
Total investments—controlled/affiliatedTotal investments—controlled/affiliated$271,097 $264,600 28.29 %Total investments—controlled/affiliated$271,097 $251,415 27.75 %
Total InvestmentsTotal Investments$2,012,187 $1,948,957 208.30 %Total Investments$1,926,884 $1,860,475 205.25 %

^ Denotes that all or a portion of the assets are owned by Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “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, to these unaudited 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”).
14

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,7, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to the creditors of the Company.
** Par amount is denominated in USD (“$”) unless otherwise noted, as denominated in Euro (“€”), Canadian Dollar (“C$”) 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
14

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2023
(dollar amounts in thousands) (unaudited)
held the power to exercise control over the management or policies of the portfolio company. As of September 30, 2022,2023, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2022,2023, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either 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, 2022.2023. As of September 30, 2022,2023, the reference rates for our 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%5.32%, and the 90-day SOFR at 3.59%5.40%, the 180-day SOFR at 5.47%, the daily SONIA at 5.19%, the 30-day EURIBOR at 3.85%, the 90-day EURIBOR at 3.95% and the 30-day CDOR at 5.51%.
(3)Loan includes interest rate floor feature, which is generally 1.00%ranges from 0.50% to 3.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements, to these unaudited 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, 2022,2023, the aggregate fair value of these securities is $92,552,$101,113, or 9.89%11.15% 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, 2022.2023.
(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 Note 5, Middle Market Credit Fund, LLC, and Note 6, Middle Market Credit Fund II, LLC, to these unaudited consolidated financial statements for more details. Transactions related to investments in controlled affiliates for the nine month periodmonths ended September 30, 2022,2023, were as follows:
Investments—controlled/affiliatedInvestments—controlled/affiliatedFair Value as of December 31, 2021Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of September 30, 2022Dividend and Interest IncomeInvestments—controlled/affiliatedFair Value as of December 31, 2022Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of September 30, 2023Dividend Income
Middle Market Credit Fund II LLC, Member's InterestMiddle Market Credit Fund II LLC, Member's Interest$72,957 $— $— $— $(6,069)$66,888 $8,328 
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
$184,141 $— $— $— $5,462 $189,603 $15,000 
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
190,065 — — — (5,538)184,527 16,500 
Middle Market Credit Fund, Mezzanine LoanMiddle Market Credit Fund, Mezzanine Loan— — — — — — — Middle Market Credit Fund, Mezzanine Loan— — — — — — — 
Middle Market Credit Fund II LLC, Member's Interest77,958 — — — (2,961)74,997 7,572 
Total investments—controlled/affiliatedTotal investments—controlled/affiliated$262,099 $— $— $— $2,501 $264,600 $22,572 Total investments—controlled/affiliated$263,022 $— $— $— $(11,607)$251,415 $24,828 

15

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2022
(dollar amounts in thousands) (unaudited)
Investments—controlled/affiliatedFair Value as of December 31, 2021Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of September 30, 2022Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan)$2,251 $— $(2,251)$— $— $— $
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.lenders, which has been included in the spread of each applicable investment. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(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 nine month periodmonths ended September 30, 20222023 were as follows:
Investments—non-controlled/affiliatedFair Value as of December 31, 2021Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of September 30, 2022Dividend and Interest Income
Direct Travel, Inc.$27,555 $7,193 $(1,177)$— $5,561 $39,132 $8,059 
Direct Travel, Inc.2,731 — — — — 2,731 100 
Direct Travel, Inc. (Equity)— — — — — — — 
Total investments—non-controlled/affiliated$30,286 $7,193 $(1,177)$— $5,561 $41,863 $8,159 
15

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/affiliatedFair Value as of December 31, 2022Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of September 30, 2023Interest and Other Income
Direct Travel, Inc.$42,636 $1,007 $— $— $541 $44,184 $4,326 
Direct Travel, Inc.2,731 314 — — (30)3,015 280 
Direct Travel, Inc. (Equity)— — — — 5,471 5,471 — 
Total investments—non-controlled/affiliated$45,367 $1,321 $— $— $5,982 $52,670 $4,606 


(13)
Loans include a credit spread adjustment that ranges from 0.10% to 0.43%.

(14)
Loan is in forbearance as of September 30, 2023.
(15)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
(16)As of September 30, 2023, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
ADPD Holdings, LLCDelayed Draw1.00%$2,878 $(232)
ADPD Holdings, LLCRevolver0.50621 (50)
Advanced Web Technologies Holding CompanyRevolver0.50985 (2)
Alpine Acquisition Corp IIRevolver0.502,068 (96)
Apex Companies Holdings, LLCDelayed Draw1.002,305 (15)
Applied Technical Services, LLCDelayed Draw1.00240 
Applied Technical Services, LLCRevolver0.5032 — 
Appriss Health, LLCRevolver0.502,963 (26)
Ascend Buyer, LLCRevolver0.501,284 (18)
Associations, Inc.Revolver0.50723 — 
Atlas AU Bidco Pty Ltd (Australia)Revolver0.50268 
Avalara, Inc.Revolver0.502,250 34 
Bayside OPCP, LLCRevolver0.501,623 — 
BlueCat Networks, Inc. (Canada)Delayed Draw1.00195 (3)
Bradyifs Holdings, LLCRevolver0.50661 (2)
CD&R Madison Parent Ltd (United Kingdom)Delayed Draw1.50£271 
Celerion Buyer, Inc.Delayed Draw1.00499 
Celerion Buyer, Inc.Revolver0.50249 
Chartis Holding, LLCRevolver0.50170 — 
Chemical Computing Group ULC (Canada)Revolver0.5029 — 
CircusTrix Holdings, LLCDelayed Draw1.001,613 (40)
CircusTrix Holdings, LLCRevolver0.50806 (20)
CoreWeave Compute Acquisition Co. II, LLCDelayed Draw1.001,937 (34)
16

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
(13)The investment is secured by receivables purchased from the portfolio company, with an implied discount of 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, 2022, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
ADPD Holdings, LLCDelayed Draw—%$1,083 $(22)
ADPD Holdings, LLCRevolver0.50621 (12)
ADPD Holdings, LLCDelayed Draw299 (6)
ADPD Holdings, LLCDelayed Draw1,951 (39)
Advanced Web Technologies Holding CompanyRevolver0.50854 (9)
Advanced Web Technologies Holding CompanyDelayed Draw1.001,602 (17)
Airnov, Inc.Revolver0.50688 (3)
Alpine Acquisition Corp IIRevolver0.501,034 (37)
American Physician Partners, LLCRevolver0.50550 (2)
Analogic CorporationRevolver0.5029 (1)
Applied Technical Services, LLCRevolver0.5042 — 
Appriss Health, LLCRevolver0.502,963 (69)
Apptio, Inc.Revolver0.501,420 — 
Ascend Buyer, LLCRevolver0.501,113 (19)
Associations, Inc.Revolver0.50723 (17)
Blackbird Purchaser, Inc.Delayed Draw1.004,597 (171)
BlueCat Networks (USA) Inc.Delayed Draw0.50240 (5)
BlueCat Networks (USA) Inc.Delayed Draw0.50446 (9)
BMS Holdings III Corp.Delayed Draw2.659,688 (137)
Bubbles Bidco S.P.A. (Italy)Delayed Draw2.80855 (4)
Bubbles Bidco S.P.A. (Italy)Revolver526 (3)
Chartis Holding, LLCRevolver0.50217 (1)
Chemical Computing Group ULC (Canada)Revolver0.5029 — 
Comar Holding Company, LLCRevolver0.502,935 (127)
Cority Software Inc. (Canada)Revolver0.503,000 (26)
DCA Investment Holding LLCDelayed Draw1.00618 (22)
Denali Midco 2, LLCDelayed Draw1.002,857 (86)
Diligent CorporationRevolver0.5023 (1)
Direct Travel, Inc.Delayed Draw0.501,657 — 
Dwyer Instruments, Inc.Revolver0.50994 (14)
Dwyer Instruments, Inc.Delayed Draw1.00161 (2)
Eliassen Group, LLCDelayed Draw1.003,310 (42)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Cority Software Inc. (Canada)Revolver0.50%$3,000 $(10)
Coupa Holdings, LLCDelayed Draw1.00771 16 
Coupa Holdings, LLCRevolver0.50591 12 
CPI Intermediate Holdings, Inc.Delayed Draw1.00927 (12)
CST Holding CompanyRevolver0.50470 
Denali Midco 2, LLCDelayed Draw1.00876 (18)
Diligent CorporationRevolver0.5028 — 
Direct Travel, Inc.Delayed Draw0.501,373 — 
Dwyer Instruments, Inc.Delayed Draw1.00161 — 
Dwyer Instruments, Inc.Revolver0.50876 
Eliassen Group, LLCDelayed Draw1.002,668 (11)
Ellkay, LLCRevolver0.501,786 (124)
EPS Nass Parent, Inc.Revolver0.5010 — 
Excel Fitness Holdings, Inc.Revolver0.50891 (16)
Excelitas Technologies Corp.Delayed Draw1.0099 (1)
Excelitas Technologies Corp.Revolver0.50150 (2)
FPG Intermediate Holdco, LLCDelayed Draw1.003,973 (49)
Greenhouse Software, Inc.Revolver0.502,204 (16)
Hadrian Acquisition Limited (United Kingdom)Delayed Draw2.33£1,842 (11)
Harbour Benefit Holdings, Inc.Revolver0.503,180 (23)
Heartland Home Services, Inc.Revolver0.50619 (8)
Hercules Borrower LLCRevolver0.502,045 — 
Hoosier Intermediate, LLCRevolver0.502,400 (187)
HS Spa Holdings Inc.Revolver0.501,079 (7)
iCIMS, Inc.Delayed Draw6,015 (14)
iCIMS, Inc.Revolver0.502,026 (5)
IQN Holding Corp.Delayed Draw1.00395 
IQN Holding Corp.Revolver0.50489 
Jeg's Automotive, LLCDelayed Draw1.004,167 (617)
Kaseya, Inc.Delayed Draw1.001,076 (6)
Kaseya, Inc.Revolver0.501,541 (8)
Lifelong Learner Holdings, LLCRevolver0.50— 
LVF Holdings, Inc.Revolver0.502,919 (47)
Material Holdings, LLCDelayed Draw881 (45)
Material Holdings, LLCRevolver1.00652 (33)
Medical Manufacturing Technologies, LLCRevolver0.50661 (5)
17

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Ellkay, LLCRevolver0.50%$1,786 $(110)
EPS Nass Parent, Inc.Revolver0.5040 (1)
EPS Nass Parent, Inc.Delayed Draw1.0037 (1)
EvolveIP, LLCRevolver0.50655 (10)
Excel Fitness Holdings, Inc.Revolver0.50828 (29)
Excelitas Technologies Corp.Revolver0.50217 (4)
Excelitas Technologies Corp.Delayed Draw152 (3)
FPG Intermediate Holdco, LLCDelayed Draw1.003,973 (79)
Greenhouse Software, Inc.Revolver0.501,471 (41)
Greenhouse Software, Inc.Revolver0.50733 (21)
Hadrian Acquisition Limited (United Kingdom)Delayed Draw2.332,589 (57)
Harbour Benefit Holdings, Inc.Revolver0.503,180 (11)
Heartland Home Services, IncDelayed Draw0.758,098 (130)
Heartland Home Services, IncRevolver0.50619 (5)
Hercules Borrower LLCRevolver0.501,929 (45)
Hoosier Intermediate, LLCRevolver0.501,600 (81)
HS Spa Holdings Inc.Revolver0.501,235 (35)
iCIMS, Inc.Revolver0.502,432 (43)
iCIMS, Inc.Delayed Draw6,784 (119)
Individual FoodService Holdings, LLCRevolver0.50739 (8)
Individual FoodService Holdings, LLCDelayed Draw1.003,290 (36)
IQN Holding Corp.Delayed Draw1.00753 (5)
IQN Holding Corp.Revolver0.50489 (3)
Jeg's Automotive, LLCRevolver0.50677 (22)
Jeg's Automotive, LLCDelayed Draw1.004,167 (134)
K2 Insurance Services, LLCRevolver0.501,120 (4)
Kaseya, Inc.Revolver0.502,054 (46)
Kaseya, Inc.Delayed Draw0.501,146 (25)
Lifelong Learner Holdings, LLCRevolver0.50— 
Liqui-Box Holdings, Inc.Revolver0.50544 (35)
LVF Holdings, Inc.Revolver0.50759 (50)
LVF Holdings, Inc.Delayed Draw1.004,670 (306)
Material Holdings, LLCDelayed Draw977 (44)
Material Holdings, LLCRevolver1.00499 (23)
Maverick Acquisition, Inc.Delayed Draw1.004,679 (503)
Maverick Acquisition, Inc.Delayed Draw1.001,290 (139)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
NEFCO Holding Company LLCDelayed Draw1.00%$369 $— 
NEFCO Holding Company LLCRevolver0.50433 — 
NMI AcquisitionCo, Inc.Revolver0.501,280 (11)
North Haven Fairway Buyer, LLCRevolver0.501,154 (25)
North Haven Stallone Buyer, LLCDelayed Draw1.0087 (1)
Oak Purchaser, Inc.Delayed Draw0.501,354 (37)
Oak Purchaser, Inc.Revolver0.50584 (16)
Oranje Holdco, Inc.Revolver0.501,006 
Pestco Intermediate, LLCDelayed Draw2.001,387 (24)
Pestco Intermediate, LLCRevolver0.50238 (4)
PF Atlantic Holdco 2, LLCDelayed Draw1.007,448 (15)
PF Atlantic Holdco 2, LLCRevolver0.501,241 (3)
Prophix Software Inc. (Canada)Delayed Draw379 — 
Prophix Software Inc. (Canada)Revolver0.501,993 — 
Pushpay USA Inc.Revolver0.501,235 (15)
PXO Holdings I Corp.Delayed Draw1.00885 (22)
PXO Holdings I Corp.Revolver0.501,315 (33)
QNNECT, LLCDelayed Draw1.001,325 15 
Radwell Parent, LLCRevolver0.381,116 
RSC Acquisition, Inc.Revolver0.50462 (4)
Sapphire Convention, Inc.Revolver0.504,188 (13)
SCP Eye Care HoldCo, LLCDelayed Draw1.0021 — 
SCP Eye Care HoldCo, LLCRevolver0.50— 
Smarsh Inc.Delayed Draw1.00816 (8)
Smarsh Inc.Revolver0.50408 (4)
Spotless Brands, LLCDelayed Draw1.0015,000 92 
Spotless Brands, LLCRevolver0.501,096 (3)
Summit Acquisition, Inc.Delayed Draw1.001,374 (13)
Summit Acquisition, Inc.Revolver0.50687 (6)
Tank Holding Corp.Revolver0.38359 (11)
The Carlstar Group LLCRevolver0.503,657 20 
Trader Corporation (Canada)Revolver0.50C$906 11 
Tufin Software North America, Inc.Delayed Draw324 (7)
Tufin Software North America, Inc.Revolver0.501,339 (28)
Turbo Buyer, Inc.Delayed Draw1.002,967 (36)
Turbo Buyer, Inc.Revolver0.501,217 (15)
18

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Medical Manufacturing Technologies, LLCRevolver0.50%$1,446 $(28)
Medical Manufacturing Technologies, LLCDelayed Draw1.007,107 (140)
MMIT Holdings, LLCRevolver0.50808 (3)
NEFCO Holding Company LLCDelayed Draw1.00380 (8)
NEFCO Holding Company LLCDelayed Draw1.00553 (11)
NEFCO Holding Company LLCRevolver0.50763 (15)
NMI AcquisitionCo, Inc.Revolver0.501,280 (30)
North Haven Fairway Buyer, LLCDelayed Draw0.50432 (9)
North Haven Fairway Buyer, LLCRevolver0.502,404 (49)
Oak Purchaser, Inc.Delayed Draw0.501,623 (8)
Oak Purchaser, Inc.Revolver0.50584 (3)
PF Atlantic Holdco 2, LLCDelayed Draw0.759,517 (165)
PF Atlantic Holdco 2, LLCRevolver0.502,759 (48)
PPT Management Holdings, LLCRevolver0.50587 — 
Prophix Software Inc. (Canada)Revolver0.501,993 
PXO Holdings I Corp.Delayed Draw1.00885 (28)
PXO Holdings I Corp.Revolver0.501,315 (42)
Quantic Electronics, LLCRevolver0.50829 (31)
Quantic Electronics, LLCDelayed Draw1.002,126 (78)
RSC Acquisition, Inc.Revolver0.50462 (20)
RSC Acquisition, Inc.Delayed Draw0.501,083 (46)
Sapphire Convention, Inc.Revolver0.503,849 (206)
Smarsh Inc.Revolver0.50408 (20)
Smarsh Inc.Delayed Draw1.001,633 (80)
Spotless Brands, LLCRevolver0.50303 (9)
Spotless Brands, LLCDelayed Draw1.002,214 (64)
Spotless Brands, LLCDelayed Draw1.00944 (27)
Tank Holding Corp.Revolver0.381,655 (53)
TCFI Aevex LLCDelayed Draw1.00214 (36)
TCFI Aevex LLCDelayed Draw1.001,835 (305)
The Carlstar Group LLCRevolver0.503,657 (72)
Trafigura Trading LLCRevolver0.503,127 (23)
Tufin Software North America, Inc.Revolver0.501,339 (27)
Tufin Software North America, Inc.Delayed Draw304 (6)
Turbo Buyer, Inc.Delayed Draw1.004,681 (93)
Turbo Buyer, Inc.Revolver0.501,217 (24)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
U.S. Legal Support, Inc.Delayed Draw0.50%$1,449 $(18)
U.S. Legal Support, Inc.Revolver0.50735 (9)
Wineshipping.com LLCDelayed Draw1.001,609 (85)
Wineshipping.com LLCRevolver0.50477 (25)
Total unfunded commitments$141,668 $(2,075)


19

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
U.S. Legal Support, Inc.Delayed Draw0.50%$2,032 $(34)
U.S. Legal Support, Inc.Revolver0.501,061 (18)
Wineshipping.com LLCDelayed Draw1.001,609 (79)
Wineshipping.com LLCRevolver0.501,589 (78)
Total unfunded commitments$185,945 $(5,119)
As of September 30, 2023, investments at fair value consisted of the following:
TypeAmortized CostFair Value% of Fair Value
First Lien Debt$1,319,570 $1,270,972 68.4 %
Second Lien Debt241,091 236,975 12.7 
Equity Investments95,126 101,113 5.4 
Investment Funds271,097 251,415 13.5 
Total$1,926,884 $1,860,475 100.0 %
The rate type of debt investments at fair value as of September 30, 2023 was as follows:
Rate TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,542,798 $1,489,849 98.8 %
Fixed Rate17,863 18,098 1.2 
Total$1,560,661 $1,507,947 100.0 %

(15)Loans include a credit spread adjustment that ranges from 0.10% to 0.26%.The industry composition of investments at fair value as of September 30, 2023 was as follows:
IndustryAmortized CostFair Value% of Fair Value
Aerospace & Defense$110,170 $102,601 5.5 %
Automotive83,353 81,404 4.4 
Beverage & Food69,283 65,422 3.5 
Business Services105,697 106,116 5.8 
Capital Equipment56,411 59,347 3.2 
Chemicals, Plastics & Rubber68,500 66,130 3.6 
Construction & Building24,613 24,747 1.3 
Consumer Goods: Durable5,343 5,676 0.3 
Consumer Goods: Non-Durable4,804 4,969 0.3 
Consumer Services82,510 80,797 4.4 
Containers, Packaging & Glass45,718 39,438 2.1 
Diversified Financial Services90,107 89,819 4.8 
Energy: Oil & Gas35,891 36,031 1.9 
Environmental Industries39,680 39,729 2.1 
Healthcare & Pharmaceuticals237,820 210,518 11.4 
High Tech Industries138,259 138,070 7.4 
Investment Funds271,097 251,415 13.5 
Leisure Products & Services122,493 124,835 6.7 
Media: Advertising, Printing & Publishing14,965 15,118 0.8 
Retail29,978 30,419 1.6 
Software181,407 182,652 9.8 
20

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20222023
(dollar amounts in thousands) (unaudited)
As of September 30, 2022, investments at fair value consisted of the following:
TypeAmortized CostFair Value% of Fair Value
First Lien Debt$1,380,925 $1,328,594 68.2 %
Second Lien Debt270,772 263,211 13.5 
Equity Investments89,393 92,552 4.7 
Investment Funds271,097 264,600 13.6 
Total$2,012,187 $1,948,957 100.0 %
The rate type of debt investments at fair value as of September 30, 2022 was as follows:
Rate TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,627,527 $1,568,730 98.6 %
Fixed Rate24,170 23,075 1.4 
Total$1,651,697 $1,591,805 100.0 %

The industry composition of investments at fair value as of September 30, 2022 was as follows:
IndustryAmortized CostFair Value% of Fair Value
Aerospace & Defense$139,565 $131,981 6.8 %
Automotive75,568 77,159 4.0 
Beverage & Food77,073 69,532 3.6 
Business Services94,844 94,021 4.8 
Capital Equipment79,259 80,817 4.1 
Chemicals, Plastics & Rubber77,422 76,931 4.0 
Construction & Building18,513 18,310 0.9 
Consumer Goods: Durable438 427 — 
Consumer Goods: Non-Durable5,315 4,360 0.2 
Consumer Services108,064 106,868 5.5 
Containers, Packaging & Glass54,054 52,132 2.8 
Diversified Financial Services55,567 52,539 2.7 
Energy: Oil & Gas43,359 43,410 2.2 
Environmental Industries59,399 58,471 3.0 
Healthcare & Pharmaceuticals246,987 230,007 11.8 
High Tech Industries147,357 144,525 7.4 
Investment Funds271,097 264,600 13.6 
Leisure Products & Services114,526 106,387 5.5 
Media: Advertising, Printing & Publishing318 181 — 
Media: Diversified & Production19,747 19,746 1.0 
Metals & Mining6,765 6,796 0.3 
21

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2022
(dollar amounts in thousands) (unaudited)
IndustryIndustryAmortized CostFair Value% of Fair ValueIndustryAmortized CostFair Value% of Fair Value
Retail$31,678 $31,616 1.6 %
Software180,501 179,027 9.2 
Sovereign & Public FinanceSovereign & Public Finance182 626 — Sovereign & Public Finance$182 $601 0.0 %
TelecommunicationsTelecommunications72,014 66,223 3.4 Telecommunications78,656 74,549 4.0 
Transportation: CargoTransportation: Cargo19,668 19,292 1.0 Transportation: Cargo8,746 8,431 0.5 
Utilities: ElectricUtilities: Electric898 888 — Utilities: Electric922 917 0.0 
WholesaleWholesale12,009 12,085 0.6 Wholesale20,279 20,724 1.1 
$2,012,187 $1,948,957 100.0 %$1,926,884 $1,860,475 100.0 %
The geographical composition of investments at fair value as of September 30, 20222023 was as follows:
GeographyGeographyAmortized CostFair Value% of Fair ValueGeographyAmortized CostFair Value% of Fair Value
AustraliaAustralia$2,803 $2,922 0.2 %
CanadaCanada$35,895 $36,502 1.9 %Canada47,895 48,847 2.6 
Cyprus6,567 6,137 0.2 
Italy5,315 4,360 0.2 
LuxembourgLuxembourg41,499 38,243 2.0 Luxembourg41,400 39,331 2.1 
SwedenSweden1,168 142 — Sweden1,168 187 0.0 
United KingdomUnited Kingdom81,526 75,105 3.9 United Kingdom75,510 71,657 3.9 
United StatesUnited States1,840,217 1,788,468 91.8 United States1,758,108 1,697,531 91.2 
TotalTotal$2,012,187 $1,948,957 100.0 %Total$1,926,884 $1,860,475 100.0 %


The accompanying notes are an integral part of these unaudited consolidated financial statements.
2221

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 20212022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
First Lien Debt (62.1% of fair value)
First Lien Debt (66.3% of fair value)First Lien Debt (66.3% of fair value)
ADPD Holdings, LLCADPD Holdings, LLC^*(2)(3)(14)(15)Consumer ServicesSOFR6.00%10.37%8/16/20228/15/2028$9,913 $9,651 $9,571 1.04 %
Advanced Web Technologies Holding CompanyAdvanced Web Technologies Holding Company^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.75%6.75%12/17/202012/17/2026$7,177 $6,970 $7,297 0.77 %Advanced Web Technologies Holding Company^*(2)(3)(14)Containers, Packaging & GlassLIBOR6.25%10.67%12/17/202012/17/20269,315 9,144 9,196 1.00 
Airnov, Inc.Airnov, Inc.^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.00%6.00%12/20/201912/19/20251,862 1,833 1,862 0.20 Airnov, Inc.^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.00%9.75%12/20/201912/19/20252,035 2,013 2,019 0.22 
Allied Universal Holdco LLCAllied Universal Holdco LLC^(2)(3)Business ServicesLIBOR4.25%4.46%2/17/20217/10/2026497 500 498 0.04 Allied Universal Holdco LLC^(2)(3)(15)Business ServicesLIBOR3.75%8.17%2/17/20215/14/2028493 494 467 0.05 
Alpine Acquisition Corp IIAlpine Acquisition Corp II^*(2)(3)(14)(15)Transportation: CargoSOFR5.50%9.76%4/19/202211/30/20267,597 7,406 7,188 0.78 
American Physician Partners, LLCAmerican Physician Partners, LLC^*(2)(3)(15)Healthcare & PharmaceuticalsSOFR6.75%, 3.50% PIK14.67%1/7/20198/5/202230,121 30,125 26,002 2.83 
American Physician Partners, LLCAmerican Physician Partners, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR6.75%, 1.50% PIK9.25%1/7/20192/21/202227,908 27,886 27,908 2.94 American Physician Partners, LLC^(2)(3)(14)(15)Healthcare & PharmaceuticalsSOFR6.75%, 3.50% PIK14.67%12/16/20222/15/2023799 764 751 0.08 
Analogic CorporationAnalogic Corporation^*(2)(3)(14)Capital EquipmentLIBOR5.25%6.25%6/22/20186/22/20242,434 2,412 2,408 0.25 Analogic Corporation^*(2)(3)(14)Capital EquipmentLIBOR5.25%9.67%6/22/20186/22/20242,462 2,449 2,402 0.26 
Applied Technical Services, LLCApplied Technical Services, LLC^(2)(3)(14)Business ServicesLIBOR5.75%6.75%12/29/202012/29/2026536 525 536 0.06 Applied Technical Services, LLC^(2)(3)(14)Business ServicesLIBOR5.75%10.52%12/29/202012/29/2026533 524 531 0.06 
Appriss Health, LLCAppriss Health, LLC^(2)(3)(14)Healthcare & PharmaceuticalsLIBOR7.25%8.25%5/6/20215/6/202743,247 42,406 43,295 4.56 Appriss Health, LLC^(2)(3)(14)Healthcare & PharmaceuticalsLIBOR7.25%11.54%5/6/20215/6/202736,831 36,218 35,303 3.85 
Apptio, Inc.Apptio, Inc.^(2)(3)(14)SoftwareLIBOR7.25%8.25%1/10/20191/10/20256,131 6,044 6,130 0.65 Apptio, Inc.^(2)(3)(14)SoftwareLIBOR6.00%9.94%1/10/20191/10/20256,604 6,544 6,604 0.72 
Ascend Buyer, LLCAscend Buyer, LLC^(2)(3)(14)Containers, Packaging & GlassLIBOR5.75%6.50%9/30/20219/30/202812,838 12,569 12,618 1.33 Ascend Buyer, LLC^*(2)(3)(14)(15)Containers, Packaging & GlassSOFR6.25%10.67%9/30/20219/30/20283,420 3,342 3,338 0.36 
Associations, Inc.Associations, Inc.^(2)(3)(14)Construction & BuildingLIBOR4.00%, 2.50% PIK7.50%7/2/20217/2/202711,570 11,457 11,599 1.22 Associations, Inc.^(2)(3)(14)Construction & BuildingSOFR4.00%, 2.50% PIK11.04%7/2/20217/2/202712,854 12,754 12,451 1.36 
Atlas AU Bidco Pty Ltd (Australia)Atlas AU Bidco Pty Ltd (Australia)^(2)(3)(7)(14)High Tech IndustriesSOFR7.25%11.48%12/15/202212/12/20292,890 2,796 2,796 0.31 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)Aurora Lux FinCo S.Á.R.L. (Luxembourg)^*(2)(3)(7)SoftwareLIBOR6.00%7.00%12/24/201912/24/202632,488 31,870 29,269 3.08 Aurora Lux FinCo S.Á.R.L. (Luxembourg)^*(2)(3)(7)SoftwareLIBOR6.00%10.32%12/24/201912/24/202632,158 31,649 30,389 3.31 
Avenu Holdings, LLC*(2)(3)Sovereign & Public FinanceLIBOR5.25%6.25%9/28/20189/28/202413,545 13,451 13,545 1.43 
Avalara, Inc.Avalara, Inc.^(2)(3)(14)Diversified Financial ServicesSOFR7.25%11.83%10/19/202210/19/202822,500 21,898 21,752 2.37 
Barnes & Noble, Inc.Barnes & Noble, Inc.^(2)(3)(11)RetailLIBOR6.50%7.50%8/7/201912/20/202628,932 27,926 28,146 2.97 Barnes & Noble, Inc.^(2)(3)(11)(15)RetailSOFR8.31%12.73%8/7/201912/20/202627,848 27,073 26,771 2.92 
BlueCat Networks, Inc. (Canada)BlueCat Networks, Inc. (Canada)*(2)(3)(7)High Tech IndustriesLIBOR6.25%7.25%10/30/202010/30/202611,468 11,270 11,583 1.22 BlueCat Networks, Inc. (Canada)^(2)(3)(7)(14)High Tech IndustriesSOFR4.00%, 2.00% PIK10.46%8/8/20228/8/20283,198 3,126 3,092 0.34 
BMS Holdings III Corp.BMS Holdings III Corp.^(2)(3)(14)Construction & BuildingLIBOR5.50%6.50%9/30/20199/30/2026— (180)(149)(0.02)BMS Holdings III Corp.^(2)(3)(14)Construction & BuildingLIBOR5.50%10.23%9/30/20199/30/20264,832 4,688 4,658 0.51 
Bradyifs Holdings, LLCBradyifs Holdings, LLC^*(2)(3)(14)(15)WholesaleSOFR6.25%10.83%2/21/202011/22/202512,884 12,650 12,720 1.39 
Bubbles Bidco S.P.A. (Italy)Bubbles Bidco S.P.A. (Italy)^(2)(3)(7)(14)Consumer Goods: Non-DurableLIBOR9.25% (100% PIK)9.25%10/20/202110/20/20284,700 5,312 5,167 0.54 Bubbles Bidco S.P.A. (Italy)^(2)(7)(14)Consumer Goods: Non-DurableLIBOR9.25% (100% PIK)11.38%10/20/202110/20/20285,189 5,815 5,505 0.60 
Bubbles Bidco S.P.A. (Italy)Bubbles Bidco S.P.A. (Italy)^(2)(3)(7)(14)Consumer Goods: Non-DurableLIBOR6.25%6.25%10/20/202110/20/2028— (9)(9)— Bubbles Bidco S.P.A. (Italy)^(2)(7)(14)Consumer Goods: Non-DurableLIBOR6.25%8.38%10/20/202110/20/2028— — (40)0.00 
Captive Resources Midco, LLC^*(2)(3)(14)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%6/30/20155/31/202710,223 10,104 10,152 1.07 
Celerion Buyer, Inc.Celerion Buyer, Inc.^*(2)(3)(14)Healthcare & PharmaceuticalsSOFR6.50%10.64%11/3/202211/3/20293,152 3,056 3,054 0.33 
Chartis Holding, LLCChartis Holding, LLC^*(2)(3)(14)Business ServicesLIBOR5.50%6.50%5/1/20195/1/2025694 686 694 0.07 Chartis Holding, LLC^*(2)(3)(14)Business ServicesLIBOR5.00%9.77%5/1/20195/1/2025687 679 680 0.07 
Chemical Computing Group ULC (Canada)^*(2)(3)(7)(14)SoftwareLIBOR4.50%5.50%8/30/20188/30/2024466 465 464 0.05 
Chudy Group, LLC^(2)(3)(14)Healthcare & PharmaceuticalsLIBOR5.75%6.75%6/30/20216/30/2027826 812 841 0.09 
CircusTrix Holdings, LLC^*(2)(3)Hotel, Gaming & LeisureLIBOR5.50%, 2.50% PIK9.00%2/2/20181/16/202410,544 10,523 9,415 0.99 
CircusTrix Holdings, LLC^(2)(3)Hotel, Gaming & LeisureLIBOR5.50%, 2.50% PIK9.00%1/8/20217/16/2023697 640 697 0.07 
Cobblestone Intermediate Holdco LLC^(2)(3)Consumer ServicesLIBOR5.50%6.25%1/29/20201/29/2026723 718 712 0.08 
22

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Chemical Computing Group ULC (Canada)^*(2)(3)(7)(14)
(15)
SoftwareSOFR4.50%8.57%8/30/20188/30/2024$462 $461 $455 0.05 %
CircusTrix Holdings, LLC^*(2)(3)Leisure Products & ServicesLIBOR5.50%9.88%2/2/20181/16/202410,555 10,542 10,476 1.14 
CircusTrix Holdings, LLC^(2)(3)Leisure Products & ServicesLIBOR5.50%9.88%1/8/20217/16/2023557 500 557 0.06 
Comar Holding Company, LLC^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.75%10.47%6/18/20186/18/202427,638 27,461 26,671 2.91 
Cority Software Inc. (Canada)^*(2)(3)(7)(14)SoftwareSOFR5.50%9.17%7/2/20197/2/202610,409 10,266 10,277 1.12 
Cority Software Inc. (Canada)^(2)(3)(7)SoftwareSOFR7.50%11.06%9/3/20207/2/20261,860 1,823 1,848 0.20 
CPI Intermediate Holdings, Inc.^*(2)(3)(14)TelecommunicationsSOFR5.50%9.68%10/6/202210/6/20293,872 3,790 3,776 0.41 
CST Holding Company^*(2)(3)(14)(15)Consumer Goods: Non-DurableSOFR6.75%10.97%11/1/202211/1/20285,031 4,871 4,868 0.53 
DCA Investment Holding LLC^*(2)(3)(14)Healthcare & PharmaceuticalsSOFR6.41%10.46%3/11/20214/3/202814,288 14,137 13,523 1.47 
Denali Midco 2, LLC^(2)(3)(14)(15)Consumer ServicesSOFR6.50%10.92%9/15/202212/22/20277,696 7,411 7,317 0.80 
DermaRite Industries, LLC^*(2)(3)(8)Healthcare & PharmaceuticalsLIBOR7.00%8.00%3/3/20176/30/202320,767 20,202 9,261 1.01 
Dermatology Associates^(2)(3)(15)Healthcare & PharmaceuticalsSOFR6.25% (100% PIK)10.80%5/31/20163/31/202327,548 27,548 27,523 3.00 
Dermatology Associates^(2)(3)(8)(11)Healthcare & PharmaceuticalsSOFR11.40% (100% PIK)12.77%5/31/20163/31/202338,724 24,963 27,526 3.00 
Diligent Corporation^(2)(3)(14)TelecommunicationsLIBOR6.25%10.63%8/4/20208/4/2025659 647 630 0.07 
Dwyer Instruments, Inc.^*(2)(3)(14)Capital EquipmentLIBOR6.00%10.74%7/21/20217/21/20273,851 3,777 3,774 0.41 
Eliassen Group, LLC^*(2)(3)(14)Business ServicesSOFR5.50%10.07%4/14/20224/14/20281,580 1,515 1,523 0.17 
Ellkay, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR6.25%11.00%9/14/20219/14/202714,107 13,849 13,540 1.48 
Emergency Communications Network, LLC^*(2)(3)TelecommunicationsSOFR2.50%, 5.25% PIK11.84%6/1/20176/1/202426,559 26,522 22,753 2.48 
EPS Nass Parent, Inc.^(2)(3)(14)Utilities: ElectricLIBOR5.75%10.48%4/19/20214/19/2028922 906 877 0.10 
EvolveIP, LLC^*(2)(3)(14)(15)TelecommunicationsSOFR5.50%10.09%11/26/20196/7/20255,556 5,554 5,447 0.59 
Excel Fitness Holdings, Inc.^*(2)(3)(14)(15)Leisure Products & ServicesSOFR5.25%10.25%4/29/20224/29/20296,671 6,541 6,344 0.69 
Excelitas Technologies Corp.^(2)(3)(14)(15)Capital EquipmentSOFR5.75%10.12%8/12/20228/12/20293,174 3,107 3,046 0.33 
Excelitas Technologies Corp.^(2)Capital EquipmentEURIBOR5.75%7.55%8/12/20228/12/20291,275 1,284 1,317 0.14 
FPG Intermediate Holdco, LLC^(2)(3)(14)(15)Consumer ServicesSOFR6.50%10.92%8/5/20223/5/2027427 347 235 0.03 
23

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Comar Holding Company, LLC^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.75%6.75%6/18/20186/18/2024$26,443 $26,152 $25,855 2.73 %
Cority Software Inc. (Canada)^*(2)(3)(7)(14)SoftwareLIBOR5.00%6.00%7/2/20197/2/202610,515 10,334 10,510 1.11 
Cority Software Inc. (Canada)^(2)(3)(7)SoftwareLIBOR7.00%8.00%9/3/20207/2/20261,879 1,833 1,900 0.20 
DCA Investment Holding, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR6.25%7.00%3/11/20213/12/202710,841 10,680 10,777 1.14 
Derm Growth Partners III, LLC^(2)(3)(8)Healthcare & PharmaceuticalsLIBOR6.25%7.25%5/31/20165/31/202255,808 50,996 37,471 3.95 
DermaRite Industries, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR7.00%8.00%3/3/20173/3/202219,558 19,546 15,961 1.68 
Designer Brands Inc.^(2)(3)(7)RetailLIBOR8.50%9.75%8/7/20208/7/202517,046 16,718 16,846 1.78 
Diligent Corporation^(2)(3)(14)TelecommunicationsLIBOR6.25%7.25%8/4/20208/4/2025603 588 615 0.06 
DTI Holdco, Inc.^(2)(3)High Tech IndustriesLIBOR4.75%5.75%12/18/20189/30/20231,934 1,883 1,907 0.20 
Dwyer Instruments, Inc^*(2)(3)(14)Capital EquipmentLIBOR5.50%6.25%7/21/20217/21/20272,463 2,383 2,452 0.26 
Ellkay, LLC^(2)(3)(14)Healthcare & PharmaceuticalsLIBOR5.75%6.75%9/14/20219/14/202714,249 13,943 13,923 1.47 
Emergency Communications Network, LLC^*(2)(3)TelecommunicationsLIBOR2.625%, 5.125% PIK8.75%6/1/20176/1/202325,261 25,201 21,814 2.30 
EPS Nass Parent, Inc.^(2)(3)(14)Utilities: ElectricLIBOR5.75%6.75%4/19/20214/19/2028887 869 878 0.09 
Ethos Veterinary Health LLC^(2)(3)Consumer ServicesLIBOR4.75%4.85%5/17/20195/15/20262,586 2,569 2,586 0.27 
EvolveIP, LLC^*(2)(3)(14)TelecommunicationsLIBOR5.50%6.50%11/26/20196/7/20255,468 5,461 5,436 0.57 
Frontline Technologies Holdings, LLC^*(2)(3)SoftwareLIBOR5.25%6.25%9/18/20179/18/20233,068 3,056 3,068 0.32 
Greenhouse Software, Inc.^(2)(3)(14)SoftwareLIBOR6.50%7.50%3/1/20213/1/202715,196 14,858 14,870 1.57 
Harbour Benefit Holdings, Inc.^*(2)(3)(14)Business ServicesLIBOR5.25%6.25%12/13/201712/13/20249,451 9,377 9,336 0.98 
Heartland Home Services, Inc^*(2)(3)(14)Consumer ServicesLIBOR6.00%7.00%12/15/202012/15/20267,314 7,169 7,371 0.78 
Hercules Borrower LLC^*(2)(3)(14)Environmental IndustriesLIBOR6.50%7.50%12/14/202012/14/202618,453 17,987 18,865 1.99 
Higginbotham Insurance Agency, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%11/25/202011/25/20264,978 4,916 4,978 0.52 
Hoosier Intermediate, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR5.50%6.50%11/15/202111/15/202816,479 16,108 16,101 1.70 
iCIMS, Inc.^(2)(3)SoftwareLIBOR6.50%7.50%9/12/20189/12/20241,671 1,652 1,670 0.18 
Individual FoodService Holdings, LLC^*(2)(3)(14)WholesaleLIBOR6.25%7.25%2/21/202011/22/20258,129 7,958 8,143 0.86 
Infront Luxembourg Finance S.À R.L. (Luxembourg)^(2)(3)(7)Hotel, Gaming & LeisureLIBOR9.00%9.00%5/28/20215/28/20278,250 9,777 9,134 0.96 
Integrity Marketing Acquisition, LLC*(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.75%6.75%1/15/20208/27/20254,920 4,864 4,896 0.52 
Integrity Marketing Acquisition, LLC^(2)(3)(14)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%12/3/20218/27/2025— (75)(51)(0.01)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Greenhouse Software, Inc.^(2)(3)(14)SoftwareSOFR7.00%11.58%3/1/20219/1/2028$32,796 $32,066 $31,504 3.43 %
Guidehouse LLP^(2)(3)Sovereign & Public FinanceLIBOR6.25%10.63%9/30/202210/16/202880 78 78 0.01 
Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)Diversified Financial ServicesSONIA5.26%, 3.47% PIK12.16%2/28/20222/28/2029£14,676 19,100 17,343 1.89 
Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)(14)Diversified Financial ServicesSONIA5.00%, 2.75% PIK11.18%2/28/20222/28/2029£3,580 4,094 4,171 0.45 
Harbour Benefit Holdings, Inc.^*(2)(3)(14)Business ServicesLIBOR5.25%9.95%12/13/201712/13/20243,000 2,977 2,963 0.32 
Heartland Home Services, Inc.^*(2)(3)(14)Consumer ServicesLIBOR5.75%10.10%2/10/202212/15/20269,538 9,414 9,275 1.01 
Heartland Home Services, Inc.^*(2)(3)(14)Consumer ServicesLIBOR6.00%10.38%12/15/202012/15/20267,189 7,125 7,114 0.78 
Hercules Borrower LLC^*(2)(3)(14)Environmental IndustriesLIBOR6.50%10.67%12/14/202012/14/202618,497 18,097 17,818 1.94 
Higginbotham Insurance Agency, Inc.^(2)(3)Diversified Financial ServicesLIBOR5.25%9.63%11/25/202011/25/2026451 446 441 0.05 
Hoosier Intermediate, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR5.50%10.11%11/15/202111/15/202810,709 10,497 10,037 1.09 
HS Spa Holdings Inc.^(2)(3)(14)Consumer ServicesSOFR5.75%10.45%6/2/20226/2/20298,605 8,422 8,336 0.91 
iCIMS, Inc.^(2)(3)(14)SoftwareSOFR7.25%11.52%8/18/20228/18/202825,540 25,075 24,272 2.65 
Infront Luxembourg Finance S.À R.L. (Luxembourg)^(2)(7)Leisure Products & ServicesLIBOR9.00%10.95%5/28/20215/28/20278,250 9,804 8,677 0.95 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%12/3/20218/27/2025429 425 414 0.05 
IQN Holding Corp.^(2)(3)(14)Business ServicesSOFR5.25%9.64%5/2/20225/2/20296,823 6,749 6,699 0.73 
Jeg's Automotive, LLC^*(2)(3)(14)AutomotiveLIBOR6.00%10.75%12/22/202112/22/202720,624 20,200 19,131 2.09 
K2 Insurance Services, LLC^*(2)(3)(14)Diversified Financial ServicesLIBOR5.00%9.73%7/3/20197/1/20263,330 3,283 3,288 0.36 
Kaseya, Inc.^(2)(3)(14)High Tech IndustriesSOFR5.75%10.33%6/23/20226/23/202935,453 34,726 34,323 3.74 
Lifelong Learner Holdings, LLC^*(2)(3)(14)Business ServicesLIBOR5.75%10.16%10/18/201910/18/202625,965 25,657 24,347 2.65 
LinQuest Corporation*(2)(3)Aerospace & DefenseLIBOR5.75%9.10%7/28/20217/28/20289,875 9,710 8,927 0.97 
Liqui-Box Holdings, Inc.^(2)(3)(14)Containers, Packaging & GlassLIBOR4.50%8.35%6/3/20196/3/20242,034 2,025 2,034 0.22 
LVF Holdings, Inc.^*(2)(3)(14)Beverage & FoodLIBOR6.25%10.98%6/10/20216/10/202741,295 40,564 38,735 4.22 
Material Holdings, LLC^*(2)(3)(14)Business ServicesSOFR6.00%10.67%8/19/20218/19/20278,082 7,944 7,655 0.83 
Maverick Acquisition, Inc.^*(2)(3)Aerospace & DefenseLIBOR6.25%10.98%6/1/20216/1/202735,622 35,069 29,595 3.24 
Medical Manufacturing Technologies, LLC^*(2)(3)(14)(15)Healthcare & PharmaceuticalsSOFR5.50%10.18%12/23/202112/23/202728,900 28,368 28,308 3.09 
NEFCO Holding Company LLC^*(2)(3)(14)(15)Construction & BuildingSOFR6.50%10.95%8/5/20228/5/20285,525 5,389 5,385 0.59 
NMI AcquisitionCo, Inc.^*(2)(3)(14)High Tech IndustriesLIBOR5.75%10.13%9/6/20179/6/202539,913 39,860 38,845 4.23 
24

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Jeg's Automotive, LLC^*(2)(3)(14)AutomotiveLIBOR5.75%6.75%12/22/202112/22/2027$30,000 $29,203 $29,200 3.08 %
K2 Insurance Services, LLC^*(2)(3)(14)Banking, Finance, Insurance & Real EstateLIBOR5.00%6.00%7/3/20197/1/20263,364 3,305 3,357 0.35 
Kaseya, Inc.^(2)(3)(14)High Tech IndustriesLIBOR5.50%, 1.00% PIK7.50%5/3/20195/3/202518,972 18,716 18,848 1.99 
Lifelong Learner Holdings, LLC^(2)(3)(14)Business ServicesLIBOR5.75%6.75%10/18/201910/18/202626,210 25,830 24,035 2.53 
LinQuest Corporation*(2)(3)Aerospace & DefenseLIBOR5.75%6.50%7/28/20217/28/20289,975 9,785 9,816 1.03 
Liqui-Box Holdings, Inc.^(2)(3)(14)Containers, Packaging & GlassLIBOR4.50%5.50%6/3/20196/3/20241,490 1,475 1,229 0.13 
LVF Holdings, Inc.^*(2)(3)(14)Beverage, Food & TobaccoLIBOR6.25%7.25%6/10/20216/10/202741,227 40,356 40,056 4.22 
Material Holdings, LLC^*(2)(3)(14)Business ServicesLIBOR5.75%6.50%8/19/20218/19/20276,906 6,741 6,800 0.72 
Maverick Acquisition, Inc.^*(2)(3)(14)Aerospace & DefenseLIBOR6.00%7.00%6/1/20216/1/202735,962 35,192 35,061 3.70 
Medical Manufacturing Technologies, LLC^(2)(3)(14)Healthcare & PharmaceuticalsSOFR6.00%7.00%12/23/202112/23/202721,280 20,654 20,652 2.18 
MMIT Holdings, LLC^(2)(3)(14)High Tech IndustriesLIBOR6.25%7.25%9/15/20219/15/202711,087 10,858 10,853 1.14 
National Technical Systems, Inc.^(2)(3)(14)Aerospace & DefenseLIBOR5.50%6.50%10/28/20206/12/20231,167 1,151 1,167 0.12 
NES Global Talent Finance US, LLC (United Kingdom)^(2)(3)(7)Energy: Oil & GasLIBOR5.50%6.50%5/9/20185/11/20239,688 9,634 9,424 0.99 
NMI AcquisitionCo, Inc.^*(2)(3)(14)High Tech IndustriesLIBOR5.75%6.50%9/6/20179/6/202540,335 40,206 39,822 4.20 
Performance Health Holdings, Inc.*(2)(3)Healthcare & PharmaceuticalsLIBOR6.00%7.00%7/12/20217/12/20277,182 7,048 7,083 0.75 
PF Atlantic Holdco 2, LLC^*(2)(3)(14)Hotel, Gaming & LeisureLIBOR6.00%7.00%11/12/202111/12/202727,723 26,941 26,923 2.84 
PF Growth Partners, LLC^*(2)(3)Hotel, Gaming & LeisureLIBOR5.50%6.50%7/1/20197/11/20258,039 7,962 7,922 0.83 
PPT Management Holdings, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR6.00%, 2.00% PIK9.00%12/15/201612/16/202228,366 28,326 24,166 2.55 
Product Quest Manufacturing, LLC^(2)(3)(8)Containers, Packaging & GlassLIBOR6.75%10.00%9/21/20173/31/2021840 840 840 0.09 
Prophix Software Inc. (Canada)^(2)(3)(7)(14)SoftwareLIBOR6.50%7.50%2/1/20212/1/202610,963 10,735 11,093 1.17 
Quantic Electronics, LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.25%7.25%11/19/202011/19/202614,625 14,333 14,418 1.52 
Quantic Electronics, LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.25%7.25%3/1/20213/1/20278,882 8,662 8,727 0.92 
QW Holding Corporation^*(2)(3)Environmental IndustriesLIBOR6.25%7.25%8/31/20168/31/202442,671 42,530 41,933 4.42 
Redwood Services Group, LLC^*(2)(3)High Tech IndustriesLIBOR6.00%7.00%11/13/20186/6/202430,885 30,562 30,884 3.26 
Regency Entertainment, Inc.^(2)(3)Media: Diversified & ProductionLIBOR6.75%7.75%5/22/202010/22/202520,000 19,700 19,666 2.07 
Riveron Acquisition Holdings, Inc.*(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.75%6.75%5/22/20195/22/202511,401 11,262 11,401 1.20 
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
North Haven Fairway Buyer, LLC^*(2)(3)(14)Consumer ServicesSOFR6.50%11.08%5/17/20225/17/2028$22,970 $22,530 $22,535 2.46 %
North Haven Stallone Buyer, LLC^(2)(3)(14)Consumer ServicesSOFR5.75%10.34%10/11/20225/24/2027— (4)(4)0.00 
Oak Purchaser, Inc.^(2)(3)(14)Business ServicesSOFR5.50%9.48%4/28/20224/28/20285,851 5,779 5,663 0.62 
Performance Health Holdings, Inc.*(2)(3)Healthcare & PharmaceuticalsLIBOR6.00%10.73%7/12/20217/12/20276,444 6,342 6,276 0.68 
PF Atlantic Holdco 2, LLC^(2)(3)(14)Leisure Products & ServicesLIBOR5.50%10.25%11/12/202111/12/20274,170 3,932 3,918 0.43 
PF Growth Partners, LLC*(2)(3)Leisure Products & ServicesLIBOR5.00%9.48%7/1/20197/11/20257,957 7,901 7,902 0.86 
PPT Management Holdings, LLC^(2)(3)(8)(14)Healthcare & PharmaceuticalsLIBOR8.50% (100% PIK)9.50%12/15/20161/31/202329,446 29,437 21,145 2.30 
Project Castle, Inc.*(2)(3)Capital EquipmentSOFR5.50%10.08%6/24/20226/1/20297,481 6,742 6,013 0.67 
Prophix Software Inc. (Canada)^(2)(3)(7)(14)SoftwareLIBOR6.50%10.67%2/1/20212/1/202610,963 10,771 10,963 1.19 
PXO Holdings I Corp.^*(2)(3)(14)(15)Chemicals, Plastics & RubberSOFR5.50%9.05%3/8/20223/8/202817,068 16,728 16,715 1.82 
QNNECT, LLC^*(2)(3)(14)Aerospace & DefenseSOFR7.00%11.11%11/2/202211/2/20295,281 5,085 5,081 0.55 
Quantic Electronics, LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.25%10.97%11/19/202011/19/202615,582 15,344 14,768 1.61 
Quantic Electronics, LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.25%10.95%3/1/20213/1/20279,832 9,652 9,218 1.00 
QW Holding Corporation^*(2)(3)Environmental IndustriesLIBOR5.50%9.64%8/31/20168/31/202632,276 32,232 31,718 3.46 
Radwell Parent, LLC^(2)(3)(14)(15)WholesaleSOFR6.75%11.33%12/1/20224/1/202918,605 18,011 18,005 1.96 
Regency Entertainment, Inc.^(2)(3)Media: Diversified & ProductionLIBOR6.75%11.13%5/22/202010/22/202520,000 19,765 19,760 2.15 
Riveron Acquisition Holdings, Inc.*(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/20195/22/20251,676 1,648 1,676 0.18 
RSC Acquisition, Inc.^(2)(3)(14)(15)Diversified Financial ServicesSOFR5.50%9.83%11/1/201911/1/202611,010 10,886 10,447 1.14 
Sapphire Convention, Inc.^(2)(3)(14)TelecommunicationsLIBOR5.25%9.80%11/20/201811/20/202528,051 27,773 27,341 2.98 
SCP Eye Care HoldCo, LLC^(2)(3)(14)(15)Healthcare & PharmaceuticalsSOFR5.75%9.47%10/7/202210/7/2029122 117 118 0.01 
Smarsh Inc.^(2)(3)(14)SoftwareSOFR6.50%11.29%2/18/20222/18/20297,347 7,192 6,987 0.76 
SPay, Inc.^*(2)(3)Leisure Products & ServicesLIBOR5.75%, 3.50% PIK13.73%6/15/20186/17/202424,292 24,176 21,332 2.33 
Speedstar Holding, LLC^*(2)(3)AutomotiveLIBOR7.00%11.73%1/22/20211/22/202726,694 26,305 26,510 2.89 
Spotless Brands, LLC^*(2)(3)(14)(15)Consumer ServicesSOFR6.50%10.80%6/21/20227/25/202833,832 33,179 32,779 3.57 
Tank Holding Corp.^*(2)(3)(14)(15)Capital EquipmentSOFR5.75%10.16%3/31/20223/31/202818,067 17,718 17,552 1.91 
25

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
RSC Acquisition, Inc.^(2)(3)(14)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%11/1/201911/1/2026$8,533 $8,395 $8,577 0.90 %
Sapphire Convention, Inc.^*(2)(3)(14)TelecommunicationsLIBOR6.25%7.25%11/20/201811/20/202529,906 29,530 25,528 2.69 
SPay, Inc.^*(2)(3)(14)Hotel, Gaming & LeisureLIBOR2.30%, 6.95% PIK10.25%6/15/20186/17/202423,005 22,809 20,218 2.13 
Speedstar Holding, LLC^*(2)(3)(14)AutomotiveLIBOR7.00%8.00%1/22/20211/22/202727,225 26,686 27,535 2.90 
Superior Health Linens, LLC^*(2)(3)(14)Business ServicesLIBOR6.50%7.50%9/30/20163/31/202216,211 16,205 16,211 1.71 
TCFI Aevex LLCTCFI Aevex LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.00%7.00%3/18/20203/18/202611,168 10,979 9,276 0.98 TCFI Aevex LLC^*(2)(3)Aerospace & DefenseLIBOR6.00%10.38%3/18/20203/18/2026$11,047 $10,927 $10,096 1.10 %
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B^(2)(3)(7)Banking, Finance, Insurance & Real EstateSONIA6.25%, 2.50% PIK9.50%7/23/20196/30/2024£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 EstateSONIA6.25%, 2.50% PIK9.50%7/23/20196/30/2024£6,164 7,855 9,847 1.04 
The Carlstar Group LLCThe Carlstar Group LLC^*(2)(3)(14)(15)AutomotiveSOFR6.50%10.92%7/8/20227/8/202714,446 14,087 14,210 1.55 
TIBCO Software Inc.TIBCO Software Inc.*(2)(3)High Tech IndustriesSOFR4.50%9.18%9/30/20223/31/202915,000 13,681 13,369 1.46 
Trader Corporation (Canada)Trader Corporation (Canada)^(2)(3)(7)(14)AutomotiveCDOR6.75%11.61%12/22/202212/22/2029C$12,081 8,643 8,686 0.95 
Trafigura Trading LLCTrafigura Trading LLC^(2)(3)(13)(14)Metals & MiningLIBOR8.40%8.75%7/26/20217/18/20222,236 2,237 2,086 0.22 Trafigura Trading LLC^(2)(3)(13)(14)(15)Metals & MiningSOFR8.35%12.89%7/26/20211/13/20238,250 8,076 8,185 0.89 
Tufin Software North America, Inc.Tufin Software North America, Inc.^(2)(3)(14)(15)SoftwareSOFR7.69%12.01%8/17/20228/17/202827,040 26,502 26,162 2.85 
Turbo Buyer, Inc.Turbo Buyer, Inc.^*(2)(3)(14)AutomotiveLIBOR6.00%7.00%12/2/201912/2/202520,377 20,002 19,945 2.10 Turbo Buyer, Inc.^(2)(3)(14)AutomotiveLIBOR6.00%11.15%12/2/201912/2/20251,714 1,628 1,609 0.18 
U.S. Legal Support, Inc.U.S. Legal Support, Inc.^*(2)(3)(14)(15)Business ServicesSOFR5.75%10.33%11/30/201811/30/202415,844 15,692 15,504 1.69 
Unifrutti Financing PLC (Cyprus)Unifrutti Financing PLC (Cyprus)^(7)Beverage, Food & TobaccoFIXED7.50%, 1.00% PIK8.50%9/15/20199/15/20264,621 4,917 5,353 0.56 Unifrutti Financing PLC (Cyprus)^(7)Beverage & FoodFIXED7.50%, 1.00% PIK8.50%9/15/20199/15/20264,611 4,935 4,998 0.55 
Unifrutti Financing PLC (Cyprus)Unifrutti Financing PLC (Cyprus)^(7)Beverage, Food & TobaccoFIXED11.00% (100% PIK)11.00%10/22/20209/15/2026756 858 887 0.09 Unifrutti Financing PLC (Cyprus)^(7)Beverage & FoodFIXED11.00% (100% PIK)11.00%10/22/20209/15/2026843 953 961 0.10 
US INFRA SVCS Buyer, LLCUS INFRA SVCS Buyer, LLC^*(2)(3)(14)Environmental IndustriesLIBOR6.50%7.50%4/13/20204/13/20269,137 8,677 8,387 0.88 US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%, 0.25% PIK11.47%4/13/20204/13/20269,083 8,977 8,619 0.94 
USALCO, LLCUSALCO, LLC*(2)(3)Chemicals, Plastics & RubberLIBOR6.00%7.00%10/19/202110/19/20271,000 981 981 0.10 USALCO, LLC*(2)(3)Chemicals, Plastics & RubberLIBOR6.00%10.73%10/19/202110/19/2027990 973 941 0.10 
USLS Acquisition, Inc.^(2)(3)(14)Business ServicesLIBOR5.50%6.50%11/30/201811/30/202415,279 15,101 15,098 1.59 
USR Parent Inc.USR Parent Inc.^(2)(3)RetailSOFR7.60%11.72%4/22/20224/25/20274,222 4,185 4,025 0.44 
Westfall Technik, Inc.Westfall Technik, Inc.^*(2)(3)Chemicals, Plastics & RubberLIBOR5.75%6.75%9/13/20189/13/202421,477 21,313 21,277 2.24 Westfall Technik, Inc.^*(2)(3)Chemicals, Plastics & RubberSOFR6.25%10.83%9/13/20189/13/202421,502 21,396 21,046 2.29 
Westfall Technik, Inc.Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberLIBOR6.25%7.25%7/1/20219/13/20244,958 4,865 4,929 0.52 Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberSOFR6.25%10.79%7/1/20219/13/20244,957 4,881 4,852 0.53 
Wineshipping.com LLCWineshipping.com LLC^*(2)(3)(14)Beverage, Food & TobaccoLIBOR5.75%6.75%10/29/202110/29/202714,459 14,111 14,111 1.49 Wineshipping.com LLC^*(2)(3)(14)Beverage & FoodLIBOR5.75%10.15%10/29/202110/29/20274,668 4,539 4,051 0.44 
Yellowstone Buyer Acquisition, LLCYellowstone Buyer Acquisition, LLC^(2)(3)Consumer Goods: DurableLIBOR5.75%6.75%9/13/20219/13/2027449 440 440 0.05 Yellowstone Buyer Acquisition, LLC^(2)(3)Consumer Goods: DurableLIBOR5.75%10.07%9/13/20219/13/2027444 437 427 0.05 
YLG Holdings, Inc.YLG Holdings, Inc.^(2)(3)Consumer ServicesLIBOR5.25%6.25%9/30/202011/1/20251,980 1,930 1,980 0.21 YLG Holdings, Inc.^(2)(3)Consumer ServicesLIBOR5.00%9.53%9/30/202011/1/20251,960 1,918 1,957 0.21 
First Lien Debt TotalFirst Lien Debt Total$1,219,219 $1,188,862 125.30 %First Lien Debt Total$1,371,717 $1,314,595 143.29 
Second Lien Debt (17.9% of fair value)
Second Lien Debt (13.3% of fair value)Second Lien Debt (13.3% of fair value)
11852604 Canada Inc. (Canada)11852604 Canada Inc. (Canada)^(2)(3)(7)Healthcare & PharmaceuticalsLIBOR9.50% (100% PIK)10.50%9/30/20219/30/2028$6,590 $6,432 $6,425 0.68 %11852604 Canada Inc. (Canada)^(2)(3)(7)Healthcare & PharmaceuticalsLIBOR9.50% (100% PIK)13.70%9/30/20219/30/2028$7,587 $7,452 $7,398 0.81 %
AI Convoy S.A.R.L (United Kingdom)AI Convoy S.A.R.L (United Kingdom)^(2)(3)(7)Aerospace & DefenseLIBOR8.25%9.25%1/17/20201/17/202824,814 24,359 25,744 2.71 AI Convoy S.A.R.L (United Kingdom)^(2)(3)(7)Aerospace & DefenseLIBOR8.25%12.92%1/17/20201/17/202824,814 24,416 25,558 2.80 
Aimbridge Acquisition Co., Inc.Aimbridge Acquisition Co., Inc.^(2)(3)Hotel, Gaming & LeisureLIBOR7.50%7.60%2/1/20192/1/20279,241 9,123 8,606 0.92 Aimbridge Acquisition Co., Inc.^(2)Leisure Products & ServicesLIBOR7.50%11.62%2/1/20192/1/20279,241 9,142 8,353 0.91 
AP Plastics Acquisition Holdings, LLCAP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%11.85%8/10/20218/10/202933,680 32,871 32,320 3.52 
AQA Acquisition Holdings, Inc.AQA Acquisition Holdings, Inc.^*(2)(3)High Tech IndustriesLIBOR7.50%12.23%3/3/20213/3/202935,000 34,275 33,312 3.63 
26

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
AP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%8.25%8/10/20218/10/2029$33,680 $32,786 $33,868 3.57 %
AQA Acquisition Holdings, Inc.^*(2)(3)High Tech IndustriesLIBOR7.50%8.00%3/3/20213/3/202935,000 34,190 35,027 3.69 
Blackbird Purchaser, Inc.Blackbird Purchaser, Inc.^(2)(3)(14)Capital EquipmentLIBOR7.50%8.25%12/14/20214/8/202713,790 13,423 13,423 1.41 Blackbird Purchaser, Inc.^(2)(3)(14)Capital EquipmentLIBOR7.50%11.88%12/14/20214/8/2027$13,791 $13,486 $12,736 1.39 %
Brave Parent Holdings, Inc.Brave Parent Holdings, Inc.^*(2)(3)SoftwareLIBOR7.50%7.60%10/3/20184/19/202618,197 17,916 18,197 1.92 Brave Parent Holdings, Inc.^*(2)SoftwareLIBOR7.50%11.88%10/3/20184/19/202618,197 17,973 17,504 1.91 
Drilling Info Holdings, Inc.Drilling Info Holdings, Inc.^(2)(3)Energy: Oil & GasLIBOR8.25%8.35%2/11/20207/30/202618,600 18,212 18,786 1.98 Drilling Info Holdings, Inc.^(2)Energy: Oil & GasLIBOR8.25%12.64%2/11/20207/30/202618,600 18,283 18,740 2.04 
Jazz Acquisition, Inc.Jazz Acquisition, Inc.^*(2)(3)Aerospace & DefenseLIBOR8.00%8.10%6/13/20196/18/202723,450 23,188 20,828 2.20 Jazz Acquisition, Inc.^(2)Aerospace & DefenseLIBOR8.00%12.38%6/13/20196/18/202723,450 23,227 21,875 2.38 
Outcomes Group Holdings, Inc.Outcomes Group Holdings, Inc.^*(2)(3)Business ServicesLIBOR7.50%7.85%10/23/201810/26/20261,731 1,728 1,731 0.18 Outcomes Group Holdings, Inc.^*(2)Business ServicesLIBOR7.50%12.23%10/23/201810/26/20261,731 1,728 1,690 0.18 
PAI Holdco, Inc.PAI Holdco, Inc.^(2)(3)AutomotiveLIBOR5.50%, 2.00% PIK8.50%10/28/202010/28/202813,806 13,446 13,806 1.46 PAI Holdco, Inc.^(2)(3)AutomotiveLIBOR5.50%, 2.00% PIK11.91%10/28/202010/28/202814,089 13,771 13,874 1.51 
Peraton Corp.Peraton Corp.^*(2)(3)Aerospace & DefenseLIBOR7.75%8.50%2/24/20212/1/202912,300 12,126 12,345 1.30 Peraton Corp.^*(2)(3)Aerospace & DefenseLIBOR7.75%12.09%2/24/20212/1/202911,941 11,790 11,550 1.26 
Quartz Holding CompanyQuartz Holding Company^(2)(3)SoftwareLIBOR8.00%8.10%4/2/20194/2/20277,048 6,945 7,048 0.74 Quartz Holding Company^*(2)SoftwareLIBOR8.00%12.38%4/2/20194/2/20277,048 6,963 6,764 0.74 
Stonegate Pub Company Bidco Limited (United Kingdom)Stonegate Pub Company Bidco Limited (United Kingdom)^(2)(3)(7)Beverage, Food & TobaccoSONIA8.50%8.60%3/12/20203/12/2028£20,000 24,787 22,263 2.35 Stonegate Pub Company Bidco Limited (United Kingdom)^(2)(7)Beverage & FoodSONIA8.50%11.74%3/12/20203/12/2028£20,000 24,831 22,281 2.43 
Tank Holding Corp.^*(2)(3)Capital EquipmentLIBOR8.25%8.35%3/26/20193/26/202735,965 35,600 36,325 3.83 
TruGreen Limited PartnershipTruGreen Limited Partnership^(2)(3)Consumer ServicesLIBOR8.50%9.25%11/16/202011/2/202813,000 12,769 13,260 1.40 TruGreen Limited Partnership^(2)(3)Consumer ServicesLIBOR8.50%13.43%11/16/202011/2/202813,000 12,791 11,120 1.21 
Watchfire Enterprises, Inc.^(2)(3)Media: Advertising, Printing & PublishingLIBOR8.25%9.25%10/2/201310/2/20247,000 7,000 7,000 0.74 
World 50, Inc.World 50, Inc.^(9)Business ServicesFIXED11.50%11.50%1/10/20201/9/202718,552 18,215 18,405 1.94 World 50, Inc.^(9)Business ServicesFIXED11.50%11.50%1/10/20201/9/202718,552 18,267 17,628 1.92 
WP CPP Holdings, LLC^(2)(3)Aerospace & DefenseLIBOR7.75%8.75%7/18/20194/30/202629,500 29,293 28,689 3.02 
Second Lien Debt TotalSecond Lien Debt Total$341,538 $341,776 36.02 %Second Lien Debt Total$271,266 $262,703 28.63 
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)

of Net Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)

of Net Assets
Equity Investments (4.0% of fair value)
Equity Investments (4.8% of fair value)Equity Investments (4.8% of fair value)
ANLG Holdings, LLCANLG Holdings, LLC^(6)Capital Equipment6/22/2018592 $592 $821 0.09 %ANLG Holdings, LLC^(6)Capital Equipment6/22/2018592 $592 $675 0.07 %
Appriss Health, LLCAppriss Health, LLC^(6)Healthcare & Pharmaceuticals5/6/20214,457 4,662 0.49 Appriss Health, LLC^(6)Healthcare & Pharmaceuticals5/6/20215,002 4,821 0.53 
Atlas Ontario LP (Canada)Atlas Ontario LP (Canada)^(6)(7)Business Services4/7/20215,114 5,114 5,114 0.54 Atlas Ontario LP (Canada)^(6)(7)Business Services4/7/20215,114 5,114 5,114 0.56 
Avenu Holdings, LLCAvenu Holdings, LLC^(6)Sovereign & Public Finance9/28/2018172 172 491 0.05 Avenu Holdings, LLC^(6)Sovereign & Public Finance9/28/2018172 104 545 0.06 
Blackbird Holdco, Inc.Blackbird Holdco, Inc.^(6)Capital Equipment12/14/202110 9,461 9,461 1.00 Blackbird Holdco, Inc.^(6)Capital Equipment12/14/202111 10,809 10,210 1.11 
Buckeye Parent, LLCBuckeye Parent, LLC^(6)Automotive12/22/2021885 885 885 0.09 Buckeye Parent, LLC^(6)Automotive12/22/2021885 885 576 0.06 
Chartis Holding, LLCChartis Holding, LLC^(6)Business Services5/1/2019433 430 691 0.07 Chartis Holding, LLC^(6)Business Services5/1/2019433 428 595 0.07 
CIP Revolution Holdings, LLCCIP Revolution Holdings, LLC^(6)Media: Advertising, Printing & Publishing8/19/2016318 318 205 0.02 CIP Revolution Holdings, LLC^(6)Media: Advertising, Printing & Publishing8/19/2016318 318 257 0.03 
Cority Software Inc. (Canada)Cority Software Inc. (Canada)^(6)Software7/2/2019250 250 454 0.05 Cority Software Inc. (Canada)^(6)(7)Software7/2/2019250 250 641 0.07 
Derm Growth Partners III, LLCDerm Growth Partners III, LLC^(6)Healthcare & Pharmaceuticals5/31/20161,000 1,000 — — Derm Growth Partners III, LLC^(6)Healthcare & Pharmaceuticals5/31/20161,000 1,000 — 0.00 
Diligent CorporationDiligent Corporation^(6)Telecommunications4/5/202111 10,269 10,256 1.08 Diligent Corporation^(6)Telecommunications4/5/202112 11,509 10,960 1.19 
ECP Parent, LLCECP Parent, LLC^(6)Healthcare & Pharmaceuticals3/29/2018268 — 290 0.03 ECP Parent, LLC^(6)Healthcare & Pharmaceuticals3/29/2018268 — 290 0.03 
GB Vino Parent, L.P.GB Vino Parent, L.P.^(6)Beverage & Food10/29/2021351 249 0.03 
Integrity Marketing Group, LLCIntegrity Marketing Group, LLC^(6)Diversified Financial Services12/21/202116,705 16,472 16,597 1.81 
K2 Insurance Services, LLCK2 Insurance Services, LLC^(6)Diversified Financial Services7/3/2019433 306 867 0.09 
Legacy.com, Inc.Legacy.com, Inc.^(6)High Tech Industries3/20/20171,500 1,500 1,079 0.12 
NearU Holdings LLCNearU Holdings LLC^(6)Consumer Services8/16/202225 2,470 2,470 0.27 
NEFCO Holding Company LLCNEFCO Holding Company LLC^(6)Construction & Building8/5/2022628 628 0.07 
27

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)

of Net Assets
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)

of Net Assets
GB Vino Parent, L.P.^(6)Beverage, Food & Tobacco10/29/2021$351 $351 0.04 %
Integrity Marketing Group, LLC^(6)Banking, Finance, Insurance & Real Estate12/21/202115,039 14,739 14,738 1.55 
K2 Insurance Services, LLC^(6)Banking, Finance, Insurance & Real Estate7/3/2019433 306 652 0.07 
Legacy.com, Inc.^(6)High Tech Industries3/20/20171,500 1,500 1,178 0.12 
Mailgun Technologies, Inc.^(6)High Tech Industries3/26/2019104 — 1,328 0.14 
North Haven Goldfinch Topco, LLCNorth Haven Goldfinch Topco, LLC^(6)Containers, Packaging & Glass6/18/20182,315 2,315 2,412 0.25 North Haven Goldfinch Topco, LLC^(6)Containers, Packaging & Glass6/18/20182,315 $2,315 $1,300 0.14 %
Pascal Ultimate Holdings, L.PPascal Ultimate Holdings, L.P^(6)Capital Equipment7/21/202136 364 364 0.04 Pascal Ultimate Holdings, L.P^(6)Capital Equipment7/21/202136 364 850 0.09 
Picard Parent, Inc.Picard Parent, Inc.^(6)High Tech Industries9/30/20228,520 8,520 0.93 
Profile Holdings I, LPProfile Holdings I, LP^(6)Chemicals, Plastics & Rubber3/8/2022523 673 0.07 
Sinch AB (Sweden)Sinch AB (Sweden)^(6)(7)High Tech Industries3/26/2019104 1,168 382 0.04 
Tailwind HMT Holdings Corp.Tailwind HMT Holdings Corp.^(6)Energy: Oil & Gas11/17/201722 1,558 1,719 0.18 Tailwind HMT Holdings Corp.^(6)Energy: Oil & Gas11/17/201722 1,558 1,454 0.16 
Talon MidCo 1 LimitedTalon MidCo 1 Limited^(6)Software8/17/2022145,631 1,456 1,611 0.18 
Tank Holding Corp.Tank Holding Corp.^(6)Capital Equipment3/26/2019850 482 1,261 0.13 Tank Holding Corp.^(6)Capital Equipment3/26/2019850 — 2,687 0.29 
Titan DI Preferred Holdings, Inc.Titan DI Preferred Holdings, Inc.^(6)Energy: Oil & Gas2/11/202012,843 12,587 12,971 1.37 Titan DI Preferred Holdings, Inc.^(6)Energy: Oil & Gas2/11/202014,666 14,439 14,263 1.55 
Turbo Buyer, Inc.Turbo Buyer, Inc.^(6)Automotive12/2/20191,925 933 2,773 0.29 Turbo Buyer, Inc.^(6)Automotive12/2/20191,925 933 2,307 0.25 
U.S. Legal Support Investment Holdings, LLCU.S. Legal Support Investment Holdings, LLC^(6)Business Services11/30/2018641 641 551 0.06 
Unifrutti Financing PLC (Cyprus)Unifrutti Financing PLC (Cyprus)^(6)Beverage, Food & Tobacco10/22/2020— 481 648 0.07 Unifrutti Financing PLC (Cyprus)^(6)(7)Beverage & Food10/22/2020531 702 0.08 
Unifrutti Financing PLC (Cyprus)Unifrutti Financing PLC (Cyprus)^(6)Beverage, Food & Tobacco10/22/2020133 209 0.02 Unifrutti Financing PLC (Cyprus)^(6)(7)Beverage & Food10/22/2020— 133 306 0.03 
USLS Acquisition, Inc.^(6)Business Services11/30/2018641 641 940 0.10 
W50 Parent LLCW50 Parent LLC^(6)Business Services1/10/2020500 190 763 0.08 W50 Parent LLC^(6)Business Services1/10/2020500 190 698 0.08 
Zenith American Holding, Inc.Zenith American Holding, Inc.^(6)Business Services12/13/20171,564 782 1,456 0.15 Zenith American Holding, Inc.^(6)Business Services12/13/20171,565 760 1,312 0.14 
Equity Investments TotalEquity Investments Total$70,310 $77,093 8.13 %Equity Investments Total$91,269 $94,190 10.27 %
Total investments—non-controlled/non-affiliatedTotal investments—non-controlled/non-affiliated$1,631,067 $1,607,731 169.45 %Total investments—non-controlled/non-affiliated$1,734,252 $1,671,488 182.19 %
Investments—non-controlled/affiliatedInvestments—non-controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net 
Assets
Investments—non-controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net 
Assets
First Lien Debt (1.6% of fair value)
First Lien Debt (2.3% of fair value)First Lien Debt (2.3% of fair value)
Direct Travel, Inc.Direct Travel, Inc.^*(2)(3)(8)(12)Hotel, Gaming & LeisureLIBOR1.00% (7.50% PIK)9.50%10/14/201610/1/2023$36,711 $35,859 $27,555 2.9 %Direct Travel, Inc.^*(2)(3)(12)(15)Leisure Products & ServicesSOFR8.50%13.23%10/14/201610/1/2025$43,520 $42,012 $42,636 4.65 %
Direct Travel, Inc.Direct Travel, Inc.^(2)(3)(12)(14)Hotel, Gaming & LeisureLIBOR6.00%7.00%10/1/202010/1/20232,731 2,603 2,731 0.29 Direct Travel, Inc.^(2)(3)(12)(14)(15)Leisure Products & ServicesSOFR6.00%9.79%10/1/202010/1/20252,731 2,614 2,731 0.30 
First Lien Debt TotalFirst Lien Debt Total$38,462 $30,286 3.19 %First Lien Debt Total$44,626 $45,367 4.95 %
Investments—non-controlled/affiliatedInvestments—non-controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net 
Assets
Investments—non-controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net 
Assets
Equity Investments (0.0% 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 & Leisure10/1/202043 $— $— — %Direct Travel, Inc.^(6)(12)Leisure Products & Services10/1/202043 $— $— — %
Equity Investments TotalEquity Investments Total43$— $— — %Equity Investments Total43$— $— — %
Total investments—non-controlled/affiliatedTotal investments—non-controlled/affiliated$38,462 $30,286 3.19 %Total investments—non-controlled/affiliated$44,626 $45,367 4.95 %
28

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
Investments—controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net 
Assets
First Lien Debt (0.7% of fair value)
SolAero Technologies Corp. (A1 Term Loan)^(2)(3)(8)(10)TelecommunicationsLIBOR8.00% (100% PIK)9.00%4/12/201910/12/2022$3,166 $3,166 $2,850 0.30 %
SolAero Technologies Corp. (A2 Term Loan)^(2)(3)(8)(10)TelecommunicationsLIBOR8.00% (100% PIK)9.00%4/12/201910/12/20228,707 8,707 7,835 0.83 
SolAero Technologies Corp. (Priority Facilities)^(2)(3)(10)(14)TelecommunicationsLIBOR6.00%7.00%4/12/201910/12/20222,251 2,240 2,251 0.24 
First Lien Debt Total$14,113 $12,936 1.36 %
Investments—controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net 
Assets
Equity Investments (0.0% of fair value)
SolAero Technologies Corp. (Equity)^(6)(10)Telecommunications4/12/2019$2,815 $— — %
Equity Investments Total$2,815 $— — %
Investments—controlled/affiliatedInvestments—controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar Amount/ LLC InterestCost
Fair Value(7)
% of Net 
Assets
Investments—controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar Amount/ LLC InterestCost
Fair Value(7)
% of Net 
Assets
Investment Funds (13.7% of fair value)
Investment Funds (13.3% of fair value)Investment Funds (13.3% of fair value)
Middle Market Credit Fund II, LLC, Member's InterestMiddle Market Credit Fund II, LLC, Member's Interest^(7)(10)Investment FundsN/A—%11/3/202012/31/2030$78,122 $78,096 $77,958 8.22 %Middle Market Credit Fund II, LLC, Member's Interest^(7)(10)Investment Funds13.00%11/3/202012/31/2030$78,122 $78,096 $72,957 7.96 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's InterestMiddle Market Credit Fund, LLC, Subordinated Loan and Member's Interest^(7)(10)Investment FundsN/A—%2/29/201612/31/2024193,000 193,000 184,141 19.41 Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest^(7)(10)Investment Funds10.40%2/29/201612/31/2024193,000 193,001 190,065 20.72 
Middle Market Credit Fund, Mezzanine LoanMiddle Market Credit Fund, Mezzanine Loan^(2)(7)(9)(10)Investment FundsLIBOR9.00% (1.00% PIK)9.210%6/30/20165/21/2022— — — — Middle Market Credit Fund, Mezzanine Loan(2)(7)(9)(10)Investment FundsLIBOR9.00%13.77%6/30/20165/21/2023— — — — 
Investment Funds TotalInvestment Funds Total$271,096 $262,099 27.62 %Investment Funds Total$271,097 $263,022 28.67 %
Total investments—controlled/affiliatedTotal investments—controlled/affiliated$288,024 $275,035 29.00 %Total investments—controlled/affiliated$271,097 $263,022 28.67 %
Total investmentsTotal investments$1,957,553 $1,913,052 201.63 %Total investments$2,049,975 $1,979,877 215.81 %

^ Denotes that all or a portion of the assets are owned by Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “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, to these unaudited 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”).
* 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,7, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to the creditors of the Company.
** Par amount is denominated in USD (“$”) unless otherwise noted, as denominated in Euro (“€”), Canadian dollar (“C$”) or British Pound (“£”)
29

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2021
(dollar amounts in thousands)
(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2021,2022, 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 December 31, 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 December 31, 2021.2022. As of December 31, 2021,2022, the reference rates for our variable rate loans were the 30-day LIBOR at 0.10%4.39%, the 90-day LIBOR at 0.22%4.77% and the 180-day LIBOR at 0.33%5.14%, the 30-day SOFR at 4.36%, and the 90-day SOFR at 4.59%.
(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 orthe Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the direction of the Board of Directors of theInvestment Company Act (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements, to these unaudited 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, 2021,2022, the aggregate fair value of these securities is $77,093,$94,190, or 8.13%10.27% of the Company’s net assets.
(7)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(8)Loan was on non-accrual status as of December 31, 2021.2022.
(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
29

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)
(10)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Notes 5, Middle Market Credit Fund, LLC and 6, Middle Market Credit Fund II, LLC, to these unaudited consolidated financial statements for more details. Transactions related to investments in controlled affiliates for the year ended December 31, 2021,2022, were as follows:
Investments—controlled/affiliatedInvestments—controlled/affiliatedFair Value as of December 31, 2020Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2021Dividend and Interest IncomeInvestments—controlled/affiliatedFair Value as of December 31, 2021Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2022Dividend Income
Middle Market Credit Fund, LLC, Mezzanine Loan$— $— $— $— $— $— $— 
Middle Market Credit Fund II, LLC, Member’s InterestMiddle Market Credit Fund II, LLC, Member’s Interest$77,958 $— $— $— $(5,001)$72,957 $10,348 
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)— 1,250 184,141 20,000 
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
184,141 — — — 5,924 190,065 20,500 
Middle Market Credit Fund II, LLC, Member’s Interest77,395 — — — 563 77,958 10,063 
Middle Market Credit Fund, Mezzanine LoanMiddle Market Credit Fund, Mezzanine Loan— — — — — — — 
Total investments—controlled/affiliatedTotal investments—controlled/affiliated$283,286 $— $(23,000)$— $1,813 $262,099 $30,063 Total investments—controlled/affiliated$262,099 $— $— $— $923 $263,022 $30,848 
Investments—controlled/affiliatedInvestments—controlled/affiliatedFair Value as of December 31, 2020Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2021Dividend and Interest IncomeInvestments—controlled/affiliatedFair Value as of December 31, 2021Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2022Interest and Other Income
SolAero Technologies Corp. (Priority Term Loan)SolAero Technologies Corp. (Priority Term Loan)2,460 — (189)— (20)2,251 185 SolAero Technologies Corp. (Priority Term Loan)$2,251 $— $(2,240)$— $(11)$— $
SolAero Technologies Corp. (A1 Term Loan)SolAero Technologies Corp. (A1 Term Loan)1,214 — — — 1,636 2,850 — SolAero Technologies Corp. (A1 Term Loan)2,850 — (3,166)— 316 — 1,031 
SolAero Technologies Corp. (A2 Term Loan)SolAero Technologies Corp. (A2 Term Loan)3,338 — — — 4,497 7,835 — SolAero Technologies Corp. (A2 Term Loan)7,835 — (8,707)— 872 — 2,834 
Solaero Technology Corp. (Equity)Solaero Technology Corp. (Equity)— — — — — — — Solaero Technology Corp. (Equity)— — (4,830)2,015 2,815 — — 
Total investments—controlled/affiliatedTotal investments—controlled/affiliated$7,012 $— $(189)$— $6,113 $12,936 $185 Total investments—controlled/affiliated$12,936 $— $(18,943)$2,015 $3,992 $— $3,873 

30

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.lenders, which has been included in the spread of each applicable investment. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(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, 20212022 were as follows:
Investments—non-controlled/affiliatedInvestments—non-controlled/affiliatedFair Value as of December 31, 2020Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2021Dividend and Interest IncomeInvestments—non-controlled/affiliatedFair Value as of December 31, 2021Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2022Interest and Other Income
Direct Travel, Inc.Direct Travel, Inc.$24,949 $— $(484)$$3,087 $27,555 $— Direct Travel, Inc.$27,555 $7,330 $(1,177)$— $8,928 $42,636 $9,864 
Direct Travel, Inc.Direct Travel, Inc.1,231 1,372 — — 128 2,731 173 Direct Travel, Inc.2,731 11 — — (11)2,731 232 
Direct Travel, Inc. (Equity)Direct Travel, Inc. (Equity)— — — — — — — Direct Travel, Inc. (Equity)— — — — — — — 
Total investments—non-controlled/affiliatedTotal investments—non-controlled/affiliated$26,180 $1,372 $(484)$$3,215 $30,286 $173 Total investments—non-controlled/affiliated$30,286 $7,341 $(1,177)$— $8,917 $45,367 $10,096 
30

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)

(13)The investment is secured by receivables purchased from the portfolio company, with an implied discount of 8.75%12.10%. The investment was made via a tranched participation arrangement between the purchaser of such receivables and the Company. The investment has a secondary priority behind the rights of such purchaser.
(14)As of December 31, 2021,2022, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
Investments—non-controlled/non-affiliatedInvestments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair ValueInvestments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitmentsFirst and Second Lien Debt—unfunded delayed draw and revolving term loans commitmentsFirst and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Advanced Web Technologies Holding CompanyDelayed Draw1.00%$2,723 $27 
ADPD Holdings, LLCADPD Holdings, LLCDelayed Draw0.50%$3,333 $(82)
ADPD Holdings, LLCADPD Holdings, LLCRevolver0.50621 (15)
Advanced Web Technologies Holding CompanyAdvanced Web Technologies Holding CompanyDelayed Draw1.001,051 11 Advanced Web Technologies Holding CompanyRevolver0.50854 (9)
Advanced Web Technologies Holding CompanyAdvanced Web Technologies Holding CompanyRevolver0.50906 Advanced Web Technologies Holding CompanyDelayed Draw1.001,602 (16)
Airnov, Inc.Airnov, Inc.Revolver0.50875 — Airnov, Inc.Revolver0.50688 (4)
Alpine Acquisition Corp IIAlpine Acquisition Corp IIRevolver0.503,447 (128)
American Physician Partners, LLCAmerican Physician Partners, LLCRevolver0.50550 — American Physician Partners, LLCDelayed Draw1.001,596 (32)
Analogic CorporationAnalogic CorporationRevolver0.5072 (1)Analogic CorporationRevolver0.5019 — 
Applied Technical Services, LLCApplied Technical Services, LLCRevolver0.5040 — Applied Technical Services, LLCRevolver0.5037 — 
Appriss Health, LLCAppriss Health, LLCRevolver0.502,963 Appriss Health, LLCRevolver0.502,963 (114)
Apptio, Inc.Apptio, Inc.Revolver0.501,420 — Apptio, Inc.Revolver0.50947 — 
Ascend Buyer, LLCAscend Buyer, LLCRevolver0.501,070 (17)Ascend Buyer, LLCRevolver0.501,284 (23)
Associations, Inc.Associations, Inc.Revolver0.50723 Associations, Inc.Revolver0.50723 (21)
Atlas AU Bidco Pty Ltd (Australia)Atlas AU Bidco Pty Ltd (Australia)Revolver0.50268 (8)
Avalara, Inc.Avalara, Inc.Revolver0.502,250 (68)
Blackbird Purchaser, Inc.Blackbird Purchaser, Inc.Delayed Draw1.004,597 (92)Blackbird Purchaser, Inc.Delayed Draw1.004,597 (264)
BlueCat Networks, Inc. (Canada)BlueCat Networks, Inc. (Canada)Delayed Draw0.50645 (18)
BMS Holdings III Corp.BMS Holdings III Corp.Delayed Draw1.009,688 (149)BMS Holdings III Corp.Delayed Draw2.654,844 (87)
Bradyifs Holdings, LLCBradyifs Holdings, LLCRevolver0.50739 (7)
Bradyifs Holdings, LLCBradyifs Holdings, LLCDelayed Draw1.002,634 (27)
Bubbles Bidco S.P.A. (Italy)Bubbles Bidco S.P.A. (Italy)Delayed Draw2.80873 (30)Bubbles Bidco S.P.A. (Italy)Delayed Draw2.80873 — 
Bubbles Bidco S.P.A. (Italy)Bubbles Bidco S.P.A. (Italy)Delayed Draw537 (9)Bubbles Bidco S.P.A. (Italy)Revolver537 — 
Captive Resources Midco, LLCRevolver0.502,143 (12)
Celerion Buyer, Inc.Celerion Buyer, Inc.Revolver0.50249 (6)
Celerion Buyer, Inc.Celerion Buyer, Inc.Delayed Draw1.00499 (12)
Chartis Holding, LLCChartis Holding, LLCRevolver0.50217 — Chartis Holding, LLCRevolver0.50217 (1)
Chemical Computing Group ULC (Canada)Chemical Computing Group ULC (Canada)Revolver0.5029 — Chemical Computing Group ULC (Canada)Revolver0.5029 — 
Chudy Group, LLCDelayed Draw1.00138 
Chudy Group, LLCRevolver0.5034 
Comar Holding Company, LLCComar Holding Company, LLCRevolver0.502,935 (59)Comar Holding Company, LLCRevolver0.501,467 (49)
Cority Software Inc. (Canada)Cority Software Inc. (Canada)Revolver0.503,000 (29)
CPI Intermediate Holdings, Inc.CPI Intermediate Holdings, Inc.Delayed Draw927 (19)
CST Holding CompanyCST Holding CompanyRevolver0.50423 (13)
DCA Investment Holding LLCDCA Investment Holding LLCDelayed Draw1.00169 (9)
Denali Midco 2, LLCDenali Midco 2, LLCDelayed Draw1.002,286 (87)
31

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliatedInvestments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair ValueInvestments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Cority Software Inc. (Canada)Revolver0.50%$3,000 $(1)
DCA Investment Holding, LLCDelayed Draw1.001,495 (8)
DermaRite Industries, LLCRevolver0.50579 (103)
Diligent CorporationDelayed Draw1.00110 
Diligent CorporationDiligent CorporationRevolver0.5047 Diligent CorporationRevolver0.50%$33 $(1)
Direct Travel, Inc.Direct Travel, Inc.Delayed Draw0.501,657 — Direct Travel, Inc.Delayed Draw0.501,657 — 
Dwyer Instruments, IncDelayed Draw1.001,003 (3)
Dwyer Instruments, IncRevolver0.50411 (1)
Dwyer Instruments, Inc.Dwyer Instruments, Inc.Revolver0.50994 (15)
Dwyer Instruments, Inc.Dwyer Instruments, Inc.Delayed Draw1.00161 (2)
Eliassen Group, LLCEliassen Group, LLCDelayed Draw1.003,310 (38)
Ellkay, LLCEllkay, LLCRevolver0.501,786 (36)Ellkay, LLCRevolver0.501,786 (64)
EPS Nass Parent, Inc.EPS Nass Parent, Inc.Delayed Draw1.0085 (1)EPS Nass Parent, Inc.Revolver0.5030 (1)
EPS Nass Parent, Inc.EPS Nass Parent, Inc.Revolver0.5025 — EPS Nass Parent, Inc.Delayed Draw1.0037 (2)
EvolveIP, LLCEvolveIP, LLCRevolver0.50798 (4)EvolveIP, LLCRevolver0.50655 (12)
Excel Fitness Holdings, Inc.Excel Fitness Holdings, Inc.Revolver0.50438 (20)
Excelitas Technologies Corp.Excelitas Technologies Corp.Revolver0.50160 (6)
Excelitas Technologies Corp.Excelitas Technologies Corp.Delayed Draw0.50152 (6)
FPG Intermediate Holdco, LLCFPG Intermediate Holdco, LLCDelayed Draw1.003,973 (174)
Greenhouse Software, Inc.Greenhouse Software, Inc.Revolver0.501,471 (29)Greenhouse Software, Inc.Revolver0.502,204 (81)
Hadrian Acquisition Limited (United Kingdom)Hadrian Acquisition Limited (United Kingdom)Delayed Draw2.33£2,086 (39)
Harbour Benefit Holdings, Inc.Harbour Benefit Holdings, Inc.Revolver0.502,120 (21)Harbour Benefit Holdings, Inc.Revolver0.503,180 (19)
Heartland Home Services, IncDelayed Draw1.006,902 27 
Heartland Home Services, IncRevolver0.50598 
Heartland Home Services, Inc.Heartland Home Services, Inc.Delayed Draw0.755,469 (96)
Heartland Home Services, Inc.Heartland Home Services, Inc.Revolver0.50619 (6)
Hercules Borrower LLCHercules Borrower LLCRevolver0.502,160 43 Hercules Borrower LLCRevolver0.501,929 (64)
Hoosier Intermediate, LLCHoosier Intermediate, LLCRevolver0.502,400 (48)Hoosier Intermediate, LLCRevolver0.501,600 (87)
Individual FoodService Holdings, LLCDelayed Draw1.0048 — 
Individual Foodservice Holdings, LLCDelayed Draw1.00890 
Individual FoodService Holdings, LLCDelayed Draw1.00188 — 
Individual FoodService Holdings, LLCRevolver0.50706 — 
Integrity Marketing Acquisition, LLCDelayed Draw5,000 (51)
Jeg's Automotive, LLCDelayed Draw1.006,667 (133)
HS Spa Holdings Inc.HS Spa Holdings Inc.Revolver0.501,235 (34)
iCIMS, Inc.iCIMS, Inc.Revolver0.502,432 (89)
iCIMS, Inc.iCIMS, Inc.Delayed Draw6,784 (247)
IQN Holding Corp.IQN Holding Corp.Delayed Draw1.00696 (11)
IQN Holding Corp.IQN Holding Corp.Revolver0.50489 (8)
Jeg's Automotive, LLCJeg's Automotive, LLCRevolver0.503,333 (67)Jeg's Automotive, LLCDelayed Draw1.004,167 (251)
K2 Insurance Services, LLCK2 Insurance Services, LLCRevolver0.501,120 (2)K2 Insurance Services, LLCRevolver0.501,120 (11)
Kaseya, Inc.Kaseya, Inc.Delayed Draw1.00585 (3)Kaseya, Inc.Revolver0.502,054 (60)
Kaseya, Inc.Kaseya, Inc.Revolver0.501,543 (9)Kaseya, Inc.Delayed Draw0.501,146 (33)
Lifelong Learner Holdings, LLCLifelong Learner Holdings, LLCRevolver0.50— Lifelong Learner Holdings, LLCRevolver0.50— 
Liqui-Box Holdings, Inc.Liqui-Box Holdings, Inc.Revolver0.501,140 (113)Liqui-Box Holdings, Inc.Revolver0.50596 — 
LVF Holdings, Inc.LVF Holdings, Inc.Delayed Draw1.004,670 (116)LVF Holdings, Inc.Revolver0.50992 (54)
LVF Holdings, Inc.LVF Holdings, Inc.Revolver0.501,459 (36)LVF Holdings, Inc.Delayed Draw1.004,670 (254)
Material Holdings, LLCMaterial Holdings, LLCDelayed Draw1,916 (21)Material Holdings, LLCDelayed Draw977 (44)
Material Holdings, LLCMaterial Holdings, LLCRevolver1.00806 (9)Material Holdings, LLCRevolver1.00499 (22)
Maverick Acquisition, Inc.Delayed Draw1.004,679 (101)
Maverick Acquisition, Inc.Delayed Draw1.001,290 (28)
Medical Manufacturing Technologies, LLCMedical Manufacturing Technologies, LLCDelayed Draw1.008,264 (165)Medical Manufacturing Technologies, LLCRevolver0.501,446 (27)
Medical Manufacturing Technologies, LLCMedical Manufacturing Technologies, LLCDelayed Draw1.00826 (16)
32

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Medical Manufacturing Technologies, LLCRevolver0.50%$1,859 $(37)
MMIT Holdings, LLCRevolver0.50857 (17)
National Technical Systems, Inc.Revolver0.50835 — 
NMI AcquisitionCo, Inc.Revolver0.501,280 (16)
PF Atlantic HoldCo 2, LLCDelayed Draw0.759,517 (190)
PF Atlantic HoldCo 2, LLCRevolver0.502,759 (55)
Prophix Software Inc. (Canada)Revolver0.501,993 20 
Quantic Electronics, LLCRevolver0.50557 (7)
Quantic Electronics, LLCDelayed Draw1.003,164 (41)
Quantic Electronics, LLCRevolver0.50824 (11)
RSC Acquisition, Inc.Delayed Draw0.502,435 
RSC Acquisition, Inc.Revolver0.50215 
Sapphire Convention, Inc.Revolver0.502,561 (345)
SolAero Technologies Corp. (Priority Facilities)Revolver0.50984 — 
SolAero Technologies Corp. (Priority Facilities)Revolver0.501,084 — 
Speedstar Holding, LLCDelayed Draw1.003,775 38 
Superior Health Linens, LLCRevolver0.50417 — 
TCFI Aevex LLCDelayed Draw1.001,835 (263)
TCFI Aevex LLCDelayed Draw1.00214 (31)
The Leaders Romans Bidco Limited (United Kingdom)Delayed Draw1.60£1,902 399 
Trafigura Trading LLCRevolver0.507,762 (133)
Turbo Buyer, Inc.Revolver0.501,217 (24)
US INFRA SVCS Buyer, LLCDelayed Draw1.0022,234 (527)
US INFRA SVCS Buyer, LLCRevolver0.50263 (6)
USLS Acquisition, Inc.Revolver0.501,135 (12)
Wineshipping.com LLCDelayed Draw1.001,986 (39)
Wineshipping.com LLCRevolver0.501,430 (28)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
NEFCO Holding Company LLCDelayed Draw1.00%$933 $(18)
NEFCO Holding Company LLCRevolver0.50763 (15)
NMI AcquisitionCo, Inc.Revolver0.501,280 (33)
North Haven Fairway Buyer, LLCRevolver0.501,154 (21)
North Haven Stallone Buyer, LLCDelayed Draw1.00200 (4)
Oak Purchaser, Inc.Delayed Draw0.501,623 (38)
Oak Purchaser, Inc.Revolver0.50584 (14)
PF Atlantic Holdco 2, LLCDelayed Draw1.007,448 (130)
PF Atlantic Holdco 2, LLCRevolver0.502,759 (48)
PPT Management Holdings, LLCRevolver0.50587 (162)
Prophix Software Inc. (Canada)Revolver0.501,993 — 
PXO Holdings I Corp.Delayed Draw1.00885 (16)
PXO Holdings I Corp.Revolver0.501,315 (24)
QNNECT, LLCDelayed Draw1.001,386 (42)
Quantic Electronics, LLCRevolver0.50276 (14)
Quantic Electronics, LLCDelayed Draw1.002,126 (109)
Radwell Parent, LLCRevolver0.381,395 (42)
RSC Acquisition, Inc.Revolver0.50462 (21)
RSC Acquisition, Inc.Delayed Draw1.00950 (43)
Sapphire Convention, Inc.Revolver0.504,188 (92)
SCP Eye Care HoldCo, LLCRevolver0.5017 — 
SCP Eye Care HoldCo, LLCDelayed Draw1.0039 (1)
Smarsh Inc.Revolver0.50408 (17)
Smarsh Inc.Delayed Draw1.00816 (34)
Spotless Brands, LLCRevolver0.501,096 (33)
Tank Holding Corp.Revolver0.381,379 (37)
The Carlstar Group LLCRevolver0.503,657 (48)
Trader Corporation (Canada)Revolver0.50C$906 (31)
Trafigura Trading LLCRevolver0.50388 (3)
Tufin Software North America, Inc.Revolver0.501,339 (41)
Tufin Software North America, Inc.Delayed Draw115 (4)
Turbo Buyer, Inc.Delayed Draw1.002,967 (53)
Turbo Buyer, Inc.Revolver0.501,217 (22)
U.S. Legal Support, Inc.Delayed Draw0.502,032 (37)
U.S. Legal Support, Inc.Revolver0.50735 (13)
Wineshipping.com LLCDelayed Draw1.001,609 (127)
Wineshipping.com LLCRevolver0.501,509 (120)
33

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliatedInvestments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair ValueInvestments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Total unfunded commitmentsTotal unfunded commitments$180,498 $(2,660)Total unfunded commitments$158,206 $(4,549)


(15) Loans include a credit spread adjustment that ranges from 0.10% to 0.26%.
As of December 31, 2021,2022, investments at fair value consisted of the following:
TypeTypeAmortized CostFair Value% of Fair ValueTypeAmortized CostFair Value% of Fair Value
First Lien DebtFirst Lien Debt$1,271,794 $1,232,084 64.4 %First Lien Debt$1,416,343 $1,359,962 68.6 %
Second Lien DebtSecond Lien Debt341,538 341,776 17.9 Second Lien Debt271,266 262,703 13.3 
Equity InvestmentsEquity Investments73,125 77,093 4.0 Equity Investments91,269 94,190 4.8 
Investment FundsInvestment Funds271,096 262,099 13.7 Investment Funds271,097 263,022 13.3 
TotalTotal$1,957,553 $1,913,052 100.0 %Total$2,049,975 $1,979,877 100.0 %
The rate type of debt investments at fair value as of December 31, 2022 was as follows:
Rate TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,663,454 $1,599,078 98.5 %
Fixed Rate24,155 23,587 1.5 
Total$1,687,609 $1,622,665 100.0 %

34

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)
The rate type of debt investments at fair value as of December 31, 2021 was as follows:
Rate TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,589,342 $1,549,215 98.4 %
Fixed Rate23,990 24,645 1.6 
Total$1,613,332 $1,573,860 100.0 %

The industry composition of investments at fair value as of December 31, 20212022 was as follows:
IndustryIndustryAmortized CostFair Value% of Fair ValueIndustryAmortized CostFair Value% of Fair Value
Aerospace & DefenseAerospace & Defense$169,068 $166,071 8.7 %Aerospace & Defense$145,220 $136,668 6.9 %
AutomotiveAutomotive91,155 94,144 4.9 Automotive86,452 86,903 4.4 
Beverage & FoodBeverage & Food91,999 97,377 5.1 Beverage & Food76,837 72,283 3.6 
Business ServicesBusiness Services85,994 83,878 4.4 Business Services95,138 93,620 4.7 
Capital EquipmentCapital Equipment102,065 102,308 5.4 Capital Equipment60,328 61,262 3.1 
Chemicals, Plastics & RubberChemicals, Plastics & Rubber64,717 66,515 3.5 Chemicals, Plastics & Rubber77,372 76,547 3.9 
Construction & BuildingConstruction & Building59,945 61,055 3.2 Construction & Building23,459 23,122 1.2 
Consumer Goods: DurableConsumer Goods: Durable11,277 11,450 0.6 Consumer Goods: Durable437 427 0.0 
Consumer Goods: Non-DurableConsumer Goods: Non-Durable440 440 — Consumer Goods: Non-Durable10,686 10,333 0.5 
Consumer ServicesConsumer Services5,303 5,158 0.3 Consumer Services115,254 112,705 5.7 
Containers, Packaging & GlassContainers, Packaging & Glass25,155 25,909 1.4 Containers, Packaging & Glass46,300 44,558 2.2 
Diversified Financial ServicesDiversified Financial Services52,154 52,113 2.7 Diversified Financial Services78,558 76,996 3.9 
Energy: Oil & GasEnergy: Oil & Gas41,991 42,900 2.2 Energy: Oil & Gas34,280 34,457 1.7 
Environmental IndustriesEnvironmental Industries69,194 69,185 3.6 Environmental Industries59,306 58,155 2.9 
Healthcare & PharmaceuticalsHealthcare & Pharmaceuticals250,294 229,555 12.0 Healthcare & Pharmaceuticals259,077 234,876 11.9 
High Tech IndustriesHigh Tech Industries149,185 151,430 7.9 High Tech Industries139,652 135,718 6.9 
Investment FundsInvestment Funds126,237 113,201 5.9 Investment Funds271,097 263,022 13.3 
Leisure Products & ServicesLeisure Products & Services271,096 262,099 13.7 Leisure Products & Services117,164 112,926 5.7 
Media: Advertising, Printing & PublishingMedia: Advertising, Printing & Publishing7,318 7,205 0.4 Media: Advertising, Printing & Publishing318 257 0.0 
Media: Diversified & ProductionMedia: Diversified & Production19,700 19,666 1.0 Media: Diversified & Production19,765 19,760 1.0 
Metals & MiningMetals & Mining2,237 2,086 0.1 Metals & Mining8,076 8,185 0.4 
RetailRetail44,644 44,992 2.4 Retail31,258 30,796 1.6 
SoftwareSoftware105,958 104,673 5.5 Software178,991 175,981 8.9 
Sovereign & Public FinanceSovereign & Public Finance13,623 14,036 0.7 Sovereign & Public Finance182 623 0.0 
TelecommunicationsTelecommunications87,977 76,585 4.0 Telecommunications75,795 70,907 3.6 
Transportation: CargoTransportation: Cargo7,406 7,188 0.4 
Utilities: ElectricUtilities: Electric869 878 — Utilities: Electric906 877 0.0 
WholesaleWholesale7,958 8,143 0.4 Wholesale30,661 30,725 1.6 
TotalTotal$1,957,553 $1,913,052 100.0 %Total$2,049,975 $1,979,877 100.0 %

35

CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20212022
(dollar amounts in thousands)

The geographical composition of investments at fair value as of December 31, 20212022 was as follows:
GeographyGeographyAmortized CostFair Value% of Fair ValueGeographyAmortized CostFair Value% of Fair Value
AustraliaAustralia$2,796 $2,796 0.1 %
CanadaCanada$46,433 $47,543 2.5 %Canada47,906 48,474 2.4 
CyprusCyprus6,389 7,097 0.4 Cyprus6,552 6,967 0.4 
ItalyItaly5,303 5,158 0.3 Italy5,815 5,465 0.3 
LuxembourgLuxembourg41,647 38,403 2.0 Luxembourg41,453 39,066 2.0 
SwedenSweden1,168 382 0.0 
United KingdomUnited Kingdom92,963 96,108 5.0 United Kingdom72,441 69,353 3.5 
United StatesUnited States1,764,818 1,718,743 89.8 United States1,871,844 1,807,374 91.3 
TotalTotal$1,957,553 $1,913,052 100.0 %Total$2,049,975 $1,979,877 100.0 %


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

36



CARLYLE SECURED LENDING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of September 30, 20222023
(dollar amounts in thousands, except per share data)
1. ORGANIZATION
Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “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. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through assembling a portfolio of secured debt investments in U.S. middle market companies. The Company's core investment strategy focuses on lending to U.S. middle market companies, 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.supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary specialty lending and opportunistic investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk diversifyingrisk-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 balancea minority of its assets invested in higher yielding investments (which may include unsecured debt, mezzaninesubordinated 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, ishas been rated below investment grade, and, if not rated,or would likely be rated below investment grade if it were rated (that is, below BBB- or Baa3,was rated. These securities, which isare often referred to as “junk”). Exposure to below investment grade instruments involves certain risks, including speculation“junk,” have predominately speculative characteristics with respect to the borrower’sissuer’s capacity to pay interest and repay principal.
On May 2, 2013, the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations. Effective March 15, 2017, the Company changed its name from “Carlyle GMS Finance, Inc.” to “TCG BDC, Inc.” On June 19, 2017, the Company closed its initial public offering, issuing 9,454,200 shares of its common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of $169,488$169,488. Shares of common stock of the Company began trading on the Nasdaq Global Select Market under the symbol “CGBD” on June 14, 2017.
Effective April 12, 2022, the Company changed its name from “TCG BDC, Inc.” to “Carlyle Secured Lending, Inc.”
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 theits investment adviser, Carlyle Global Credit Investment Adviser,Management L.L.C. (“CGCIM or “Investment Adviser”), a wholly-owned subsidiary of The Carlyle Group Inc. and 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 wholly owned subsidiary of The Carlyle Group Inc. “Carlyle” refers to The Carlyle Group Inc. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global alternative asset managerinvestment firm publicly traded on the Nasdaq Global Select Market under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.
37


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 unaudited 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
37


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,7, Borrowings, for details. The 2015-1 Issuer is consolidated in these unaudited 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, February 22, 2021, and May 16, 2022 and April 20, 2023 (as amended, the “Limited Liability Company Agreement”) to co-manage Middle Market Credit Fund, LLC (“Credit Fund”). Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $250,000 each. Refer to Note 5, Middle Market Credit Fund, LLC, for details.
On May 5, 2020, the Company issued and sold 2,000,000 shares of cumulative convertible preferred stock, par value $0.01 per share (the “Preferred Stock”), to an affiliate of Carlyle in a private placement at a price of $25 per share. See Note 10,9, Net Assets, to these unaudited consolidated financial statements for further information about the Preferred Stock.
On November 3, 2020, the Company and Cliffwater Corporate Lending Fund (“CCLF”), an investment vehicle managed by Cliffwater LLC, entered into a limited liability company agreement to co-manage Middle Market Credit Fund II, LLC (“Credit Fund II”). Credit Fund II invests in senior secured loans of middle market companies. Credit Fund II is managed by a four-member board of managers, on which the Company and CCLF each have equal representation. The Company and CCLF have approximately 84.13% and 15.87% economic ownership of Credit Fund II, respectively. The Company contributed certain senior secured debt investments with an aggregate principal balance of approximately $250 million to Credit Fund II in exchange for its 84.13% economic interest and gross cash proceeds of approximately $170 million. See Note 6, Middle Market Credit Fund II, LLC, to these unaudited 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 accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”). The accompanying 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.
38


The interim consolidated 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, 2021.2022. The results of operations for the three and nine month periodsmonths ended September 30, 20222023 are not necessarily indicative of the operating results to be expected for the full year.
Use of Estimates
38


The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on base management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results could differ from these estimates and such differences could be material.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment at the time of exit using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3, Fair Value Measurements, to these unaudited consolidated financial statements 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 twoone large financial institutionsinstitution and cash held in such financial institutionsinstitution may, at times, exceed the Federal Deposit Insurance Corporation insured limit. As of September 30, 20222023 and December 31, 2021,2022, the Company hadheld restricted cash balances of $29,643$35,503 and $70,081,$14,412, respectively, which represent amounts that are collected and held by trustees who have been appointed as custodians ofby the assets securing certain of the Company's financing transactions, and heldCompany for payment of interest expense and principal on the outstanding borrowings, or reinvestment into new assets.assets, and as custodians of the assets securing certain of the Company's financing transactions. There was no restricted cash balances denominated in a foreign currency as of September 30, 2023 and December 31, 2022.
Revenue Recognition
Interest from Investments and Realized Gain/Loss on Investments
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. At time of exit, the realized gain or loss on an investment is the difference between the amortized cost at time of exit and the cash received at exit using the specific identification method.
The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK income represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. As of September 30, 20222023 and December 31, 2021,2022, the fair value of the loans in the portfolio with PIK provisions was $194,694$251,860 and $243,220,$176,773, respectively, which represents approximately 10.0%13.5% and 12.7%8.9%, respectively, of total investments at fair value,value. For the three and nine months ended September 30, 2023, the Company earned $5,417 and $14,321 in PIK income, respectively. For the three month and nine month periodsmonths ended September 30, 2022, the Company earned $11,146 and $18,595 in PIK income, respectively. For the three month and nine month periods ended
39


September 30, 2021,In 2022, the Company earned $2,441separately presented interest receivable and $6,884 in PIK income, respectively. Prior to September 30, 2022, PIK income was included in interest income individend receivable on the accompanying Consolidated Statements of Operations.Cash Flows. In 2023, the amounts are presented collectively on the Consolidated Statements of Cash Flows. Prior periods have been conformed to the current presentation.
39


Dividend Income
Dividend income from the investment funds, Credit Fund and Credit Fund II, and other investments funds, if any, is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment funds and are expected to be collected.
Other Income
Other income may include income such as consent, waiver, amendment, unused, underwriting, arranger and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in prepaid expenses and other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the three and nine months ended September 30, 2023, the Company earned $768 and $2,650, respectively, in other income, primarily from prepayment fees and commitment fees. For the three and nine months ended September 30, 2022, the Company earned $2,974 and $6,844, respectively, in other income, primarily from underwriting, amendment, and prepayment fees.
Non-Accrual Income
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in management’s judgment, are likely to remain current. Management may determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of September 30, 20222023 and December 31, 2021,2022, the fair value of the loans in the portfolio on non-accrual status was $37,404$36,600 and $76,551,$57,932, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 20222023 and December 31, 2021.2022 and for the periods then ended.
The 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”). Interest expense and unused commitment fees on the Credit Facility are recorded on an accrual basis. Unused commitment fees are included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750%4.75% Senior Unsecured Notes due December 31, 2024 (the “2019 Notes”). On December 11, 2020, the Company issued $75.0 million in aggregate principal amount of 4.500%4.50% Senior Unsecured Notes due December 31, 2024 (the “2020 Notes”,Notes,” and together with the 2019 Notes, the “Senior Notes”). The Credit Facility, the 2015-1R Notes and the Senior Notes are recorded at carrying value, which approximates fair value.
Deferred financing costs include capitalized expenses related to the closing or amendments of the Credit Facility. Amortization of deferred financing costs for the Credit Facility is computed on the straight-line basis over its term. The unamortized balance of such costs is included in deferred financing costsprepaid expenses and other assets in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.
Debt issuance costs include capitalized expenses including structuring and arrangement fees related to the offering of the 2015-1R 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 and credit facility fees in the accompanying Consolidated Statements of Operations.
In 2022, the Company began presenting interest expense and credit facility fees together in the accompanying Consolidated Statements of Operations, which had previously been presented as separate financial statement line items. Prior periods have been conformed to the current presentation.
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Income Taxes
For federal income tax purposes, the Company has elected to be treated as a RIC under the Code, and intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain
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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 dependingyear. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.requirements as reasonable. For the three and nine months ended September 30, 2023, the Company incurred $850 and $2,023 in excise tax expense, respectively. For the three and nine months ended September 30, 2022, the Company incurred $449 and $978 in excise tax expense, respectively.
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, if any, is determined by the Board of Directors each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

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 TranslationsCurrency

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.

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Earnings Per Common Share
The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per common share is calculated by dividing the net increase (decrease) in net assets resulting from operations attributable to common stock by the weighted average number of shares of common stock outstanding. Diluted earnings per common share reflects the assumed conversion of all dilutive securities.
Recent Accounting Standards Updates
In March 2020,December 2022, 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. 2021-01,2022-06, Reference Rate Reform (Topic 848), which expandeddefers the scopesunset date of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities throughfrom December 31, 2022.2022 to December 31, 2024. 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 Investment Adviser values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Investment Adviser may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Investment Adviser determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Investment Adviser may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.

Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of memberspersonnel of the Investment Adviser; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment other than Credit Fund is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) if applicable, prior to September 8, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) reviewed the assessments of the Investment Adviser and the third-party valuation firm; and (v) if applicable, prior to September 8, 2022, the Board of Directors discussed the valuation recommendations of the Audit Committee and determined the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.
All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:
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the nature and realizable value of any collateral;
call features, put features and other relevant terms of debt;
the portfolio company’s leverage and ability to make payments;
the portfolio company’s public or private credit rating;
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the portfolio company’s actual and expected earnings and discounted cash flow;
prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;
the markets in which the portfolio company does business and recent economic and/or market events; and
comparisons to comparable transactions and publicly traded securities.
Investment performance data utilized are the most recently available financial statements and compliance certificatecertificates 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, 20222023 and December 31, 2021.2022.
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 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,interests, the practical expedient, or net asset value method, is used. For those structured through subordinated notes, a discounted cash flow method is used.
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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 periodsmonths ended September 30, 20222023 and 2021,2022, there were no transfers between levels.
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The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of September 30, 20222023 and December 31, 2021:2022:
September 30, 2022 September 30, 2023
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
AssetsAssetsAssets
First Lien DebtFirst Lien Debt$— $— $1,328,594 $1,328,594 First Lien Debt$— $— $1,270,972 $1,270,972 
Second Lien DebtSecond Lien Debt— — 263,211 263,211 Second Lien Debt— — 236,975 236,975 
Equity InvestmentsEquity Investments— — 92,552 92,552 Equity Investments— — 101,113 101,113 
Investment FundsInvestment FundsInvestment Funds
Mezzanine LoanMezzanine Loan— — — — Mezzanine Loan— — — — 
Subordinated Loan and Member's InterestSubordinated Loan and Member's Interest— — 189,603 189,603 Subordinated Loan and Member's Interest— — 184,527 184,527 
TotalTotal$— $— $1,873,960 $1,873,960 Total$— $— $1,793,587 $1,793,587 
Investments measured at net asset value (1)
Investments measured at net asset value (1)
74,997 
Investments measured at net asset value(1)
66,888 
TotalTotal$1,948,957 Total$1,860,475 
December 31, 2021 December 31, 2022
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
AssetsAssetsAssets
First Lien DebtFirst Lien Debt$— $— $1,232,084 $1,232,084 First Lien Debt$— $— $1,359,962 $1,359,962 
Second Lien DebtSecond Lien Debt— — 341,776 341,776 Second Lien Debt— — 262,703 262,703 
Equity InvestmentsEquity Investments— — 77,093 77,093 Equity Investments— — 94,190 94,190 
Investment FundsInvestment FundsInvestment Funds
Mezzanine LoanMezzanine Loan— — — — Mezzanine Loan— — — — 
Subordinated Loan and Member's InterestSubordinated Loan and Member's Interest— — 184,141 184,141 Subordinated Loan and Member's Interest— — 190,065 190,065 
TotalTotal$— $— $1,835,094 $1,835,094 Total$— $— $1,906,920 $1,906,920 
Investments measured at net asset value (1)
Investments measured at net asset value (1)
77,958 
Investments measured at net asset value(1)
72,957 
TotalTotal$1,913,052 Total$1,979,877 
(1)Amount represents the Company's investment in Credit Fund II. The Company, as a practical expedient, estimates the fair value of this investment using the net asset value of the Company's member's interest in Credit Fund II. As such, the fair value of the Company's investment in Credit Fund II has not been categorized within the fair value hierarchy.
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The changes in the Company’s investments at fair value for which the Company has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments still held are as follows:
Financial AssetsFinancial Assets
For the three month period ended September 30, 2022 For the three months ended September 30, 2023
First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of periodBalance, beginning of period$1,257,282 $290,683 $78,633 $186,767 $1,813,365 Balance, beginning of period$1,272,650 $265,536 $102,214 $189,101 $1,829,501 
PurchasesPurchases212,886 285 14,623 — 227,794 Purchases51,786 364 2,166 — 54,316 
SalesSales(79,406)(19,690)— — (99,096)Sales(24,601)(5,332)(2)— (29,935)
PaydownsPaydowns(66,139)(7,000)— — (73,139)Paydowns(37,511)(23,450)(1,541)— (62,502)
Accretion of discountAccretion of discount2,615 171 49 — 2,835 Accretion of discount1,533 369 101 — 2,003 
Net realized gains (losses)Net realized gains (losses)151 (4,659)— — (4,508)Net realized gains (losses)(97)(45)— — (142)
Net change in unrealized appreciation (depreciation)Net change in unrealized appreciation (depreciation)1,205 3,421 (753)2,836 6,709 Net change in unrealized appreciation (depreciation)7,212 (467)(1,825)(4,574)346 
Balance, end of periodBalance, end of period$1,328,594 $263,211 $92,552 $189,603 $1,873,960 Balance, end of period$1,270,972 $236,975 $101,113 $184,527 $1,793,587 
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 
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of OperationsNet change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations$7,161 $(378)$(1,825)$(4,574)$384 
Financial AssetsFinancial Assets
For the nine month period ended September 30, 2022 For the nine months ended September 30, 2023
First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of periodBalance, beginning of period$1,232,084 $341,776 $77,093 $184,141 $1,835,094 Balance, beginning of period$1,359,962 $262,703 $94,190 $190,065 $1,906,920 
PurchasesPurchases518,528 966 18,297 — 537,791 Purchases148,893 4,738 6,158 — 159,789 
SalesSales(177,776)(23,703)(5,034)— (206,513)Sales(89,257)(11,704)(1,719)— (102,680)
PaydownsPaydowns(241,555)(43,325)(1,083)— (285,963)Paydowns(138,487)(23,904)(2,148)— (164,539)
Accretion of discountAccretion of discount6,833 912 189 — 7,934 Accretion of discount4,784 788 215 — 5,787 
Net realized gains (losses)Net realized gains (losses)3,102 (5,615)3,898 — 1,385 Net realized gains (losses)(22,706)(93)1,351 — (21,448)
Net change in unrealized appreciation (depreciation)Net change in unrealized appreciation (depreciation)(12,622)(7,800)(808)5,462 (15,768)Net change in unrealized appreciation (depreciation)7,783 4,447 3,066 (5,538)9,758 
Balance, end of periodBalance, end of period$1,328,594 $263,211 $92,552 $189,603 $1,873,960 Balance, end of period$1,270,972 $236,975 $101,113 $184,527 $1,793,587 
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations$(8,132)$(7,679)$(2,295)$5,462 $(12,644)
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of OperationsNet change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations$(3,856)$(378)$3,971 $(5,538)$(5,801)
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Financial AssetsFinancial Assets
For the three month period ended September 30, 2021 For the three months ended September 30, 2022
First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of periodBalance, 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 
PurchasesPurchases213,790 57,365 1,490 — 272,645 Purchases212,886 285 14,623 — 227,794 
SalesSales(122,671)(3,038)(8,942)— (134,651)Sales(79,406)(19,690)— — (99,096)
PaydownsPaydowns(72,567)(15,130)(436)— (88,133)Paydowns(66,139)(7,000)— — (73,139)
Accretion of discountAccretion of discount1,987 502 12 — 2,501 Accretion of discount2,615 171 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 periodBalance, 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$8,359 $(207)$2,046 $7,932 $18,130 
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of OperationsNet change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations$780 $(834)$(753)$2,836 $2,029 
Financial AssetsFinancial Assets
For the nine month period ended September 30, 2021 For the nine months ended September 30, 2022
First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of periodBalance, 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 
PurchasesPurchases492,348 120,678 21,523 — 634,549 Purchases518,528 966 18,297 — 537,791 
SalesSales(277,066)(7,913)(14,151)— (299,130)Sales(177,776)(23,703)(5,034)— (206,513)
PaydownsPaydowns(198,882)(57,526)(436)(23,000)(279,844)Paydowns(241,555)(43,325)(1,083)— (285,963)
Accretion of discountAccretion of discount5,360 1,146 24 — 6,530 Accretion of discount6,833 912 189 — 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 periodBalance, 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 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 $47,698 
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of OperationsNet change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations$(8,132)$(7,679)$(2,295)$5,462 $(12,644)
The Company generally uses the following framework when determining the fair value of investments that are categorized as Level 3:
Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Investment Adviser carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The income approach typically uses a discounted cash flow analysis of the portfolio company.
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Investments in debt securities that do not have sufficient coverage through the enterprise value analysis are valued based on an expected probability of default and discount recovery analysis.
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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, 20222023 and December 31, 2021:2022:
Fair Value as of September 30, 2022Valuation TechniquesSignificant Unobservable InputsRange  Fair Value as of September 30, 2023Valuation TechniquesSignificant Unobservable InputsRange 
LowHighWeighted Average LowHighWeighted Average
Investments in First Lien DebtInvestments in First Lien Debt$1,151,132 Discounted Cash FlowDiscount Rate4.82 %17.13 %8.67 %Investments in First Lien Debt$1,128,465 Discounted Cash FlowDiscount Rate5.06 %17.64 %8.65 %
111,546 Consensus PricingIndicative Quotes97.00 100.00 98.27 16,296 Consensus PricingIndicative Quotes94.00 %100.00 %97.75 %
65,916 Income ApproachDiscount Rate11.85 %15.31 %13.91 %126,211 Income ApproachDiscount Rate9.40 %11.07 %10.18 %
Market ApproachComparable Multiple9.17x9.34x9.24xMarket ApproachComparable Multiple8.60x10.89x9.77x
Total First Lien DebtTotal First Lien Debt1,328,594 Total First Lien Debt1,270,972 
Investments in Second Lien DebtInvestments in Second Lien Debt263,211 Discounted Cash FlowDiscount Rate9.05 %13.25 %9.86 %Investments in Second Lien Debt234,339 Discounted Cash FlowDiscount Rate8.29 %15.06 %9.83 %
2,636 Income ApproachDiscount Rate11.07 %11.07 %11.07 %
Total Second Lien DebtTotal Second Lien Debt263,211 Total Second Lien Debt236,975 
Investments in EquityInvestments in Equity92,552 Income ApproachDiscount Rate7.22 %11.85 %8.76 %Investments in Equity101,113 Income ApproachDiscount Rate7.22 %12.91 %10.39 %
Market ApproachComparable Multiple9.07x18.47x10.85xMarket ApproachComparable Multiple7.93x16.16x9.83x
Total Equity InvestmentsTotal Equity Investments92,552 Total Equity Investments101,113 
Investments in Investment Fund
Investments in Credit FundInvestments in Credit Fund
Subordinated Loan and
Member's Interest
Subordinated Loan and
Member's Interest
189,603 Discounted Cash FlowDiscount Rate10.00 %10.00 %10.00 %Subordinated Loan and
Member's Interest
184,527 Discounted Cash FlowDiscount Rate10.25 %10.25 %10.25 %
Discounted Cash FlowDefault Rate3.00 %3.00 %3.00 %Discounted Cash FlowDefault Rate3.00 %3.00 %3.00 %
Discounted Cash FlowRecovery Rate65.00 %65.00 %65.00 %Discounted Cash FlowRecovery Rate65.00 %65.00 %65.00 %
Total Investments in Investment Fund189,603 
Total Investments in Credit FundTotal Investments in Credit Fund184,527 
Total Level 3 InvestmentsTotal Level 3 Investments$1,873,960 Total Level 3 Investments$1,793,587 
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Fair Value as of December 31, 2021Valuation TechniquesSignificant Unobservable InputsRange  Fair Value as of December 31, 2022Valuation TechniquesSignificant Unobservable InputsRange 
LowHighWeighted Average LowHighWeighted Average
Investments in First Lien DebtInvestments in First Lien Debt$981,627 Discounted Cash FlowDiscount Rate3.90 %14.21 %7.70 %Investments in First Lien Debt$1,157,414 Discounted Cash FlowDiscount Rate4.84 %17.96 %9.09 %
185,432 Consensus PricingIndicative Quotes90.00 100.00 97.69 74,457 Consensus PricingIndicative Quotes97.00 %100.00 %97.95 %
65,025 Income ApproachDiscount Rate11.55 %13.18 %12.24 %128,091 Income ApproachDiscount Rate9.03 %19.31 %13.34 %
Market ApproachComparable Multiple6.68x8.16x7.53xMarket ApproachComparable Multiple5.21x10.51x9.81x
Total First Lien DebtTotal First Lien Debt1,232,084 Total First Lien Debt1,359,962 
Investments in Second Lien DebtInvestments in Second Lien Debt299,664 Discounted Cash FlowDiscount Rate7.11 %15.83 %9.46 %Investments in Second Lien Debt262,703 Discounted Cash FlowDiscount Rate8.96 %13.33 %10.12 %
42,112 Consensus PricingIndicative Quotes97.25 98.00 97.49 
Total Second Lien DebtTotal Second Lien Debt341,776 Total Second Lien Debt262,703 
Investments in EquityInvestments in Equity77,093 Income ApproachDiscount Rate7.22 %11.55 %8.38 %Investments in Equity94,190 Income ApproachDiscount Rate7.22 %12.69 %9.89 %
Market ApproachComparable Multiple8.16x16.43x11.26xMarket ApproachComparable Multiple8.40x17.24x10.41x
Total Equity InvestmentsTotal Equity Investments77,093 Total Equity Investments94,190 
Investment in Investment Fund
Investment in Credit FundInvestment in Credit Fund
Subordinated Loan and Member's InterestSubordinated Loan and Member's Interest184,141 Discounted Cash FlowDiscount Rate8.50 %8.50 %8.50 %Subordinated Loan and Member's Interest190,065 Discounted Cash FlowDiscount Rate10.25 %10.25 %10.25 %
Discounted Cash FlowDefault Rate3.00 %3.00 %3.00 %Discounted Cash FlowDefault Rate3.00 %3.00 %3.00 %
Discounted Cash FlowRecovery Rate65.00 %65.00 %65.00 %Discounted Cash FlowRecovery Rate65.00 %65.00 %65.00 %
Total Investments in Investment Fund184,141 
Total Investments in Credit FundTotal Investments in Credit Fund190,065 
Total Level 3 InvestmentsTotal Level 3 Investments$1,835,094 Total Level 3 Investments$1,906,920 
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 indicative quotes or comparable EBITDA multiples in isolation would result in a significantly lower fair value measurement.
The significant unobservable input used in the fair value measurement of the Company’s investment in the mezzanine loan of Credit Fund is the recovery rate of principal and interest. A significant decrease in the recovery rate would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in the subordinated loan and member’s interest of Credit Fund are the discount rate, default rate and recovery rate. Significant increases in the discount rate or default rate in isolation would result in a significantly lower fair value measurement. A significant decrease in the recovery rate in isolation would result in a significantly lower fair value measurement.
Financial instruments disclosed but not carried at fair value
The following table presents the carrying value (before debt issuance costs) and fair value of the Company’s secured borrowingsCredit Facility, Senior Notes, and senior unsecured notes2015-1R Notes disclosed but not carried at fair value as of September 30, 20222023 and December 31, 2021:2022:
September 30, 2022December 31, 2021 September 30, 2023December 31, 2022
Carrying ValueFair ValueCarrying ValueFair Value Carrying ValueFair ValueCarrying ValueFair Value
Secured borrowingsSecured borrowings$423,959 $423,959 $407,655 $407,655 Secured borrowings$366,256 $366,256 $440,441 $440,441 
2019 Notes2019 Notes115,000 105,191 115,000 117,300 2019 Notes115,000 102,849 115,000 105,496 
2020 Notes2020 Notes75,000 69,012 75,000 75,530 2020 Notes75,000 67,731 75,000 69,180 
Aaa/AAA Class A-1-1-R NotesAaa/AAA Class A-1-1-R Notes234,800 233,016 234,800 232,170 
Aaa/AAA Class A-1-2-R NotesAaa/AAA Class A-1-2-R Notes50,000 49,770 50,000 49,655 
Aaa/AAA Class A-1-3-R NotesAaa/AAA Class A-1-3-R Notes25,000 23,938 25,000 24,013 
AA Class A-2-R NotesAA Class A-2-R Notes66,000 65,340 66,000 63,802 
A Class B NotesA Class B Notes46,400 45,078 46,400 44,465 
BBB- Class C NotesBBB- Class C Notes27,000 26,393 27,000 25,920 
TotalTotal$613,959 $598,162 $597,655 $600,485 Total$1,005,456 $980,371 $1,079,641 $1,055,142 
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The carrying values of the secured borrowings generally approximate their respective fair values due to their variable interest rates. Secured borrowings are categorized as Level 3 within the hierarchy.
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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 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 valuesvalue of the Company’s 2015-1R Notes disclosed but not carried atapproximate their respective fair valuevalues. The 2015-1R Notes are categorized as of September 30, 2022Level 3 within the hierarchy and December 31, 2021:
 September 30, 2022December 31, 2021
Carrying ValueFair ValueCarrying ValueFair Value
Aaa/AAA Class A-1-1-R Notes$234,800 $227,592 $234,800 $234,941 
Aaa/AAA Class A-1-2-R Notes50,000 48,710 50,000 50,075 
Aaa/AAA Class A-1-3-R Notes25,000 23,595 25,000 24,680 
AA Class A-2-R Notes66,000 63,327 66,000 66,003 
A Class B Notes46,400 45,296 46,400 46,430 
BBB- Class C Notes27,000 26,123 27,000 26,714 
Total$449,200 $434,643 $449,200 $448,843 
The fair value determination of the Company’s notes payable was based on theare valued generally using market quotation(s) received from broker/dealer(s). These fair value measurements were based on, which are significant inputs not observable and thus represent Level 3 measurements as defined in the accounting guidance for fair value measurement.unobservable inputs.
The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.
4. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On April 3, 2013, the Company’s Board of Directors, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”), approved an investment advisory agreement (the “Original Investment Advisory Agreement”) between the Company and the Investment Adviser in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the Investment Company Act. The Original Investment Advisory Agreement was amended on September 15, 2017 and August 6, 2018 after receipt of requisite Board and stockholders' approvals, as applicable (as amended, the “Investment Advisory Agreement”). Unless terminated earlier, the Investment Advisory Agreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board of Directors and by the vote of a majority of the Independent Directors. On May 9, 2022,4, 2023, 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. 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 managementBase Management fee has beenis calculated and payable quarterly in arrears at an annual rate of 1.50% of the average value of the Company’s gross assets at the end of the two most recently completed fiscal quarters; provided, however, effective July 1, 2018, the base managementBase Management fee is calculated at an annual rate of 1.00% of the average value of theCompany’s gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (A) 200% and (B) the average value of the Company’s net asset value at the end of the two most recently completed calendar quarters. 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“Gross assets” is determined on a consolidated basis in accordance with U.S. GAAP, include assets acquired through the incurrence of debt from the use of leverage.(see Note 7, Borrowings, to these unaudited consolidated financial statements), and excludes cash and any temporary investments in cash-equivalents. For purposes of this calculation, cash and cash equivalents include any temporary investments in cash-equivalents,includes U.S. government securities and other high quality investment grade debt investments that mature in 12 months or less from the date of investment.
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The Base Management Fee is payable quarterly in arrears, will be appropriately adjusted for any share issuances or repurchases during such the applicable fiscal quarters, and will be appropriately pro-rated for any partial month or quarter.
The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the immediately preceding calendar quarter. The second part is determined and payable in arrears based on capital gains as of the end of each calendar year.
Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the operating expenses accrued for the quarter (including the base management fee, expenses payable under the administration agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
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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.
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Below is a summary of the base management fees and incentive fees incurred during the three month and nine month periodsmonths ended September 30, 20222023 and 2021.2022.
For the three month periods endedFor the nine month periods ended
September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Base management fees$7,262 $7,233 $21,425 $21,024 
Incentive fees on pre-incentive fee net investment income6,451 4,516 16,137 13,193 
Realized capital gains incentive fees— — — — 
Accrued capital gains incentive fees— — — — 
Total capital gains incentive fees— — — — 
Total incentive fees6,451 4,516 16,137 13,193 
Total base management fees and incentive fees$13,713 $11,749 $37,562 $34,217 
Three months ended September 30,Nine months ended September 30,
2023202220232022
Base management fees$7,080 $7,262 $21,501 $21,425 
Incentive fees on pre-incentive fee net investment income5,530 6,451 16,595 16,137 
Total base management fees and incentive fees$12,610 $13,713 $38,096 $37,562 
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. During the three and nine months ended September 30, 2023 and 2022, there were no accrued or realized capital gains incentive fees.
As of September 30, 20222023 and December 31, 2021, $13,7482022, $12,636 and $11,819,$12,681, 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.
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Administration Agreement
On April 3, 2013, the Company's Board of Directors approved the Administration Agreement (the “Administration Agreement”) between the Company and the Administrator. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to or compensatory distributions received by the Company’s officers (including the Chief Financial Officer and Chief Compliance Officer, and Treasurer)Officer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley Act 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 9, 2022,4, 2023, the Company's Board of Directors, including a majority of the Independent Directors, approved the continuance of the Administration Agreement for a one-yearone 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 periodsmonths ended September 30, 20222023 and 2021,2022, the Company incurred $470$369 and $400,$470, respectively, in fees under the Administration Agreement. For the nine month periodsmonths ended September 30, 20222023 and 2021,2022, the Company incurred $1,337$866 and $1,057,$1,337, 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, 20222023 and December 31, 2021, $1,4092022, $2,577 and $482,$1,711, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
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Sub-Administration Agreements
On April 3, 2013, the Administrator entered into a sub-administration agreement with Carlyle Employee Co. (the “Carlyle Sub-Administration Agreement”). Pursuant to the Carlyle Sub-Administration Agreement, Carlyle Employee Co. provides the Administrator with access to personnel.
On April 3, 2013, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and, such agreement, the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreement, the “Sub-Administration Agreements”). Unless terminated earlier, the State Street Sub-Administration Agreement renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On May 9, 2022,4, 2023, 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-yearone 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 periodsmonths ended September 30, 20222023 and 2021,2022, the Company incurred $271$170 and $169,$271, respectively, in fees under the State Street Sub-Administration Agreement. For the nine month periodsmonths ended September 30, 20222023 and 2021,2022, the Company incurred $620$499 and $504,$620, respectively, in fees under the 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, 20222023 and December 31, 2021, $8872022, $223 and $682,$298, 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 ourthe Investment Adviser and is a wholly owned subsidiary of Carlyle, pursuant to which CIM has granted the Company a non-exclusive, revocable and non-transferable license to use the name and mark “Carlyle.”
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Board of Directors
The Company’s Board of Directors currently consists of seven members, four of whom are Independent Directors. The Board of Directors has established an Audit Committee, a Pricing Committee, a Nominating and Governance Committee 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 periodsmonths ended September 30, 20222023 and 2021,2022, the Company incurred $173$103 and $154,$173, 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 periodsmonths ended September 30, 20222023 and 2021,2022, the Company incurred $519$333 and $420,$519, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. These fees are included in directors’ fees and expenses in the accompanying Consolidated Statements of Operations. As of September 30, 20222023 and December 31, 2021, $1 and $142, respectively, in2022, no 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.payable.
Transactions with Investment Funds
For the three and nine month periods ended September 30, 2022,At times, the Company sold 3will engage in purchase and 6 investments, respectively, tosale transactions with 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 $1,075, respectively.as detailed below. See Note 5, Middle Market Credit Fund, LLC, to these unaudited consolidated financial statements for further information about Credit Fund.
For the three and nine month periods ended September 30, 2022,
Three months ended September 30,Nine months ended September 30,
2023202220232022
Number of investments sold— 
Proceeds from investments$— $31,014 $18,237 $84,534 
Realized gain (loss) from investments$— $121 $(94)$48 
At times, the Company sold 5will engage in purchase and 9 investments, respectively, tosale transactions with 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.as detailed below. See Note 6, Middle Market Credit Fund II, LLC, to these unaudited consolidated financial statements for further information about Credit Fund II.
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Three months ended September 30,Nine months ended September 30,
2023202220232022
Number of investments purchased— — 
Cost of investments purchased$6,581 $— $6,581 $— 
Number of investments sold10 
Proceeds from investments$24,601 $27,429 $45,190 $59,222 
Realized gain (loss) from investments$140 $(421)$(33)$(842)


Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of the Preferred Stockcumulative convertible preferred stock, par value $0.01 per share, to an affiliate of Carlyle in a private placement at a price of $25 per share. For the three and nine month periodsmonths ended September 30, 2022,2023, the Company declared and paid dividends on the Preferred Stock of $875 and $2,625, respectively. For the three and nine month periodsmonths ended September 30, 2021,2022, the Company declared and paid dividends on the Preferred Stock of $875 and $2,625.$2,625, respectively. See Note 10,9, Net Assets, to these unaudited consolidated financial statements 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, February 22, 2021, and May 16, 2022 and April 20, 2023 (as amended, the “Limited Liability Company Agreement”) to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in the Company’s consolidated financial statements. Credit Fund primarily invests in
52


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 2019-2, LLC (the “2019-2 Issuer”) and MMCF Warehouse II, LLC (the “Credit Fund Warehouse II”), each a Delaware limited liability company, were formed on April 5, 2016 November 26, 2018 and August 16, 2019, respectively. Credit Fund Sub the 2019-2 Issuer, and Credit Fund Warehouse II are wholly owned subsidiaries of Credit Fund and are consolidated in Credit Fund’s consolidated financial statements commencing from the date of their respective formations. In August 2021, the 2019-2 Notes, as defined below, were redeemed and repaid in full. Credit Fund Sub and Credit Fund Warehouse II primarily investinvests in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the Company. Refer to “Debt” below in this Note 5 for discussions regarding the credit facilitiesfacility entered into and the notes issued by such wholly-owned subsidiaries.
Credit Fund, the Company and Credit Partners entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the “Credit Fund Administrative Agent”), pursuant to which the Credit Fund Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Credit Fund Administrative Agent in performing its obligations thereunder.
53


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, 2022December 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 assets8,340 7,698 
Total assets$929,538 $988,698 
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings$571,621 $600,651 
Other liabilities21,122 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 endedFor the nine month periods ended
 September 30, 2022September 30, 2021September 30, 2022September 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 expenses6,858 6,701 15,983 17,437 
Other expenses410 510 1,507 1,532 
Total expenses7,268 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 
54


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, 2022December 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 Fund44 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.
55


Consolidated Schedule of Investments as of September 30, 2022
Investments (1)
FootnotesIndustry
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 & DefenseLIBOR4.50%8.12%3/31/2028$37,278 $36,780 $36,368 
Acrisure, LLC+(2)(3)Diversified Financial ServicesLIBOR3.50%6.62%2/13/202725,182 25,162 23,294 
Analogic Corporation^+(2)(3)(7)Capital EquipmentLIBOR5.25%8.07%6/22/202420,161 20,150 19,630 
Anchor Packaging, Inc.+(2)(3)Containers, Packaging & GlassLIBOR4.00%7.12%7/18/202624,284 24,210 23,464 
API Technologies Corp.+(2)(3)Aerospace & DefenseLIBOR4.25%7.92%5/9/202614,512 14,471 13,227 
Aptean, Inc.+(2)(3)SoftwareLIBOR4.25%7.32%4/23/202612,062 12,026 11,459 
Avalign Technologies, Inc.+(2)(3)Healthcare & PharmaceuticalsLIBOR4.50%7.62%12/22/202514,331 14,259 14,003 
BMS Holdings III Corp.+(2)(3)Construction & BuildingLIBOR5.50%9.17%9/30/202611,160 11,073 11,002 
Chartis Holding, LLC^+(2)(3)(7)Business ServicesLIBOR5.25%6.38%5/1/20256,911 6,911 6,862 
Chemical Computing Group ULC (Canada)^+(2)(3)(7)SoftwareLIBOR4.50%7.64%8/30/202413,805 13,563 13,576 
Diligent Corporation^+(2)(3)(7)TelecommunicationsLIBOR6.25%9.11%8/4/202510,044 9,855 9,715 
Divisions Holding Corporation+(2)(3)Business ServicesLIBOR4.75%7.87%5/27/202824,750 24,543 23,667 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%7.33%4/26/202930,000 29,429 28,450 
Eliassen Group, LLC+(2)(3)Business ServicesSOFR5.75%9.30%4/14/202819,424 19,187 19,178 
EPS Nass Parent, Inc.^+(2)(3)(7)Utilities: ElectricLIBOR5.75%9.42%4/19/202833,810 33,208 32,851 
EvolveIP, LLC^+(2)(3)(6)(7)TelecommunicationsSOFR5.50%9.20%6/7/202540,494 40,460 39,816 
Exactech, Inc.+(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%6.87%2/14/202521,138 21,071 18,882 
Frontline Technologies Holdings, LLC+(2)(3)SoftwareLIBOR5.75%8.89%9/18/202314,552 14,277 14,552 
GSM Acquisition Corp.^+(2)(3)(6)(7)Leisure Products & ServicesSOFR5.00%8.73%11/16/202630,207 29,944 28,849 
Heartland Home Services, Inc+(2)(3)Consumer ServicesLIBOR5.75%8.80%12/15/20267,260 7,171 7,143 
Heartland Home Services, Inc+(2)(3)(7)Consumer ServicesLIBOR6.00%9.12%12/15/202624,317 24,233 24,121 
Higginbotham Insurance Agency, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.25%8.37%11/25/20264,500 4,438 4,417 
HMT Holding Inc.^+(2)(3)(6)(7)Energy: Oil & GasSOFR6.25%9.27%11/17/202532,232 32,086 30,289 
Integrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR5.50%8.00%8/27/202544,004 43,572 41,830 
Jensen Hughes, Inc.^+(2)(3)(7)Utilities: ElectricLIBOR4.50%7.29%3/22/202434,127 34,097 33,105 
K2 Insurance Services, LLC^+(2)(3)(7)Diversified Financial ServicesLIBOR5.00%8.63%7/1/202612,831 12,832 12,780 
KAMC Holdings, Inc.+(2)(3)Energy: ElectricityLIBOR4.00%7.07%8/14/202613,580 13,540 10,983 
KBP Investments, LLC+(2)(3)(7)Beverage & FoodLIBOR5.50%8.40%5/25/202737,173 36,966 34,700 
Odyssey Logistics & Technology Corp.^+(2)(3)Transportation: CargoLIBOR4.00%6.81%10/12/20249,530 9,512 9,196 
Output Services Group+(2)(3)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK9.80%6/27/202619,168 19,145 13,519 
PF Atlantic Holdco 2, LLC+(2)(3)Leisure Products & ServicesLIBOR5.50%8.77%11/12/202715,435 15,196 15,167 
Premise Health Holding Corp.+(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%7.92%7/10/202513,341 13,312 13,244 
56


Consolidated Schedule of Investments as of September 30, 2022
Investments (1)
FootnotesIndustry
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 IndustriesLIBOR5.50%8.05%8/31/2026$21,630 $21,483 $21,147 
Radiology Partners, Inc.+(2)(3)Healthcare & PharmaceuticalsLIBOR4.25%7.32%7/9/202527,686 27,619 24,173 
RevSpring Inc.+(2)(3)Media: Advertising, Printing & PublishingLIBOR4.00%7.67%10/11/202528,924 28,803 27,694 
Riveron Acquisition Holdings, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.75%9.42%5/22/202511,314 11,314 11,314 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassLIBOR5.50%8.62%12/30/202614,738 14,625 14,715 
Turbo Buyer, Inc.+(2)(3)(7)AutomotiveLIBOR6.00%8.88%12/2/202534,339 34,115 33,641 
U.S. TelePacific Holdings Corp.+(2)(3)(6)TelecommunicationsSOFR1.00%, 7.25% PIK11.32%5/2/20266,957 6,944 2,783 
USALCO, LLC+(2)(3)Chemicals, Plastics & RubberLIBOR6.00%9.67%10/19/202714,883 14,625 14,300 
VRC Companies, LLC^+(2)(3)(7)Business ServicesLIBOR5.50%9.25%6/29/202728,965 28,599 28,093 
Welocalize, Inc.^+(2)(3)(7)Business ServicesLIBOR4.75%7.87%12/23/202433,885 33,617 32,764 
WRE Holding Corp.^+(2)(3)(6)(7)Environmental IndustriesSOFR5.25%8.79%1/3/20258,428 8,426 8,268 
Yellowstone Buyer Acquisition, LLC+(2)(3)Consumer Goods: DurableLIBOR5.75%8.80%9/13/202739,600 38,921 37,976 
First Lien Debt Total$935,770 $896,207 
Equity Investments (—% of fair value)
DBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^Transportation: Cargo13,996 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.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of 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%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these consolidated financial statements.
57


(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 commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38%$4,289 $(94)
Analogic CorporationRevolver0.50339 (9)
Chartis Holding, LLCRevolver0.502,183 (12)
Chemical Computing Group ULC (Canada)Revolver0.50873 (14)
Diligent CorporationRevolver0.50351 (11)
EPS Nass Parent, Inc.Delayed Draw0.501,488 (39)
EPS Nass Parent, Inc.Revolver1.001,380 (36)
EvolveIP, LLCRevolver0.502,757 (43)
GSM Acquisition Corp.Delayed Draw1.00825 (36)
Heartland Home Services, IncRevolver0.50771 (6)
HMT Holding Inc.Revolver0.506,173 (312)
Jensen Hughes, Inc.Revolver0.502,000 (57)
K2 Insurance Services, LLCRevolver0.501,170 (4)
KBP Investments, LLCDelayed Draw1.002,598 (162)
QW Holding CorporationRevolver0.505,498 (98)
Turbo Buyer, Inc.Revolver0.50933 (18)
VRC Companies, LLCRevolver0.50708 (21)
Welocalize, Inc.Revolver0.503,375 (96)
Welocalize, Inc.Revolver0.502,250 (64)
WRE Holding Corp.Revolver0.50849 (15)
Total unfunded commitments$40,810 $(1,147)




58




Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC^+(2)(3)(6)Aerospace & DefenseLIBOR4.25%5.50%3/31/2028$34,477 $33,913 $34,477 
Acrisure, LLC+#(2)(3)Banking, Finance, Insurance & Real EstateLIBOR3.50%3.78%2/13/202725,376 25,353 25,203 
Acrisure, LLC+(2)(3)Banking, Finance, Insurance & Real EstateLIBOR4.25%4.75%2/13/20276,700 6,650 6,687 
Analogic Corporation^+(2)(3)(6)Capital EquipmentLIBOR5.25%6.25%6/22/202419,796 19,781 19,587 
Anchor Packaging, Inc.+#(2)(3)Containers, Packaging & GlassLIBOR4.00%4.10%7/18/202624,472 24,385 24,215 
API Technologies Corp.+#(2)(3)Aerospace & DefenseLIBOR4.25%4.35%5/9/202614,625 14,575 14,251 
Aptean, Inc.+#(2)(3)SoftwareLIBOR4.25%4.35%4/23/202612,157 12,113 12,087 
Avalign Technologies, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR4.50%4.63%12/22/202514,443 14,354 14,320 
Avenu Holdings, LLC+(2)(3)Sovereign & Public FinanceLIBOR5.25%6.25%9/28/202423,350 23,350 23,350 
BMS Holdings III Corp.+(2)(3)Construction & BuildingLIBOR5.50%6.50%9/30/202611,244 11,143 11,071 
Chartis Holding, LLC+(2)(3)(6)Business ServicesLIBOR5.50%6.50%5/1/20256,964 6,964 6,964 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)SoftwareLIBOR4.50%5.50%8/30/202413,912 13,480 13,845 
Chudy Group, LLC^+(2)(3)(6)Healthcare & PharmaceuticalsLIBOR5.75%6.75%6/30/202733,021 32,465 33,657 
Diligent Corporation^+(2)(3)(6)TelecommunicationsLIBOR6.25%7.25%8/4/20259,049 8,816 9,228 
Divisions Holding Corporation+#(2)(3)Business ServicesLIBOR4.75%5.50%5/27/202824,938 24,706 24,953 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesLIBOR4.75%5.75%9/30/202318,495 18,442 18,237 
Eliassen Group, LLC+(2)(3)Business ServicesLIBOR4.50%4.60%11/5/202415,159 15,103 15,152 
EPS Nass Parent, Inc.^+(2)(3)(6)Utilities: ElectricLIBOR5.75%6.75%4/19/202832,846 32,169 32,507 
EvolveIP, LLC^+(2)(3)(6)TelecommunicationsLIBOR5.50%6.50%6/7/202540,196 40,126 39,973 
Exactech, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%4.75%2/14/202521,307 21,221 21,073 
Excel Fitness Holdings, Inc.+#(2)(3)Hotel, Gaming & LeisureLIBOR5.25%6.25%10/7/202524,500 24,336 24,500 
Frontline Technologies Holdings, LLC+(2)(3)SoftwareLIBOR5.25%6.25%9/18/202314,736 14,269 14,736 
GSM Acquisition Corp.^+(2)(3)(6)Hotel, Gaming & LeisureLIBOR5.00%6.00%11/16/202625,623 25,331 25,396 
Heartland Home Services, Inc+(2)(3)(6)Consumer ServicesLIBOR6.00%7.00%12/15/202617,664 17,664 17,735 
HMT Holding Inc.^+(2)(3)(6)Energy: Oil & GasLIBOR5.75%6.75%11/17/202332,484 32,245 31,086 
Integrity Marketing Acquisition, LLC^+(2)(3)(6)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%8/27/202532,853 32,309 32,403 
Jensen Hughes, Inc.+(2)(3)(6)Utilities: ElectricLIBOR4.50%5.50%3/22/202434,392 34,347 33,395 
K2 Insurance Services, LLC+(2)(3)(6)Banking, Finance, Insurance & Real EstateLIBOR5.00%6.00%7/1/202612,929 12,929 12,906 
KAMC Holdings, Inc.+#(2)(3)Energy: ElectricityLIBOR4.00%4.18%8/14/202613,685 13,638 11,450 
KBP Investments, LLC+(2)(3)(6)Beverage, Food & TobaccoLIBOR5.00%5.75%5/25/202736,973 36,599 36,570 
59


Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Odyssey Logistics & Technology Corp.+#(2)(3)Transportation: CargoLIBOR4.00%5.00%10/12/2024$9,605 $9,580 $9,509 
Output Services Group^+(2)(3)Media: Advertising, Printing & PublishingLIBOR4.50%5.50%3/27/202419,222 19,194 16,467 
Premise Health Holding Corp.+#(2)(3)Healthcare & PharmaceuticalsLIBOR3.50%3.72%7/10/202513,445 13,409 13,419 
Q Holding Company+#(2)(3)AutomotiveLIBOR5.00%6.00%12/31/202321,515 21,421 21,098 
QW Holding Corporation^+(2)(3)(6)Environmental IndustriesLIBOR6.25%7.25%8/31/202414,116 13,887 13,645 
Radiology Partners, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR4.25%4.36%7/9/202527,686 27,603 27,245 
RevSpring Inc.+#(2)(3)Media: Advertising, Printing & PublishingLIBOR4.25%4.47%10/11/202529,149 29,001 29,067 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassLIBOR5.50%6.25%12/30/202614,850 14,720 14,850 
Turbo Buyer, Inc.+(2)(3)(6)AutomotiveLIBOR6.00%7.00%12/2/202513,960 13,960 13,661 
U.S. TelePacific Holdings Corp.+(2)(3)TelecommunicationsLIBOR5.50%6.50%5/2/20236,660 6,643 4,995 
USALCO, LLC+(2)(3)Chemicals, Plastics & RubberLIBOR6.00%7.00%10/19/202714,995 14,704 14,704 
VRC Companies, LLC^+(2)(3)(6)Business ServicesLIBOR5.50%6.25%6/29/202726,520 26,103 26,162 
Welocalize, Inc.+(2)(3)(6)Business ServicesLIBOR4.75%5.75%12/23/202434,201 33,868 33,444 
WRE Holding Corp.^+(2)(3)(6)Environmental IndustriesSOFR5.50%6.50%1/3/20258,740 8,724 8,584 
Yellowstone Buyer Acquisition, LLC+(2)(3)Consumer Goods: DurableLIBOR5.75%6.75%9/13/202739,900 39,135 39,095 
First Lien Debt Total$934,728 $926,959 
Equity Investments (0.0% of fair value)
DBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^Transportation: Cargo13,996 5,364 — 
Equity Investments Total$5,364 $— 
Total Investments$940,092 $926,959 
^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the “Credit Fund Facility”). Accordingly, such assets are not available to creditors of Credit Fund Sub or Credit Fund Warehouse II.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the “Credit Fund Warehouse II 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%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these consolidated financial statements.
60


(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 commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$7,350 $— 
Analogic CorporationRevolver0.50 847 (9)
Chartis Holding, LLCRevolver0.50 2,183 — 
Chemical Computing Group ULC (Canada)Revolver0.50 873 (4)
Chudy Group, LLCDelayed Draw1.00 5,517 88 
Chudy Group, LLCRevolver0.50 1,379 22 
Diligent CorporationDelayed Draw1.00 1,653 26 
Diligent CorporationRevolver0.50 703 11 
EPS Nass Parent, Inc.Delayed Draw1.00 3,136 (29)
EPS Nass Parent, Inc.Revolver0.50 941 (9)
EvolveIP, LLCRevolver0.50 3,360 (17)
GSM Acquisition Corp.Delayed Draw1.00 4,313 (33)
Heartland Home Services, IncRevolver0.50 746 
HMT Holding Inc.Revolver0.50 6,173 (223)
Integrity Marketing Acquisition, LLCDelayed Draw— 7,000 (71)
Integrity Marketing Acquisition, LLCDelayed Draw1.00 4,453 (45)
Jensen Hughes, Inc.Revolver0.50 2,000 (55)
K2 Insurance Services, LLCRevolver0.50 1,170 (2)
KBP Investments, LLCDelayed Draw1.00 503 (5)
KBP Investments, LLCDelayed Draw1.00 2,415 (24)
QW Holding CorporationDelayed Draw1.00 9,338 (162)
QW Holding CorporationRevolver0.50 3,794 (66)
Turbo Buyer, Inc.Revolver0.50 933 (19)
VRC Companies, LLCDelayed Draw0.75 2,521 (30)
VRC Companies, LLCRevolver0.50 833 (10)
Welocalize, Inc.Revolver0.50 3,375 (64)
Welocalize, Inc.Revolver0.50 2,250 (43)
WRE Holding Corp.Revolver0.50 624 (10)
Total unfunded commitments$80,383 $(780)
Debt
The Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. As of September 30, 2022 and December 31, 2021, Credit Fund, Credit Fund Sub and Credit Fund Warehouse II were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the three month and nine month periods ended September 30, 2022 and 2021, and the outstanding balances under the credit facilities for the respective periods.
Credit Fund
Facility
Credit Fund Sub
Facility
Credit Fund Warehouse II Facility
202220212022202120222021
Three Month Periods Ended September 30,
Outstanding Borrowing, beginning of period$— $— $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 
61


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
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 bore interest at the three-month LIBOR plus 1.50%;
$48,000 of Aa2/AA Class A-2 Notes, which bore interest at the three-month LIBOR plus 2.40%;
$23,000 of A2/A Class B Notes, which bore interest at the three-month LIBOR plus 3.45%;
$27,000 of Baa2/BBB- Class C Notes which bore interest at the three-month LIBOR plus 4.55%; and
$21,000 of Ba2/BB- Class D Notes which bore interest at the three-month LIBOR plus 8.03%.
The 2019-2 Notes were scheduled to mature on April 15, 2029. Credit Fund received 100% of the preferred interests issued by the 2019-2 Issuer (the “2019-2 Issuer Preferred Interests”) on the closing date of the 2019-2 Debt Securitization in exchange for Credit Fund’s contribution to the 2019-2 Issuer of the initial closing date loan portfolio. The 2019-2 Issuer Preferred Interests did not bear interest and had a nominal value of $48,300 at closing.
The 2019-2 Notes were fully redeemed during the year ended December 31, 2021. As of the redemption date, 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.
62


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).
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 and through September 30, 2023 and December 31, 2022, the Company and Credit Partners each made capital contributions of $1 in members’ equity and $216,000 in subordinated loans to Credit Fund. On May 25, 2021, the Company and Credit Partners 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, 2023 and December 31, 2022.
As of
September 30, 2023December 31, 2022
 (unaudited) 
Selected Consolidated Balance Sheet Information:
ASSETS
Investments, at fair value (amortized cost of $809,730 and $953,467, respectively)$755,949 $902,720 
Cash, cash equivalents and restricted cash(1)
31,011 28,030 
Other assets7,914 9,681 
Total assets$794,874 $940,431 
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings$441,221 $588,621 
Other liabilities31,950 19,940 
Subordinated loans and members’ equity(2)
321,703 331,870 
Total liabilities and members’ equity$794,874 $940,431 
(1)As of September 30, 2023 and December 31, 2022, $14,374 and $14,393, respectively, of Credit Fund's cash and cash equivalents was restricted.
(2)As of September 30, 2023 and December 31, 2022, the fair value of Company's ownership interest in the subordinated loans and members’ equity was $184,527 and $190,065, respectively.

53


Three months ended September 30,Nine months ended September 30,
 2023202220232022
 (unaudited)(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$22,753 $18,563 $68,198 $48,049 
Expenses
Interest and credit facility expenses10,491 6,858 31,203 15,983 
Other expenses434 410 1,435 1,507 
Total expenses10,925 7,268 32,638 17,490 
Net investment income (loss)11,828 11,295 35,560 30,559 
Net realized gain (loss) on investments16 (189)(9,693)(189)
Net change in unrealized appreciation (depreciation) on investments1,448 (4,757)(3,034)(31,795)
Net increase (decrease) resulting from operations$13,292 $6,349 $22,833 $(1,425)
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, 2023 and December 31, 2022:
As of
September 30, 2023December 31, 2022
Senior secured loans(1)
$816,447 $955,605 
Number of portfolio companies in Credit Fund38 45 
Average amount per portfolio company(1)
$21,485 $21,236 
Number of loans on non-accrual status— 
Fair value of loans on non-accrual status$13,591 $— 
Percentage of portfolio at floating interest rates(2)(3)
100.0 %100.0 %
Fair value of loans with PIK provisions$35,272 $49,950 
Percentage of portfolio with PIK provisions(3)
4.7 %5.5 %
(1)At par/principal amount.
(2)Floating rate debt investments are generally subject to interest rate floors.
(3)Percentages based on fair value.
54


Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
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)(9)Aerospace & DefenseSOFR4.50%9.89%3/31/2028$38,385 $37,966 $38,005 
Alpine Acquisition Corp II+(2)(3)(6)(2)(3)(6)Transportation: CargoSOFR6.00%11.47%11/30/20269,925 9,528 9,463 
API Technologies Corp.+(2)(6)(7)Aerospace & DefenseSOFR4.25%11.75%5/9/202614,400 14,366 8,878 
Avalign Technologies, Inc.+(2)(6)Healthcare & PharmaceuticalsSOFR4.50%9.92%12/22/202514,182 14,131 13,119 
BMS Holdings III Corp.+(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/202611,046 10,979 10,744 
Bradyifs Holdings, LLC+(2)(3)(6)WholesaleSOFR6.25%11.68%11/22/20255,966 5,852 5,948 
Chartis Holding, LLC^+(2)(3)(6)(9)Business ServicesSOFR5.00%10.52%5/1/20257,311 7,311 7,290 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)(9)SoftwareSOFR4.50%9.92%8/30/202411,523 11,423 11,465 
Diligent Corporation^+(2)(3)(6)(9)TelecommunicationsSOFR6.25%11.77%8/4/20259,883 9,756 9,745 
Divisions Holding Corporation+(2)(3)(6)Business ServicesSOFR4.75%10.18%5/27/202814,080 13,979 13,999 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%10.12%4/26/202929,700 29,201 28,802 
Eliassen Group, LLC+(2)(3)Business ServicesSOFR5.50%10.84%4/14/202819,230 19,029 19,153 
EPS Nass Parent, Inc.^+(2)(3)(6)(9)Utilities: ElectricSOFR5.75%11.29%4/19/202834,608 34,115 33,934 
EvolveIP, LLC^+(2)(3)(6)TelecommunicationsSOFR5.50%11.22%6/7/202542,720 42,698 41,746 
Exactech, Inc.+(2)(3)(6)Healthcare & PharmaceuticalsSOFR3.75%9.17%2/14/202520,912 20,873 8,365 
GSM Acquisition Corp.+(2)(3)(6)Leisure Products & ServicesSOFR5.00%10.51%11/16/202630,734 30,528 30,217 
Heartland Home Services, Inc.+(2)(3)(6)Consumer ServicesSOFR5.75%11.07%12/15/20267,187 7,117 7,041 
Heartland Home Services, Inc.+(2)(3)(6)(9)Consumer ServicesSOFR6.00%11.32%12/15/202624,070 24,004 23,730 
HMT Holding Inc.^+(2)(3)(6)(9)Energy: Oil & GasSOFR6.00%11.57%11/17/202534,718 34,616 33,740 
Integrity Marketing Acquisition, LLC+(2)(3)(6)Diversified Financial ServicesSOFR6.05%11.57%8/27/202636,664 36,427 36,246 
Integrity Marketing Acquisition, LLC^+(2)(3)(6)Diversified Financial ServicesSOFR6.02%11.54%8/27/20266,897 6,841 6,813 
Jensen Hughes, Inc.^+(2)(3)(6)(9)Utilities: ElectricSOFR5.75%11.22%3/22/202533,773 33,763 33,534 
KAMC Holdings, Inc.+(2)(6)Energy: ElectricitySOFR4.00%9.72%8/14/202613,440 13,410 11,894 
KBP Investments, LLC+(2)(3)(9)Beverage & FoodSOFR5.50%, 1.00% PIK12.02%5/25/202737,418 37,259 35,272 
North Haven Fairway Buyer, LLC+(2)(3)Consumer ServicesSOFR6.50%11.88%5/17/20286,717 6,562 6,574 
Output Services Group+(2)(3)(7)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK10.82%6/27/202619,360 19,218 3,291 
PF Atlantic Holdco 2, LLC+(2)(3)(6)Leisure Products & ServicesSOFR5.50%11.06%11/12/202715,279 15,081 15,247 
Premise Health Holding Corp.+(2)(6)Healthcare & PharmaceuticalsSOFR3.75%9.15%7/10/202513,202 13,183 12,839 
Radiology Partners, Inc.+(2)(6)Healthcare & PharmaceuticalsSOFR4.25%10.18%7/9/202527,627 27,583 20,652 
RevSpring Inc.+(2)(6)Media: Advertising, Printing & PublishingSOFR4.00%9.65%10/11/202528,623 28,540 28,051 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassSOFR5.50%10.92%12/30/202614,589 14,499 14,491 
Summit Acquisition, Inc.+(2)(3)Diversified Financial ServicesSOFR6.75%12.14%5/1/20305,955 5,782 5,899 
Tank Holding Corp.+(2)(3)(6)Capital EquipmentSOFR5.75%11.17%3/31/202819,799 19,324 19,207 
55


Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Turbo Buyer, Inc.+(2)(3)(8)(9)AutomotiveSOFR6.00%11.42%12/2/2025$33,987 $33,828 $33,565 
U.S. TelePacific Holdings Corp.^(2)(3)(6)(7)TelecommunicationsSOFR1.25%, 6.00% PIK12.56%5/2/20263,743 3,338 1,422 
USALCO, LLC+(2)(3)(6)Chemicals, Plastics & RubberSOFR6.00%11.43%10/19/202714,733 14,518 14,733 
VRC Companies, LLC^+(2)(3)(9)Business ServicesSOFR5.50%11.13%6/29/202723,561 23,313 23,361 
Welocalize, Inc.^+(2)(3)(6)(9)Business ServicesSOFR4.75%10.24%12/23/202433,211 33,064 31,722 
WRE Holding Corp.^+(2)(3)(6)(9)Environmental IndustriesSOFR5.00%10.29%1/3/20258,089 8,086 8,033 
Yellowstone Buyer Acquisition, LLC+(2)(3)(6)Consumer Goods: DurableSOFR5.75%11.20%9/13/202739,200 38,639 37,719 
First Lien Debt Total$809,730 $755,949 
Total Investments$809,730 $755,949 

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

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2023, the geographical composition of investments as a percentage of fair value was 1.5% in Canada and 98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either 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, 2023. As of September 30, 2023, the reference rates for Credit Fund’s variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.40%, and the 180-day SOFR at 5.47%.
(3)Loan includes interest rate floor feature, which generally ranges from 0.75% to 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited consolidated financial statements.
(6)Loans include a credit spread adjustment that ranges from 0.10% to 0.43%.
(7)Loan was on non-accrual status as of September 30, 2023.
(8)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
(9)As of September 30, 2023, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$2,835 $(26)
Chartis Holding, LLCRevolver0.50 1,711 (4)
Chemical Computing Group ULC (Canada)Revolver0.50 873 (4)
Diligent CorporationRevolver0.50 415 (6)
EPS Nass Parent, Inc.Revolver0.50 359 (7)
Heartland Home Services, Inc.Revolver0.50 772 (11)
HMT Holding Inc.Revolver0.50 3,351 (86)
Jensen Hughes, Inc.Revolver0.50 2,000 (13)
KBP Investments, LLCDelayed Draw1.00 565 (32)
Turbo Buyer, Inc.Revolver0.50 933 (11)
VRC Companies, LLCRevolver0.50 833 (7)
Welocalize, Inc.Revolver0.50 5,063 (197)
WRE Holding Corp.Revolver0.50 1,123 (7)
Total unfunded commitments$20,833 $(411)
56




Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC^+(2)(3)(7)Aerospace & DefenseLIBOR4.50%9.22%3/31/2028$36,965 $36,488 $36,015 
Acrisure, LLC+#(2)Diversified Financial ServicesLIBOR3.50%7.88%2/13/202725,118 25,099 23,485 
Alpine Acquisition Corp II+(2)(3)(6)Transportation: CargoSOFR5.50%9.76%11/30/202610,000 9,527 9,630 
Analogic Corporation^+(2)(3)(7)Capital EquipmentLIBOR5.25%9.67%6/22/202420,226 20,217 19,725 
Anchor Packaging, Inc.+#(2)Containers, Packaging & GlassLIBOR4.00%8.38%7/18/202622,221 22,157 21,360 
API Technologies Corp.+#(2)Aerospace & DefenseLIBOR4.25%8.98%5/9/202614,475 14,436 13,127 
Aptean, Inc.+#(2)(6)SoftwareSOFR4.25%8.98%4/23/202612,031 11,997 11,475 
Avalign Technologies, Inc.+#(2)(6)Healthcare & PharmaceuticalsSOFR4.50%9.03%12/22/202514,294 14,227 13,382 
BMS Holdings III Corp.+(2)(3)Construction & BuildingLIBOR5.50%10.23%9/30/202611,131 11,049 10,931 
Chartis Holding, LLC+(2)(3)(7)Business ServicesLIBOR5.00%9.77%5/1/20256,893 6,893 6,832 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)
(7)
SoftwareSOFR4.50%8.57%8/30/202413,769 13,559 13,564 
Diligent Corporation^+(2)(3)(7)TelecommunicationsLIBOR6.25%10.63%8/4/20259,880 9,706 9,449 
Divisions Holding Corporation+#(2)(3)Business ServicesLIBOR4.75%9.13%5/27/202824,688 24,488 24,009 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%8.84%4/26/202929,925 29,373 27,363 
Eliassen Group, LLC+(2)(3)Business ServicesSOFR5.50%10.07%4/14/202819,375 19,148 19,150 
EPS Nass Parent, Inc.^+(2)(3)(7)Utilities: ElectricLIBOR5.75%10.48%4/19/202834,104 33,524 32,432 
EvolveIP, LLC^+(2)(3)(6)
(7)
TelecommunicationsSOFR5.50%10.09%6/7/202540,392 40,361 39,633 
Exactech, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%8.13%2/14/202521,081 21,022 17,002 
GSM Acquisition Corp.^+(2)(3)(6)Leisure Products & ServicesSOFR5.00%9.83%11/16/202630,958 30,709 29,636 
Heartland Home Services, Inc.+(2)(3)Consumer ServicesLIBOR5.75%10.10%12/15/20267,242 7,158 7,114 
Heartland Home Services, Inc.+(2)(3)(7)Consumer ServicesLIBOR6.00%10.38%12/15/202624,255 24,176 24,014 
Higginbotham Insurance Agency, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.25%9.63%11/25/20264,477 4,418 4,377 
HMT Holding Inc.^+(2)(3)(6)
(7)
Energy: Oil & GasSOFR5.75%10.15%11/17/202532,148 32,013 30,654 
Integrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR6.05%10.57%8/27/202536,943 36,622 35,614 
Integrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%8/27/20256,949 6,873 6,699 
Jensen Hughes, Inc.+(2)(3)(7)Utilities: ElectricLIBOR4.50%9.43%3/22/202434,584 34,559 33,323 
K2 Insurance Services, LLC+(2)(3)(7)Diversified Financial ServicesLIBOR5.00%9.73%7/1/202612,799 12,799 12,665 
KAMC Holdings, Inc.+#(2)Energy: ElectricityLIBOR4.00%8.73%8/14/202613,545 13,507 10,881 
KBP Investments, LLC+(2)(3)(7)Beverage & FoodSOFR5.50%, 0.50% PIK10.53%5/25/202737,241 37,055 34,326 
Odyssey Logistics & Technology Corp.+#(2)(3)Transportation: CargoLIBOR4.00%8.38%10/12/20249,505 9,489 9,277 
Output Services Group^+(2)(3)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK11.30%6/27/202619,190 19,169 13,097 
PF Atlantic Holdco 2, LLC+(2)(3)Leisure Products & ServicesLIBOR5.50%10.25%11/12/202715,396 15,168 15,126 
Premise Health Holding Corp.+#(2)Healthcare & PharmaceuticalsLIBOR3.75%7.92%7/10/202513,306 13,280 13,199 
57


Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
QW Holding Corporation^+(2)(3)(7)Environmental IndustriesLIBOR5.50%9.64%8/31/2026$21,574 $21,437 $21,105 
Radiology Partners, Inc.+#(2)Healthcare & PharmaceuticalsLIBOR4.25%8.64%7/9/202527,686 27,625 23,201 
RevSpring Inc.+#(2)Media: Advertising, Printing & PublishingLIBOR4.00%8.73%10/11/202528,848 28,737 27,719 
Riveron Acquisition Holdings, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/202511,284 11,284 11,284 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassLIBOR5.50%9.88%12/30/202614,700 14,593 14,604 
Tank Holding Corp.+(2)(3)(6)Capital EquipmentSOFR5.75%10.16%3/31/202819,950 19,410 19,421 
Turbo Buyer, Inc.+(2)(3)(7)AutomotiveLIBOR6.00%11.13%12/2/202534,251 34,044 33,625 
U.S. TelePacific Holdings Corp.+(2)(3)(6)TelecommunicationsSOFR1.00%, 7.25% PIK11.57%5/2/20267,086 7,073 2,527 
USALCO, LLC+(2)(3)Chemicals, Plastics & RubberLIBOR6.00%10.73%10/19/202714,845 14,598 14,118 
VRC Companies, LLC^+(2)(3)(7)Business ServicesLIBOR5.50%10.59%6/29/202728,767 28,418 28,059 
Welocalize, Inc.+(2)(3)(7)Business ServicesLIBOR4.75%9.13%12/23/202433,853 33,615 32,677 
WRE Holding Corp.^+(2)(3)(6)
(7)
Environmental IndustriesSOFR5.00%9.84%1/3/20258,155 8,152 7,892 
Yellowstone Buyer Acquisition, LLC+(2)(3)Consumer Goods: DurableLIBOR5.75%10.07%9/13/202739,500 38,851 37,922 
First Lien Debt Total$948,103 $902,720 
Equity Investments (0.0% of fair value)
DBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^Transportation: Cargo13,996 5,364 — 
Equity Investments Total$5,364 $— 
Total Investments$953,467 $902,720 
^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the “Credit Fund Facility”). Accordingly, such assets are not available to creditors of Credit Fund Sub.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 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 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, 2022. As of December 31, 2022, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 4.39%, the 90-day LIBOR at 4.77%, the 180-day LIBOR at 5.14%, the 30-day SOFR at 4.36%, and the 90-day SOFR at 4.59%.
(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 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 unaudited consolidated financial statements.
(6)Loans include a credit spread adjustment that ranges from 0.10% to 0.26%.
(7)As of December 31, 2022, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
58


First Lien Debt—unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$4,515 $(103)
Analogic CorporationRevolver0.50 226 (6)
Chartis Holding, LLCRevolver0.50 2,183 (15)
Chemical Computing Group ULC (Canada)Revolver0.50 873 (12)
Diligent CorporationRevolver0.50 492 (20)
EPS Nass Parent, Inc.Delayed Draw1.00 1,380 (63)
EPS Nass Parent, Inc.Revolver0.50 1,111 (51)
EvolveIP, LLCRevolver0.50 2,757 (49)
Heartland Home Services, Inc.Revolver0.50 771 (7)
HMT Holding Inc.Revolver0.50 6,173 (241)
Jensen Hughes, Inc.Revolver0.50 1,455 (51)
K2 Insurance Services, LLCRevolver0.50 1,170 (11)
KBP Investments, LLCDelayed Draw1.00 565 (44)
QW Holding CorporationRevolver0.50 5,498 (95)
Turbo Buyer, Inc.Revolver0.50 933 (17)
VRC Companies, LLCRevolver0.50 833 (20)
Welocalize, Inc.Revolver0.50 5,625 (168)
WRE Holding Corp.Revolver0.50 1,123 (32)
Total unfunded commitments$37,683 $(1,005)
Debt
The Credit Fund and Credit Fund Sub are party to separate credit facilities as described below. Until its termination on June 28, 2022, Credit Fund Warehouse II was party to the Credit Fund Warehouse II Facility, as described below. As of September 30, 2023 and December 31, 2022, Credit Fund and Credit Fund Sub were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the three and nine months ended September 30, 2023 and 2022, and the outstanding balances under the credit facilities for the respective periods.
Credit Fund
Facility
Credit Fund Sub
Facility
Credit Fund Warehouse II Facility
202320222023202220232022
Three Months Ended September 30,
Outstanding Borrowing, beginning of period$— $— $499,221 $532,621 $— $— 
Borrowings— — — 51,000 — — 
Repayments— — (58,000)(12,000)— — 
Outstanding Borrowing, end of period$— $— $441,221 $571,621 $— $— 
Nine Months Ended September 30,
Outstanding Borrowing, beginning of period$— $— $588,621 $514,621 $— $86,030 
Borrowings— — 14,000 138,000 — — 
Repayments— — (161,400)(81,000)— (86,030)
Outstanding Borrowing, end of period$— $— $441,221 $571,621 $— $— 
Credit Fund Facility. On June 24, 2016, Credit Fund closed on the Credit Fund Facility, 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, May 19, 2022, and May 21, 2023 pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $100,000 ($175,000 prior to the May 21, 2023 amendment), subject to availability under the Credit Fund Facility, which is based on certain advance rates multiplied by the value of Credit Fund’s portfolio investments net of certain other indebtedness that Credit Fund may incur in accordance with the terms of the Credit Fund Facility. Proceeds of the Credit Fund Facility may be used for general corporate purposes, including the funding of portfolio investments. Amounts drawn under the Credit Fund Facility bear interest at the greater of zero and SOFR (LIBOR prior to the May 21, 2023 amendment) plus an applicable spread of 9.00% and such interest payments are made quarterly. The availability period under the Credit Fund Facility will terminate on May 21, 2025, (May 21, 2023 prior to the May 21, 2023 amendment), which is also its maturity date upon which Credit Fund is obligated to repay any outstanding borrowings.
59


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, May 3, 2022, April 20, 2023, and August 28, 2023. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000 (the borrowing base as calculated pursuant to the terms of the Credit Fund Sub Facility). The aggregate maximum credit commitment can be increased up to an amount not to exceed $1,400,000, subject to certain restrictions and conditions set forth in the Credit Fund Sub Facility, including adequate collateral to support such borrowings. The Credit Fund Sub Facility has a revolving period through May 23, 2025, (May 23, 2023 prior to the April 20, 2023 amendment) and a maturity date of May 23, 2026, (May 23, 2025 prior to the April 20, 2023 amendment), which may be extended by mutual agreement of the parties to the Credit Fund Sub Facility. Borrowings under the Credit Fund Sub Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or SOFR plus 2.70% (2.35% prior to the April 20, 2023 amendment). The Credit Fund Sub is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the usage of the Credit Fund Sub Facility. Payments under the Credit Fund Sub Facility are made quarterly. Subject to certain exceptions, the Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Sub.
Credit Fund Warehouse II Facility. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the “Credit Fund Warehouse II Facility”) with lenders. The Credit Fund Warehouse II Facility provided for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility was secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse II Facility. The maturity date of the Credit Fund Warehouse II Facility was August 16, 2022 and Credit Fund Warehouse II repaid all outstanding amounts on June 28, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility during the first 12 months bore interest at a rate of LIBOR plus 1.05%, and amounts borrowed in the second 12 months bore interest at LIBOR plus 1.15%. Other amounts borrowed under the Credit Fund Warehouse II Facility bore interest at a rate of LIBOR plus 1.50%.
6. MIDDLE MARKET CREDIT FUND II, LLC
Overview
On November 3, 2020, the Company and CCLF entered into a limited liability company agreement to co-manage Credit Fund II, a Delaware limited liability company that is not consolidated in the Company's consolidated financial statements. Credit Fund II primarily invests in senior secured loans of middle market companies. Credit Fund II is managed by a four-member board, on which the Company and CCLF have equal representation. Establishing a quorum for Credit Fund II's board requires at least one of the Company's representatives and one of CCLF's representatives. The Company and CCLF have 84.13% and 15.87% economic ownership of Credit Fund II, respectively. By virtue of its membership interest, each of the Company and CCLF indirectly bears an allocable share of all expenses and other obligations of Credit Fund II.
Credit Fund II's initial portfolio consisted of 45 senior secured loans of middle market companies with an aggregate principal balance of approximately $250 million. Credit Fund II's initial portfolio was funded on November 3, 2020 with existing senior secured debt investments contributed by the Company and as part of the transaction, the Company determined that the contribution met the requirements under ASC 860, Transfers and Servicing.
Credit Fund II is expected to make only limited new investments in senior secured loans of middle market companies. Portfolio and investment decisions with respect to Credit Fund II must be unanimously approved by a quorum of Credit Fund II’s board members consisting of at least one of the Company's representatives and one of CCLF's representatives. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund II, the Company does not believe that it has control over Credit Fund II (other than for purposes of the Investment Company Act).
Middle Market Credit Fund II SPV, LLC (“Credit Fund II Sub”), a Delaware limited liability company, was formed on September 4, 2020. Credit Fund II Sub is a wholly owned subsidiary of Credit Fund II and is consolidated in Credit Fund II’s consolidated financial statements commencing from the date of its formation. Credit Fund II Sub primarily holds investments in first lien loans of middle market companies, which are pledged as security for the Credit Fund II Senior Notes. Refer to “Credit Fund II Senior Notes” in this Note 6 for discussions regarding the notes issued by Credit Fund II Sub.
Credit Fund II, the Company and CCLF entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund II (in such capacity, the “Credit Fund II Administrative Agent”), pursuant to which the Credit Fund II Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund II with the approval of the board of
60


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.
Selected Financial Data
Since inception of Credit Fund II and through September 30, 2022,2023, 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, 20222023 and December 31, 2021.2022.
As ofAs of
September 30, 2022December 31, 2021September 30, 2023December 31, 2022
Selected Consolidated Balance Sheet Information:Selected Consolidated Balance Sheet Information:
ASSETSASSETSASSETS
Investments, at fair value (amortized cost of $241,485 and $238,615, respectively)$238,651 $239,289 
Investments, at fair value (amortized cost of $245,252 and $250,134, respectively)Investments, at fair value (amortized cost of $245,252 and $250,134, respectively)$231,904 $244,739 
Cash and cash equivalents(1)
Cash and cash equivalents(1)
10,514 10,092 
Cash and cash equivalents(1)
12,295 2,078 
Other assetsOther assets4,125 5,606 Other assets2,518 5,825 
Total assetsTotal assets$253,290 $254,987 Total assets$246,717 $252,642 
LIABILITIES AND MEMBERS’ EQUITYLIABILITIES AND MEMBERS’ EQUITYLIABILITIES AND MEMBERS’ EQUITY
Notes payable, net of unamortized debt issuance costs of $746 and $802, respectively$156,754 $156,698 
Notes payable, net of unamortized debt issuance costs of $710 and $783, respectivelyNotes payable, net of unamortized debt issuance costs of $710 and $783, respectively$156,790 $156,717 
Other liabilitiesOther liabilities7,350 5,557 Other liabilities10,425 9,212 
Total members' equity (2)
Total members' equity (2)
89,186 92,732 
Total members' equity(2)
79,502 86,713 
Total liabilities and members’ equityTotal liabilities and members’ equity$253,290 $254,987 Total liabilities and members’ equity$246,717 $252,642 
(1)As of September 30, 20222023 and December 31, 2021,2022, all of Credit Fund II's cash and cash equivalents was restricted.
63


(2)As of September 30, 20222023 and December 31, 2021,2022, the fair value of Company's ownership interest in the members' equity was $74,997$66,888 and $77,958,$72,957, respectively.
For the three month period endedFor the nine month period endedThree months ended September 30,Nine months ended September 30,
September 30, 2022September 30, 2021September 30, 2022September 30, 2021 2023202220232022
(unaudited)(unaudited) (unaudited)(unaudited)
Selected Consolidated Statement of Operations Information:Selected Consolidated Statement of Operations Information:Selected Consolidated Statement of Operations Information:
Total investment incomeTotal investment income5,183 $4,838 14,263 $14,205 Total investment income$7,123 $5,183 $20,663 $14,263 
ExpensesExpensesExpenses
Interest and credit facility expensesInterest and credit facility expenses2,076 1,190 4,756 3,588 Interest and credit facility expenses3,300 2,076 9,383 4,756 
Other expensesOther expenses199 177 545 558 Other expenses241 199 708 545 
Total expensesTotal expenses2,275 1,367 5,301 4,146 Total expenses3,541 2,275 10,091 5,301 
Net investment income (loss)Net investment income (loss)2,908 3,471 8,962 10,059 Net investment income (loss)3,582 2,908 10,572 8,962 
Net realized gain (loss) on investmentsNet realized gain (loss) on investments69 — 69 — 
Net change in unrealized appreciation (depreciation) on investmentsNet change in unrealized appreciation (depreciation) on investments(908)(850)(3,508)(138)Net change in unrealized appreciation (depreciation) on investments(342)(908)(7,953)(3,508)
Net increase (decrease) resulting from operationsNet increase (decrease) resulting from operations2,000 $2,621 5,454 $9,921 Net increase (decrease) resulting from operations$3,309 $2,000 $2,688 $5,454 

61


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, 20222023 and December 31, 2021:2022:
As of
 September 30, 2022December 31, 2021
Senior secured loans (1)
$244,688 $240,878 
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)
9.68 %7.24 %
Number of portfolio companies in Credit Fund II34 36 
Average amount per portfolio company (1)
$7,197 $6,691 
Percentage of portfolio at floating interest rates (3) (4)
97.8 %97.7 %
Percentage of portfolio at fixed interest rates (4)
2.2 %2.3 %
Fair value of loans with PIK provisions$11,894 $17,453 
Percentage of portfolio with PIK provisions (4)
5.0 %7.3 %
As of
 September 30, 2023December 31, 2022
Senior secured loans(1)
$249,300 $253,310 
Number of portfolio companies in Credit Fund II35 35 
Average amount per portfolio company(1)
$7,123 $7,237 
Number of loans on non-accrual status— 
Fair value of loans on non-accrual status$— $— 
Percentage of portfolio at floating interest rates(2)(3)
97.9 %97.9 %
Percentage of portfolio at fixed interest rates(3)
2.1 %2.1 %
Fair value of loans with PIK provisions$2,663 $10,787 
Percentage of portfolio with PIK provisions(3)
1.1 %4.4 %
(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 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)(3)Percentages based on fair value.
6462




Consolidated Schedule of Investments as of September 30, 2022
Consolidated Schedule of Investments as of September 30, 2023Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (89.5% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassLIBOR5.00%8.58%12/19/2025$9,870 $9,858 $9,833 
First Lien Debt (89.4% of fair value)First Lien Debt (89.4% of fair value)
Alpine Acquisition Corp IIAlpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR5.50%8.42%11/30/20263,300 3,190 3,181 Alpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR6.00%11.47%11/30/2026$3,242 $3,132 $3,091 
American Physician Partners, LLCAmerican Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR6.75%, 3.50% PIK13.39%10/21/20228,968 8,968 8,939 American Physician Partners, LLC^(2)(3)(7)(8)(9)Healthcare & PharmaceuticalsSOFR10.25% (100% PIK)15.65%8/5/202210,181 9,078 — 
Appriss Health, LLCAppriss Health, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR7.25%9.93%5/6/20277,512 7,379 7,338 Appriss Health, LLC^(2)(3)(7)Healthcare & PharmaceuticalsSOFR6.75%12.23%5/6/20277,465 7,356 7,400 
Apptio, Inc.^(2)(3)SoftwareLIBOR6.00%8.46%1/10/20255,357 5,309 5,357 
Ascend Buyer, LLCAscend Buyer, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR6.40%11.94%9/30/20289,008 8,871 8,882 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareLIBOR6.00%8.78%12/24/20264,322 4,250 4,065 Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)(7)SoftwareSOFR6.00%11.58%12/24/20264,289 4,232 4,109 
BMS Holdings III Corp.BMS Holdings III Corp.^(2)(3)Construction & BuildingLIBOR5.50%9.17%9/30/20263,250 3,199 3,204 BMS Holdings III Corp.^(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/20263,216 3,177 3,128 
Chartis Holding, LLCChartis Holding, LLC^(2)(3)Business ServicesLIBOR5.25%6.38%5/1/20259,848 9,835 9,796 Chartis Holding, LLC^(2)(3)(7)Business ServicesSOFR5.00%10.52%5/1/20259,746 9,738 9,723 
Comar Holding Company, LLCComar Holding Company, LLC^(2)(3)Containers, Packaging & GlassLIBOR5.75%9.39%6/18/20248,642 8,588 8,269 Comar Holding Company, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR5.75%11.31%6/18/20248,575 8,551 7,330 
Cority Software Inc. (Canada)Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.50%7.78%7/2/20268,646 8,543 8,569 Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.00%10.25%7/2/20268,557 8,479 8,527 
Cority Software Inc. (Canada)Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR7.00%12.25%7/2/20261,297 1,294 1,295 
Dwyer Instruments, Inc.Dwyer Instruments, Inc.^(2)(3)Capital EquipmentLIBOR6.00%9.38%7/21/20279,939 9,885 9,797 Dwyer Instruments, Inc.^(2)(3)(7)Capital EquipmentSOFR5.75%11.22%7/21/20279,839 9,795 9,845 
EvolveIP, LLCEvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%9.20%6/7/20258,643 8,639 8,508 EvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%11.22%6/7/20258,527 8,524 8,333 
Harbour Benefit Holdings, Inc.Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesLIBOR5.25%8.79%12/13/20249,926 9,903 9,891 Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesSOFR5.00%10.53%12/13/20249,740 9,727 9,668 
Hoosier Intermediate, LLCHoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR5.50%8.56%11/15/20286,463 6,270 6,135 Hoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsSOFR5.00%10.51%11/15/20286,398 6,231 5,900 
HS Spa Holdings Inc.HS Spa Holdings Inc.^(2)(3)Consumer ServicesSOFR5.75%11.07%6/2/20298,540 8,400 8,482 
Integrity Marketing Acquisition, LLCIntegrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR5.75%8.85%8/27/20254,883 4,718 4,655 Integrity Marketing Acquisition, LLC^(2)(3)(7)Diversified Financial ServicesSOFR6.05%11.57%8/27/20264,833 4,719 4,778 
Integrity Marketing Acquisition, LLCIntegrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR5.50%8.00%8/27/20254,546 4,366 4,321 Integrity Marketing Acquisition, LLC^(2)(3)(7)Diversified Financial ServicesSOFR6.02%11.54%8/27/20264,500 4,378 4,447 
K2 Insurance Services, LLC^(2)(3)Diversified Financial ServicesLIBOR5.00%8.63%7/1/20268,944 8,850 8,911 
Material Holdings, LLCMaterial Holdings, LLC^(2)(3)Business ServicesSOFR6.00%9.64%8/19/20277,920 7,846 7,561 Material Holdings, LLC^(2)(3)(7)Business ServicesSOFR6.00%11.49%8/19/20277,840 7,779 7,441 
Maverick Acquisition, Inc.Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseLIBOR6.25%9.92%6/1/20277,920 7,774 7,069 Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseSOFR6.25%11.64%6/1/20277,840 7,721 6,034 
NMI AcquisitionCo, Inc.NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesLIBOR5.75%8.87%9/6/20258,640 8,640 8,435 NMI AcquisitionCo, Inc.^(2)(3)(7)High Tech IndustriesSOFR5.75%11.17%9/6/20259,924 9,897 9,838 
PF Atlantic Holdco 2, LLCPF Atlantic Holdco 2, LLC^(2)(3)Leisure Products & ServicesLIBOR5.50%8.77%11/12/20279,975 9,669 9,802 PF Atlantic Holdco 2, LLC^(2)(3)(7)Leisure Products & ServicesSOFR5.50%11.06%11/12/20279,874 9,620 9,854 
QW Holding Corporation^(2)(3)Environmental IndustriesLIBOR5.50%8.05%8/31/20269,973 9,825 9,796 
Riveron Acquisition Holdings, Inc.^(2)(3)Diversified Financial ServicesLIBOR5.75%9.42%5/22/20258,111 8,032 8,111 
PXO Holdings I Corp.PXO Holdings I Corp.^(2)(3)(7)Chemicals, Plastics & RubberSOFR5.50%11.03%3/8/20289,924 9,777 9,676 
Radwell Parent, LLCRadwell Parent, LLC^(2)(3)WholesaleSOFR6.75%12.14%4/1/20297,548 7,478 7,573 
RSC Acquisition, Inc.RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%8.38%11/1/20268,337 8,231 7,983 RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%11.03%11/1/20269,927 9,801 9,851 
Spotless Brands, LLCSpotless Brands, LLC^(2)(3)(7)Consumer ServicesSOFR6.50%11.99%7/25/20285,000 4,923 4,986 
Tank Holding Corp.Tank Holding Corp.^(2)(3)(7)Capital EquipmentSOFR5.75%11.17%3/31/20283,832 3,759 3,718 
TCFI Aevex LLCTCFI Aevex LLC^(2)(3)Aerospace & DefenseLIBOR6.00%8.69%3/18/20261,688 1,667 1,407 TCFI Aevex LLC^(2)(3)(7)Aerospace & DefenseSOFR6.00%11.42%3/18/20261,671 1,655 1,661 
Turbo Buyer, Inc.Turbo Buyer, Inc.^(2)(3)AutomotiveLIBOR6.00%8.88%12/2/20258,029 7,913 7,870 Turbo Buyer, Inc.^(2)(3)(10)AutomotiveSOFR6.00%11.42%12/2/20257,947 7,864 7,851 
U.S. Legal Support, Inc.U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%9.29%11/30/20246,186 6,178 6,082 U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%11.29%11/30/20246,121 6,117 6,044 
US INFRA SVCS Buyer, LLCUS INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%, 0.25% PIK8.78%4/13/20263,111 3,071 2,955 US INFRA SVCS Buyer, LLC^(2)(3)(7)Environmental IndustriesSOFR6.50%, 0.25% PIK12.20%4/13/20262,875 2,848 2,663 
Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberSOFR6.25%9.80%9/13/20246,433 6,374 6,304 
6563


Consolidated Schedule of Investments as of September 30, 2022
Consolidated Schedule of Investments as of September 30, 2023Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Westfall Technik, Inc.Westfall Technik, Inc.^(2)(3)(7)Chemicals, Plastics & RubberSOFR6.75%12.29%9/13/2024$6,366 $6,336 $5,849 
Wineshipping.com LLCWineshipping.com LLC^(2)(3)Beverage & FoodLIBOR5.75%7.63%10/29/2027$9,975 $9,618 $9,483 Wineshipping.com LLC^(2)(3)(7)Beverage & FoodSOFR5.75%11.31%10/29/20279,874 9,577 9,355 
First Lien Debt TotalFirst Lien Debt Total$216,588 $213,627 First Lien Debt Total$220,834 $207,332 
Second Lien Debt (10.5% of fair value)
Second Lien Debt (10.6% of fair value)Second Lien Debt (10.6% of fair value)
AI Convoy S.A.R.L (United Kingdom)AI Convoy S.A.R.L (United Kingdom)^(2)(3)Aerospace & DefenseLIBOR8.25%9.80%1/17/2028$5,514 $5,422 $5,734 AI Convoy S.A.R.L (United Kingdom)^(2)(3)(10)Aerospace & DefenseSOFR8.25%13.64%1/17/2028$5,514 $5,435 $5,569 
AP Plastics Acquisition Holdings, LLCAP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%10.49%8/10/20294,500 4,417 4,406 AP Plastics Acquisition Holdings, LLC^(2)(3)(7)Chemicals, Plastics & RubberSOFR7.50%12.92%8/10/20294,500 4,425 4,375 
AQA Acquisition Holdings, Inc.AQA Acquisition Holdings, Inc.^(2)(3)High Tech IndustriesLIBOR7.50%10.57%3/3/20295,000 4,890 4,843 AQA Acquisition Holdings, Inc.^(2)(3)(7)High Tech IndustriesSOFR7.50%12.97%3/3/20295,000 4,902 4,928 
Quartz Holding CompanyQuartz Holding Company^(2)(3)SoftwareLIBOR8.00%11.12%4/2/20274,852 4,789 4,821 Quartz Holding Company^(2)(7)SoftwareSOFR8.00%13.42%4/2/20274,852 4,801 4,782 
World 50, Inc.World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20275,465 5,379 5,220 World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20274,918 4,855 4,918 
Second Lien Debt TotalSecond Lien Debt Total$24,897 $25,024 Second Lien Debt Total$24,418 $24,572 
Total InvestmentsTotal Investments$241,485 $238,651 Total Investments$245,252 $231,904 
^ 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, 2022,2023, the geographical composition of investments as a percentage of fair value was 3.6%4.2% in Canada, 1.7%1.8% in Luxembourg, 2.4% in the United Kingdom and 92.3%91.6% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either 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, 2022.2023. As of September 30, 2023, the reference rates for Credit Fund II's variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.40%, and the 180-day SOFR at 5.47%.
(3)Loan includes interest rate floor feature, which generally ranges from 0.50% to 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund II, pursuant to Credit Fund II’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited 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%.
(8)Loan is in forbearance as of September 30, 2023.
(9)Loan was on non-accrual status as of September 30, 2023.
(10)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
64



Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (90.0% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassLIBOR5.00%9.75%12/19/2025$9,844 $9,833 $9,787 
Alpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR5.50%9.76%11/30/20263,292 3,188 3,170 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsSOFR6.75%, 3.50% PIK14.67%2/15/20239,074 9,074 7,833 
Appriss Health, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR7.25%11.54%5/6/20277,502 7,375 7,214 
Apptio, Inc.^(2)(3)SoftwareLIBOR6.00%9.94%1/10/20255,357 5,314 5,357 
Ascend Buyer, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR6.25%10.67%9/30/20289,077 8,924 8,917 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareLIBOR6.00%10.32%12/24/20264,311 4,243 4,074 
BMS Holdings III Corp.^(2)(3)Construction & BuildingLIBOR5.50%10.23%9/30/20263,241 3,194 3,183 
Chartis Holding, LLC^(2)(3)Business ServicesLIBOR5.00%9.77%5/1/20259,822 9,810 9,757 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassLIBOR5.75%10.47%6/18/20248,621 8,573 8,334 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.50%9.17%7/2/20268,623 8,527 8,539 
Dwyer Instruments, Inc.^(2)(3)Capital EquipmentLIBOR6.00%10.74%7/21/20279,914 9,863 9,761 
EvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%10.09%6/7/20258,621 8,617 8,469 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesLIBOR5.25%9.95%12/13/20249,848 9,828 9,789 
Hoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR5.50%10.11%11/15/20286,447 6,261 6,094 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.05%9.95%8/27/20254,870 4,717 4,708 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%8/27/20254,534 4,369 4,371 
K2 Insurance Services, LLC^(2)(3)Diversified Financial ServicesLIBOR5.00%9.73%7/1/20268,922 8,833 8,836 
Material Holdings, LLC^(2)(3)Business ServicesSOFR6.00%10.67%8/19/20277,900 7,829 7,547 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseLIBOR6.25%10.98%6/1/20277,900 7,760 6,563 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesLIBOR5.75%10.13%9/6/20258,617 8,617 8,394 
PF Atlantic Holdco 2, LLC^(2)(3)Leisure Products & ServicesLIBOR5.50%10.25%11/12/20279,950 9,657 9,776 
QW Holding Corporation^(2)(3)Environmental IndustriesLIBOR5.50%9.64%8/31/20269,947 9,808 9,775 
Riveron Acquisition Holdings, Inc.^(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/20258,090 8,018 8,090 
RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%9.83%11/1/20268,315 8,215 7,938 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseLIBOR6.00%10.38%3/18/20261,684 1,664 1,539 
Turbo Buyer, Inc.^(2)(3)AutomotiveLIBOR6.00%11.15%12/2/20258,009 7,901 7,866 
U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%10.33%11/30/20246,170 6,163 6,057 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%, 0.25% PIK11.47%4/13/20263,113 3,075 2,954 
Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberSOFR6.25%10.83%9/13/20246,416 6,364 6,280 
65


Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Wineshipping.com LLC^(2)(3)Beverage & FoodLIBOR5.75%10.15%10/29/2027$9,950 $9,608 $9,161 
First Lien Debt Total$225,222 $220,133 
Second Lien Debt (10.0%) of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)Aerospace & DefenseLIBOR8.25%12.92%1/17/2028$5,514 $5,425 $5,679 
AP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%11.85%8/10/20294,500 4,419 4,318 
AQA Acquisition Holdings, Inc.^(2)(3)High Tech IndustriesLIBOR7.50%12.23%3/3/20295,000 4,893 4,760 
Quartz Holding Company^(2)SoftwareLIBOR8.00%12.38%4/2/20274,850 4,792 4,656 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20275,465 5,383 5,193 
Second Lien Debt Total$24,912 $24,606 
Total Investments$250,134 $244,739 
^ Denotes that all or a portion of the assets are owned by Credit Fund II Sub. Credit Fund II Sub has entered into the Credit Fund II Sub Notes. The lenders of the Credit Fund II Sub Notes have a first lien security interest in substantially all of the assets of Credit Fund II Sub. Accordingly, such assets are not available to creditors of Credit Fund II.
(1)    Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2022, the geographical composition of investments as a percentage of fair value was 3.5% in Canada, 1.7% 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, 2022. As of December 31, 2022, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 3.14%4.39%, the 90-day LIBOR at 3.75%4.77%, the 180-day LIBOR at 4.23%5.14%, the 30-day SOFR at 3.04%4.36%, and the 90-day SOFR at 3.59%4.59%.
(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 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%.
66



Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (87.0% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassLIBOR5.00%6.00%12/19/2025$9,946 $9,930 $9,946 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR6.75%, 1.50% PIK9.25%2/21/20228,415 8,415 8,415 
Appriss Health, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR7.25%8.25%5/6/20271,197 1,178 1,198 
Apptio, Inc.^(2)(3)SoftwareLIBOR7.25%8.25%1/10/20255,357 5,295 5,357 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareLIBOR6.00%7.00%12/24/20264,355 4,273 3,924 
Avenu Holdings, LLC^(2)(3)Sovereign & Public FinanceLIBOR5.25%6.25%9/28/2024987 980 987 
BMS Holdings III Corp.^(2)(3)Construction & BuildingLIBOR5.50%6.50%9/30/20263,275 3,216 3,224 
Captive Resources Midco, LLC^(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%5/31/20278,193 8,108 8,147 
Chartis Holding, LLC^(2)(3)Business ServicesLIBOR5.50%6.50%5/1/20259,924 9,907 9,924 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassLIBOR5.75%6.75%6/18/20248,710 8,632 8,536 
Cority Software Inc. (Canada)^(2)(3)SoftwareLIBOR5.00%6.00%7/2/20268,712 8,591 8,707 
Dwyer Instruments, Inc^(2)(3)Capital EquipmentLIBOR5.50%6.25%7/21/202710,000 9,939 9,974 
Ethos Veterinary Health LLC^(2)(3)Consumer ServicesLIBOR4.75%4.85%5/15/20268,134 8,080 8,134 
EvolveIP, LLC^(2)(3)TelecommunicationsLIBOR5.50%6.50%6/7/20258,710 8,701 8,666 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesLIBOR5.25%6.25%12/13/20244,717 4,707 4,669 
K2 Insurance Services, LLC^(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.00%6.00%7/1/20269,012 8,914 8,998 
Kaseya, Inc.^(2)(3)High Tech IndustriesLIBOR5.50%, 1.00% PIK7.50%5/3/20259,092 8,987 9,038 
Material Holdings, LLC^(2)(3)Business ServicesLIBOR5.75%6.50%8/19/20277,980 7,896 7,891 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseLIBOR6.00%7.00%6/1/20277,980 7,814 7,808 
National Technical Systems, Inc.^(2)(3)Aerospace & DefenseLIBOR5.50%6.50%6/12/20238,733 8,720 8,733 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesLIBOR5.75%6.50%9/6/20258,708 8,680 8,601 
Redwood Services Group, LLC^(2)(3)High Tech IndustriesLIBOR6.00%7.00%6/6/20248,736 8,724 8,737 
Riveron Acquisition Holdings, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.75%6.75%5/22/20258,173 8,074 8,173 
RSC Acquisition, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%11/1/20268,401 8,277 8,434 
Superior Health Linens, LLC^(2)(3)Business ServicesLIBOR6.50%7.50%3/31/20226,875 6,875 6,875 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseLIBOR6.00%7.00%3/18/20261,701 1,676 1,458 
Turbo Buyer, Inc.^(2)(3)AutomotiveLIBOR6.00%7.00%12/2/20258,091 7,950 7,929 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%7.50%4/13/20263,267 3,217 3,189 
67


Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
USLS Acquisition, Inc.^(2)(3)Business ServicesLIBOR5.50%6.50%11/30/2024$6,234 $6,223 $6,165 
Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberLIBOR5.75%6.75%9/13/20246,418 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 & DefenseLIBOR8.25%9.25%1/17/2028$5,514 $5,413 $5,720 
AP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%8.25%8/10/20294,500 4,410 4,526 
AQA Acquisition Holdings, Inc.^(2)(3)High Tech IndustriesLIBOR7.50%8.00%3/3/20295,000 4,881 5,004 
Quartz Holding Company^(2)(3)SoftwareLIBOR8.00%8.10%4/2/20274,852 4,781 4,852 
Tank Holding Corp.^(2)(3)Capital EquipmentLIBOR8.25%8.35%3/26/20275,514 5,446 5,569 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20275,465 5,368 5,422 
Second Lien Debt Total$30,299 $31,093 
Total Investments$238,615 $239,289 
^ Denotes that all or a portion of the assets are owned by Credit Fund II Sub. Credit Fund II Sub has entered into the Credit Fund II Sub Notes. The lenders of the Credit Fund II Sub Notes have a first lien security interest in substantially all of the assets of Credit Fund II Sub. Accordingly, such assets are not available to creditors of Credit Fund II.
(1)    Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2021, the geographical composition of investments as a percentage of fair value was 3.6% in Canada, 1.6% in Luxembourg, 2.4% in the United Kingdom and 92.4% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund II has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. As of December 31, 2021, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 0.10%, the 90-day LIBOR at 0.22% and the 180-day LIBOR at 0.33%.
(3)Loan includes interest rate floor feature, which is generally 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund II, pursuant to Credit Fund II’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to theseunaudited 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 0.26%.

Credit Fund II Senior Notes
On November 3, 2020 and as amended on December 29, 2021, June 30, 2022 and August 4, 2023, 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 totaled $147,500 and bear interest at a rate of Term SOFR plus 2.85%, and amounts issued for the Class A-2 notes totaled $10,000 and bear interest at Term SOFR plus 3.35%. The A-1 Notes were rated AAA, and the A-2 Notes were rated AA by DBRS Morningstar. The terms of the Credit Fund II Senior Notes provide that as loans pay down, up to $100,000 is available from principal proceeds for reinvestment, and then the investment principal proceeds are used to directly pay down the principal balance on the Credit Fund II Senior Notes. As of September 30, 2023 and December 31, 2022, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.
7. BORROWINGS
The Company is party to the Credit Facility, as described below. In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 150% after such borrowing. For the purposes of the asset coverage ratio under the Investment Company Act, the Preferred Stock, as defined in Note 1, is considered a senior security and is included in the denominator of the calculation. As of September 30, 20222023 and December 31, 2021,2022, asset coverage was 179.56%181.14% and 181.94%176.79%, respectively.
Belowrespectively, and the Company is a summaryin compliance with all covenants and other requirements of the borrowings and repayments under the Credit Facility for the three month and nine month periods ended September 30, 2022 and 2021, and the outstanding balances under the Facilities for the respective periods.
For the three month periods endedFor the nine month periods ended
September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Outstanding Borrowing, beginning of period$443,395 $365,060 $407,655 $347,949 
Borrowings111,011 157,552 313,511 337,031 
Repayments(125,000)(95,000)(284,746)(257,500)
Foreign currency translation(5,447)(2,067)(12,461)(1,935)
Outstanding Borrowing, end of period$423,959 $425,545 $423,959 $425,545 
credit facility agreement.
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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, November 8, 2019, October 28, 2020, October 11, 2021, and May 25, 2022.2022, and August 31, 2023. The maximum principal amount of the Credit Facility is $790,000, ($745,000 prior to the August 31, 2023 amendment and $688,000 prior to April 21, 2023), pursuant to the terms of the agreement, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased to $900,000$1,185,000 ($900,000 prior to the August 31, 2023 amendment), through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $50,000 limit for swingline loans and a $20,000 limit for letters of credit. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either (i) a term benchmark rate of the Adjusted Term SOFR Rate, the Adjusted Euribor Rate, or the applicable Local Rate, as the case may be, or (ii) an Alternate Base Rate (which is the highest of (a) the Prime Rate, (b) the NYFRB Rate plus 0.50%, or (c) the Adjusted Term SOFR Rate for one month plus 1.00%) plus an applicable margin, each capitalized term as defined in the Credit Facility. The applicable margin for a term benchmark rate loan will be up to 1.875% and for an Alternate Base Rate loan will be up to 0.875%, in each case depending on the level of the Gross Borrowing Base compared to the Combined Debt Amount. 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 base rate (which was 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 term benchmark rate or the Alternative Base Rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts under the Credit Facility and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then-applicable margin under the Credit Facility while the letter of credit is outstanding. The availability period under the Credit Facility will terminate on MayAugust 31, 2027 (May 25, 2026 (October 28, 2024 prior to the May 25, 2022August 31, 2023 amendment) and the Credit Facility will mature on MayAugust 31, 2028 (May 25, 2027 (October 28, 2025 prior to the August 31, 2023 amendment). On May 25, 2022 amendment).2026, $135,000 of the $790,000 principal amount will terminate. During the period from May 25, 2026 to May 25, 2027,August 31, 2028, the Company will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature. As of September 30, 20222023 and December 31, 2021,2022, the Company was in compliance with all covenants and other requirements of the Credit Facility.
SummaryBelow is a summary of the borrowings and repayments under the Credit Facility for the three and nine months ended September 30, 2023 and 2022, and the outstanding balances under the Credit Facility for the respective periods.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Outstanding Borrowing, beginning of period$400,241 $443,395 $440,441 $407,655 
Borrowings34,000 111,011 108,792 313,511 
Repayments(65,267)(125,000)(183,408)(284,746)
Foreign currency translation(2,718)(5,447)431 (12,461)
Outstanding Borrowing, end of period$366,256 $423,959 $366,256 $423,959 

The Credit Facility consisted of the following as of September 30, 20222023 and December 31, 2021:2022:
 September 30, 2022
 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
Credit Facility$688,000 $423,959 $264,041 $265,350 
Total$688,000 $423,959 $264,041 $265,350 
 December 31, 2021
 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
Credit Facility$688,000 $407,655 $280,345 $280,706 
Total$688,000 $407,655 $280,345 $280,706 
 Total FacilityBorrowings Outstanding
Unused 
Portion(1)
Amount Available(2)
September 30, 2023$790,000 $366,256 $423,744 $337,573 
December 31, 2022$688,000 $440,441 $247,559 $247,559 
(1)The unused portion is the amount upon which commitment fees are based.
(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.


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For the three month and nine month periodsmonths ended September 30, 20222023 and 2021,2022, the components of interest expense and credit facility fees were as follows:
For the three month periods endedFor the nine month periods ended Three months ended September 30,Nine months ended September 30,
September 30, 2022September 30, 2021September 30, 2022September 30, 2021 2023202220232022
Interest expenseInterest expense$4,292 $2,638 $9,395 $6,809 Interest expense$6,932 $4,292 $21,291 $9,395 
Facility unused commitment feeFacility unused commitment fee175 243 805 885 Facility unused commitment fee354 175 842 805 
Amortization of deferred financing costs271 192 746 574 
Amortization of deferred financing costs and debt issuance costsAmortization of deferred financing costs and debt issuance costs194 271 549 746 
Total interest expense and credit facility feesTotal interest expense and credit facility fees$4,738 $3,073 $10,946 $8,268 Total interest expense and credit facility fees$7,480 $4,738 $22,682 $10,946 
Cash paid for interest expense$2,242 $2,730 $7,717 $7,094 
Cash paid for interest expense and credit facility feesCash paid for interest expense and credit facility fees$7,407 $2,242 $22,559 $7,717 
Average principal debt outstanding$423,487 $432,039 $385,509 $376,421 
Weighted average principal debt outstandingWeighted average principal debt outstanding$377,040 $423,487 $414,993 $385,509 
Weighted average interest rate(1)Weighted average interest rate(1)3.97 %2.39 %3.21 %2.39 %Weighted average interest rate(1)7.19 %3.97 %6.78 %3.21 %
(1)Excludes facility unused commitment fee and amortization of deferred financing costs and debt issuance costs.

As of September 30, 20222023 and December 31, 2021,2022, the components of interest and credit facilities payable were as follows:
As of
September 30, 2022December 31, 2021
Interest expense payable$875 $264 
Unused commitment fees payable— 
Other credit facility fees payable25 — 
Interest and credit facilities payable$900 $267 
Weighted average interest rate (based on floating benchmark rates)4.28 %2.39 %

8. NOTES PAYABLE
As of
September 30, 2023December 31, 2022
Interest expense payable$269 $1,131 
Unused commitment fees payable139 — 
Interest and credit facilities payable$408 $1,131 
Weighted average interest rate (based on floating benchmark rates)7.22 %6.04 %
Senior Notes
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750%4.75% 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%4.50% 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 periodsand nine months ended September 30, 20222023 was $2,209 and 2021 was $2,210 and $2,209,$6,627, respectively. Interest expense on the Senior Notes for the three and nine month periodsmonths ended September 30, 2022 and 2021 was $6,628$2,210 and $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, 2023 and December 31, 2022, the Company was in compliance with these terms and conditions.

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2015-1R Notes
On June 26, 2015, the Company completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by the 2015-1 Issuer, a wholly-owned and consolidated subsidiary of the Company. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of:
$160,000 of Aaa/AAA Class A-1A Notes;
$40,000 of Aaa/AAA Class A-1B Notes;
$27,000 of Aaa/AAA Class A-1C Notes; and
$46,000 of Aa2 Class A-2 Notes.
The 2015-1 Notes$273,000 in notes that were issued at par and were scheduled to mature on July 15, 2027. The Company received 100% of the $125,900 in nominal value of the non-interest bearing preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. 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-1A2015-1 Notes by redeeming in fullto the Class A-1A2015-1R 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.
On June 30, 2023, the 2015-1R Notes were amended to transition the benchmark rate to the Term SOFR Rate plus a Term SOFR adjustment (LIBOR prior to the 2015-1R Effective Date, as defined). The amendment was effective at the commencement of the next succeeding interest accrual period following the date of the amendment (the “2015-1R Effective Date”).
The 2015-1R Notes consist of:
(a) $234,800 AAA Class A-1-1-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.55%;
(b) $50,000 AAA Class A-1-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.78%;
(c) $25,000 AAA Class A-1-3-R Notes, which bear interest at 4.56%;
(d) $66,000 Class A-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 2.20%;
(e) $46,400 single-A Class B Notes which bear interest at the three-month SOFR plus a Term SOFR adjustment and 3.15%; and
(f) $27,000 BBB- Class C Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 4.00%.
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
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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 under a collateral management agreement (“the Collateral Management Agreement”) 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
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did not earn any management fees from the 2015-1 Issuer for the three and nine month periodsmonths ended September 30, 20222023 and 2021.2022. 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, 2022,2023, 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, 2022,2023, the 2015-1R Notes were secured by 6776 first lien and second lien senior secured loans with a total fair value of approximately $550,981$550,607 and cash of $29,643.$35,503. 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.
The carrying value of the 2015-1R Notes as of September 30, 2023 and December 31, 2022 is $447,214 and $447,029, respectively. The carrying value is presented net of unamortized debt issuance costs of $1,986 and $2,171 as of September 30, 2023 and December 31, 2022, respectively.
For the nine month periodsmonths ended September 30, 20222023 and 2021,2022 the effective annualized weighted average interest rates, which include amortization of debt issuance costs on the 2015-1R Notes, were 3.27%7.03% and 2.33%3.27%, respectively, based on floating LIBORbenchmark rates. As of September 30, 20222023 and December 31, 20212022, the weighted average interest rates were 4.52%7.41% and 2.27%6.00%, respectively, based on floating LIBORbenchmark rates.
For the for the three and nine month periodsmonths ended September 30, 20222023 and 2021,2022, the components of interest expense on the 2015-1R Notes were as follows:
For the three month periods endedFor the nine month periods ended Three months ended September 30,Nine months ended September 30,
September 30, 2022September 30, 2021September 30, 2022September 30, 2021 2023202220232022
Interest expenseInterest expense$4,927 $2,609 $10,964 $7,926 Interest expense$8,436 $4,927 $23,777 $10,964 
Amortization of deferred financing costs62 63 185 186 
Amortization of deferred financing costs and debt issuance costsAmortization of deferred financing costs and debt issuance costs62 62 186 185 
Total interest expense and credit facility feesTotal interest expense and credit facility fees$4,989 $2,672 $11,149 $8,112 Total interest expense and credit facility fees$8,498 $4,989 $23,963 $11,149 
Cash paid for interest expenseCash paid for interest expense$5,293 $2,637 $10,558 $8,028 Cash paid for interest expense$8,080 $5,293 $22,464 $10,558 

As of September 30, 20222023 and December 31, 2021, $4,3402022, $6,932 and $2,200,$5,618, respectively, of interest expense was included in interest and credit facility fees payable.
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9.8. COMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of September 30, 20222023 and December 31, 2021:2022:
Payment Due by PeriodPayment Due by PeriodSeptember 30, 2022December 31, 2021Payment Due by PeriodSeptember 30, 2023December 31, 2022
Less than one yearLess than one year$— $— Less than one year$— $— 
1-3 years1-3 years190,000 190,000 1-3 years252,081 190,000 
3-5 years3-5 years423,959 407,655 3-5 years304,175 440,441 
More than 5 yearsMore than 5 years449,200 449,200 More than 5 years449,200 449,200 
TotalTotal$1,063,159 $1,046,855 Total$1,005,456 $1,079,641 
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, 20222023 and December 31, 20212022 for any such exposure.
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The Company has in the past, currently is and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.
The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:
Par Value as of Par / Principal Amount as of
September 30, 2022December 31, 2021 September 30, 2023December 31, 2022
Unfunded delayed draw commitmentsUnfunded delayed draw commitments$111,141 $112,985 Unfunded delayed draw commitments$72,421 $83,743 
Unfunded revolving loan commitmentsUnfunded revolving loan commitments74,804 67,513 Unfunded revolving loan commitments69,247 74,463 
Total unfunded commitmentsTotal unfunded commitments$185,945 $180,498 Total unfunded commitments$141,668 $158,206 

10.9. NET ASSETS
The Company has the authority to issue 198,000,000 shares of common stock, par value $0.01 per share, of which 50,794,941 was issued and outstanding as of September 30, 2023, and 2,000,000 shares of preferred stock, par value $0.01 per share.share (“Preferred Stock”), which are fully issued and outstanding as of September 30, 2023.
Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. The Preferred Stock has a liquidation preference equal to $25 per share (the “Liquidation Preference”) plus any accumulated but unpaid dividends up to but excluding the date of distribution. Dividends are payable on a quarterly basis in an initial amount equal to 7.00% per annum of the Liquidation Preference per share, payable in cash, or at the Company’s option, 9.00% per annum of the Liquidation Preference payable in additional shares of Preferred Stock. After May 5, 2027, the dividend rate will increase annually, in each case by 1.00% per annum.
The Preferred Stock is convertible, in whole or in part, at the option of the holder of the Preferred Stock into the number of shares of common stock equal to the Liquidation Preference plus any accumulated but unpaid dividends, divided by an initial conversion price of $9.50, subject to certain adjustments to prevent dilution as set forth in the Company's articles supplementary (the “Articles Supplementary”) that establishes the terms of the Preferred Stock. The conversion price as of September 30, 20222023 was $9.37. At any time after$9.15. Effective as of May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, will havehas 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 afterEffective as of 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 Articles Supplementary).
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The following table summarizes the Company’s dividends declared on the Preferred Stock during the prior yeartwo most recent fiscal years and the current fiscal year to-date. Unless otherwise noted, dividends were declared and paid, or are payable, in cash.
Date DeclaredRecord DatePayment DatePer Share Amount
2021
March 31, 2021March 31, 2021March 31, 2021$0.438 
June 30, 2021June 30, 2021June 30, 2021$0.438 
September 30, 2021September 30, 2021September 30, 2021$0.438 
December 29, 2021December 31, 2021December 31, 2021$0.438 
Total$1.752 
2022
March 25, 2022March 31, 2022March 31, 2022$0.438 
June 27, 2022June 30, 2022June 30, 2022$0.438 
September 22, 2022September 30, 2022September 30, 2022$0.438 
December 16, 2022December 30, 2022December 30, 2022$0.438 
Total$3.0661.752 
2023
March 23, 2023March 31, 2023March 31, 2023$0.438 
June 27, 2023June 30, 2023June 30, 2023$0.438 
September 19, 2023September 29, 2023September 29, 2023$0.438 
Total$1.314 
Company Stock Repurchase Program
On August 1, 2022,November 2, 2023, the Company's Board of Directors approved the continuation of the Company's stock repurchase program (the “Company Stock Repurchase Program”) until November 5, 2023,2024, or until the approved dollar amount has been used to repurchase shares of common stock, and increasedstock. On August 1, 2022, the Company’s Board of Directors approved to increase 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, 2022,2023, the Company has repurchased 10,951,88711,773,718 shares of the Company's common stock at an average cost of $13.37$13.40 per share, or $146,407$157,737 in the aggregate, resulting in accretion to net assets per share of $0.60.$0.65.
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Changes in Net Assets
For the three months ended September 30, 2023, the Company did not repurchase and extinguish shares. For the nine months ended September 30, 2023, the Company repurchased and extinguished 265,195 shares for $3,993. The following tables summarize capital activity for the three and nine month periodsmonths ended September 30, 2023:
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering
Costs
Accumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, July 1, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$50,393 $(150,375)$(67,446)$899,681 
Repurchase of common stock— — — — — — — — — — 
Net investment income (loss)— — — — — — 27,111 — — 27,111 
Net realized gain (loss)— — — — — — — 264 — 264 
Net change in unrealized appreciation (depreciation)— — — — — — — — 2,612 2,612 
Dividends declared on common stock and preferred stock— — — — — — (23,224)— — (23,224)
Balance, September 30, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$54,280 $(150,111)$(64,834)$906,444 
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, January 1, 20232,000,000 $50,000 51,060,136 $511 $1,022,224 $(1,633)$43,097 $(129,061)$(67,715)$917,423 
Repurchase of common stock— — (265,195)(3)(3,990)— — — — (3,993)
Net investment income (loss)— — — — — — 80,856 — — 80,856 
Net realized gain (loss)— — — — — — — (21,050)— (21,050)
Net change in unrealized appreciation (depreciation)— — — — — — — — 2,881 2,881 
Dividends declared on common stock and preferred stock— — — — — — (69,673)— — (69,673)
Balance, September 30, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$54,280 $(150,111)$(64,834)$906,444 
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For the three and nine months 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 periodsmonths ended September 30, 2022:
Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering
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 ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
SharesAmountSharesAmount SharesAmountSharesAmount
Balance, July 1, 2022Balance, July 1, 20222,000,000 $50,000 52,148,211 $521 $1,038,462 $(1,633)$23,268 $(117,811)$(66,314)$926,493 Balance, July 1, 20222,000,000 $50,000 52,148,211 $521 $1,038,462 $(1,633)$23,268 $(117,811)$(66,314)$926,493 
Repurchase of common stockRepurchase of common stock— — (531,439)(4)(7,140)— — — — (7,144)Repurchase of common stock— — (531,439)(4)(7,140)— — — — (7,144)
Net investment income (loss)Net investment income (loss)— — — — — — 31,153 — — 31,153 Net investment income (loss)— — — — — — 31,153 — — 31,153 
Net realized gain (loss)Net realized gain (loss)— — — — — — — (4,579)— (4,579)Net realized gain (loss)— — — — — — — (4,579)— (4,579)
Net change in unrealized appreciation (depreciation)Net change in unrealized appreciation (depreciation)— — — — — — — — 11,256 11,256 Net change in unrealized appreciation (depreciation)— — — — — — — — 11,256 11,256 
Dividends declared on common stock and preferred stockDividends declared on common stock and preferred stock— — — — — — (21,528)— — (21,528)Dividends declared on common stock and preferred stock— — — — — — (21,528)— — (21,528)
Balance, September 30, 2022Balance, September 30, 20222,000,000 $50,000 51,616,772 $517 $1,031,322 $(1,633)$32,893 $(122,390)$(55,058)$935,651 Balance, September 30, 20222,000,000 $50,000 51,616,772 $517 $1,031,322 $(1,633)$32,893 $(122,390)$(55,058)$935,651 
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 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, January 1, 20222,000,000 $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, 20222,000,000 $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 ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, July 1, 20212,000,000 $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— — — — — — (21,287)— — (21,287)
Balance, September 30, 20212,000,000 $50,000 53,714,444 $537 $1,060,955 $(1,633)$16,106 $(129,097)$(52,474)$944,394 
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Preferred Stock 
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated 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 ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
SharesAmountSharesAmount SharesAmountSharesAmount
Balance, January 1, 20212,000,000 $50,000 55,320,309 $553 $1,081,436 $(1,633)$14,568 $(140,133)$(103,428)$901,363 
Balance, January 1, 2022Balance, January 1, 20222,000,000 $50,000 53,142,454 $532 $1,052,427 $(1,633)$19,562 $(123,297)$(48,787)$948,804 
Repurchase of common stockRepurchase of common stock— — (1,605,865)(16)(20,481)— — — — (20,497)Repurchase of common stock— — (1,525,682)(15)(21,105)— — — — (21,120)
Net investment income (loss)Net investment income (loss)— — — — — — 64,402 — — 64,402 Net investment income (loss)— — — — — — 78,542 — — 78,542 
Net realized gain (loss)Net realized gain (loss)— — — — — — — 11,036 — 11,036 Net realized gain (loss)— — — — — — — 907 — 907 
Net change in unrealized appreciation (depreciation)Net change in unrealized appreciation (depreciation)— — — — — — — — 50,954 50,954 Net change in unrealized appreciation (depreciation)— — — — — — — — (6,271)(6,271)
Dividends declaredDividends declared— — — — — — (62,864)— — (62,864)Dividends declared— — — — — — (65,211)— — (65,211)
Balance, September 30, 20212,000,000 $50,000 53,714,444 $537 $1,060,955 $(1,633)$16,106 $(129,097)$(52,474)$944,394 
Balance, September 30, 2022Balance, September 30, 20222,000,000 $50,000 51,616,772 $517 $1,031,322 $(1,633)$32,893 $(122,390)$(55,058)$935,651 
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, 2022For the nine month period ended September 30, 2022
 BasicDilutedBasicDiluted
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 outstanding51,863,022 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, 2021For the nine month period ended September 30, 2021
BasicDilutedBasicDiluted
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 outstanding53,955,338 59,230,725 54,506,760 59,782,147 
Basic and diluted earnings per share$0.87 $0.80 $2.27 $2.11 
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Common Stock Dividends
Three months ended September 30,
 20232022
 Basic
Diluted(1)
Basic
Diluted(1)
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$29,112 $29,987 $36,955 $37,830 
Weighted-average common shares outstanding50,794,941 55,993,539 51,863,022 57,182,634 
Basic and diluted earnings per share$0.57 $0.54 $0.71 $0.66 
(1)Diluted earnings per share were anti-dilutive for the period presented.
Nine months ended September 30,
20232022
BasicDilutedBasicDiluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$60,062 $62,687 $70,553 $73,178 
Weighted-average common shares outstanding50,825,315 56,289,108 52,388,355 57,707,967 
Basic and diluted earnings per share$1.18 $1.11 $1.35 $1.27 
The following table summarizes our updates to our dividend policy. Our dividend policy is subject to change by the Board of Directors in its sole discretion at any time.
Record DateBase Dividend Per Share
September 30, 2020$0.32 
September 30, 2022$0.34 
December 30, 2022$0.36 
March 31, 2023$0.37 
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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 DeclaredDate DeclaredRecord DatePayment DatePer Common Share AmountDate DeclaredRecord DatePayment DatePer Common Share Amount
February 24, 2020March 31, 2020April 17, 2020$0.37 
May 4, 2020June 30, 2020July 17, 2020$0.37 
August 3, 2020September 30, 2020October 16, 2020$0.32 (2)
August 3, 2020September 30, 2020October 16, 2020$0.05 (1)
November 2, 2020December 31, 2020January 15, 2021$0.32 
November 2, 2020December 31, 2020January 15, 2021$0.04 (1)
February 22, 2021February 22, 2021March 31, 2021April 16, 2021$0.32 February 22, 2021March 31, 2021April 16, 2021$0.32 
February 22, 2021February 22, 2021March 31, 2021April 16, 2021$0.05 (1)February 22, 2021March 31, 2021April 16, 2021$0.05 (1)
May 3, 2021May 3, 2021June 30, 2021July 15, 2021$0.32 May 3, 2021June 30, 2021July 15, 2021$0.32 
May 3, 2021May 3, 2021June 30, 2021July 15, 2021$0.04 (1)May 3, 2021June 30, 2021July 15, 2021$0.04 (1)
August 2, 2021August 2, 2021September 30, 2021October 15, 2021$0.32 August 2, 2021September 30, 2021October 15, 2021$0.32 
August 2, 2021August 2, 2021September 30, 2021October 15, 2021$0.06 (1)August 2, 2021September 30, 2021October 15, 2021$0.06 (1)
November 1, 2021November 1, 2021December 31, 2021January 14, 2022$0.32 November 1, 2021December 31, 2021January 14, 2022$0.32 
November 1, 2021November 1, 2021December 31, 2021January 14, 2022$0.07 (1)November 1, 2021December 31, 2021January 14, 2022$0.07 (1)
February 18, 2022February 18, 2022March 31, 2022April 15, 2022$0.32 February 18, 2022March 31, 2022April 15, 2022$0.32 
February 18, 2022February 18, 2022March 31, 2022April 15, 2022$0.08 (1)February 18, 2022March 31, 2022April 15, 2022$0.08 (1)
May 2, 2022May 2, 2022June 30, 2022July 15, 2022$0.32 May 2, 2022June 30, 2022July 15, 2022$0.32 
May 2, 2022May 2, 2022June 30, 2022July 15, 2022$0.08 (1)May 2, 2022June 30, 2022July 15, 2022$0.08 (1)
August 8, 2022August 8, 2022September 30, 2022October 14, 2022$0.34 (2)August 8, 2022September 30, 2022October 14, 2022$0.34 
August 8, 2022August 8, 2022September 30, 2022October 14, 2022$0.06 (1)August 8, 2022September 30, 2022October 14, 2022$0.06 (1)
October 31, 2022October 31, 2022December 30, 2022January 16, 2023$0.36 
October 31, 2022October 31, 2022December 30, 2022January 16, 2023$0.08 (1)
February 21, 2023February 21, 2023March 31, 2023April 14, 2023$0.37 
February 21, 2023February 21, 2023March 31, 2023April 14, 2023$0.07 (1)
May 4, 2023May 4, 2023June 30, 2023July 18, 2023$0.37 
May 4, 2023May 4, 2023June 30, 2023July 18, 2023$0.07 (1)
August 3, 2023August 3, 2023September 29, 2023October 17, 2023$0.37 
August 3, 2023August 3, 2023September 29, 2023October 17, 2023$0.07 (1)
(1)Represents a special/supplemental dividend.
(2)The Company updated its dividend policy such that the base dividend was $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.


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11.10. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of consolidated financial highlights for the nine month periodsmonths ended September 30, 20222023 and 2021:2022: 
For the nine month periods ended Nine months ended September 30,
September 30, 2022September 30, 2021 20232022
Per Common Share Data:Per Common Share Data:Per Common Share Data:
Net asset value per common share, beginning of periodNet asset value per common share, beginning of period$16.91 $15.39 Net asset value per common share, beginning of period$16.99 $16.91 
Net investment income (loss) (1)
Net investment income (loss) (1)
1.45 1.13 
Net investment income (loss)(1)
1.54 1.45 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilitiesNet realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities(0.10)1.14 Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities(0.36)(0.10)
Net increase (decrease) in net assets resulting from operationsNet increase (decrease) in net assets resulting from operations1.35 2.27 Net increase (decrease) in net assets resulting from operations1.18 1.35 
Dividends declared (2)
Dividends declared (2)
(1.20)(1.11)
Dividends declared(2)
(1.32)(1.20)
Other(3)Other(3)0.01 0.03 Other(3)— 0.01 
Accretion due to share repurchasesAccretion due to share repurchases0.09 0.07 Accretion due to share repurchases0.01 0.09 
Net asset value per common share, end of periodNet asset value per common share, end of period$17.16 $16.65 Net asset value per common share, end of period$16.86 $17.16 
Market price per common share, end of periodMarket price per common share, end of period$11.44 $13.41 Market price per common share, end of period$14.50 $11.44 
Number of common shares outstanding, end of periodNumber of common shares outstanding, end of period51,616,772 53,714,444 Number of common shares outstanding, end of period50,794,941 51,616,772 
Total return based on net asset value (3)(4)
Total return based on net asset value (3)(4)
8.57 %15.40 %
Total return based on net asset value (3)(4)
8.41 %8.57 %
Total return based on market price (4)(5)
Total return based on market price (4)(5)
(7.94)%41.52 %
Total return based on market price (4)(5)
10.70 %(7.94)%
Net assets attributable to Common Stockholders, end of periodNet assets attributable to Common Stockholders, end of period$885,651 $894,394 Net assets attributable to Common Stockholders, end of period$856,444 $885,651 
Ratio to average net assets attributable to Common Stockholders(5):
Ratio to average net assets attributable to Common Stockholders(6):
Ratio to average net assets attributable to Common Stockholders(6):
Expenses before incentive feesExpenses before incentive fees6.35 %5.71 %Expenses before incentive fees9.47 %6.35 %
Expenses after incentive feesExpenses after incentive fees8.16 %7.22 %Expenses after incentive fees11.40 %8.16 %
Net investment income (loss)Net investment income (loss)8.82 %7.40 %Net investment income (loss)9.40 %8.82 %
Interest expense and credit facility feesInterest expense and credit facility fees3.23 %2.64 %Interest expense and credit facility fees6.20 %3.23 %
Ratios/Supplemental Data:Ratios/Supplemental Data:Ratios/Supplemental Data:
Asset coverage, end of periodAsset coverage, end of period179.56 %180.23 %Asset coverage, end of period181.14 %179.56 %
Portfolio turnoverPortfolio turnover25.70 %30.72 %Portfolio turnover8.24 %25.70 %
Weighted-average shares outstanding52,388,355 54,506,760 
Weighted-average common shares outstandingWeighted-average common shares outstanding50,825,315 52,388,355 
(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 10,9, Net Assets).
(3)Includes the impact of different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding and certain per share data based on the shares outstanding as of a period end or transaction date.
(4)Total return based on net asset value (not annualized) is based on the change in net asset value per common share during the 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)(5)Total return based on market value (not annualized) is calculated as the change in market value per common share during the period plus the declared dividends on common stock, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning market price for the period.
(5)(6)These ratios to average net assets attributable to Common Stockholders have not been annualized.

12.11. LITIGATION
The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of September 30, 20222023 and December 31, 2021,2022, 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.
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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.

13.12. TAX
The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of September 30, 20222023 and December 31, 2021.2022.
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, 2022 and December 31, 2021, the Company had filedThe Company's federal tax returns and therefore isare generally subject to examination.examination by the Internal Revenue service for a period of three years after they are filed.
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 periodsmonths ended September 30, 20222023 and 20212022 was as follows:
For the nine month periods ended Nine months ended September 30,
September 30, 2022September 30, 2021 20232022
Ordinary incomeOrdinary income$65,211 $62,864 Ordinary income$69,673 $65,211 
Tax return of capitalTax return of capital$— $— Tax return of capital$— $— 
14.13. SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the unaudited consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the unaudited consolidated financial statements were issued, except as disclosed below and elsewhere in the unaudited consolidated financial statements.
On October 31, 2022,November 2, 2023, the Board of Directors declared a base quarterly common dividend of $0.36$0.37 per share plus a supplemental common dividend of $0.08,$0.07 per share, which are payable on January 16, 202318, 2024 to common stockholders of record on December 30, 2022.29, 2023.
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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 Quarterly Report on Form 10-Q (“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 Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “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, including as a result of large scale global events such as 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;invest;
the impact of any protracted decline in the liquidity of credit markets on our business and the impact of the COVID-19 pandemic thereon;business;
the impact of fluctuations in interest rates on our business, including from the discontinuation of LIBOR and the implementation of alternatives to LIBOR;
the valuation of our investments in portfolio companies, particularly those having no liquid trading market, and the impact of the COVID-19 pandemic thereon;market;
the impact of supply chain constraints on our portfolio companies and the global economy;
the elevating levels of inflation,current inflationary environment, 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;China, including a possible shutdown of the U.S. federal government;
uncertainty surrounding Russia’s military invasion of Ukraine and the social,impact of geopolitical financial, tradetensions, such as between China and legal implications of the exit of the United Kingdom from the European Union, or Brexit;States;
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;companies;
the ability to consummate acquisitions;
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;
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;
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currency fluctuations and the adverse effect such fluctuations could adversely affecthave on 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;
80


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 adviserInvestment Adviser and administrator;Carlyle Global Credit Administration L.L.C. (the “Administrator”);
our ability to maintain our status as a business development 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 (the(together with the rules and regulations promulgated thereunder, 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, 20212022 (our “2021“2022 Form 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 20212022 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 20212022 Form 10-K and “Cautionary StatementsStatement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.
We areCarlyle Secured Lending, Inc., a Maryland corporation, formed on February 8, 2012, and structured as anis a specialty finance company that is a closed-end, externally managed, non-diversified closed-endmanagement investment company. We have elected to be regulated as a BDC under the Investment Company Act of 1940,and have operated our business as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). Wea BDC since we began our investment activities. For U.S. federal income tax purposes, 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. We were formed in February 2012, commenced investment operations in May 2013 and began trading on the Nasdaq Global Select Market, under the symbol “CGBD,” upon completion of our initial public offering in June 2017. Our principal executive offices are located at One Vanderbilt Avenue, Suite 3400, New York, New York 10017.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through assembling a portfolio of secured debt investments in U.S. middle market companies. 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 earnings before interest, taxes, depreciation and amortization which we believe is a useful proxy for cash flow.(“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary specialty lending and opportunistic investing strategies, which take advantage of the broad capabilities of Carlyle’sCarlyle's Global Credit platform while offering risk diversifyingrisk-diversifying portfolio benefits. We seek to achieve our 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 balancea minority of our assets invested in higher yielding investments (which may include unsecured debt, mezzaninesubordinated debt and investments in equities). We generally makeThe 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, 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 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 CSL began trading on the Nasdaq Global Select Market under the symbol “CGBD” on June 14, 2017.
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On June 9, 2017, we acquired NF Investment Corp. (“NFIC”), a BDC managed by our Investment 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 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
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subsidiary of Carlyle. As of September 30, 2022, ourThe Investment Adviser’s 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”)Committee is responsible for reviewing and approving our investment opportunities. The members of the Investment Committee have experience investing through different credit cycles. The Investment Committee comprisesinclude several of the most senior credit professionals within the Carlyle Global Credit segment, with backgrounds and expertise across multiple asset classes with significant industry experience and tenure. As of September 30, 2023, our Investment Adviser’s investment team included a team of 217 investment professionals across the Carlyle Global Credit segment. The Investment Committee has delegated approval of 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.the 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 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 between us and our Investment Adviser (as amended, the “Investment Advisory Agreement”); (ii) debt service and other costs of borrowings or other financing arrangements; (iii) 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)(iv) other operating expenses as detailedsummarized 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);
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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;companies;
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;
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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 federal and state registration and any applicable listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing;fees;
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;meetings;
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;portfolio;
our fidelity bond;
directors and officers/errors and omissionsbond, 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.decline.
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PORTFOLIO AND INVESTMENT ACTIVITY
Below is a summary of certain characteristics of our investment portfolio as of September 30, 20222023 and December 31, 2021.2022.
As ofAs of
September 30, 2022December 31, 2021September 30, 2023December 31, 2022
Fair value of investments$1,948,957 $1,913,052 
Count of investments165 154 
Count of portfolio companies / investment funds127 117 
Count of industries28 27 
Number of investmentsNumber of investments171 173 
Number of portfolio companies / investment fundsNumber of portfolio companies / investment funds124 134 
Number of industriesNumber of industries26 28 
Percentage of total investment fair value:Percentage of total investment fair value:Percentage of total investment fair value:
First lien debtFirst lien debt68.2 %64.4 %First lien debt68.4 %68.6 %
Second lien debtSecond lien debt13.5 %17.9 %Second lien debt12.7 %13.3 %
Total secured debtTotal secured debt81.7 %82.3 %Total secured debt81.1 %81.9 %
Investment FundsInvestment Funds13.6 %13.7 %Investment Funds13.5 %13.3 %
Equity investmentsEquity investments4.7 %4.0 %Equity investments5.4 %4.8 %
Percentage of debt investment fair value:Percentage of debt investment fair value:Percentage of debt investment fair value:
Floating rate (1)
Floating rate (1)
98.6 %98.4 %
Floating rate(1)
98.8 %98.5 %
Fixed interest rateFixed interest rate1.4 %1.6 %Fixed interest rate1.2 %1.5 %
(1)Primarily subject to interest rate floors.
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Our investment activity for the three month periodsmonths ended September 30, 20222023 and 20212022 is presented below (information presented herein is at amortized cost unless otherwise indicated):
For the three month periods ended Three months ended September 30,
September 30, 2022September 30, 2021 20232022
Investments:Investments:Investments:
Total investments, beginning of periodTotal investments, beginning of period$1,958,301 $1,936,328 Total investments, beginning of period$1,963,144 $1,958,301 
New investments purchasedNew investments purchased227,794 272,645 New investments purchased54,316 227,794 
Net accretion of discount on investmentsNet accretion of discount on investments2,835 2,501 Net accretion of discount on investments2,003 2,835 
Net realized gain (loss) on investmentsNet realized gain (loss) on investments(4,508)7,565 Net realized gain (loss) on investments(142)(4,508)
Investments sold or repaidInvestments sold or repaid(172,235)(222,784)Investments sold or repaid(92,437)(172,235)
Total Investments, end of periodTotal Investments, end of period$2,012,187 $1,996,255 Total Investments, end of period$1,926,884 $2,012,187 
Principal amount of investments funded:Principal amount of investments funded:Principal amount of investments funded:
First Lien DebtFirst Lien Debt$267,262 $217,652 First Lien Debt$56,025 $267,262 
Second Lien DebtSecond Lien Debt285 58,857 Second Lien Debt613 285 
Equity Investments918 446 
Equity Investments(1)
Equity Investments(1)
2,166 14,623 
TotalTotal$268,465 $276,955 Total$58,804 $282,170 
Principal amount of investments sold or repaid:Principal amount of investments sold or repaid:Principal amount of investments sold or repaid:
First Lien DebtFirst Lien Debt$(180,937)$(195,020)First Lien Debt$(57,832)$(180,937)
Second Lien DebtSecond Lien Debt(31,500)(18,230)Second Lien Debt(28,891)(31,500)
Equity Investments— (1,870)
Equity Investments(1)
Equity Investments(1)
(1,543)— 
TotalTotal$(212,437)$(215,120)Total$(88,266)$(212,437)
Number of new funded investments16 15 
Average amount of new funded investments$16,147 $10,319 
Percentage of new funded debt investments at floating interest rates100 %100 %
Percentage of new funded debt investments at fixed interest rates— %— %
Number of new funded debt investments(2)
Number of new funded debt investments(2)
16 
Average amount of new funded debt investmentsAverage amount of new funded debt investments$5,651 $16,147 

(1)
Based on cost/proceeds of equity activity. The prior period has been conformed to the current presentation.
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(2)
For the three months ended September 30, 2023 and 2022, 100% of new funded debt investments were at floating interest rates.
As of September 30, 20222023 and December 31, 2021,2022, investments consisted of the following:
September 30, 2022December 31, 2021 September 30, 2023December 31, 2022
Amortized
Cost
Fair ValueAmortized
Cost
Fair Value Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
First Lien DebtFirst Lien Debt$1,380,925 $1,328,594 $1,271,794 $1,232,084 First Lien Debt$1,319,570 $1,270,972 $1,416,343 $1,359,962 
Second Lien DebtSecond Lien Debt270,772 263,211 341,538 341,776 Second Lien Debt241,091 236,975 271,266 262,703 
Equity InvestmentsEquity Investments89,393 92,552 73,125 77,093 Equity Investments95,126 101,113 91,269 94,190 
Investment FundsInvestment Funds271,097 264,600 271,096 262,099 Investment Funds271,097 251,415 271,097 263,022 
TotalTotal$2,012,187 $1,948,957 $1,957,553 $1,913,052 Total$1,926,884 $1,860,475 $2,049,975 $1,979,877 

The weighted average yields(1) for our first andlien debt, second lien debt and income producing investments, based on the amortized cost and fair value as of September 30, 20222023 and December 31, 2021,2022, were as follows:
September 30, 2022December 31, 2021 September 30, 2023December 31, 2022
Amortized
Cost
Fair ValueAmortized
Cost
Fair Value Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
First Lien DebtFirst Lien Debt9.91 %10.31 %7.31 %7.55 %First Lien Debt12.6 %12.9 %11.5 %11.9 %
Second Lien DebtSecond Lien Debt11.18 %11.50 %9.04 %9.04 %Second Lien Debt13.7 %13.9 %12.8 %13.2 %
First and Second Lien Debt TotalFirst and Second Lien Debt Total10.12 %10.50 %7.68 %7.87 %First and Second Lien Debt Total12.8 %13.1 %11.7 %12.1 %
Total Debt and Income Producing Investments(2)
Total Debt and Income Producing Investments(2)
12.7 %13.1 %11.8 %12.2 %
(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, 20222023 and December 31, 2021.2022. Weighted average yield on debt and income producing securitiesinvestments 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 securitiesinvestments 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. Effective March 31, 2023,
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weighted average yields exclude investments placed on non-accrual status. Prior periods were conformed to the current presentation. Inclusive of all debt and income producing investments and investments on non-accrual status, the weighted average yield on amortized cost was 12.3% and 11.4% as of September 30, 2023 and December 31, 2022, respectively.
(2)Income Producing Investments include Credit Fund and Credit Fund II, as well as income producing equity investments.
Total weighted average yields (which includes the effect of accretion of discount and amortization of premiums) of our first andlien debt, second lien debt and income producing investments as measured on an amortized cost basis increased from 7.68% to 10.12% from11.8% as of December 31, 20212022 to 12.7% as of September 30, 2022.2023. The increase in weighted average yields was primarily due to the impact of rising benchmark interest rates.
As of September 30, 2023 and December 31, 2022, four and three of our debt investments, respectively, were on non-accrual status. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2023 and December 31, 2022. The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of September 30, 20222023 and December 31, 2021:2022:
September 30, 2022December 31, 2021 September 30, 2023December 31, 2022
Fair ValuePercentageFair ValuePercentage Fair ValuePercentageFair ValuePercentage
PerformingPerforming$1,911,553 98.1 %$1,836,501 96.0 %Performing$1,823,875 98.0 %$1,921,945 97.1 %
Non-accrual (1)
Non-accrual (1)
37,404 1.9 76,551 4.0 
Non-accrual(1)
36,600 2.0 57,932 2.9 
TotalTotal$1,948,957 100.0 %$1,913,052 100.0 %Total$1,860,475 100.0 %$1,979,877 100.0 %
 
(1)For information regarding our non-accrual policy, see Note 2, Significant Accounting Policies, to the unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
See the Consolidated Schedules of Investments as of September 30, 20222023 and December 31, 20212022 in our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on these investments, including a list of companies and type and amount of investments.
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As part of the monitoring process, our Investment Adviser has developed risk assessment policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as “Internal Risk Ratings”. 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 basesbasis 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 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, 20222023 and December 31, 2021.2022.
 September 30, 2022December 31, 2021
 Fair Value% of Fair ValueFair Value% of Fair Value
(dollar amounts in millions)    
Internal Risk Rating 1$33.9 2.1 %$3.8 0.2 %
Internal Risk Rating 21,261.1 79.3 1,205.5 76.6 
Internal Risk Rating 3259.5 16.3 299.5 19.0 
Internal Risk Rating 437.4 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 %
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 September 30, 2023December 31, 2022
 Fair Value% of Fair ValueFair Value% of Fair Value
(dollar amounts in millions)    
Internal Risk Rating 1$27.1 1.8 %$30.7 1.9 %
Internal Risk Rating 21,187.9 78.8 1,280.1 78.8 
Internal Risk Rating 3256.3 17.0 254.0 15.7 
Internal Risk Rating 436.6 2.4 48.6 3.0 
Internal Risk Rating 5— — 9.3 0.6 
Total$1,507.9 100.0 %$1,622.7 100.0 %
As of both September 30, 20222023 and December 31, 2021,2022, the weighted average Internal Risk Rating of our debt investment portfolio was 2.2 and 2.3, respectively.2.2. As of September 30, 2022, two2023, four of our debt investments, with an aggregate fair value of $37.4$36.6 million were assigned an Internal Risk Rating of 4-5.  As of December 31, 2021, two2022, three of our debt investments, with an aggregate fair value of $65.1$57.9 million were assigned an Internal Risk Rating of 4-5. As of September 30, 2022 and December 31, 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 $37.4 million and $76.6 million, respectively, which represented approximately 1.9% and 4.0%, respectively, of our total investments at fair value as of September 30, 2022 and December 31, 2021. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2022 and December 31, 2021.

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CONSOLIDATED RESULTS OF OPERATIONSSelected Financial Data
For the three monthSince inception of Credit Fund and nine month periods endedthrough September 30, 2023 and December 31, 2022, the Company and 2021
The net increase or decreaseCredit Partners each made capital contributions of $1 in net assets from operations may vary substantially from periodmembers’ equity and $216,000 in subordinated loans to periodCredit 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 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, 20222023 and 2021 was as follows:December 31, 2022.
As of
September 30, 2023December 31, 2022
 (unaudited) 
Selected Consolidated Balance Sheet Information:
ASSETS
Investments, at fair value (amortized cost of $809,730 and $953,467, respectively)$755,949 $902,720 
Cash, cash equivalents and restricted cash(1)
31,011 28,030 
Other assets7,914 9,681 
Total assets$794,874 $940,431 
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings$441,221 $588,621 
Other liabilities31,950 19,940 
Subordinated loans and members’ equity(2)
321,703 331,870 
Total liabilities and members’ equity$794,874 $940,431 
(1)
 For the three month periods endedFor the nine month periods ended
 September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Investment income
First Lien Debt$42,436 $27,524 $102,309 $80,706 
Second Lien Debt7,322 7,790 22,392 21,319 
Equity Investments1,861 925 3,947 2,702 
Investment Funds7,524 7,523 22,572 22,539 
Total investment income$59,143 $43,762 $151,220 $127,266 
The increase in investment income for the three month period ended September 30, 2022 from the comparable period in 2021 was primarily driven by an increase in interest income from higher weighted average interest rates, higher other income and one-time income from restoring our Direct Travel, Inc. debt investments to accrual status. As of September 30, 2023 and December 31, 2022, the size$14,374 and $14,393, respectively, of our portfolio increased to $2,012,187 from $1,996,255 as of September 30, 2021, at amortized cost. Credit Fund's cash and cash equivalents was restricted.
(2)As of September 30, 2023 and December 31, 2022, the weighted average yield of our first and second lien debt investments increased to 10.12% from 7.69% as of September 30, 2021 on amortized cost, primarily due to the 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 five first lien debt investments, respectively, were on non-accrual status. Non-accrual investments had a fair value of $37,404Company's ownership interest in the subordinated loans and $67,465 respectively, which represented approximately 1.9%members’ equity was $184,527 and 3.5% of total investments at fair value, respectively, as of September 30, 2022 and 2021. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2022 and 2021.$190,065, respectively.
For the three month periods ended September 30, 2022 and 2021, the Company earned $2,974 and $759, respectively, in other income. For the nine month periods ended September 30, 2022 and 2021, the Company earned $6,844 and $4,636, respectively, in other income. The increase in other income for the three and nine month period ended September 30, 2022 from the comparable period in 2021 was primarily driven by higher underwriting, amendment and prepayment fees.
For the three month periods ended September 30, 2022 and 2021, the Company earned $7,524 and $7,523, respectively, in dividend and interest income from the investment funds. For the nine month periods ended September 30, 2022 and 2021, the Company earned $22,572 and $22,539, respectively, in dividend and interest income from the investment funds.
Net investment income (loss) for the three month and nine month periods ended September 30, 2022 and 2021 was as follows:
 For the three month periods endedFor the nine month periods ended
 September 30, 2022September 30, 2021September 30, 2022September 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 

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Expenses
 For the three month periods endedFor the nine month periods ended
 September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Base management fees$7,262 $7,233 $21,425 $21,024 
Incentive fees6,451 4,516 16,137 13,193 
Professional fees787 836 2,322 2,444 
Administrative service fees470 400 1,337 1,057 
Interest expense11,491 7,519 27,172 21,549 
Credit facility fees446 435 1,551 1,459 
Directors’ fees and expenses173 154 519 420 
Other general and administrative461 420 1,237 1,292 
Excise tax expense449 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, 2022 and 2021 comprised the following:
 For the three month periods endedFor the nine month periods ended
 September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Interest expense$11,491 $7,519 $27,172 $21,549 
Facility unused commitment fee175 243 805 885 
Amortization of deferred financing costs271 192 746 574 
Other fees— — — — 
Total interest expense and credit facility fees$11,937 $7,954 $28,723 $23,008 
Cash paid for interest expense$9,460 $7,576 $24,902 $21,750 
Average principal debt outstanding$1,062,687 $1,071,239 $898,738 $1,015,621 
Weighted average interest rate4.23 %2.75 %3.96 %2.77 %
The increase in interest expense and credit facility fees for the three month and nine month periods ended September 30, 2022 compared to the comparable period in 2021 was primarily driven by higher weighted average interest rates due to higher benchmark rates.
Three months ended September 30,Nine months ended September 30,
 2023202220232022
 (unaudited)(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$22,753 $18,563 $68,198 $48,049 
Expenses
Interest and credit facility expenses10,491 6,858 31,203 15,983 
Other expenses434 410 1,435 1,507 
Total expenses10,925 7,268 32,638 17,490 
Net investment income (loss)11,828 11,295 35,560 30,559 
Net realized gain (loss) on investments16 (189)(9,693)(189)
Net change in unrealized appreciation (depreciation) on investments1,448 (4,757)(3,034)(31,795)
Net increase (decrease) resulting from operations$13,292 $6,349 $22,833 $(1,425)
Below is a summary of Credit Fund’s portfolio, followed by a listing of the base management fees and incentive fees incurred during the three month and nine month periods endedloans in Credit Fund’s portfolio as of September 30, 20222023 and 2021.December 31, 2022:
For the three month periods endedFor the nine month periods ended
September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Base management fees$7,262 $7,233 $21,425 $21,024 
Incentive fees on pre-incentive fee net investment income6,451 4,516 16,137 13,193 
Realized capital gains incentive fees— — — — 
Accrued capital gains incentive fees— — — — 
Total capital gains incentive fees— — — — 
Total incentive fees6,451 4,516 16,137 13,193 
Total base management fees and incentive fees$13,713 $11,749 $37,562 $34,217 
As of
September 30, 2023December 31, 2022
Senior secured loans(1)
$816,447 $955,605 
Number of portfolio companies in Credit Fund38 45 
Average amount per portfolio company(1)
$21,485 $21,236 
Number of loans on non-accrual status— 
Fair value of loans on non-accrual status$13,591 $— 
Percentage of portfolio at floating interest rates(2)(3)
100.0 %100.0 %
Fair value of loans with PIK provisions$35,272 $49,950 
Percentage of portfolio with PIK provisions(3)
4.7 %5.5 %
The increase in base management fees and incentive fees related(1)At par/principal amount.
(2)Floating rate debt investments are generally subject to pre-incentive fee net investment income for the three and nine month period ended September 30, 2022 from the comparable period in 2021 was driven by higher gross assets and higher pre-incentive fee net investment income, respectively.interest rate floors.
(3)Percentages based on fair value.
8854


For the three month and nine month periods ended September 30, 2022 and 2021, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of September 30, 2022 and 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, 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 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, 2022, we had unrealized appreciation on 62 and 38 investments, respectively, totaling approximately $25,319 and $39,047, respectively, which was offset by unrealized depreciation on 103 and 141 investments, respectively, totaling approximately $19,524 and $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 $14,524, respectively.
Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three month and nine month periods ended September 30, 2022 and 2021 were as follows:
 For the three month periods endedFor the nine month periods ended
 September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net realized gain (loss) on investments$(4,508)$7,565 $1,385 $11,183 
Net change in unrealized appreciation (depreciation) on investments5,795 15,987 (18,729)49,134 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments$1,287 $23,552 $(17,344)$60,317 
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, 2022 and 2021 were as follows:
 For the three month periods endedFor the nine month periods ended
 September 30, 2022September 30, 2021September 30, 2022September 30, 2021
TypeNet 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$151 $1,205 $590 $8,406 $3,102 $(12,622)$2,218 $27,512 
Second Lien Debt(4,659)3,421 (12)(247)(5,615)(7,800)(28)11,690 
Equity Investments— (753)6,987 175 3,898 (808)8,993 2,835 
Investment Funds— 1,922 — 7,653 — 2,501 — 6,384 
Total$(4,508)$5,795 $7,565 $15,987 $1,385 $(18,729)$11,183 $48,421 
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
Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
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)(9)Aerospace & DefenseSOFR4.50%9.89%3/31/2028$38,385 $37,966 $38,005 
Alpine Acquisition Corp II+(2)(3)(6)(2)(3)(6)Transportation: CargoSOFR6.00%11.47%11/30/20269,925 9,528 9,463 
API Technologies Corp.+(2)(6)(7)Aerospace & DefenseSOFR4.25%11.75%5/9/202614,400 14,366 8,878 
Avalign Technologies, Inc.+(2)(6)Healthcare & PharmaceuticalsSOFR4.50%9.92%12/22/202514,182 14,131 13,119 
BMS Holdings III Corp.+(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/202611,046 10,979 10,744 
Bradyifs Holdings, LLC+(2)(3)(6)WholesaleSOFR6.25%11.68%11/22/20255,966 5,852 5,948 
Chartis Holding, LLC^+(2)(3)(6)(9)Business ServicesSOFR5.00%10.52%5/1/20257,311 7,311 7,290 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)(9)SoftwareSOFR4.50%9.92%8/30/202411,523 11,423 11,465 
Diligent Corporation^+(2)(3)(6)(9)TelecommunicationsSOFR6.25%11.77%8/4/20259,883 9,756 9,745 
Divisions Holding Corporation+(2)(3)(6)Business ServicesSOFR4.75%10.18%5/27/202814,080 13,979 13,999 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%10.12%4/26/202929,700 29,201 28,802 
Eliassen Group, LLC+(2)(3)Business ServicesSOFR5.50%10.84%4/14/202819,230 19,029 19,153 
EPS Nass Parent, Inc.^+(2)(3)(6)(9)Utilities: ElectricSOFR5.75%11.29%4/19/202834,608 34,115 33,934 
EvolveIP, LLC^+(2)(3)(6)TelecommunicationsSOFR5.50%11.22%6/7/202542,720 42,698 41,746 
Exactech, Inc.+(2)(3)(6)Healthcare & PharmaceuticalsSOFR3.75%9.17%2/14/202520,912 20,873 8,365 
GSM Acquisition Corp.+(2)(3)(6)Leisure Products & ServicesSOFR5.00%10.51%11/16/202630,734 30,528 30,217 
Heartland Home Services, Inc.+(2)(3)(6)Consumer ServicesSOFR5.75%11.07%12/15/20267,187 7,117 7,041 
Heartland Home Services, Inc.+(2)(3)(6)(9)Consumer ServicesSOFR6.00%11.32%12/15/202624,070 24,004 23,730 
HMT Holding Inc.^+(2)(3)(6)(9)Energy: Oil & GasSOFR6.00%11.57%11/17/202534,718 34,616 33,740 
Integrity Marketing Acquisition, LLC+(2)(3)(6)Diversified Financial ServicesSOFR6.05%11.57%8/27/202636,664 36,427 36,246 
Integrity Marketing Acquisition, LLC^+(2)(3)(6)Diversified Financial ServicesSOFR6.02%11.54%8/27/20266,897 6,841 6,813 
Jensen Hughes, Inc.^+(2)(3)(6)(9)Utilities: ElectricSOFR5.75%11.22%3/22/202533,773 33,763 33,534 
KAMC Holdings, Inc.+(2)(6)Energy: ElectricitySOFR4.00%9.72%8/14/202613,440 13,410 11,894 
KBP Investments, LLC+(2)(3)(9)Beverage & FoodSOFR5.50%, 1.00% PIK12.02%5/25/202737,418 37,259 35,272 
North Haven Fairway Buyer, LLC+(2)(3)Consumer ServicesSOFR6.50%11.88%5/17/20286,717 6,562 6,574 
Output Services Group+(2)(3)(7)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK10.82%6/27/202619,360 19,218 3,291 
PF Atlantic Holdco 2, LLC+(2)(3)(6)Leisure Products & ServicesSOFR5.50%11.06%11/12/202715,279 15,081 15,247 
Premise Health Holding Corp.+(2)(6)Healthcare & PharmaceuticalsSOFR3.75%9.15%7/10/202513,202 13,183 12,839 
Radiology Partners, Inc.+(2)(6)Healthcare & PharmaceuticalsSOFR4.25%10.18%7/9/202527,627 27,583 20,652 
RevSpring Inc.+(2)(6)Media: Advertising, Printing & PublishingSOFR4.00%9.65%10/11/202528,623 28,540 28,051 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassSOFR5.50%10.92%12/30/202614,589 14,499 14,491 
Summit Acquisition, Inc.+(2)(3)Diversified Financial ServicesSOFR6.75%12.14%5/1/20305,955 5,782 5,899 
Tank Holding Corp.+(2)(3)(6)Capital EquipmentSOFR5.75%11.17%3/31/202819,799 19,324 19,207 
8955


Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Turbo Buyer, Inc.+(2)(3)(8)(9)AutomotiveSOFR6.00%11.42%12/2/2025$33,987 $33,828 $33,565 
U.S. TelePacific Holdings Corp.^(2)(3)(6)(7)TelecommunicationsSOFR1.25%, 6.00% PIK12.56%5/2/20263,743 3,338 1,422 
USALCO, LLC+(2)(3)(6)Chemicals, Plastics & RubberSOFR6.00%11.43%10/19/202714,733 14,518 14,733 
VRC Companies, LLC^+(2)(3)(9)Business ServicesSOFR5.50%11.13%6/29/202723,561 23,313 23,361 
Welocalize, Inc.^+(2)(3)(6)(9)Business ServicesSOFR4.75%10.24%12/23/202433,211 33,064 31,722 
WRE Holding Corp.^+(2)(3)(6)(9)Environmental IndustriesSOFR5.00%10.29%1/3/20258,089 8,086 8,033 
Yellowstone Buyer Acquisition, LLC+(2)(3)(6)Consumer Goods: DurableSOFR5.75%11.20%9/13/202739,200 38,639 37,719 
First Lien Debt Total$809,730 $755,949 
Total Investments$809,730 $755,949 

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

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2023, the geographical composition of investments as a percentage of fair value was 1.5% in Canada and 98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either 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, 2023. As of September 30, 2023, the reference rates for Credit Fund’s variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.40%, and the 180-day SOFR at 5.47%.
(3)Loan includes interest rate floor feature, which generally ranges from 0.75% to 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the comparable periodaccretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited consolidated financial statements.
(6)Loans include a credit spread adjustment that ranges from 0.10% to 0.43%.
(7)Loan was on non-accrual status as of September 30, 2023.
(8)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
(9)As of September 30, 2023, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$2,835 $(26)
Chartis Holding, LLCRevolver0.50 1,711 (4)
Chemical Computing Group ULC (Canada)Revolver0.50 873 (4)
Diligent CorporationRevolver0.50 415 (6)
EPS Nass Parent, Inc.Revolver0.50 359 (7)
Heartland Home Services, Inc.Revolver0.50 772 (11)
HMT Holding Inc.Revolver0.50 3,351 (86)
Jensen Hughes, Inc.Revolver0.50 2,000 (13)
KBP Investments, LLCDelayed Draw1.00 565 (32)
Turbo Buyer, Inc.Revolver0.50 933 (11)
VRC Companies, LLCRevolver0.50 833 (7)
Welocalize, Inc.Revolver0.50 5,063 (197)
WRE Holding Corp.Revolver0.50 1,123 (7)
Total unfunded commitments$20,833 $(411)
56




Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC^+(2)(3)(7)Aerospace & DefenseLIBOR4.50%9.22%3/31/2028$36,965 $36,488 $36,015 
Acrisure, LLC+#(2)Diversified Financial ServicesLIBOR3.50%7.88%2/13/202725,118 25,099 23,485 
Alpine Acquisition Corp II+(2)(3)(6)Transportation: CargoSOFR5.50%9.76%11/30/202610,000 9,527 9,630 
Analogic Corporation^+(2)(3)(7)Capital EquipmentLIBOR5.25%9.67%6/22/202420,226 20,217 19,725 
Anchor Packaging, Inc.+#(2)Containers, Packaging & GlassLIBOR4.00%8.38%7/18/202622,221 22,157 21,360 
API Technologies Corp.+#(2)Aerospace & DefenseLIBOR4.25%8.98%5/9/202614,475 14,436 13,127 
Aptean, Inc.+#(2)(6)SoftwareSOFR4.25%8.98%4/23/202612,031 11,997 11,475 
Avalign Technologies, Inc.+#(2)(6)Healthcare & PharmaceuticalsSOFR4.50%9.03%12/22/202514,294 14,227 13,382 
BMS Holdings III Corp.+(2)(3)Construction & BuildingLIBOR5.50%10.23%9/30/202611,131 11,049 10,931 
Chartis Holding, LLC+(2)(3)(7)Business ServicesLIBOR5.00%9.77%5/1/20256,893 6,893 6,832 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)
(7)
SoftwareSOFR4.50%8.57%8/30/202413,769 13,559 13,564 
Diligent Corporation^+(2)(3)(7)TelecommunicationsLIBOR6.25%10.63%8/4/20259,880 9,706 9,449 
Divisions Holding Corporation+#(2)(3)Business ServicesLIBOR4.75%9.13%5/27/202824,688 24,488 24,009 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%8.84%4/26/202929,925 29,373 27,363 
Eliassen Group, LLC+(2)(3)Business ServicesSOFR5.50%10.07%4/14/202819,375 19,148 19,150 
EPS Nass Parent, Inc.^+(2)(3)(7)Utilities: ElectricLIBOR5.75%10.48%4/19/202834,104 33,524 32,432 
EvolveIP, LLC^+(2)(3)(6)
(7)
TelecommunicationsSOFR5.50%10.09%6/7/202540,392 40,361 39,633 
Exactech, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%8.13%2/14/202521,081 21,022 17,002 
GSM Acquisition Corp.^+(2)(3)(6)Leisure Products & ServicesSOFR5.00%9.83%11/16/202630,958 30,709 29,636 
Heartland Home Services, Inc.+(2)(3)Consumer ServicesLIBOR5.75%10.10%12/15/20267,242 7,158 7,114 
Heartland Home Services, Inc.+(2)(3)(7)Consumer ServicesLIBOR6.00%10.38%12/15/202624,255 24,176 24,014 
Higginbotham Insurance Agency, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.25%9.63%11/25/20264,477 4,418 4,377 
HMT Holding Inc.^+(2)(3)(6)
(7)
Energy: Oil & GasSOFR5.75%10.15%11/17/202532,148 32,013 30,654 
Integrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR6.05%10.57%8/27/202536,943 36,622 35,614 
Integrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%8/27/20256,949 6,873 6,699 
Jensen Hughes, Inc.+(2)(3)(7)Utilities: ElectricLIBOR4.50%9.43%3/22/202434,584 34,559 33,323 
K2 Insurance Services, LLC+(2)(3)(7)Diversified Financial ServicesLIBOR5.00%9.73%7/1/202612,799 12,799 12,665 
KAMC Holdings, Inc.+#(2)Energy: ElectricityLIBOR4.00%8.73%8/14/202613,545 13,507 10,881 
KBP Investments, LLC+(2)(3)(7)Beverage & FoodSOFR5.50%, 0.50% PIK10.53%5/25/202737,241 37,055 34,326 
Odyssey Logistics & Technology Corp.+#(2)(3)Transportation: CargoLIBOR4.00%8.38%10/12/20249,505 9,489 9,277 
Output Services Group^+(2)(3)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK11.30%6/27/202619,190 19,169 13,097 
PF Atlantic Holdco 2, LLC+(2)(3)Leisure Products & ServicesLIBOR5.50%10.25%11/12/202715,396 15,168 15,126 
Premise Health Holding Corp.+#(2)Healthcare & PharmaceuticalsLIBOR3.75%7.92%7/10/202513,306 13,280 13,199 
57


Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
QW Holding Corporation^+(2)(3)(7)Environmental IndustriesLIBOR5.50%9.64%8/31/2026$21,574 $21,437 $21,105 
Radiology Partners, Inc.+#(2)Healthcare & PharmaceuticalsLIBOR4.25%8.64%7/9/202527,686 27,625 23,201 
RevSpring Inc.+#(2)Media: Advertising, Printing & PublishingLIBOR4.00%8.73%10/11/202528,848 28,737 27,719 
Riveron Acquisition Holdings, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/202511,284 11,284 11,284 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassLIBOR5.50%9.88%12/30/202614,700 14,593 14,604 
Tank Holding Corp.+(2)(3)(6)Capital EquipmentSOFR5.75%10.16%3/31/202819,950 19,410 19,421 
Turbo Buyer, Inc.+(2)(3)(7)AutomotiveLIBOR6.00%11.13%12/2/202534,251 34,044 33,625 
U.S. TelePacific Holdings Corp.+(2)(3)(6)TelecommunicationsSOFR1.00%, 7.25% PIK11.57%5/2/20267,086 7,073 2,527 
USALCO, LLC+(2)(3)Chemicals, Plastics & RubberLIBOR6.00%10.73%10/19/202714,845 14,598 14,118 
VRC Companies, LLC^+(2)(3)(7)Business ServicesLIBOR5.50%10.59%6/29/202728,767 28,418 28,059 
Welocalize, Inc.+(2)(3)(7)Business ServicesLIBOR4.75%9.13%12/23/202433,853 33,615 32,677 
WRE Holding Corp.^+(2)(3)(6)
(7)
Environmental IndustriesSOFR5.00%9.84%1/3/20258,155 8,152 7,892 
Yellowstone Buyer Acquisition, LLC+(2)(3)Consumer Goods: DurableLIBOR5.75%10.07%9/13/202739,500 38,851 37,922 
First Lien Debt Total$948,103 $902,720 
Equity Investments (0.0% of fair value)
DBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^Transportation: Cargo13,996 5,364 — 
Equity Investments Total$5,364 $— 
Total Investments$953,467 $902,720 
^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the “Credit Fund Facility”). Accordingly, such assets are not available to creditors of Credit Fund Sub.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 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 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, 2022. As of December 31, 2022, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 4.39%, the 90-day LIBOR at 4.77%, the 180-day LIBOR at 5.14%, the 30-day SOFR at 4.36%, and the 90-day SOFR at 4.59%.
(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 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 unaudited consolidated financial statements.
(6)Loans include a credit spread adjustment that ranges from 0.10% to 0.26%.
(7)As of December 31, 2022, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
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First Lien Debt—unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$4,515 $(103)
Analogic CorporationRevolver0.50 226 (6)
Chartis Holding, LLCRevolver0.50 2,183 (15)
Chemical Computing Group ULC (Canada)Revolver0.50 873 (12)
Diligent CorporationRevolver0.50 492 (20)
EPS Nass Parent, Inc.Delayed Draw1.00 1,380 (63)
EPS Nass Parent, Inc.Revolver0.50 1,111 (51)
EvolveIP, LLCRevolver0.50 2,757 (49)
Heartland Home Services, Inc.Revolver0.50 771 (7)
HMT Holding Inc.Revolver0.50 6,173 (241)
Jensen Hughes, Inc.Revolver0.50 1,455 (51)
K2 Insurance Services, LLCRevolver0.50 1,170 (11)
KBP Investments, LLCDelayed Draw1.00 565 (44)
QW Holding CorporationRevolver0.50 5,498 (95)
Turbo Buyer, Inc.Revolver0.50 933 (17)
VRC Companies, LLCRevolver0.50 833 (20)
Welocalize, Inc.Revolver0.50 5,625 (168)
WRE Holding Corp.Revolver0.50 1,123 (32)
Total unfunded commitments$37,683 $(1,005)
Debt
The Credit Fund and Credit Fund Sub are party to separate credit facilities as described below. Until its termination on June 28, 2022, Credit Fund Warehouse II was party to the Credit Fund Warehouse II Facility, as described below. As of September 30, 2023 and December 31, 2022, Credit Fund and Credit Fund Sub were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the three and nine months ended September 30, 2023 and 2022, and the outstanding balances under the credit facilities for the respective periods.
Credit Fund
Facility
Credit Fund Sub
Facility
Credit Fund Warehouse II Facility
202320222023202220232022
Three Months Ended September 30,
Outstanding Borrowing, beginning of period$— $— $499,221 $532,621 $— $— 
Borrowings— — — 51,000 — — 
Repayments— — (58,000)(12,000)— — 
Outstanding Borrowing, end of period$— $— $441,221 $571,621 $— $— 
Nine Months Ended September 30,
Outstanding Borrowing, beginning of period$— $— $588,621 $514,621 $— $86,030 
Borrowings— — 14,000 138,000 — — 
Repayments— — (161,400)(81,000)— (86,030)
Outstanding Borrowing, end of period$— $— $441,221 $571,621 $— $— 
Credit Fund Facility. On June 24, 2016, Credit Fund closed on the Credit Fund Facility, 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, reflectingMay 19, 2022, and May 21, 2023 pursuant to which Credit Fund may from time to time request mezzanine loans from the negative impactCompany. The maximum principal amount of widening market yields partially offsetthe Credit Fund Facility is $100,000 ($175,000 prior to the May 21, 2023 amendment), subject to availability under the Credit Fund Facility, which is based on certain advance rates multiplied by an increase in the value of borrowersCredit Fund’s portfolio investments net of certain other indebtedness that Credit Fund may incur in accordance with the terms of the Credit Fund Facility. Proceeds of the Credit Fund Facility may be used for general corporate purposes, including the funding of portfolio investments. Amounts drawn under the Credit Fund Facility bear interest at the greater of zero and SOFR (LIBOR prior to the May 21, 2023 amendment) plus an applicable spread of 9.00% and such interest payments are made quarterly. The availability period under the Credit Fund Facility will terminate on non-accrual status. Net change in unrealized appreciation (depreciation)May 21, 2025, (May 21, 2023 prior to the May 21, 2023 amendment), which is also drivenits maturity date upon which Credit Fund is obligated to repay any outstanding borrowings.
59


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, May 3, 2022, April 20, 2023, and August 28, 2023. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000 (the borrowing base as calculated pursuant to the terms of the Credit Fund Sub Facility). The aggregate maximum credit commitment can be increased up to an amount not to exceed $1,400,000, subject to certain restrictions and conditions set forth in the Credit Fund Sub Facility, including adequate collateral to support such borrowings. The Credit Fund Sub Facility has a revolving period through May 23, 2025, (May 23, 2023 prior to the April 20, 2023 amendment) and a maturity date of May 23, 2026, (May 23, 2025 prior to the April 20, 2023 amendment), which may be extended by changesmutual agreement of the parties to the Credit Fund Sub Facility. Borrowings under the Credit Fund Sub Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or SOFR plus 2.70% (2.35% prior to the April 20, 2023 amendment). The Credit Fund Sub is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the usage of the Credit Fund Sub Facility. Payments under the Credit Fund Sub Facility are made quarterly. Subject to certain exceptions, the Facility is secured by a first lien security interest in other inputs utilizedsubstantially all of the portfolio investments held by the Credit Fund Sub.
Credit Fund Warehouse II Facility. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the “Credit Fund Warehouse II Facility”) with lenders. The Credit Fund Warehouse II Facility provided for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility was secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse II Facility. The maturity date of the Credit Fund Warehouse II Facility was August 16, 2022 and Credit Fund Warehouse II repaid all outstanding amounts on June 28, 2022. Amounts borrowed under our valuation methodology, including, but not limited to, enterprise value multiples, borrower leverage multiplesthe Credit Fund Warehouse II Facility during the first 12 months bore interest at a rate of LIBOR plus 1.05%, and borrower ratings, andamounts borrowed in the impactsecond 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 exits.LIBOR plus 1.50%.
6. MIDDLE MARKET CREDIT FUND II, LLC
Overview
On February 29, 2016,November 3, 2020, the Company and Credit Partners USA LLC (“Credit Partners”)CCLF entered into an amended and restateda limited liability company agreement which was subsequently amended and restated on June 24, 2016, February 22, 2021 and May 16, 2022 (as amended, the “Limited Liability Company Agreement”) to co-manage Credit Fund II, a Delaware limited liability company that is not consolidated in the Company’sCompany's consolidated financial statements. Credit Fund II primarily invests in first liensenior secured loans of middle market companies. Credit Fund II is managed by a six-memberfour-member board, of managers, on which the Company and Credit Partners eachCCLF have equal representation. Establishing a quorum for Credit Fund’sFund II's board of managers requires at least four members to be present at a meeting, including at least twoone of the Company’sCompany's representatives and twoone of Credit Partners’CCLF's representatives. The Company and Credit Partners eachCCLF have 50%84.13% and 15.87% 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.II, respectively. By virtue of its membership interest, each of the Company and Credit Partners eachCCLF indirectly bearbears an allocable share of all expenses and other obligations of Credit Fund.Fund II.
Together with Credit Partners, the Company co-invests through Credit Fund. Investment opportunities for Credit Fund are sourced primarilyII'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 its affiliates.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’s investment committeeFund II’s board members consisting of an equal number of representativesat least one of the CompanyCompany's representatives and Credit Partners.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 (the “Credit(“Credit Fund II Sub”), MMCF CLO 2019-2, LLC (the “2019-2 Issuer”) and MMCF Warehouse II, LLC (the “Credit Fund Warehouse II”), each a Delaware limited liability company, werewas formed on April 5, 2016, November 26, 2018 and August 16, 2019, respectively.September 4, 2020. Credit Fund II Sub the 2019-2 Issuer, and Credit Fund Warehouse II areis a wholly owned subsidiariessubsidiary of Credit Fund II and areis consolidated in Credit Fund’sFund II’s consolidated financial statements commencing from the date of their respective formations. In August 2021, the 2019-2 Notes, as defined below, were redeemed and repaid in full.its formation. Credit Fund II Sub and Credit Fund Warehouse II primarily investholds investments in first lien loans of middle market companies.companies, which are pledged as security for the Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the Company.II Senior Notes. Refer to “Debt” below“Credit Fund II Senior Notes” in this Note 6 for discussions regarding the credit facilities entered into and the notes issued by such wholly-owned subsidiaries.Credit Fund II Sub.
Credit Fund II, the Company and Credit PartnersCCLF 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
60


managers of Credit Fund II, and is reimbursed by Credit Fund II for its costs and expenses and Credit Fund’sFund II’s allocable portion of overhead incurred by the Credit Fund II Administrative Agent in performing its obligations thereunder.
Selected Financial Data
Since inception of Credit Fund II and through September 30, 2023, 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, 2023 and December 31, 2022.
As of
September 30, 2023December 31, 2022
Selected Consolidated Balance Sheet Information:
ASSETS
Investments, at fair value (amortized cost of $245,252 and $250,134, respectively)$231,904 $244,739 
Cash and cash equivalents(1)
12,295 2,078 
Other assets2,518 5,825 
Total assets$246,717 $252,642 
LIABILITIES AND MEMBERS’ EQUITY
Notes payable, net of unamortized debt issuance costs of $710 and $783, respectively$156,790 $156,717 
Other liabilities10,425 9,212 
Total members' equity(2)
79,502 86,713 
Total liabilities and members’ equity$246,717 $252,642 
(1)As of September 30, 2023 and December 31, 2022, all of Credit Fund II's cash and cash equivalents was restricted.
(2)As of September 30, 2023 and December 31, 2022, the fair value of Company's ownership interest in the members' equity was $66,888 and $72,957, respectively.
Three months ended September 30,Nine months ended September 30,
 2023202220232022
 (unaudited)(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$7,123 $5,183 $20,663 $14,263 
Expenses
Interest and credit facility expenses3,300 2,076 9,383 4,756 
Other expenses241 199 708 545 
Total expenses3,541 2,275 10,091 5,301 
Net investment income (loss)3,582 2,908 10,572 8,962 
Net realized gain (loss) on investments69 — 69 — 
Net change in unrealized appreciation (depreciation) on investments(342)(908)(7,953)(3,508)
Net increase (decrease) resulting from operations$3,309 $2,000 $2,688 $5,454 

90
61


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, 2023 and December 31, 2022:
As of
 September 30, 2023December 31, 2022
Senior secured loans(1)
$249,300 $253,310 
Number of portfolio companies in Credit Fund II35 35 
Average amount per portfolio company(1)
$7,123 $7,237 
Number of loans on non-accrual status— 
Fair value of loans on non-accrual status$— $— 
Percentage of portfolio at floating interest rates(2)(3)
97.9 %97.9 %
Percentage of portfolio at fixed interest rates(3)
2.1 %2.1 %
Fair value of loans with PIK provisions$2,663 $10,787 
Percentage of portfolio with PIK provisions(3)
1.1 %4.4 %
(1)At par/principal amount.
(2)Floating rate debt investments are generally subject to interest rate floors.
(3)Percentages based on fair value.
62




Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (89.4% of fair value)
Alpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR6.00%11.47%11/30/2026$3,242 $3,132 $3,091 
American Physician Partners, LLC^(2)(3)(7)(8)(9)Healthcare & PharmaceuticalsSOFR10.25% (100% PIK)15.65%8/5/202210,181 9,078 — 
Appriss Health, LLC^(2)(3)(7)Healthcare & PharmaceuticalsSOFR6.75%12.23%5/6/20277,465 7,356 7,400 
Ascend Buyer, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR6.40%11.94%9/30/20289,008 8,871 8,882 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)(7)SoftwareSOFR6.00%11.58%12/24/20264,289 4,232 4,109 
BMS Holdings III Corp.^(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/20263,216 3,177 3,128 
Chartis Holding, LLC^(2)(3)(7)Business ServicesSOFR5.00%10.52%5/1/20259,746 9,738 9,723 
Comar Holding Company, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR5.75%11.31%6/18/20248,575 8,551 7,330 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.00%10.25%7/2/20268,557 8,479 8,527 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR7.00%12.25%7/2/20261,297 1,294 1,295 
Dwyer Instruments, Inc.^(2)(3)(7)Capital EquipmentSOFR5.75%11.22%7/21/20279,839 9,795 9,845 
EvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%11.22%6/7/20258,527 8,524 8,333 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesSOFR5.00%10.53%12/13/20249,740 9,727 9,668 
Hoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsSOFR5.00%10.51%11/15/20286,398 6,231 5,900 
HS Spa Holdings Inc.^(2)(3)Consumer ServicesSOFR5.75%11.07%6/2/20298,540 8,400 8,482 
Integrity Marketing Acquisition, LLC^(2)(3)(7)Diversified Financial ServicesSOFR6.05%11.57%8/27/20264,833 4,719 4,778 
Integrity Marketing Acquisition, LLC^(2)(3)(7)Diversified Financial ServicesSOFR6.02%11.54%8/27/20264,500 4,378 4,447 
Material Holdings, LLC^(2)(3)(7)Business ServicesSOFR6.00%11.49%8/19/20277,840 7,779 7,441 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseSOFR6.25%11.64%6/1/20277,840 7,721 6,034 
NMI AcquisitionCo, Inc.^(2)(3)(7)High Tech IndustriesSOFR5.75%11.17%9/6/20259,924 9,897 9,838 
PF Atlantic Holdco 2, LLC^(2)(3)(7)Leisure Products & ServicesSOFR5.50%11.06%11/12/20279,874 9,620 9,854 
PXO Holdings I Corp.^(2)(3)(7)Chemicals, Plastics & RubberSOFR5.50%11.03%3/8/20289,924 9,777 9,676 
Radwell Parent, LLC^(2)(3)WholesaleSOFR6.75%12.14%4/1/20297,548 7,478 7,573 
RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%11.03%11/1/20269,927 9,801 9,851 
Spotless Brands, LLC^(2)(3)(7)Consumer ServicesSOFR6.50%11.99%7/25/20285,000 4,923 4,986 
Tank Holding Corp.^(2)(3)(7)Capital EquipmentSOFR5.75%11.17%3/31/20283,832 3,759 3,718 
TCFI Aevex LLC^(2)(3)(7)Aerospace & DefenseSOFR6.00%11.42%3/18/20261,671 1,655 1,661 
Turbo Buyer, Inc.^(2)(3)(10)AutomotiveSOFR6.00%11.42%12/2/20257,947 7,864 7,851 
U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%11.29%11/30/20246,121 6,117 6,044 
US INFRA SVCS Buyer, LLC^(2)(3)(7)Environmental IndustriesSOFR6.50%, 0.25% PIK12.20%4/13/20262,875 2,848 2,663 
63


Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Westfall Technik, Inc.^(2)(3)(7)Chemicals, Plastics & RubberSOFR6.75%12.29%9/13/2024$6,366 $6,336 $5,849 
Wineshipping.com LLC^(2)(3)(7)Beverage & FoodSOFR5.75%11.31%10/29/20279,874 9,577 9,355 
First Lien Debt Total$220,834 $207,332 
Second Lien Debt (10.6% of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)(10)Aerospace & DefenseSOFR8.25%13.64%1/17/2028$5,514 $5,435 $5,569 
AP Plastics Acquisition Holdings, LLC^(2)(3)(7)Chemicals, Plastics & RubberSOFR7.50%12.92%8/10/20294,500 4,425 4,375 
AQA Acquisition Holdings, Inc.^(2)(3)(7)High Tech IndustriesSOFR7.50%12.97%3/3/20295,000 4,902 4,928 
Quartz Holding Company^(2)(7)SoftwareSOFR8.00%13.42%4/2/20274,852 4,801 4,782 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20274,918 4,855 4,918 
Second Lien Debt Total$24,418 $24,572 
Total Investments$245,252 $231,904 
^ 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, 2023, the geographical composition of investments as a percentage of fair value was 4.2% in Canada, 1.8% in Luxembourg, 2.4% in the United Kingdom and 91.6% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either 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, 2023. As of September 30, 2023, the reference rates for Credit Fund II's variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.40%, and the 180-day SOFR at 5.47%.
(3)Loan includes interest rate floor feature, which generally ranges from 0.50% to 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund II, pursuant to Credit Fund II’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited 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%.
(8)Loan is in forbearance as of September 30, 2023.
(9)Loan was on non-accrual status as of September 30, 2023.
(10)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
64



Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (90.0% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassLIBOR5.00%9.75%12/19/2025$9,844 $9,833 $9,787 
Alpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR5.50%9.76%11/30/20263,292 3,188 3,170 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsSOFR6.75%, 3.50% PIK14.67%2/15/20239,074 9,074 7,833 
Appriss Health, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR7.25%11.54%5/6/20277,502 7,375 7,214 
Apptio, Inc.^(2)(3)SoftwareLIBOR6.00%9.94%1/10/20255,357 5,314 5,357 
Ascend Buyer, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR6.25%10.67%9/30/20289,077 8,924 8,917 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareLIBOR6.00%10.32%12/24/20264,311 4,243 4,074 
BMS Holdings III Corp.^(2)(3)Construction & BuildingLIBOR5.50%10.23%9/30/20263,241 3,194 3,183 
Chartis Holding, LLC^(2)(3)Business ServicesLIBOR5.00%9.77%5/1/20259,822 9,810 9,757 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassLIBOR5.75%10.47%6/18/20248,621 8,573 8,334 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.50%9.17%7/2/20268,623 8,527 8,539 
Dwyer Instruments, Inc.^(2)(3)Capital EquipmentLIBOR6.00%10.74%7/21/20279,914 9,863 9,761 
EvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%10.09%6/7/20258,621 8,617 8,469 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesLIBOR5.25%9.95%12/13/20249,848 9,828 9,789 
Hoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR5.50%10.11%11/15/20286,447 6,261 6,094 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.05%9.95%8/27/20254,870 4,717 4,708 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%8/27/20254,534 4,369 4,371 
K2 Insurance Services, LLC^(2)(3)Diversified Financial ServicesLIBOR5.00%9.73%7/1/20268,922 8,833 8,836 
Material Holdings, LLC^(2)(3)Business ServicesSOFR6.00%10.67%8/19/20277,900 7,829 7,547 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseLIBOR6.25%10.98%6/1/20277,900 7,760 6,563 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesLIBOR5.75%10.13%9/6/20258,617 8,617 8,394 
PF Atlantic Holdco 2, LLC^(2)(3)Leisure Products & ServicesLIBOR5.50%10.25%11/12/20279,950 9,657 9,776 
QW Holding Corporation^(2)(3)Environmental IndustriesLIBOR5.50%9.64%8/31/20269,947 9,808 9,775 
Riveron Acquisition Holdings, Inc.^(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/20258,090 8,018 8,090 
RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%9.83%11/1/20268,315 8,215 7,938 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseLIBOR6.00%10.38%3/18/20261,684 1,664 1,539 
Turbo Buyer, Inc.^(2)(3)AutomotiveLIBOR6.00%11.15%12/2/20258,009 7,901 7,866 
U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%10.33%11/30/20246,170 6,163 6,057 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%, 0.25% PIK11.47%4/13/20263,113 3,075 2,954 
Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberSOFR6.25%10.83%9/13/20246,416 6,364 6,280 
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Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Wineshipping.com LLC^(2)(3)Beverage & FoodLIBOR5.75%10.15%10/29/2027$9,950 $9,608 $9,161 
First Lien Debt Total$225,222 $220,133 
Second Lien Debt (10.0%) of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)Aerospace & DefenseLIBOR8.25%12.92%1/17/2028$5,514 $5,425 $5,679 
AP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%11.85%8/10/20294,500 4,419 4,318 
AQA Acquisition Holdings, Inc.^(2)(3)High Tech IndustriesLIBOR7.50%12.23%3/3/20295,000 4,893 4,760 
Quartz Holding Company^(2)SoftwareLIBOR8.00%12.38%4/2/20274,850 4,792 4,656 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20275,465 5,383 5,193 
Second Lien Debt Total$24,912 $24,606 
Total Investments$250,134 $244,739 
^ Denotes that all or a portion of the assets are owned by Credit Fund II Sub. Credit Fund II Sub has entered into the Credit Fund II Sub Notes. The lenders of the Credit Fund II Sub Notes have a first lien security interest in substantially all of the assets of Credit Fund II Sub. Accordingly, such assets are not available to creditors of Credit Fund II.
(1)    Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2022, the geographical composition of investments as a percentage of fair value was 3.5% in Canada, 1.7% 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, 2022. As of December 31, 2022, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 4.39%, the 90-day LIBOR at 4.77%, the 180-day LIBOR at 5.14%, the 30-day SOFR at 4.36%, and the 90-day SOFR at 4.59%.
(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 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 unaudited 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 0.26%.

Credit Fund II Senior Notes
On November 3, 2020 and as amended on December 29, 2021, June 30, 2022 and August 4, 2023, 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 totaled $147,500 and bear interest at a rate of Term SOFR plus 2.85%, and amounts issued for the Class A-2 notes totaled $10,000 and bear interest at Term SOFR plus 3.35%. The A-1 Notes were rated AAA, and the A-2 Notes were rated AA by DBRS Morningstar. The terms of the Credit Fund II Senior Notes provide that as loans pay down, up to $100,000 is available from principal proceeds for reinvestment, and then the investment principal proceeds are used to directly pay down the principal balance on the Credit Fund II Senior Notes. As of September 30, 2023 and December 31, 2022, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.
7. BORROWINGS
The Company is party to the Credit Facility, as described below. In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 150% after such borrowing. For the purposes of the asset coverage ratio under the Investment Company Act, the Preferred Stock, as defined in Note 1, is considered a senior security and is included in the denominator of the calculation. As of September 30, 2023 and December 31, 2022, asset coverage was 181.14% and 176.79%, respectively, and the Company is in compliance with all covenants and other requirements of the credit facility agreement.
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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, November 8, 2019, October 28, 2020, October 11, 2021, May 25, 2022, and August 31, 2023. The maximum principal amount of the Credit Facility is $790,000, ($745,000 prior to the August 31, 2023 amendment and $688,000 prior to April 21, 2023), pursuant to the terms of the agreement, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased to $1,185,000 ($900,000 prior to the August 31, 2023 amendment), through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $50,000 limit for swingline loans and a $20,000 limit for letters of credit. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either (i) a term benchmark rate of the Adjusted Term SOFR Rate, the Adjusted Euribor Rate, or the applicable Local Rate, as the case may be, or (ii) an Alternate Base Rate (which is the highest of (a) the Prime Rate, (b) the NYFRB Rate plus 0.50%, or (c) the Adjusted Term SOFR Rate for one month plus 1.00%) plus an applicable margin, each capitalized term as defined in the Credit Facility. The applicable margin for a term benchmark rate loan will be up to 1.875% and for an Alternate Base Rate loan will be up to 0.875%, in each case depending on the level of the Gross Borrowing Base compared to the Combined Debt Amount. The Company may elect either the term benchmark rate or the Alternative Base Rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts under the Credit Facility and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then-applicable margin under the Credit Facility while the letter of credit is outstanding. The availability period under the Credit Facility will terminate on August 31, 2027 (May 25, 2026 prior to the August 31, 2023 amendment) and the Credit Facility will mature on August 31, 2028 (May 25, 2027 prior to the August 31, 2023 amendment). On May 25, 2026, $135,000 of the $790,000 principal amount will terminate. During the period from May 25, 2026 to August 31, 2028, the Company will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of the Credit Facility.
Below is a summary of the borrowings and repayments under the Credit Facility for the three and nine months ended September 30, 2023 and 2022, and the outstanding balances under the Credit Facility for the respective periods.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Outstanding Borrowing, beginning of period$400,241 $443,395 $440,441 $407,655 
Borrowings34,000 111,011 108,792 313,511 
Repayments(65,267)(125,000)(183,408)(284,746)
Foreign currency translation(2,718)(5,447)431 (12,461)
Outstanding Borrowing, end of period$366,256 $423,959 $366,256 $423,959 

The Credit Facility consisted of the following as of September 30, 2023 and December 31, 2022:
 Total FacilityBorrowings Outstanding
Unused 
Portion(1)
Amount Available(2)
September 30, 2023$790,000 $366,256 $423,744 $337,573 
December 31, 2022$688,000 $440,441 $247,559 $247,559 
(1)The unused portion is the amount upon which commitment fees are based.
(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.


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For the three and nine months ended September 30, 2023 and 2022, the components of interest expense and credit facility fees were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Interest expense$6,932 $4,292 $21,291 $9,395 
Facility unused commitment fee354 175 842 805 
Amortization of deferred financing costs and debt issuance costs194 271 549 746 
Total interest expense and credit facility fees$7,480 $4,738 $22,682 $10,946 
Cash paid for interest expense and credit facility fees$7,407 $2,242 $22,559 $7,717 
Weighted average principal debt outstanding$377,040 $423,487 $414,993 $385,509 
Weighted average interest rate(1)
7.19 %3.97 %6.78 %3.21 %
(1)Excludes facility unused commitment fee and amortization of deferred financing costs and debt issuance costs.

As of September 30, 2023 and December 31, 2022, the components of interest and credit facilities payable were as follows:
As of
September 30, 2023December 31, 2022
Interest expense payable$269 $1,131 
Unused commitment fees payable139 — 
Interest and credit facilities payable$408 $1,131 
Weighted average interest rate (based on floating benchmark rates)7.22 %6.04 %
Senior Notes
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes due December 31, 2024. 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 4.50% 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 and nine months ended September 30, 2023 was $2,209 and $6,627, respectively. Interest expense on the Senior Notes for the three and nine months ended September 30, 2022 was $2,210 and $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, 2023 and December 31, 2022, the Company was in compliance with these terms and conditions.
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2015-1R Notes
On June 26, 2015, the Company completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by the 2015-1 Issuer, a wholly-owned and consolidated subsidiary of the Company. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of $273,000 in notes that were issued at par and were scheduled to mature on July 15, 2027. The Company received 100% of the $125,900 in nominal value of the non-interest bearing preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase agreement.
On August 30, 2018, the Company and the 2015-1 Issuer closed the 2015-1 Debt Securitization Refinancing. On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer, refinanced the 2015-1 Notes to the 2015-1R Notes, reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 to approximately $104,525 and extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively.
On June 30, 2023, the 2015-1R Notes were amended to transition the benchmark rate to the Term SOFR Rate plus a Term SOFR adjustment (LIBOR prior to the 2015-1R Effective Date, as defined). The amendment was effective at the commencement of the next succeeding interest accrual period following the date of the amendment (the “2015-1R Effective Date”).
The 2015-1R Notes consist of:
(a) $234,800 AAA Class A-1-1-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.55%;
(b) $50,000 AAA Class A-1-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.78%;
(c) $25,000 AAA Class A-1-3-R Notes, which bear interest at 4.56%;
(d) $66,000 Class A-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 2.20%;
(e) $46,400 single-A Class B Notes which bear interest at the three-month SOFR plus a Term SOFR adjustment and 3.15%; and
(f) $27,000 BBB- Class C Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 4.00%.
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.
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 under a collateral management agreement (“the Collateral Management Agreement”) of the 2015-1 Issuer and in accordance with the Company’s investment strategy.
Pursuant to the Collateral Management Agreement, the 2015-1 Issuer pays management fees (comprised of base management fees, subordinated management fees and incentive management fees) to the Investment Adviser for rendering collateral management services. As per the Collateral Management Agreement, for the period the Company retains all of the 2015-1 Issuer Preferred Interests, the Investment Adviser does not earn management fees for providing such collateral management services. The Company currently retains all of the 2015-1 Issuer Preferred Interests, thus the Investment Adviser
69


did not earn any management fees from the 2015-1 Issuer for the three and nine months ended September 30, 2023 and 2022. 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, 2023, the Company was in compliance with its undertaking.
As of September 30, 2023, the 2015-1R Notes were secured by 76 first lien and second lien senior secured loans with a total fair value of approximately $550,607 and cash of $35,503. 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.
The carrying value of the 2015-1R Notes as of September 30, 2023 and December 31, 2022 is $447,214 and $447,029, respectively. The carrying value is presented net of unamortized debt issuance costs of $1,986 and $2,171 as of September 30, 2023 and December 31, 2022, respectively.
For the nine months ended September 30, 2023 and 2022 the effective annualized weighted average interest rates, which include amortization of debt issuance costs on the 2015-1R Notes, were 7.03% and 3.27%, respectively, based on benchmark rates. As of September 30, 2023 and December 31, 2022, the weighted average interest rates were 7.41% and 6.00%, respectively, based on benchmark rates.
For the three and nine months ended September 30, 2023 and 2022, the components of interest expense on the 2015-1R Notes were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Interest expense$8,436 $4,927 $23,777 $10,964 
Amortization of deferred financing costs and debt issuance costs62 62 186 185 
Total interest expense and credit facility fees$8,498 $4,989 $23,963 $11,149 
Cash paid for interest expense$8,080 $5,293 $22,464 $10,558 

As of September 30, 2023 and December 31, 2022, $6,932 and $5,618, respectively, of interest expense was included in interest and credit facility fees payable.

8. COMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of September 30, 2023 and December 31, 2022:
Payment Due by PeriodSeptember 30, 2023December 31, 2022
Less than one year$— $— 
1-3 years252,081 190,000 
3-5 years304,175 440,441 
More than 5 years449,200 449,200 
Total$1,005,456 $1,079,641 
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, 2023 and December 31, 2022 for any such exposure.
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The Company has in the past, currently is and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:
 Par / Principal Amount as of
 September 30, 2023December 31, 2022
Unfunded delayed draw commitments$72,421 $83,743 
Unfunded revolving loan commitments69,247 74,463 
Total unfunded commitments$141,668 $158,206 

9. NET ASSETS
The Company has the authority to issue 198,000,000 shares of common stock, par value $0.01 per share, of which 50,794,941 was issued and outstanding as of September 30, 2023, and 2,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”), which are fully issued and outstanding as of September 30, 2023.
Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. The Preferred Stock has a liquidation preference equal to $25 per share (the “Liquidation Preference”) plus any accumulated but unpaid dividends up to but excluding the date of distribution. Dividends are payable on a quarterly basis in an initial amount equal to 7.00% per annum of the Liquidation Preference per share, payable in cash, or at the Company’s option, 9.00% per annum of the Liquidation Preference payable in additional shares of Preferred Stock. After May 5, 2027, the dividend rate will increase annually, in each case by 1.00% per annum.
The Preferred Stock is convertible, in whole or in part, at the option of the holder of the Preferred Stock into the number of shares of common stock equal to the Liquidation Preference plus any accumulated but unpaid dividends, divided by an initial conversion price of $9.50, subject to certain adjustments to prevent dilution as set forth in the Company's articles supplementary (the “Articles Supplementary”) that establishes the terms of the Preferred Stock. The conversion price as of September 30, 2023 was $9.15. Effective as of May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, has the option to redeem all of the Preferred Stock for cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends. The holders of the Preferred Stock have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. Effective as of May 5, 2027, the holders of the Preferred Stock have the option to require the Company to redeem any or all of the then-outstanding Preferred Stock upon 90 days’ notice. The form of consideration used in any such redemption is at the option of the Board of Directors, including a majority of the Independent Directors, and may be cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends, or shares of common stock. Holders also have the right to redeem the Preferred Stock upon a Change in Control (as defined in the Articles Supplementary).
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The following table summarizes the Company’s dividends declared on the Preferred Stock during the two most recent fiscal years and the current fiscal year to-date. Unless otherwise noted, dividends were declared and paid, or are payable, in cash.
Date DeclaredRecord DatePayment DatePer Share Amount
2021
March 31, 2021March 31, 2021March 31, 2021$0.438 
June 30, 2021June 30, 2021June 30, 2021$0.438 
September 30, 2021September 30, 2021September 30, 2021$0.438 
December 29, 2021December 31, 2021December 31, 2021$0.438 
Total$1.752 
2022
March 25, 2022March 31, 2022March 31, 2022$0.438 
June 27, 2022June 30, 2022June 30, 2022$0.438 
September 22, 2022September 30, 2022September 30, 2022$0.438 
December 16, 2022December 30, 2022December 30, 2022$0.438 
Total$1.752 
2023
March 23, 2023March 31, 2023March 31, 2023$0.438 
June 27, 2023June 30, 2023June 30, 2023$0.438 
September 19, 2023September 29, 2023September 29, 2023$0.438 
Total$1.314 
Company Stock Repurchase Program
On November 2, 2023, the Company's Board of Directors approved the continuation of the Company's stock repurchase program (the “Company Stock Repurchase Program”) until November 5, 2024, or until the approved dollar amount has been used to repurchase shares of common stock. On August 1, 2022, the Company’s Board of Directors approved to increase 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, 2023, the Company has repurchased 11,773,718 shares of the Company's common stock at an average cost of $13.40 per share, or $157,737 in the aggregate, resulting in accretion to net assets per share of $0.65.
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Changes in Net Assets
For the three months ended September 30, 2023, the Company did not repurchase and extinguish shares. For the nine months ended September 30, 2023, the Company repurchased and extinguished 265,195 shares for $3,993. The following tables summarize capital activity for the three and nine months ended September 30, 2023:
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering
Costs
Accumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, July 1, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$50,393 $(150,375)$(67,446)$899,681 
Repurchase of common stock— — — — — — — — — — 
Net investment income (loss)— — — — — — 27,111 — — 27,111 
Net realized gain (loss)— — — — — — — 264 — 264 
Net change in unrealized appreciation (depreciation)— — — — — — — — 2,612 2,612 
Dividends declared on common stock and preferred stock— — — — — — (23,224)— — (23,224)
Balance, September 30, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$54,280 $(150,111)$(64,834)$906,444 
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, January 1, 20232,000,000 $50,000 51,060,136 $511 $1,022,224 $(1,633)$43,097 $(129,061)$(67,715)$917,423 
Repurchase of common stock— — (265,195)(3)(3,990)— — — — (3,993)
Net investment income (loss)— — — — — — 80,856 — — 80,856 
Net realized gain (loss)— — — — — — — (21,050)— (21,050)
Net change in unrealized appreciation (depreciation)— — — — — — — — 2,881 2,881 
Dividends declared on common stock and preferred stock— — — — — — (69,673)— — (69,673)
Balance, September 30, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$54,280 $(150,111)$(64,834)$906,444 
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For the three and nine months 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 months ended September 30, 2022:
 Preferred Stock 
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, July 1, 20222,000,000 $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, 20222,000,000 $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 ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, January 1, 20222,000,000 $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— — — — — — (65,211)— — (65,211)
Balance, September 30, 20222,000,000 $50,000 51,616,772 $517 $1,031,322 $(1,633)$32,893 $(122,390)$(55,058)$935,651 
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:
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Three months ended September 30,
 20232022
 Basic
Diluted(1)
Basic
Diluted(1)
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$29,112 $29,987 $36,955 $37,830 
Weighted-average common shares outstanding50,794,941 55,993,539 51,863,022 57,182,634 
Basic and diluted earnings per share$0.57 $0.54 $0.71 $0.66 
(1)Diluted earnings per share were anti-dilutive for the period presented.
Nine months ended September 30,
20232022
BasicDilutedBasicDiluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$60,062 $62,687 $70,553 $73,178 
Weighted-average common shares outstanding50,825,315 56,289,108 52,388,355 57,707,967 
Basic and diluted earnings per share$1.18 $1.11 $1.35 $1.27 
The following table summarizes our updates to our dividend policy. Our dividend policy is subject to change by the Board of Directors in its sole discretion at any time.
Record DateBase Dividend Per Share
September 30, 2020$0.32 
September 30, 2022$0.34 
December 30, 2022$0.36 
March 31, 2023$0.37 
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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 DeclaredRecord DatePayment DatePer Common Share Amount
February 22, 2021March 31, 2021April 16, 2021$0.32 
February 22, 2021March 31, 2021April 16, 2021$0.05 (1)
May 3, 2021June 30, 2021July 15, 2021$0.32 
May 3, 2021June 30, 2021July 15, 2021$0.04 (1)
August 2, 2021September 30, 2021October 15, 2021$0.32 
August 2, 2021September 30, 2021October 15, 2021$0.06 (1)
November 1, 2021December 31, 2021January 14, 2022$0.32 
November 1, 2021December 31, 2021January 14, 2022$0.07 (1)
February 18, 2022March 31, 2022April 15, 2022$0.32 
February 18, 2022March 31, 2022April 15, 2022$0.08 (1)
May 2, 2022June 30, 2022July 15, 2022$0.32 
May 2, 2022June 30, 2022July 15, 2022$0.08 (1)
August 8, 2022September 30, 2022October 14, 2022$0.34 
August 8, 2022September 30, 2022October 14, 2022$0.06 (1)
October 31, 2022December 30, 2022January 16, 2023$0.36 
October 31, 2022December 30, 2022January 16, 2023$0.08 (1)
February 21, 2023March 31, 2023April 14, 2023$0.37 
February 21, 2023March 31, 2023April 14, 2023$0.07 (1)
May 4, 2023June 30, 2023July 18, 2023$0.37 
May 4, 2023June 30, 2023July 18, 2023$0.07 (1)
August 3, 2023September 29, 2023October 17, 2023$0.37 
August 3, 2023September 29, 2023October 17, 2023$0.07 (1)
(1)Represents a special/supplemental dividend.

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10. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of consolidated financial highlights for the nine months ended September 30, 2023 and 2022:
 Nine months ended September 30,
 20232022
Per Common Share Data:
Net asset value per common share, beginning of period$16.99 $16.91 
Net investment income (loss)(1)
1.54 1.45 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities(0.36)(0.10)
Net increase (decrease) in net assets resulting from operations1.18 1.35 
Dividends declared(2)
(1.32)(1.20)
Other(3)
— 0.01 
Accretion due to share repurchases0.01 0.09 
Net asset value per common share, end of period$16.86 $17.16 
Market price per common share, end of period$14.50 $11.44 
Number of common shares outstanding, end of period50,794,941 51,616,772 
Total return based on net asset value(4)
8.41 %8.57 %
Total return based on market price(5)
10.70 %(7.94)%
Net assets attributable to Common Stockholders, end of period$856,444 $885,651 
Ratio to average net assets attributable to Common Stockholders(6):
Expenses before incentive fees9.47 %6.35 %
Expenses after incentive fees11.40 %8.16 %
Net investment income (loss)9.40 %8.82 %
Interest expense and credit facility fees6.20 %3.23 %
Ratios/Supplemental Data:
Asset coverage, end of period181.14 %179.56 %
Portfolio turnover8.24 %25.70 %
Weighted-average common shares outstanding50,825,315 52,388,355 
(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 9, Net Assets).
(3)Includes the impact of different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding and certain per share data based on the shares outstanding as of a period end or transaction date.
(4)Total return based on net asset value (not annualized) is based on the change in net asset value per common share during the 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.
(5)Total return based on market value (not annualized) is calculated as the change in market value per common share during the period plus the declared dividends on common stock, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning market price for the period.
(6)These ratios to average net assets attributable to Common Stockholders have not been annualized.

11. LITIGATION
The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of September 30, 2023 and December 31, 2022, 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.
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In addition, portfolio investments of the Company could be the subject of litigation or regulatory investigations in the ordinary course of business. The Company does not believe that the outcome of any current contingent liabilities of its portfolio investments, if any, will materially affect the Company or these consolidated financial statements.

12. TAX
The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of September 30, 2023 and December 31, 2022.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. The Company's federal tax returns are generally subject to examination by the Internal Revenue service for a period of three years after they are filed.
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 months ended September 30, 2023 and 2022 was as follows:
 Nine months ended September 30,
 20232022
Ordinary income$69,673 $65,211 
Tax return of capital$— $— 
13. SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the unaudited consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the unaudited consolidated financial statements were issued, except as disclosed below and elsewhere in the unaudited consolidated financial statements.
On November 2, 2023, the Board of Directors declared a base quarterly common dividend of $0.37 per share plus a supplemental common dividend of $0.07 per share, which are payable on January 18, 2024 to common stockholders of record on December 29, 2023.
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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 Quarterly Report on Form 10-Q (“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 Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “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, including as a result of large scale global events such as the 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;
the impact of any protracted decline in the liquidity of credit markets on our business;
the impact of fluctuations in interest rates on our business, including from the discontinuation of LIBOR and the implementation of alternatives to LIBOR;
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
the impact of supply chain constraints on our portfolio companies and the global economy;
the current inflationary environment, 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
our contractual arrangements and relationships with third parties;
uncertainty surrounding the financial stability of the United States, Europe and China, including a possible shutdown of the U.S. federal government;
uncertainty surrounding Russia’s military invasion of Ukraine and the impact of geopolitical tensions, such as between China and the United States;
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;
the ability to consummate acquisitions;
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;
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;
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currency fluctuations and the adverse effect such fluctuations could have on 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 Carlyle Global Credit Administration L.L.C. (the “Administrator”);
our ability to maintain our status as a business development 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 (together with the rules and regulations promulgated thereunder, 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, 2022 (our “2022 Form 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 2022 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 2022 Form 10-K and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.
Carlyle Secured Lending, Inc., a Maryland corporation, is a specialty finance company that is a closed-end, externally managed, non-diversified management investment company. We have elected to be regulated as a BDC under the Investment Company Act and have operated our business as a BDC since we began our investment activities. For U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Code. We were formed in February 2012, commenced investment operations in May 2013 and began trading on the Nasdaq Global Select Market, under the symbol “CGBD,” upon completion of our initial public offering in June 2017. Our principal executive offices are located at One Vanderbilt Avenue, Suite 3400, New York, New York 10017.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through assembling a portfolio of secured debt investments in U.S. middle market companies. Our core investment strategy focuses on lending to U.S. middle market companies, which we define as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. We seek to achieve our 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 a minority of our assets invested in higher yielding investments (which may include unsecured debt, subordinated 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.
We are externally managed by our Investment Adviser, an investment adviser registered under the Investment Advisers 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
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subsidiary of Carlyle. The Investment Committee is responsible for reviewing and approving our investment opportunities. The members of the Investment Committee include several of the most senior credit professionals within the Global Credit segment, with backgrounds and expertise across multiple asset classes with significant industry experience and tenure. As of September 30, 2023, our Investment Adviser’s investment team included a team of 217 investment professionals across the Carlyle Global Credit segment. The Investment Committee has delegated approval of 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 the 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, relationships and resources of Carlyle, including our Investment Adviser and its affiliates.
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 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 between us and our Investment Adviser (as amended, the “Investment Advisory Agreement”); (ii) debt service and other costs of borrowings or other financing arrangements; (iii) 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 (iv) other operating expenses summarized 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;
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;
commissions and other compensation payable to brokers or dealers;
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U.S. federal, state and local 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 federal and state registration and any applicable listing fees;
the costs of any reports, proxy statements or other notices to our stockholders and the costs of any stockholders’ meetings;
the costs of specialty and custom software for monitoring risk, compliance and overall portfolio;
fidelity bond, 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 decline.
PORTFOLIO AND INVESTMENT ACTIVITY
Below is a summary of certain characteristics of our investment portfolio as of September 30, 2023 and December 31, 2022.
As of
September 30, 2023December 31, 2022
Number of investments171 173 
Number of portfolio companies / investment funds124 134 
Number of industries26 28 
Percentage of total investment fair value:
First lien debt68.4 %68.6 %
Second lien debt12.7 %13.3 %
Total secured debt81.1 %81.9 %
Investment Funds13.5 %13.3 %
Equity investments5.4 %4.8 %
Percentage of debt investment fair value:
Floating rate(1)
98.8 %98.5 %
Fixed interest rate1.2 %1.5 %
(1)Primarily subject to interest rate floors.
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Our investment activity for the three months ended September 30, 2023 and 2022 is presented below (information presented herein is at amortized cost unless otherwise indicated):
 Three months ended September 30,
 20232022
Investments:
Total investments, beginning of period$1,963,144 $1,958,301 
New investments purchased54,316 227,794 
Net accretion of discount on investments2,003 2,835 
Net realized gain (loss) on investments(142)(4,508)
Investments sold or repaid(92,437)(172,235)
Total Investments, end of period$1,926,884 $2,012,187 
Principal amount of investments funded:
First Lien Debt$56,025 $267,262 
Second Lien Debt613 285 
Equity Investments(1)
2,166 14,623 
Total$58,804 $282,170 
Principal amount of investments sold or repaid:
First Lien Debt$(57,832)$(180,937)
Second Lien Debt(28,891)(31,500)
Equity Investments(1)
(1,543)— 
Total$(88,266)$(212,437)
Number of new funded debt investments(2)
16 
Average amount of new funded debt investments$5,651 $16,147 
(1)Based on cost/proceeds of equity activity. The prior period has been conformed to the current presentation.
(2)For the three months ended September 30, 2023 and 2022, 100% of new funded debt investments were at floating interest rates.
As of September 30, 2023 and December 31, 2022, investments consisted of the following:
 September 30, 2023December 31, 2022
 Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
First Lien Debt$1,319,570 $1,270,972 $1,416,343 $1,359,962 
Second Lien Debt241,091 236,975 271,266 262,703 
Equity Investments95,126 101,113 91,269 94,190 
Investment Funds271,097 251,415 271,097 263,022 
Total$1,926,884 $1,860,475 $2,049,975 $1,979,877 

The weighted average yields(1) for our first lien debt, second lien debt and income producing investments, based on the amortized cost and fair value as of September 30, 2023 and December 31, 2022, were as follows:
 September 30, 2023December 31, 2022
 Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
First Lien Debt12.6 %12.9 %11.5 %11.9 %
Second Lien Debt13.7 %13.9 %12.8 %13.2 %
First and Second Lien Debt Total12.8 %13.1 %11.7 %12.1 %
Total Debt and Income Producing Investments(2)
12.7 %13.1 %11.8 %12.2 %
(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, 2023 and December 31, 2022. Weighted average yield on debt and income producing investments 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, divided by (b) total fair value included in such securities. Weighted average yield on debt and income producing investments 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, divided by (b) total amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above. Effective March 31, 2023,
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weighted average yields exclude investments placed on non-accrual status. Prior periods were conformed to the current presentation. Inclusive of all debt and income producing investments and investments on non-accrual status, the weighted average yield on amortized cost was 12.3% and 11.4% as of September 30, 2023 and December 31, 2022, respectively.
(2)Income Producing Investments include Credit Fund and Credit Fund II, as well as income producing equity investments.
Total weighted average yields (which includes the effect of accretion of discount and amortization of premiums) of our first lien debt, second lien debt and income producing investments as measured on an amortized cost basis increased from 11.8% as of December 31, 2022 to 12.7% as of September 30, 2023. The increase in weighted average yields was primarily due to the impact of rising benchmark interest rates.
As of September 30, 2023 and December 31, 2022, four and three of our debt investments, respectively, were on non-accrual status. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2023 and December 31, 2022. The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of September 30, 2023 and December 31, 2022:
 September 30, 2023December 31, 2022
 Fair ValuePercentageFair ValuePercentage
Performing$1,823,875 98.0 %$1,921,945 97.1 %
Non-accrual(1)
36,600 2.0 57,932 2.9 
Total$1,860,475 100.0 %$1,979,877 100.0 %
(1)For information regarding our non-accrual policy, see Note 2, Significant Accounting Policies, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
See the Consolidated Schedules of Investments as of September 30, 2023 and December 31, 2022 in our unaudited consolidated financial statements included in this Quarterly Report on 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 assessment policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as “Internal Risk Ratings”. 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
RatingDefinition
1Borrower is operating above expectations, and the trends and risk factors are generally favorable.
2Borrower is operating generally as expected or at an acceptable level of performance. The level of risk to our initial cost basis 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.
3Borrower 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.
4Borrower 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.
5Borrower 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 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 as of September 30, 2023 and December 31, 2022.
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 September 30, 2023December 31, 2022
 Fair Value% of Fair ValueFair Value% of Fair Value
(dollar amounts in millions)    
Internal Risk Rating 1$27.1 1.8 %$30.7 1.9 %
Internal Risk Rating 21,187.9 78.8 1,280.1 78.8 
Internal Risk Rating 3256.3 17.0 254.0 15.7 
Internal Risk Rating 436.6 2.4 48.6 3.0 
Internal Risk Rating 5— — 9.3 0.6 
Total$1,507.9 100.0 %$1,622.7 100.0 %
As of both September 30, 2023 and December 31, 2022, the weighted average Internal Risk Rating of our debt investment portfolio was 2.2. As of September 30, 2023, four of our debt investments, with an aggregate fair value of $36.6 million were assigned an Internal Risk Rating of 4-5.  As of December 31, 2022, three of our debt investments, with an aggregate fair value of $57.9 million were assigned an Internal Risk Rating of 4-5.
Selected Financial Data
Since inception of Credit Fund and through September 30, 20222023 and December 31, 2021,2022, 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, 20222023 and December 31, 2021.2022.
September 30, 2022December 31, 2021As of
(unaudited) September 30, 2023December 31, 2022
Selected Consolidated Balance Sheet Information
(unaudited) 
Selected Consolidated Balance Sheet Information:Selected Consolidated Balance Sheet Information:
ASSETSASSETSASSETS
Investments, at fair value (amortized cost of $941,134 and $940,092, respectively)$896,207 $926,959 
Investments, at fair value (amortized cost of $809,730 and $953,467, respectively)Investments, at fair value (amortized cost of $809,730 and $953,467, respectively)$755,949 $902,720 
Cash, cash equivalents and restricted cash (1)
Cash, cash equivalents and restricted cash (1)
24,991 54,041 
Cash, cash equivalents and restricted cash(1)
31,011 28,030 
Other assetsOther assets8,340 7,698 Other assets7,914 9,681 
Total assetsTotal assets$929,538 $988,698 Total assets$794,874 $940,431 
LIABILITIES AND MEMBERS’ EQUITYLIABILITIES AND MEMBERS’ EQUITYLIABILITIES AND MEMBERS’ EQUITY
Secured borrowingsSecured borrowings$571,621 $600,651 Secured borrowings$441,221 $588,621 
Other liabilitiesOther liabilities21,122 19,828 Other liabilities31,950 19,940 
Subordinated loans and members’ equity (2)
Subordinated loans and members’ equity (2)
336,795 368,219 
Subordinated loans and members’ equity(2)
321,703 331,870 
Liabilities and members’ equity$929,538 $988,698 
Total liabilities and members’ equityTotal liabilities and members’ equity$794,874 $940,431 
(1)As of September 30, 20222023 and December 31, 2021, $10,9502022, $14,374 and $10,816,$14,393, respectively, of Credit Fund's cash and cash equivalents was restricted.
(2)As of September 30, 20222023 and December 31, 2021,2022, the fair value of the Company’sCompany's ownership interest in the subordinated loans and members’ equity was $189,603$184,527 and $184,141,$190,065, respectively.
For the three month periods endedFor the nine month periods ended
 September 30, 2022September 30, 2021September 30, 2022September 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 expenses6,858 6,701 15,983 17,437 
Other expenses410 510 1,507 1,532 
Total expenses7,268 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 

9153


Three months ended September 30,Nine months ended September 30,
 2023202220232022
 (unaudited)(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$22,753 $18,563 $68,198 $48,049 
Expenses
Interest and credit facility expenses10,491 6,858 31,203 15,983 
Other expenses434 410 1,435 1,507 
Total expenses10,925 7,268 32,638 17,490 
Net investment income (loss)11,828 11,295 35,560 30,559 
Net realized gain (loss) on investments16 (189)(9,693)(189)
Net change in unrealized appreciation (depreciation) on investments1,448 (4,757)(3,034)(31,795)
Net increase (decrease) resulting from operations$13,292 $6,349 $22,833 $(1,425)
Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund'sFund’s portfolio as of September 30, 20222023 and December 31, 2021:2022:
As ofAs of
September 30, 2022December 31, 2021September 30, 2023December 31, 2022
Senior secured loans (1)
Senior secured loans (1)
$942,952 $942,930 
Senior secured loans(1)
$816,447 $955,605 
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 FundNumber of portfolio companies in Credit Fund44 45 Number of portfolio companies in Credit Fund38 45 
Average amount per portfolio company (1)
Average amount per portfolio company (1)
$21,431 $20,954 
Average amount per portfolio company(1)
$21,485 $21,236 
Number of loans on non-accrual statusNumber of loans on non-accrual status— — Number of loans on non-accrual status— 
Fair value of loans on non-accrual statusFair value of loans on non-accrual status$— $— Fair value of loans on non-accrual status$13,591 $— 
Percentage of portfolio at floating interest rates (4)(3)
Percentage of portfolio at floating interest rates (4)(3)
100.0 %100.0 %
Percentage of portfolio at floating interest rates (4)(3)
100.0 %100.0 %
Percentage of portfolio at fixed interest rates (4)
— %— %
Fair value of loans with PIK provisionsFair value of loans with PIK provisions$16,302 $— Fair value of loans with PIK provisions$35,272 $49,950 
Percentage of portfolio with PIK provisions (4)(3)
Percentage of portfolio with PIK provisions (4)(3)
1.8 %— %
Percentage of portfolio with PIK provisions (4)(3)
4.7 %5.5 %
(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 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 primarilygenerally subject to interest rate floors.
(4)(3)Percentages based on fair value.

9254


Consolidated Schedule of Investments as of September 30, 2022
Consolidated Schedule of Investments as of September 30, 2023Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Investments (1)
FootnotesIndustry
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, LLCACR Group Borrower, LLC^+(2)(3)(7)Aerospace & DefenseLIBOR4.50%8.12%3/31/2028$37,278 $36,780 $36,368 ACR Group Borrower, LLC^+(2)(3)(9)Aerospace & DefenseSOFR4.50%9.89%3/31/2028$38,385 $37,966 $38,005 
Acrisure, LLC+(2)(3)Diversified Financial ServicesLIBOR3.50%6.62%2/13/202725,182 25,162 23,294 
Analogic Corporation^+(2)(3)(7)Capital EquipmentLIBOR5.25%8.07%6/22/202420,161 20,150 19,630 
Anchor Packaging, Inc.+(2)(3)Containers, Packaging & GlassLIBOR4.00%7.12%7/18/202624,284 24,210 23,464 
Alpine Acquisition Corp IIAlpine Acquisition Corp II+(2)(3)(6)Transportation: CargoSOFR6.00%11.47%11/30/20269,925 9,528 9,463 
API Technologies Corp.API Technologies Corp.+(2)(3)Aerospace & DefenseLIBOR4.25%7.92%5/9/202614,512 14,471 13,227 API Technologies Corp.+(2)(6)(7)Aerospace & DefenseSOFR4.25%11.75%5/9/202614,400 14,366 8,878 
Aptean, Inc.+(2)(3)SoftwareLIBOR4.25%7.32%4/23/202612,062 12,026 11,459 
Avalign Technologies, Inc.Avalign Technologies, Inc.+(2)(3)Healthcare & PharmaceuticalsLIBOR4.50%7.62%12/22/202514,331 14,259 14,003 Avalign Technologies, Inc.+(2)(6)Healthcare & PharmaceuticalsSOFR4.50%9.92%12/22/202514,182 14,131 13,119 
BMS Holdings III Corp.BMS Holdings III Corp.+(2)(3)Construction & BuildingLIBOR5.50%9.17%9/30/202611,160 11,073 11,002 BMS Holdings III Corp.+(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/202611,046 10,979 10,744 
Bradyifs Holdings, LLCBradyifs Holdings, LLC+(2)(3)(6)WholesaleSOFR6.25%11.68%11/22/20255,966 5,852 5,948 
Chartis Holding, LLCChartis Holding, LLC^+(2)(3)(7)Business ServicesLIBOR5.25%6.38%5/1/20256,911 6,911 6,862 Chartis Holding, LLC^+(2)(3)(6)(9)Business ServicesSOFR5.00%10.52%5/1/20257,311 7,311 7,290 
Chemical Computing Group ULC (Canada)Chemical Computing Group ULC (Canada)^+(2)(3)(7)SoftwareLIBOR4.50%7.64%8/30/202413,805 13,563 13,576 Chemical Computing Group ULC (Canada)^+(2)(3)(6)(9)SoftwareSOFR4.50%9.92%8/30/202411,523 11,423 11,465 
Diligent CorporationDiligent Corporation^+(2)(3)(7)TelecommunicationsLIBOR6.25%9.11%8/4/202510,044 9,855 9,715 Diligent Corporation^+(2)(3)(6)(9)TelecommunicationsSOFR6.25%11.77%8/4/20259,883 9,756 9,745 
Divisions Holding CorporationDivisions Holding Corporation+(2)(3)Business ServicesLIBOR4.75%7.87%5/27/202824,750 24,543 23,667 Divisions Holding Corporation+(2)(3)(6)Business ServicesSOFR4.75%10.18%5/27/202814,080 13,979 13,999 
DTI Holdco, Inc.DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%7.33%4/26/202930,000 29,429 28,450 DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%10.12%4/26/202929,700 29,201 28,802 
Eliassen Group, LLCEliassen Group, LLC+(2)(3)Business ServicesSOFR5.75%9.30%4/14/202819,424 19,187 19,178 Eliassen Group, LLC+(2)(3)Business ServicesSOFR5.50%10.84%4/14/202819,230 19,029 19,153 
EPS Nass Parent, Inc.EPS Nass Parent, Inc.^+(2)(3)(7)Utilities: ElectricLIBOR5.75%9.42%4/19/202833,810 33,208 32,851 EPS Nass Parent, Inc.^+(2)(3)(6)(9)Utilities: ElectricSOFR5.75%11.29%4/19/202834,608 34,115 33,934 
EvolveIP, LLCEvolveIP, LLC^+(2)(3)(6)(7)TelecommunicationsSOFR5.50%9.20%6/7/202540,494 40,460 39,816 EvolveIP, LLC^+(2)(3)(6)TelecommunicationsSOFR5.50%11.22%6/7/202542,720 42,698 41,746 
Exactech, Inc.Exactech, Inc.+(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%6.87%2/14/202521,138 21,071 18,882 Exactech, Inc.+(2)(3)(6)Healthcare & PharmaceuticalsSOFR3.75%9.17%2/14/202520,912 20,873 8,365 
Frontline Technologies Holdings, LLC+(2)(3)SoftwareLIBOR5.75%8.89%9/18/202314,552 14,277 14,552 
GSM Acquisition Corp.GSM Acquisition Corp.^+(2)(3)(6)(7)Leisure Products & ServicesSOFR5.00%8.73%11/16/202630,207 29,944 28,849 GSM Acquisition Corp.+(2)(3)(6)Leisure Products & ServicesSOFR5.00%10.51%11/16/202630,734 30,528 30,217 
Heartland Home Services, Inc+(2)(3)Consumer ServicesLIBOR5.75%8.80%12/15/20267,260 7,171 7,143 
Heartland Home Services, Inc+(2)(3)(7)Consumer ServicesLIBOR6.00%9.12%12/15/202624,317 24,233 24,121 
Higginbotham Insurance Agency, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.25%8.37%11/25/20264,500 4,438 4,417 
Heartland Home Services, Inc.Heartland Home Services, Inc.+(2)(3)(6)Consumer ServicesSOFR5.75%11.07%12/15/20267,187 7,117 7,041 
Heartland Home Services, Inc.Heartland Home Services, Inc.+(2)(3)(6)(9)Consumer ServicesSOFR6.00%11.32%12/15/202624,070 24,004 23,730 
HMT Holding Inc.HMT Holding Inc.^+(2)(3)(6)(7)Energy: Oil & GasSOFR6.25%9.27%11/17/202532,232 32,086 30,289 HMT Holding Inc.^+(2)(3)(6)(9)Energy: Oil & GasSOFR6.00%11.57%11/17/202534,718 34,616 33,740 
Integrity Marketing Acquisition, LLCIntegrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR5.50%8.00%8/27/202544,004 43,572 41,830 Integrity Marketing Acquisition, LLC+(2)(3)(6)Diversified Financial ServicesSOFR6.05%11.57%8/27/202636,664 36,427 36,246 
Integrity Marketing Acquisition, LLCIntegrity Marketing Acquisition, LLC^+(2)(3)(6)Diversified Financial ServicesSOFR6.02%11.54%8/27/20266,897 6,841 6,813 
Jensen Hughes, Inc.Jensen Hughes, Inc.^+(2)(3)(7)Utilities: ElectricLIBOR4.50%7.29%3/22/202434,127 34,097 33,105 Jensen Hughes, Inc.^+(2)(3)(6)(9)Utilities: ElectricSOFR5.75%11.22%3/22/202533,773 33,763 33,534 
K2 Insurance Services, LLC^+(2)(3)(7)Diversified Financial ServicesLIBOR5.00%8.63%7/1/202612,831 12,832 12,780 
KAMC Holdings, Inc.KAMC Holdings, Inc.+(2)(3)Energy: ElectricityLIBOR4.00%7.07%8/14/202613,580 13,540 10,983 KAMC Holdings, Inc.+(2)(6)Energy: ElectricitySOFR4.00%9.72%8/14/202613,440 13,410 11,894 
KBP Investments, LLCKBP Investments, LLC+(2)(3)(7)Beverage & FoodLIBOR5.50%8.40%5/25/202737,173 36,966 34,700 KBP Investments, LLC+(2)(3)(9)Beverage & FoodSOFR5.50%, 1.00% PIK12.02%5/25/202737,418 37,259 35,272 
Odyssey Logistics & Technology Corp.^+(2)(3)Transportation: CargoLIBOR4.00%6.81%10/12/20249,530 9,512 9,196 
North Haven Fairway Buyer, LLCNorth Haven Fairway Buyer, LLC+(2)(3)Consumer ServicesSOFR6.50%11.88%5/17/20286,717 6,562 6,574 
Output Services GroupOutput Services Group^+(2)(3)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK9.80%6/27/202619,168 19,145 13,519 Output Services Group+(2)(3)(7)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK10.82%6/27/202619,360 19,218 3,291 
PF Atlantic Holdco 2, LLCPF Atlantic Holdco 2, LLC+(2)(3)Leisure Products & ServicesLIBOR5.50%8.77%11/12/202715,435 15,196 15,167 PF Atlantic Holdco 2, LLC+(2)(3)(6)Leisure Products & ServicesSOFR5.50%11.06%11/12/202715,279 15,081 15,247 
Premise Health Holding Corp.Premise Health Holding Corp.+(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%7.92%7/10/202513,341 13,312 13,244 Premise Health Holding Corp.+(2)(6)Healthcare & PharmaceuticalsSOFR3.75%9.15%7/10/202513,202 13,183 12,839 
Radiology Partners, Inc.Radiology Partners, Inc.+(2)(6)Healthcare & PharmaceuticalsSOFR4.25%10.18%7/9/202527,627 27,583 20,652 
RevSpring Inc.RevSpring Inc.+(2)(6)Media: Advertising, Printing & PublishingSOFR4.00%9.65%10/11/202528,623 28,540 28,051 
Striper Buyer, LLCStriper Buyer, LLC+(2)(3)Containers, Packaging & GlassSOFR5.50%10.92%12/30/202614,589 14,499 14,491 
Summit Acquisition, Inc.Summit Acquisition, Inc.+(2)(3)Diversified Financial ServicesSOFR6.75%12.14%5/1/20305,955 5,782 5,899 
Tank Holding Corp.Tank Holding Corp.+(2)(3)(6)Capital EquipmentSOFR5.75%11.17%3/31/202819,799 19,324 19,207 
9355


Consolidated Schedule of Investments as of September 30, 2022
Consolidated Schedule of Investments as of September 30, 2023Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Investments (1)
FootnotesIndustry
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 IndustriesLIBOR5.50%8.05%8/31/2026$21,630 $21,483 $21,147 
Radiology Partners, Inc.+(2)(3)Healthcare & PharmaceuticalsLIBOR4.25%7.32%7/9/202527,686 27,619 24,173 
RevSpring Inc.+(2)(3)Media: Advertising, Printing & PublishingLIBOR4.00%7.67%10/11/202528,924 28,803 27,694 
Riveron Acquisition Holdings, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.75%9.42%5/22/202511,314 11,314 11,314 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassLIBOR5.50%8.62%12/30/202614,738 14,625 14,715 
Turbo Buyer, Inc.Turbo Buyer, Inc.+(2)(3)(7)AutomotiveLIBOR6.00%8.88%12/2/202534,339 34,115 33,641 Turbo Buyer, Inc.+(2)(3)(8)(9)AutomotiveSOFR6.00%11.42%12/2/2025$33,987 $33,828 $33,565 
U.S. TelePacific Holdings Corp.U.S. TelePacific Holdings Corp.+(2)(3)(6)TelecommunicationsSOFR1.00%, 7.25% PIK11.32%5/2/20266,957 6,944 2,783 U.S. TelePacific Holdings Corp.^(2)(3)(6)(7)TelecommunicationsSOFR1.25%, 6.00% PIK12.56%5/2/20263,743 3,338 1,422 
USALCO, LLCUSALCO, LLC+(2)(3)Chemicals, Plastics & RubberLIBOR6.00%9.67%10/19/202714,883 14,625 14,300 USALCO, LLC+(2)(3)(6)Chemicals, Plastics & RubberSOFR6.00%11.43%10/19/202714,733 14,518 14,733 
VRC Companies, LLCVRC Companies, LLC^+(2)(3)(7)Business ServicesLIBOR5.50%9.25%6/29/202728,965 28,599 28,093 VRC Companies, LLC^+(2)(3)(9)Business ServicesSOFR5.50%11.13%6/29/202723,561 23,313 23,361 
Welocalize, Inc.Welocalize, Inc.^+(2)(3)(7)Business ServicesLIBOR4.75%7.87%12/23/202433,885 33,617 32,764 Welocalize, Inc.^+(2)(3)(6)(9)Business ServicesSOFR4.75%10.24%12/23/202433,211 33,064 31,722 
WRE Holding Corp.WRE Holding Corp.^+(2)(3)(6)(7)Environmental IndustriesSOFR5.25%8.79%1/3/20258,428 8,426 8,268 WRE Holding Corp.^+(2)(3)(6)(9)Environmental IndustriesSOFR5.00%10.29%1/3/20258,089 8,086 8,033 
Yellowstone Buyer Acquisition, LLCYellowstone Buyer Acquisition, LLC+(2)(3)Consumer Goods: DurableLIBOR5.75%8.80%9/13/202739,600 38,921 37,976 Yellowstone Buyer Acquisition, LLC+(2)(3)(6)Consumer Goods: DurableSOFR5.75%11.20%9/13/202739,200 38,639 37,719 
First Lien Debt TotalFirst Lien Debt Total$935,770 $896,207 First Lien Debt Total$809,730 $755,949 
Equity Investments (0.0% of fair value)
DBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^Transportation: Cargo13,996 5,364 — 
Equity Investments Total$5,364 $— 
Total InvestmentsTotal Investments$941,134 $896,207 Total Investments$809,730 $755,949 

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

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2023, the geographical composition of investments as a percentage of fair value was 1.5% in Canada and 98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either 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, 2023. As of September 30, 2023, the reference rates for Credit Fund’s variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.40%, and the 180-day SOFR at 5.47%.
(3)Loan includes interest rate floor feature, which generally ranges from 0.75% to 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited consolidated financial statements.
(6)Loans include a credit spread adjustment that ranges from 0.10% to 0.43%.
(7)Loan was on non-accrual status as of September 30, 2023.
(8)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
(9)As of September 30, 2023, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$2,835 $(26)
Chartis Holding, LLCRevolver0.50 1,711 (4)
Chemical Computing Group ULC (Canada)Revolver0.50 873 (4)
Diligent CorporationRevolver0.50 415 (6)
EPS Nass Parent, Inc.Revolver0.50 359 (7)
Heartland Home Services, Inc.Revolver0.50 772 (11)
HMT Holding Inc.Revolver0.50 3,351 (86)
Jensen Hughes, Inc.Revolver0.50 2,000 (13)
KBP Investments, LLCDelayed Draw1.00 565 (32)
Turbo Buyer, Inc.Revolver0.50 933 (11)
VRC Companies, LLCRevolver0.50 833 (7)
Welocalize, Inc.Revolver0.50 5,063 (197)
WRE Holding Corp.Revolver0.50 1,123 (7)
Total unfunded commitments$20,833 $(411)
56




Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC^+(2)(3)(7)Aerospace & DefenseLIBOR4.50%9.22%3/31/2028$36,965 $36,488 $36,015 
Acrisure, LLC+#(2)Diversified Financial ServicesLIBOR3.50%7.88%2/13/202725,118 25,099 23,485 
Alpine Acquisition Corp II+(2)(3)(6)Transportation: CargoSOFR5.50%9.76%11/30/202610,000 9,527 9,630 
Analogic Corporation^+(2)(3)(7)Capital EquipmentLIBOR5.25%9.67%6/22/202420,226 20,217 19,725 
Anchor Packaging, Inc.+#(2)Containers, Packaging & GlassLIBOR4.00%8.38%7/18/202622,221 22,157 21,360 
API Technologies Corp.+#(2)Aerospace & DefenseLIBOR4.25%8.98%5/9/202614,475 14,436 13,127 
Aptean, Inc.+#(2)(6)SoftwareSOFR4.25%8.98%4/23/202612,031 11,997 11,475 
Avalign Technologies, Inc.+#(2)(6)Healthcare & PharmaceuticalsSOFR4.50%9.03%12/22/202514,294 14,227 13,382 
BMS Holdings III Corp.+(2)(3)Construction & BuildingLIBOR5.50%10.23%9/30/202611,131 11,049 10,931 
Chartis Holding, LLC+(2)(3)(7)Business ServicesLIBOR5.00%9.77%5/1/20256,893 6,893 6,832 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)
(7)
SoftwareSOFR4.50%8.57%8/30/202413,769 13,559 13,564 
Diligent Corporation^+(2)(3)(7)TelecommunicationsLIBOR6.25%10.63%8/4/20259,880 9,706 9,449 
Divisions Holding Corporation+#(2)(3)Business ServicesLIBOR4.75%9.13%5/27/202824,688 24,488 24,009 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%8.84%4/26/202929,925 29,373 27,363 
Eliassen Group, LLC+(2)(3)Business ServicesSOFR5.50%10.07%4/14/202819,375 19,148 19,150 
EPS Nass Parent, Inc.^+(2)(3)(7)Utilities: ElectricLIBOR5.75%10.48%4/19/202834,104 33,524 32,432 
EvolveIP, LLC^+(2)(3)(6)
(7)
TelecommunicationsSOFR5.50%10.09%6/7/202540,392 40,361 39,633 
Exactech, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%8.13%2/14/202521,081 21,022 17,002 
GSM Acquisition Corp.^+(2)(3)(6)Leisure Products & ServicesSOFR5.00%9.83%11/16/202630,958 30,709 29,636 
Heartland Home Services, Inc.+(2)(3)Consumer ServicesLIBOR5.75%10.10%12/15/20267,242 7,158 7,114 
Heartland Home Services, Inc.+(2)(3)(7)Consumer ServicesLIBOR6.00%10.38%12/15/202624,255 24,176 24,014 
Higginbotham Insurance Agency, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.25%9.63%11/25/20264,477 4,418 4,377 
HMT Holding Inc.^+(2)(3)(6)
(7)
Energy: Oil & GasSOFR5.75%10.15%11/17/202532,148 32,013 30,654 
Integrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR6.05%10.57%8/27/202536,943 36,622 35,614 
Integrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%8/27/20256,949 6,873 6,699 
Jensen Hughes, Inc.+(2)(3)(7)Utilities: ElectricLIBOR4.50%9.43%3/22/202434,584 34,559 33,323 
K2 Insurance Services, LLC+(2)(3)(7)Diversified Financial ServicesLIBOR5.00%9.73%7/1/202612,799 12,799 12,665 
KAMC Holdings, Inc.+#(2)Energy: ElectricityLIBOR4.00%8.73%8/14/202613,545 13,507 10,881 
KBP Investments, LLC+(2)(3)(7)Beverage & FoodSOFR5.50%, 0.50% PIK10.53%5/25/202737,241 37,055 34,326 
Odyssey Logistics & Technology Corp.+#(2)(3)Transportation: CargoLIBOR4.00%8.38%10/12/20249,505 9,489 9,277 
Output Services Group^+(2)(3)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK11.30%6/27/202619,190 19,169 13,097 
PF Atlantic Holdco 2, LLC+(2)(3)Leisure Products & ServicesLIBOR5.50%10.25%11/12/202715,396 15,168 15,126 
Premise Health Holding Corp.+#(2)Healthcare & PharmaceuticalsLIBOR3.75%7.92%7/10/202513,306 13,280 13,199 
57


Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
QW Holding Corporation^+(2)(3)(7)Environmental IndustriesLIBOR5.50%9.64%8/31/2026$21,574 $21,437 $21,105 
Radiology Partners, Inc.+#(2)Healthcare & PharmaceuticalsLIBOR4.25%8.64%7/9/202527,686 27,625 23,201 
RevSpring Inc.+#(2)Media: Advertising, Printing & PublishingLIBOR4.00%8.73%10/11/202528,848 28,737 27,719 
Riveron Acquisition Holdings, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/202511,284 11,284 11,284 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassLIBOR5.50%9.88%12/30/202614,700 14,593 14,604 
Tank Holding Corp.+(2)(3)(6)Capital EquipmentSOFR5.75%10.16%3/31/202819,950 19,410 19,421 
Turbo Buyer, Inc.+(2)(3)(7)AutomotiveLIBOR6.00%11.13%12/2/202534,251 34,044 33,625 
U.S. TelePacific Holdings Corp.+(2)(3)(6)TelecommunicationsSOFR1.00%, 7.25% PIK11.57%5/2/20267,086 7,073 2,527 
USALCO, LLC+(2)(3)Chemicals, Plastics & RubberLIBOR6.00%10.73%10/19/202714,845 14,598 14,118 
VRC Companies, LLC^+(2)(3)(7)Business ServicesLIBOR5.50%10.59%6/29/202728,767 28,418 28,059 
Welocalize, Inc.+(2)(3)(7)Business ServicesLIBOR4.75%9.13%12/23/202433,853 33,615 32,677 
WRE Holding Corp.^+(2)(3)(6)
(7)
Environmental IndustriesSOFR5.00%9.84%1/3/20258,155 8,152 7,892 
Yellowstone Buyer Acquisition, LLC+(2)(3)Consumer Goods: DurableLIBOR5.75%10.07%9/13/202739,500 38,851 37,922 
First Lien Debt Total$948,103 $902,720 
Equity Investments (0.0% of fair value)
DBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^Transportation: Cargo13,996 5,364 — 
Equity Investments Total$5,364 $— 
Total Investments$953,467 $902,720 
^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the “Credit Fund Facility”). Accordingly, such assets are not available to creditors of Credit Fund Sub.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 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,December 31, 2022. As of September 30,December 31, 2022, the reference rates for Credit Fund’sFund's variable rate loans were the 30-day LIBOR at 3.14%4.39%, the 90-day LIBOR at 3.75%4.77%, the 180-day LIBOR at 4.23%5.14%, the 30-day SOFR at 3.04%4.36%, and the 90-day SOFR at 3.59%4.59%.
(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 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 the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.these unaudited consolidated financial statements.
94


(6)Loans include a credit spread adjustment that ranges from 0.10% to 0.26%.
(7)As of September 30,December 31, 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 commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38%$4,289 $(94)
Analogic CorporationRevolver0.50339 (9)
Chartis Holding, LLCRevolver0.502,183 (12)
Chemical Computing Group ULC (Canada)Revolver0.50873 (14)
Diligent CorporationRevolver0.50351 (11)
EPS Nass Parent, Inc.Delayed Draw0.501,488 (39)
EPS Nass Parent, Inc.Revolver1.001,380 (36)
EvolveIP, LLCRevolver0.502,757 (43)
GSM Acquisition Corp.Delayed Draw1.00825 (36)
Heartland Home Services, IncRevolver0.50771 (6)
HMT Holding Inc.Revolver0.506,173 (312)
Jensen Hughes, Inc.Revolver0.502,000 (57)
K2 Insurance Services, LLCRevolver0.501,170 (4)
KBP Investments, LLCDelayed Draw1.002,598 (162)
QW Holding CorporationRevolver0.505,498 (98)
Turbo Buyer, Inc.Revolver0.50933 (18)
VRC Companies, LLCRevolver0.50708 (21)
Welocalize, Inc.Revolver0.503,375 (96)
Welocalize, Inc.Revolver0.502,250 (64)
WRE Holding Corp.Revolver0.50849 (15)
Total unfunded commitments$40,810 $(1,147)


(7)Loans include a credit spread adjustment that ranges from 0.10% to 0.43%.
9558


Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC^+(2)(3)(6)Aerospace & DefenseLIBOR4.25%5.50%3/31/2028$34,477 $33,913 $34,477 
Acrisure, LLC+#(2)(3)Banking, Finance, Insurance & Real EstateLIBOR3.50%3.78%2/13/202725,376 25,353 25,203 
Acrisure, LLC+(2)(3)Banking, Finance, Insurance & Real EstateLIBOR4.25%4.75%2/13/20276,700 6,650 6,687 
Analogic Corporation^+(2)(3)(6)Capital EquipmentLIBOR5.25%6.25%6/22/202419,796 19,781 19,587 
Anchor Packaging, Inc.+#(2)(3)Containers, Packaging & GlassLIBOR4.00%4.10%7/18/202624,472 24,385 24,215 
API Technologies Corp.+#(2)(3)Aerospace & DefenseLIBOR4.25%4.35%5/9/202614,625 14,575 14,251 
Aptean, Inc.+#(2)(3)SoftwareLIBOR4.25%4.35%4/23/202612,157 12,113 12,087 
Avalign Technologies, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR4.50%4.63%12/22/202514,443 14,354 14,320 
Avenu Holdings, LLC+(2)(3)Sovereign & Public FinanceLIBOR5.25%6.25%9/28/202423,350 23,350 23,350 
BMS Holdings III Corp.+(2)(3)Construction & BuildingLIBOR5.50%6.50%9/30/202611,244 11,143 11,071 
Chartis Holding, LLC+(2)(3)(6)Business ServicesLIBOR5.50%6.50%5/1/20256,964 6,964 6,964 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)SoftwareLIBOR4.50%5.50%8/30/202413,912 13,480 13,845 
Chudy Group, LLC^+(2)(3)(6)Healthcare & PharmaceuticalsLIBOR5.75%6.75%6/30/202733,021 32,465 33,657 
Diligent Corporation^+(2)(3)(6)TelecommunicationsLIBOR6.25%7.25%8/4/20259,049 8,816 9,228 
Divisions Holding Corporation+#(2)(3)Business ServicesLIBOR4.75%5.50%5/27/202824,938 24,706 24,953 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesLIBOR4.75%5.75%9/30/202318,495 18,442 18,237 
Eliassen Group, LLC+(2)(3)Business ServicesLIBOR4.50%4.60%11/5/202415,159 15,103 15,152 
EPS Nass Parent, Inc.^+(2)(3)(6)Utilities: ElectricLIBOR5.75%6.75%4/19/202832,846 32,169 32,507 
EvolveIP, LLC^+(2)(3)(6)TelecommunicationsLIBOR5.50%6.50%6/7/202540,196 40,126 39,973 
Exactech, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%4.75%2/14/202521,307 21,221 21,073 
Excel Fitness Holdings, Inc.+#(2)(3)Hotel, Gaming & LeisureLIBOR5.25%6.25%10/7/202524,500 24,336 24,500 
Frontline Technologies Holdings, LLC+(2)(3)SoftwareLIBOR5.25%6.25%9/18/202314,736 14,269 14,736 
GSM Acquisition Corp.^+(2)(3)(6)Hotel, Gaming & LeisureLIBOR5.00%6.00%11/16/202625,623 25,331 25,396 
Heartland Home Services, Inc+(2)(3)(6)Consumer ServicesLIBOR6.00%7.00%12/15/202617,664 17,664 17,735 
HMT Holding Inc.^+(2)(3)(6)Energy: Oil & GasLIBOR5.75%6.75%11/17/202332,484 32,245 31,086 
Integrity Marketing Acquisition, LLC^+(2)(3)(6)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%8/27/202532,853 32,309 32,403 
Jensen Hughes, Inc.+(2)(3)(6)Utilities: ElectricLIBOR4.50%5.50%3/22/202434,392 34,347 33,395 
K2 Insurance Services, LLC+(2)(3)(6)Banking, Finance, Insurance & Real EstateLIBOR5.00%6.00%7/1/202612,929 12,929 12,906 
KAMC Holdings, Inc.+#(2)(3)Energy: ElectricityLIBOR4.00%4.18%8/14/202613,685 13,638 11,450 
KBP Investments, LLC+(2)(3)(6)Beverage, Food & TobaccoLIBOR5.00%5.75%5/25/202736,973 36,599 36,570 
Odyssey Logistics & Technology Corp.+#(2)(3)Transportation: CargoLIBOR4.00%5.00%10/12/20249,605 9,580 9,509 
First Lien Debt—unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$4,515 $(103)
Analogic CorporationRevolver0.50 226 (6)
Chartis Holding, LLCRevolver0.50 2,183 (15)
Chemical Computing Group ULC (Canada)Revolver0.50 873 (12)
Diligent CorporationRevolver0.50 492 (20)
EPS Nass Parent, Inc.Delayed Draw1.00 1,380 (63)
EPS Nass Parent, Inc.Revolver0.50 1,111 (51)
EvolveIP, LLCRevolver0.50 2,757 (49)
Heartland Home Services, Inc.Revolver0.50 771 (7)
HMT Holding Inc.Revolver0.50 6,173 (241)
Jensen Hughes, Inc.Revolver0.50 1,455 (51)
K2 Insurance Services, LLCRevolver0.50 1,170 (11)
KBP Investments, LLCDelayed Draw1.00 565 (44)
QW Holding CorporationRevolver0.50 5,498 (95)
Turbo Buyer, Inc.Revolver0.50 933 (17)
VRC Companies, LLCRevolver0.50 833 (20)
Welocalize, Inc.Revolver0.50 5,625 (168)
WRE Holding Corp.Revolver0.50 1,123 (32)
Total unfunded commitments$37,683 $(1,005)
96


Debt
Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Output Services Group^+(2)(3)Media: Advertising, Printing & PublishingLIBOR4.50%5.50%3/27/2024$19,222 $19,194 $16,467 
Premise Health Holding Corp.+#(2)(3)Healthcare & PharmaceuticalsLIBOR3.50%3.72%7/10/202513,445 13,409 13,419 
Q Holding Company+#(2)(3)AutomotiveLIBOR5.00%6.00%12/31/202321,515 21,421 21,098 
QW Holding Corporation^+(2)(3)(6)Environmental IndustriesLIBOR6.25%7.25%8/31/202414,116 13,887 13,645 
Radiology Partners, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR4.25%4.36%7/9/202527,686 27,603 27,245 
RevSpring Inc.+#(2)(3)Media: Advertising, Printing & PublishingLIBOR4.25%4.47%10/11/202529,149 29,001 29,067 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassLIBOR5.50%6.25%12/30/202614,850 14,720 14,850 
Turbo Buyer, Inc.+(2)(3)(6)AutomotiveLIBOR6.00%7.00%12/2/202513,960 13,960 13,661 
U.S. TelePacific Holdings Corp.+(2)(3)TelecommunicationsLIBOR5.50%6.50%5/2/20236,660 6,643 4,995 
USALCO, LLC+(2)(3)Chemicals, Plastics & RubberLIBOR6.00%7.00%10/19/202714,995 14,704 14,704 
VRC Companies, LLC^+(2)(3)(6)Business ServicesLIBOR5.50%6.25%6/29/202726,520 26,103 26,162 
Welocalize, Inc.+(2)(3)(6)Business ServicesLIBOR4.75%5.75%12/23/202434,201 33,868 33,444 
WRE Holding Corp.^+(2)(3)(6)Environmental IndustriesSOFR5.50%6.50%1/3/20258,740 8,724 8,584 
Yellowstone Buyer Acquisition, LLC+(2)(3)Consumer Goods: DurableLIBOR5.75%6.75%9/13/202739,900 39,135 39,095 
First Lien Debt Total$934,728 $926,959 
Equity Investments (0.0% of fair value)
DBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^Transportation: Cargo13,996 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 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 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%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
97


(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 commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$7,350 $— 
Analogic CorporationRevolver0.50 847 (9)
Chartis Holding, LLCRevolver0.50 2,183 — 
Chemical Computing Group ULC (Canada)Revolver0.50 873 (4)
Chudy Group, LLCDelayed Draw1.00 5,517 88 
Chudy Group, LLCRevolver0.50 1,379 22 
Diligent CorporationDelayed Draw1.00 1,653 26 
Diligent CorporationRevolver0.50 703 11 
EPS Nass Parent, Inc.Delayed Draw1.00 3,136 (29)
EPS Nass Parent, Inc.Revolver0.50 941 (9)
EvolveIP, LLCRevolver0.50 3,360 (17)
GSM Acquisition Corp.Delayed Draw1.00 4,313 (33)
Heartland Home Services, IncRevolver0.50 746 
HMT Holding Inc.Revolver0.50 6,173 (223)
Integrity Marketing Acquisition, LLCDelayed Draw— 7,000 (71)
Integrity Marketing Acquisition, LLCDelayed Draw1.00 4,453 (45)
Jensen Hughes, Inc.Revolver0.50 2,000 (55)
K2 Insurance Services, LLCRevolver0.50 1,170 (2)
KBP Investments, LLCDelayed Draw1.00 503 (5)
KBP Investments, LLCDelayed Draw1.00 2,415 (24)
QW Holding CorporationDelayed Draw1.00 9,338 (162)
QW Holding CorporationRevolver0.50 3,794 (66)
Turbo Buyer, Inc.Revolver0.50 933 (19)
VRC Companies, LLCDelayed Draw0.75 2,521 (30)
VRC Companies, LLCRevolver0.50 833 (10)
Welocalize, Inc.Revolver0.50 3,375 (64)
Welocalize, Inc.Revolver0.50 2,250 (43)
WRE Holding Corp.Revolver0.50 624 (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. Until its termination on June 28, 2022, Credit Fund Warehouse II was party to the Credit Fund Warehouse II Facility, as described below. As of September 30, 20222023 and December 31, 2021,2022, Credit Fund Credit Fund Sub and Credit Fund Warehouse IISub 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 periodsmonths ended 2022September 30, 2023 and 2021,2022, and the outstanding balances under the credit facilities for the respective periods.
98


Credit Fund
Facility
Credit Fund Sub
Facility
Credit Fund Warehouse II FacilityCredit Fund
Facility
Credit Fund Sub
Facility
Credit Fund Warehouse II Facility
202220212022202120222021202320222023202220232022
Three Month Periods Ended September 30,
Three Months Ended September 30,Three Months Ended September 30,
Outstanding Borrowing, beginning of periodOutstanding Borrowing, beginning of period$— $— $532,621 $515,121 $— $82,163 Outstanding Borrowing, beginning of period$— $— $499,221 $532,621 $— $— 
BorrowingsBorrowings— — 51,000 167,500 — 44,250 Borrowings— — — 51,000 — — 
RepaymentsRepayments— — (12,000)(52,000)— — Repayments— — (58,000)(12,000)— — 
Outstanding Borrowing, end of periodOutstanding Borrowing, end of period$— $— $571,621 $630,621 $— $126,413 Outstanding Borrowing, end of period$— $— $441,221 $571,621 $— $— 
Nine Month Periods Ended September 30,
Nine Months Ended September 30,Nine Months Ended September 30,
Outstanding Borrowing, beginning of periodOutstanding Borrowing, beginning of period$— $— $514,621 $420,859 $86,030 $93,402 Outstanding Borrowing, beginning of period$— $— $588,621 $514,621 $— $86,030 
BorrowingsBorrowings— — 138,000 393,000 — 52,250 Borrowings— — 14,000 138,000 — — 
RepaymentsRepayments— — (81,000)(183,238)(86,030)(19,239)Repayments— — (161,400)(81,000)— (86,030)
Outstanding Borrowing, end of periodOutstanding Borrowing, end of period$— $— $571,621 $630,621 $— $126,413 Outstanding Borrowing, end of period$— $— $441,221 $571,621 $— $— 
Credit Fund Facility. On June 24, 2016, Credit Fund entered intoclosed on 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, and May 21, 2023 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$100,000 ($175,000 prior to the May 21, 2023 amendment), subject to availability under the Credit Fund Facility, which is based on certain advance rates multiplied by the value of Credit Fund’s portfolio investments net of certain other indebtedness that Credit Fund may incur in accordance with the terms of the Credit Fund Facility. Proceeds of the Credit Fund Facility is May 21, 2023.may be used for general corporate purposes, including the funding of portfolio investments. Amounts borroweddrawn under the Credit Fund Facility bear interest at a ratethe greater of LIBORzero and SOFR (LIBOR prior to the May 21, 2023 amendment) plus an applicable spread of 9.00%. and such interest payments are made quarterly. The availability period under the Credit Fund Facility will terminate on May 21, 2025, (May 21, 2023 prior to the May 21, 2023 amendment), which is also its maturity date upon which Credit Fund is obligated to repay any outstanding borrowings.
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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, 2022.2022, April 20, 2023, and August 28, 2023. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000.$640,000 (the borrowing base as calculated pursuant to the terms of the Credit Fund Sub Facility). The facilityaggregate maximum credit commitment can be increased up to an amount not to exceed $1,400,000, subject to certain restrictions and conditions set forth in the Credit Fund Sub Facility, including adequate collateral to support such borrowings. The Credit Fund Sub Facility has a revolving period through May 23, 2025, (May 23, 2023 prior to the April 20, 2023 amendment) and a maturity date of May 23, 2026, (May 23, 2025 prior to the April 20, 2023 amendment), which may be extended by mutual agreement of the parties to the Credit Fund Sub Facility. Borrowings under the Credit Fund Sub Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or SOFR plus 2.70% (2.35% prior to the April 20, 2023 amendment). The Credit Fund Sub is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the usage of the Credit Fund Sub Facility. Payments under the Credit Fund Sub Facility are made quarterly. Subject to certain exceptions, the Facility is secured by a first lien security interest in substantially all of the portfolio investments held by 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%.Sub.
Credit Fund Warehouse II Facility. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the “Credit Fund Warehouse II Facility”) with lenders. The Credit Fund Warehouse II Facility providesprovided for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility iswas secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse II Facility. The maturity date of the Credit Fund Warehouse II Facility was August 16, 2022 and Credit Fund Warehouse II repaid all outstanding amounts on June 28, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility during the first 12 months bore interest at a rate of LIBOR plus 1.05%, and amounts borrowed in the second 12 months bore interest at 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
On May 21, 2019, Credit Fund completed the 2019-2 Debt Securitization. The notes offered in the 2019-2 Debt Securitization (the “2019-2 Notes”) were issued by the 2019-2 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2019-2 Issuer consisting primarily of first and second lien senior secured loans. The 2019-2 Debt Securitization was executed through a private placement of the 2019-2 Notes, consisting of:
$233,000 of Aaa/AAA Class A-1 Notes, which bore interest at the three-month LIBOR plus 1.50%;
$48,000 of Aa2/AA Class A-2 Notes, which bore interest at the three-month LIBOR plus 2.40%;
$23,000 of A2/A Class B Notes, which bore interest at the three-month LIBOR plus 3.45%;
$27,000 of Baa2/BBB- Class C Notes which bore interest at the three-month LIBOR plus 4.55%; and
$21,000 of Ba2/BB- Class D Notes which bore interest at the three-month LIBOR plus 8.03%.
The 2019-2 Notes were scheduled to mature on April 15, 2029. Credit Fund received 100% of the preferred interests issued by the 2019-2 Issuer (the “2019-2 Issuer Preferred Interests”) on the closing date of the 2019-2 Debt Securitization in exchange for Credit Fund’s contribution to the 2019-2 Issuer of the initial closing date loan portfolio. The 2019-2 Issuer Preferred Interests did not bear interest and had a nominal value of $48,300 at closing.
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The 2019-2 Notes were fully redeemed during the year ended December 31, 2021. As of the redemption date and as of December 31, 2021, 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. 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'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).Notes. Refer to “Credit Fund II Senior Notes” in this Note 6 for discussions regarding the notes issued by Credit Fund II Sub.
Credit Fund II, the Company and CCLF entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund II (in such capacity, the “Credit Fund II Administrative Agent”), pursuant to which the Credit Fund II Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund II with the approval of the board of
60


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 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 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 $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, 2022,2023, 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, 20222023 and December 31, 2021.2022.
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As ofAs of
September 30, 2022December 31, 2021September 30, 2023December 31, 2022
(unaudited)
Selected Consolidated Balance Sheet Information:Selected Consolidated Balance Sheet Information:
ASSETSASSETSASSETS
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 
Investments, at fair value (amortized cost of $245,252 and $250,134, respectively)Investments, at fair value (amortized cost of $245,252 and $250,134, respectively)$231,904 $244,739 
Cash and cash equivalents(1)
Cash and cash equivalents(1)
12,295 2,078 
Other assetsOther assets4,125 5,606 Other assets2,518 5,825 
Total assetsTotal assets$253,290 $254,987 Total assets$246,717 $252,642 
LIABILITIES AND MEMBERS’ EQUITYLIABILITIES AND MEMBERS’ EQUITYLIABILITIES AND MEMBERS’ EQUITY
Notes payable, net of unamortized debt issuance costs of $746 and $802, respectively$156,754 $156,698 
Notes payable, net of unamortized debt issuance costs of $710 and $783, respectivelyNotes payable, net of unamortized debt issuance costs of $710 and $783, respectively$156,790 $156,717 
Other liabilitiesOther liabilities7,350 5,557 Other liabilities10,425 9,212 
Total members' equity (2)
Total members' equity (2)
89,186 92,732 
Total members' equity(2)
79,502 86,713 
Total liabilities and members’ equityTotal liabilities and members’ equity$253,290 $254,987 Total liabilities and members’ equity$246,717 $252,642 
(1)As of September 30, 20222023 and December 31, 2021,2022, all of Credit Fund II's cash and cash equivalents was restricted.
(2)As of September 30, 20222023 and December 31, 2021,2022, the fair value of Company's ownership interest in the members' equity was $74,997$66,888 and $77,958,$72,957, respectively.
For the three month periods endedFor the nine month periods endedThree months ended September 30,Nine months ended September 30,
September 30, 2022September 30, 2021September 30, 2022September 30, 2021 2023202220232022
(unaudited)(unaudited) (unaudited)(unaudited)
Selected Consolidated Statement of Operations Information:Selected Consolidated Statement of Operations Information:Selected Consolidated Statement of Operations Information:
Total investment incomeTotal investment income$5,183 $4,838 14,263 $14,205 Total investment income$7,123 $5,183 $20,663 $14,263 
ExpensesExpensesExpenses
Interest and credit facility expensesInterest and credit facility expenses2,076 1,190 4,756 3,588 Interest and credit facility expenses3,300 2,076 9,383 4,756 
Other expensesOther expenses199 177 545 558 Other expenses241 199 708 545 
Total expensesTotal expenses2,275 1,367 5,301 4,146 Total expenses3,541 2,275 10,091 5,301 
Net investment income (loss)Net investment income (loss)2,908 3,471 8,962 10,059 Net investment income (loss)3,582 2,908 10,572 8,962 
Net realized gain (loss) on investmentsNet realized gain (loss) on investments69 — 69 — 
Net change in unrealized appreciation (depreciation) on investmentsNet change in unrealized appreciation (depreciation) on investments(908)(850)(3,508)(138)Net change in unrealized appreciation (depreciation) on investments(342)(908)(7,953)(3,508)
Net increase (decrease) resulting from operationsNet increase (decrease) resulting from operations$2,000 $2,621 5,454 $9,921 Net increase (decrease) resulting from operations$3,309 $2,000 $2,688 $5,454 

61


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, 20222023 and December 31, 2021:2022:
As of
 September 30, 2022December 31, 2021
Senior secured loans (1)
$244,688 $240,878 
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)
9.68 %7.24 %
Number of portfolio companies in Credit Fund II34 36 
Average amount per portfolio company (1)
$7,197 $6,691 
Percentage of portfolio at floating interest rates (3) (4)
97.8 %97.7 %
Percentage of portfolio at fixed interest rates (4)
2.2 %2.3 %
Fair value of loans with PIK provisions$11,894 $17,453 
Percentage of portfolio with PIK provisions (4)
5.0 %7.3 %
As of
 September 30, 2023December 31, 2022
Senior secured loans(1)
$249,300 $253,310 
Number of portfolio companies in Credit Fund II35 35 
Average amount per portfolio company(1)
$7,123 $7,237 
Number of loans on non-accrual status— 
Fair value of loans on non-accrual status$— $— 
Percentage of portfolio at floating interest rates(2)(3)
97.9 %97.9 %
Percentage of portfolio at fixed interest rates(3)
2.1 %2.1 %
Fair value of loans with PIK provisions$2,663 $10,787 
Percentage of portfolio with PIK provisions(3)
1.1 %4.4 %
(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
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)(3)Percentages based on fair value.

Consolidated Schedule of Investments as of September 30, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (89.5% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassLIBOR5.00%8.58%12/19/2025$9,870 $9,858 $9,833 
Alpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR5.50%8.42%11/30/20263,300 3,190 3,181 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR6.75%, 3.50% PIK13.39%10/21/20228,968 8,968 8,939 
Appriss Health, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR7.25%9.93%5/6/20277,512 7,379 7,338 
Apptio, Inc.^(2)(3)SoftwareLIBOR6.00%8.46%1/10/20255,357 5,309 5,357 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareLIBOR6.00%8.78%12/24/20264,322 4,250 4,065 
BMS Holdings III Corp.^(2)(3)Construction & BuildingLIBOR5.50%9.17%9/30/20263,250 3,199 3,204 
Chartis Holding, LLC^(2)(3)Business ServicesLIBOR5.25%6.38%5/1/20259,848 9,835 9,796 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassLIBOR5.75%9.39%6/18/20248,642 8,588 8,269 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.50%7.78%7/2/20268,646 8,543 8,569 
Dwyer Instruments, Inc.^(2)(3)Capital EquipmentLIBOR6.00%9.38%7/21/20279,939 9,885 9,797 
EvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%9.20%6/7/20258,643 8,639 8,508 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesLIBOR5.25%8.79%12/13/20249,926 9,903 9,891 
Hoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR5.50%8.56%11/15/20286,463 6,270 6,135 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR5.75%8.85%8/27/20254,883 4,718 4,655 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR5.50%8.00%8/27/20254,546 4,366 4,321 
K2 Insurance Services, LLC^(2)(3)Diversified Financial ServicesLIBOR5.00%8.63%7/1/20268,944 8,850 8,911 
Material Holdings, LLC^(2)(3)Business ServicesSOFR6.00%9.64%8/19/20277,920 7,846 7,561 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseLIBOR6.25%9.92%6/1/20277,920 7,774 7,069 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesLIBOR5.75%8.87%9/6/20258,640 8,640 8,435 
PF Atlantic Holdco 2, LLC^(2)(3)Leisure Products & ServicesLIBOR5.50%8.77%11/12/20279,975 9,669 9,802 
QW Holding Corporation^(2)(3)Environmental IndustriesLIBOR5.50%8.05%8/31/20269,973 9,825 9,796 
Riveron Acquisition Holdings, Inc.^(2)(3)Diversified Financial ServicesLIBOR5.75%9.42%5/22/20258,111 8,032 8,111 
RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%8.38%11/1/20268,337 8,231 7,983 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseLIBOR6.00%8.69%3/18/20261,688 1,667 1,407 
Turbo Buyer, Inc.^(2)(3)AutomotiveLIBOR6.00%8.88%12/2/20258,029 7,913 7,870 
10262


Consolidated Schedule of Investments as of September 30, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%9.29%11/30/2024$6,186 $6,178 $6,082 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%, 0.25% PIK8.78%4/13/20263,111 3,071 2,955 
Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberSOFR6.25%9.80%9/13/20246,433 6,374 6,304 
Wineshipping.com LLC^(2)(3)Beverage & FoodLIBOR5.75%7.63%10/29/20279,975 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 & DefenseLIBOR8.25%9.80%1/17/2028$5,514 $5,422 $5,734 
AP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%10.49%8/10/20294,500 4,417 4,406 
AQA Acquisition Holdings, Inc.^(2)(3)High Tech IndustriesLIBOR7.50%10.57%3/3/20295,000 4,890 4,843 
Quartz Holding Company^(2)(3)SoftwareLIBOR8.00%11.12%4/2/20274,852 4,789 4,821 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20275,465 5,379 5,220 
Second Lien Debt Total$24,897 $25,024 
Total Investments$241,485 $238,651 


Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (89.4% of fair value)
Alpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR6.00%11.47%11/30/2026$3,242 $3,132 $3,091 
American Physician Partners, LLC^(2)(3)(7)(8)(9)Healthcare & PharmaceuticalsSOFR10.25% (100% PIK)15.65%8/5/202210,181 9,078 — 
Appriss Health, LLC^(2)(3)(7)Healthcare & PharmaceuticalsSOFR6.75%12.23%5/6/20277,465 7,356 7,400 
Ascend Buyer, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR6.40%11.94%9/30/20289,008 8,871 8,882 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)(7)SoftwareSOFR6.00%11.58%12/24/20264,289 4,232 4,109 
BMS Holdings III Corp.^(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/20263,216 3,177 3,128 
Chartis Holding, LLC^(2)(3)(7)Business ServicesSOFR5.00%10.52%5/1/20259,746 9,738 9,723 
Comar Holding Company, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR5.75%11.31%6/18/20248,575 8,551 7,330 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.00%10.25%7/2/20268,557 8,479 8,527 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR7.00%12.25%7/2/20261,297 1,294 1,295 
Dwyer Instruments, Inc.^(2)(3)(7)Capital EquipmentSOFR5.75%11.22%7/21/20279,839 9,795 9,845 
EvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%11.22%6/7/20258,527 8,524 8,333 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesSOFR5.00%10.53%12/13/20249,740 9,727 9,668 
Hoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsSOFR5.00%10.51%11/15/20286,398 6,231 5,900 
HS Spa Holdings Inc.^(2)(3)Consumer ServicesSOFR5.75%11.07%6/2/20298,540 8,400 8,482 
Integrity Marketing Acquisition, LLC^(2)(3)(7)Diversified Financial ServicesSOFR6.05%11.57%8/27/20264,833 4,719 4,778 
Integrity Marketing Acquisition, LLC^(2)(3)(7)Diversified Financial ServicesSOFR6.02%11.54%8/27/20264,500 4,378 4,447 
Material Holdings, LLC^(2)(3)(7)Business ServicesSOFR6.00%11.49%8/19/20277,840 7,779 7,441 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseSOFR6.25%11.64%6/1/20277,840 7,721 6,034 
NMI AcquisitionCo, Inc.^(2)(3)(7)High Tech IndustriesSOFR5.75%11.17%9/6/20259,924 9,897 9,838 
PF Atlantic Holdco 2, LLC^(2)(3)(7)Leisure Products & ServicesSOFR5.50%11.06%11/12/20279,874 9,620 9,854 
PXO Holdings I Corp.^(2)(3)(7)Chemicals, Plastics & RubberSOFR5.50%11.03%3/8/20289,924 9,777 9,676 
Radwell Parent, LLC^(2)(3)WholesaleSOFR6.75%12.14%4/1/20297,548 7,478 7,573 
RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%11.03%11/1/20269,927 9,801 9,851 
Spotless Brands, LLC^(2)(3)(7)Consumer ServicesSOFR6.50%11.99%7/25/20285,000 4,923 4,986 
Tank Holding Corp.^(2)(3)(7)Capital EquipmentSOFR5.75%11.17%3/31/20283,832 3,759 3,718 
TCFI Aevex LLC^(2)(3)(7)Aerospace & DefenseSOFR6.00%11.42%3/18/20261,671 1,655 1,661 
Turbo Buyer, Inc.^(2)(3)(10)AutomotiveSOFR6.00%11.42%12/2/20257,947 7,864 7,851 
U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%11.29%11/30/20246,121 6,117 6,044 
US INFRA SVCS Buyer, LLC^(2)(3)(7)Environmental IndustriesSOFR6.50%, 0.25% PIK12.20%4/13/20262,875 2,848 2,663 
63


Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Westfall Technik, Inc.^(2)(3)(7)Chemicals, Plastics & RubberSOFR6.75%12.29%9/13/2024$6,366 $6,336 $5,849 
Wineshipping.com LLC^(2)(3)(7)Beverage & FoodSOFR5.75%11.31%10/29/20279,874 9,577 9,355 
First Lien Debt Total$220,834 $207,332 
Second Lien Debt (10.6% of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)(10)Aerospace & DefenseSOFR8.25%13.64%1/17/2028$5,514 $5,435 $5,569 
AP Plastics Acquisition Holdings, LLC^(2)(3)(7)Chemicals, Plastics & RubberSOFR7.50%12.92%8/10/20294,500 4,425 4,375 
AQA Acquisition Holdings, Inc.^(2)(3)(7)High Tech IndustriesSOFR7.50%12.97%3/3/20295,000 4,902 4,928 
Quartz Holding Company^(2)(7)SoftwareSOFR8.00%13.42%4/2/20274,852 4,801 4,782 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20274,918 4,855 4,918 
Second Lien Debt Total$24,418 $24,572 
Total Investments$245,252 $231,904 
^ 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, 2023, the geographical composition of investments as a percentage of fair value was 4.2% in Canada, 1.8% in Luxembourg, 2.4% in the United Kingdom and 91.6% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either 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, 2023. As of September 30, 2023, the reference rates for Credit Fund II's variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.40%, and the 180-day SOFR at 5.47%.
(3)Loan includes interest rate floor feature, which generally ranges from 0.50% to 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund II, pursuant to Credit Fund II’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited 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%.
(8)Loan is in forbearance as of September 30, 2023.
(9)Loan was on non-accrual status as of September 30, 2023.
(10)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
64



Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (90.0% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassLIBOR5.00%9.75%12/19/2025$9,844 $9,833 $9,787 
Alpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR5.50%9.76%11/30/20263,292 3,188 3,170 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsSOFR6.75%, 3.50% PIK14.67%2/15/20239,074 9,074 7,833 
Appriss Health, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR7.25%11.54%5/6/20277,502 7,375 7,214 
Apptio, Inc.^(2)(3)SoftwareLIBOR6.00%9.94%1/10/20255,357 5,314 5,357 
Ascend Buyer, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR6.25%10.67%9/30/20289,077 8,924 8,917 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareLIBOR6.00%10.32%12/24/20264,311 4,243 4,074 
BMS Holdings III Corp.^(2)(3)Construction & BuildingLIBOR5.50%10.23%9/30/20263,241 3,194 3,183 
Chartis Holding, LLC^(2)(3)Business ServicesLIBOR5.00%9.77%5/1/20259,822 9,810 9,757 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassLIBOR5.75%10.47%6/18/20248,621 8,573 8,334 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.50%9.17%7/2/20268,623 8,527 8,539 
Dwyer Instruments, Inc.^(2)(3)Capital EquipmentLIBOR6.00%10.74%7/21/20279,914 9,863 9,761 
EvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%10.09%6/7/20258,621 8,617 8,469 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesLIBOR5.25%9.95%12/13/20249,848 9,828 9,789 
Hoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR5.50%10.11%11/15/20286,447 6,261 6,094 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.05%9.95%8/27/20254,870 4,717 4,708 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%8/27/20254,534 4,369 4,371 
K2 Insurance Services, LLC^(2)(3)Diversified Financial ServicesLIBOR5.00%9.73%7/1/20268,922 8,833 8,836 
Material Holdings, LLC^(2)(3)Business ServicesSOFR6.00%10.67%8/19/20277,900 7,829 7,547 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseLIBOR6.25%10.98%6/1/20277,900 7,760 6,563 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesLIBOR5.75%10.13%9/6/20258,617 8,617 8,394 
PF Atlantic Holdco 2, LLC^(2)(3)Leisure Products & ServicesLIBOR5.50%10.25%11/12/20279,950 9,657 9,776 
QW Holding Corporation^(2)(3)Environmental IndustriesLIBOR5.50%9.64%8/31/20269,947 9,808 9,775 
Riveron Acquisition Holdings, Inc.^(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/20258,090 8,018 8,090 
RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%9.83%11/1/20268,315 8,215 7,938 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseLIBOR6.00%10.38%3/18/20261,684 1,664 1,539 
Turbo Buyer, Inc.^(2)(3)AutomotiveLIBOR6.00%11.15%12/2/20258,009 7,901 7,866 
U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%10.33%11/30/20246,170 6,163 6,057 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%, 0.25% PIK11.47%4/13/20263,113 3,075 2,954 
Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberSOFR6.25%10.83%9/13/20246,416 6,364 6,280 
65


Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Wineshipping.com LLC^(2)(3)Beverage & FoodLIBOR5.75%10.15%10/29/2027$9,950 $9,608 $9,161 
First Lien Debt Total$225,222 $220,133 
Second Lien Debt (10.0%) of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)Aerospace & DefenseLIBOR8.25%12.92%1/17/2028$5,514 $5,425 $5,679 
AP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%11.85%8/10/20294,500 4,419 4,318 
AQA Acquisition Holdings, Inc.^(2)(3)High Tech IndustriesLIBOR7.50%12.23%3/3/20295,000 4,893 4,760 
Quartz Holding Company^(2)SoftwareLIBOR8.00%12.38%4/2/20274,850 4,792 4,656 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20275,465 5,383 5,193 
Second Lien Debt Total$24,912 $24,606 
Total Investments$250,134 $244,739 
^ 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,December 31, 2022, the geographical composition of investments as a percentage of fair value was 3.6%3.5% in Canada, 1.7% in Luxembourg, 2.4%2.3% in the United Kingdom and 92.3%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 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,December 31, 2022. As of September 30,December 31, 2022, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 3.14%4.39%, the 90-day LIBOR at 3.75%4.77%, the 180-day LIBOR at 4.23%5.14%, the 30-day SOFR at 3.04%4.36%, and the 90-day SOFR at 3.59%4.59%.
(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 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 thethese unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q.statements.
(6)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.company.
(7)Loans include a credit spread adjustment that ranges from 0.10% to 0.25%0.26%.

103



Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (87.0% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassLIBOR5.00%6.00%12/19/2025$9,946 $9,930 $9,946 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR6.75%, 1.50% PIK9.25%2/21/20228,415 8,415 8,415 
Appriss Health, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR7.25%8.25%5/6/20271,197 1,178 1,198 
Apptio, Inc.^(2)(3)SoftwareLIBOR7.25%8.25%1/10/20255,357 5,295 5,357 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareLIBOR6.00%7.00%12/24/20264,355 4,273 3,924 
Avenu Holdings, LLC^(2)(3)Sovereign & Public FinanceLIBOR5.25%6.25%9/28/2024987 980 987 
BMS Holdings III Corp.^(2)(3)Construction & BuildingLIBOR5.50%6.50%9/30/20263,275 3,216 3,224 
Captive Resources Midco, LLC^(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%5/31/20278,193 8,108 8,147 
Chartis Holding, LLC^(2)(3)Business ServicesLIBOR5.50%6.50%5/1/20259,924 9,907 9,924 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassLIBOR5.75%6.75%6/18/20248,710 8,632 8,536 
Cority Software Inc. (Canada)^(2)(3)SoftwareLIBOR5.00%6.00%7/2/20268,712 8,591 8,707 
Dwyer Instruments, Inc^(2)(3)Capital EquipmentLIBOR5.50%6.25%7/21/202710,000 9,939 9,974 
Ethos Veterinary Health LLC^(2)(3)Consumer ServicesLIBOR4.75%4.85%5/15/20268,134 8,080 8,134 
EvolveIP, LLC^(2)(3)TelecommunicationsLIBOR5.50%6.50%6/7/20258,710 8,701 8,666 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesLIBOR5.25%6.25%12/13/20244,717 4,707 4,669 
K2 Insurance Services, LLC^(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.00%6.00%7/1/20269,012 8,914 8,998 
Kaseya, Inc.^(2)(3)High Tech IndustriesLIBOR5.50%, 1.00% PIK7.50%5/3/20259,092 8,987 9,038 
Material Holdings, LLC^(2)(3)Business ServicesLIBOR5.75%6.50%8/19/20277,980 7,896 7,891 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseLIBOR6.00%7.00%6/1/20277,980 7,814 7,808 
National Technical Systems, Inc.^(2)(3)Aerospace & DefenseLIBOR5.50%6.50%6/12/20238,733 8,720 8,733 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesLIBOR5.75%6.50%9/6/20258,708 8,680 8,601 
Redwood Services Group, LLC^(2)(3)High Tech IndustriesLIBOR6.00%7.00%6/6/20248,736 8,724 8,737 
Riveron Acquisition Holdings, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.75%6.75%5/22/20258,173 8,074 8,173 
RSC Acquisition, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateLIBOR5.50%6.25%11/1/20268,401 8,277 8,434 
Superior Health Linens, LLC^(2)(3)Business ServicesLIBOR6.50%7.50%3/31/20226,875 6,875 6,875 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseLIBOR6.00%7.00%3/18/20261,701 1,676 1,458 
Turbo Buyer, Inc.^(2)(3)AutomotiveLIBOR6.00%7.00%12/2/20258,091 7,950 7,929 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%7.50%4/13/20263,267 3,217 3,189 
104


Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
USLS Acquisition, Inc.^(2)(3)Business ServicesLIBOR5.50%6.50%11/30/2024$6,234 $6,223 $6,165 
Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberLIBOR5.75%6.75%9/13/20246,418 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 & DefenseLIBOR8.25%9.25%1/17/2028$5,514 $5,413 $5,720 
AP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%8.25%8/10/20294,500 4,410 4,526 
AQA Acquisition Holdings, Inc.^(2)(3)High Tech IndustriesLIBOR7.50%8.00%3/3/20295,000 4,881 5,004 
Quartz Holding Company^(2)(3)SoftwareLIBOR8.00%8.10%4/2/20274,852 4,781 4,852 
Tank Holding Corp.^(2)(3)Capital EquipmentLIBOR8.25%8.35%3/26/20275,514 5,446 5,569 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20275,465 5,368 5,422 
Second Lien Debt Total$30,299 $31,093 
Total Investments$238,615 $239,289 
^ Denotes that all or a portion of the assets are owned by Credit Fund II Sub.Senior Notes
On November 3, 2020 and as amended on December 29, 2021, June 30, 2022 and August 4, 2023, Credit Fund II Sub has entered intoclosed on the Credit Fund II Sub Notes.Senior Notes (the “Credit Fund II Senior Notes”) with lenders. The lenders of the Credit Fund II SubSenior Notes haveprovides 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 assets of Credit Fund II Sub. Accordingly, such assets are not available to creditors of Credit Fund II.
(1)    Unless otherwise indicated, issuers ofportfolio investments held by Credit Fund are domiciled inII Sub. The maturity date of the United States. As of December 31, 2021,Credit Fund II Senior Notes is November 3, 2030. Amounts issued for the geographical composition of investments as a percentage of fair value was 3.6% in Canada, 1.6% in Luxembourg, 2.4% in the United KingdomClass A-1 notes totaled $147,500 and 92.4% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate of Term SOFR plus 2.85%, and amounts issued for the Class A-2 notes totaled $10,000 and bear interest at Term SOFR plus 3.35%. The A-1 Notes were rated AAA, and the A-2 Notes were rated AA by DBRS Morningstar. The terms of the Credit Fund II Senior Notes provide that as loans pay down, up to $100,000 is determinedavailable 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, 2023 and December 31, 2022, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.
7. BORROWINGS
The Company is party to the Credit Facility, as described below. In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 150% after such borrowing. For the purposes of the asset coverage ratio under the Investment Company Act, the Preferred Stock, as defined in Note 1, is considered a senior security and is included in the denominator of the calculation. As of September 30, 2023 and December 31, 2022, asset coverage was 181.14% and 176.79%, respectively, and the Company is in compliance with all covenants and other requirements of the credit facility agreement.
66


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, November 8, 2019, October 28, 2020, October 11, 2021, May 25, 2022, and August 31, 2023. The maximum principal amount of the Credit Facility is $790,000, ($745,000 prior to the August 31, 2023 amendment and $688,000 prior to April 21, 2023), pursuant to the terms of the agreement, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by referencethe value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased to $1,185,000 ($900,000 prior to the August 31, 2023 amendment), through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $50,000 limit for swingline loans and a $20,000 limit for letters of credit. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either LIBOR(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 baseAlternate 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 (commonlyloan will be up to 1.875% and for an Alternate Base Rate loan will be up to 0.875%, in each case depending on the level of the Gross Borrowing Base compared to the Combined Debt Amount. The Company may elect either the term benchmark rate or the Alternative Base Rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts under the Credit Facility and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then-applicable margin under the Credit Facility while the letter of credit is outstanding. The availability period under the Credit Facility will terminate on August 31, 2027 (May 25, 2026 prior to the August 31, 2023 amendment) and the Credit Facility will mature on August 31, 2028 (May 25, 2027 prior to the August 31, 2023 amendment). On May 25, 2026, $135,000 of the $790,000 principal amount will terminate. During the period from May 25, 2026 to August 31, 2028, the Company will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of the Credit Facility.
Below is a summary of the borrowings and repayments under the Credit Facility for the three and nine months ended September 30, 2023 and 2022, and the outstanding balances under the Credit Facility for the respective periods.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Outstanding Borrowing, beginning of period$400,241 $443,395 $440,441 $407,655 
Borrowings34,000 111,011 108,792 313,511 
Repayments(65,267)(125,000)(183,408)(284,746)
Foreign currency translation(2,718)(5,447)431 (12,461)
Outstanding Borrowing, end of period$366,256 $423,959 $366,256 $423,959 

The Credit Facility consisted of the following as of September 30, 2023 and December 31, 2022:
 Total FacilityBorrowings Outstanding
Unused 
Portion(1)
Amount Available(2)
September 30, 2023$790,000 $366,256 $423,744 $337,573 
December 31, 2022$688,000 $440,441 $247,559 $247,559 
(1)The unused portion is the amount upon which commitment fees are based.
(2)Available for borrowing based on the Federal Funds Rate orcomputation of collateral to support the U.S. Prime Rate), which generally resets quarterly. borrowings and subject to compliance with applicable covenants and financial ratios.


67


For each such loan, Credit Fund II has indicated the referencethree and nine months ended September 30, 2023 and 2022, the components of interest expense and credit facility fees were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Interest expense$6,932 $4,292 $21,291 $9,395 
Facility unused commitment fee354 175 842 805 
Amortization of deferred financing costs and debt issuance costs194 271 549 746 
Total interest expense and credit facility fees$7,480 $4,738 $22,682 $10,946 
Cash paid for interest expense and credit facility fees$7,407 $2,242 $22,559 $7,717 
Weighted average principal debt outstanding$377,040 $423,487 $414,993 $385,509 
Weighted average interest rate(1)
7.19 %3.97 %6.78 %3.21 %
(1)Excludes facility unused commitment fee and amortization of deferred financing costs and debt issuance costs.

As of September 30, 2023 and December 31, 2022, the components of interest and credit facilities payable were as follows:
As of
September 30, 2023December 31, 2022
Interest expense payable$269 $1,131 
Unused commitment fees payable139 — 
Interest and credit facilities payable$408 $1,131 
Weighted average interest rate (based on floating benchmark rates)7.22 %6.04 %
Senior Notes
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes due December 31, 2024. 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 used and provided the spreadof 4.50% 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 effectthe 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 and nine months ended September 30, 2023 was $2,209 and $6,627, respectively. Interest expense on the Senior Notes for the three and nine months ended September 30, 2022 was $2,210 and $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, 2023 and December 31, 2022, the Company was in compliance with these terms and conditions.
68


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 $273,000 in notes that were issued at par and were scheduled to mature on July 15, 2027. The Company received 100% of the $125,900 in nominal value of the non-interest bearing preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase agreement.
On August 30, 2018, the Company and the 2015-1 Issuer closed the 2015-1 Debt Securitization Refinancing. On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer, refinanced the 2015-1 Notes to the 2015-1R Notes, reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 to approximately $104,525 and extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively.
On June 30, 2023, the 2015-1R Notes were amended to transition the benchmark rate to the Term SOFR Rate plus a Term SOFR adjustment (LIBOR prior to the 2015-1R Effective Date, as defined). The amendment was effective at the commencement of the next succeeding interest accrual period following the date of the amendment (the “2015-1R Effective Date”).
The 2015-1R Notes consist of:
(a) $234,800 AAA Class A-1-1-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.55%;
(b) $50,000 AAA Class A-1-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.78%;
(c) $25,000 AAA Class A-1-3-R Notes, which bear interest at 4.56%;
(d) $66,000 Class A-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 2.20%;
(e) $46,400 single-A Class B Notes which bear interest at the three-month SOFR plus a Term SOFR adjustment and 3.15%; and
(f) $27,000 BBB- Class C Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 4.00%.
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.
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 under a collateral management agreement (“the Collateral Management Agreement”) of the 2015-1 Issuer and in accordance with the Company’s investment strategy.
Pursuant to the Collateral Management Agreement, the 2015-1 Issuer pays management fees (comprised of base management fees, subordinated management fees and incentive management fees) to the Investment Adviser for rendering collateral management services. As per the Collateral Management Agreement, for the period the Company retains all of the 2015-1 Issuer Preferred Interests, the Investment Adviser does not earn management fees for providing such collateral management services. The Company currently retains all of the 2015-1 Issuer Preferred Interests, thus the Investment Adviser
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did not earn any management fees from the 2015-1 Issuer for the three and nine months ended September 30, 2023 and 2022. 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, 2023, the Company was in compliance with its undertaking.
As of September 30, 2023, the 2015-1R Notes were secured by 76 first lien and second lien senior secured loans with a total fair value of approximately $550,607 and cash of $35,503. 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.
The carrying value of the 2015-1R Notes as of September 30, 2023 and December 31, 2021.2022 is $447,214 and $447,029, respectively. The carrying value is presented net of unamortized debt issuance costs of $1,986 and $2,171 as of September 30, 2023 and December 31, 2022, respectively.
For the nine months ended September 30, 2023 and 2022 the effective annualized weighted average interest rates, which include amortization of debt issuance costs on the 2015-1R Notes, were 7.03% and 3.27%, respectively, based on benchmark rates. As of September 30, 2023 and December 31, 2021,2022, the referenceweighted average interest rates were 7.41% and 6.00%, respectively, based on benchmark rates.
For the three and nine months ended September 30, 2023 and 2022, the components of interest expense on the 2015-1R Notes were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Interest expense$8,436 $4,927 $23,777 $10,964 
Amortization of deferred financing costs and debt issuance costs62 62 186 185 
Total interest expense and credit facility fees$8,498 $4,989 $23,963 $11,149 
Cash paid for interest expense$8,080 $5,293 $22,464 $10,558 

As of September 30, 2023 and December 31, 2022, $6,932 and $5,618, respectively, of interest expense was included in interest and credit facility fees payable.

8. COMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of September 30, 2023 and December 31, 2022:
Payment Due by PeriodSeptember 30, 2023December 31, 2022
Less than one year$— $— 
1-3 years252,081 190,000 
3-5 years304,175 440,441 
More than 5 years449,200 449,200 
Total$1,005,456 $1,079,641 
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, 2023 and December 31, 2022 for Credit Fund II's variableany such exposure.
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The Company has in the past, currently is and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:
 Par / Principal Amount as of
 September 30, 2023December 31, 2022
Unfunded delayed draw commitments$72,421 $83,743 
Unfunded revolving loan commitments69,247 74,463 
Total unfunded commitments$141,668 $158,206 

9. NET ASSETS
The Company has the authority to issue 198,000,000 shares of common stock, par value $0.01 per share, of which 50,794,941 was issued and outstanding as of September 30, 2023, and 2,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”), which are fully issued and outstanding as of September 30, 2023.
Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. The Preferred Stock has a liquidation preference equal to $25 per share (the “Liquidation Preference”) plus any accumulated but unpaid dividends up to but excluding the date of distribution. Dividends are payable on a quarterly basis in an initial amount equal to 7.00% per annum of the Liquidation Preference per share, payable in cash, or at the Company’s option, 9.00% per annum of the Liquidation Preference payable in additional shares of Preferred Stock. After May 5, 2027, the dividend rate loans werewill increase annually, in each case by 1.00% per annum.
The Preferred Stock is convertible, in whole or in part, at the 30-day LIBORoption of the holder of the Preferred Stock into the number of shares of common stock equal to the Liquidation Preference plus any accumulated but unpaid dividends, divided by an initial conversion price of $9.50, subject to certain adjustments to prevent dilution as set forth in the Company's articles supplementary (the “Articles Supplementary”) that establishes the terms of the Preferred Stock. The conversion price as of September 30, 2023 was $9.15. Effective as of May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, has the option to redeem all of the Preferred Stock for cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends. The holders of the Preferred Stock have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. Effective as of May 5, 2027, the holders of the Preferred Stock have the option to require the Company to redeem any or all of the then-outstanding Preferred Stock upon 90 days’ notice. The form of consideration used in any such redemption is at 0.10%, the 90-day LIBOR at 0.22%option of the Board of Directors, including a majority of the Independent Directors, and may be cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends, or shares of common stock. Holders also have the right to redeem the Preferred Stock upon a Change in Control (as defined in the Articles Supplementary).
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The following table summarizes the Company’s dividends declared on the Preferred Stock during the two most recent fiscal years and the 180-day LIBORcurrent fiscal year to-date. Unless otherwise noted, dividends were declared and paid, or are payable, in cash.
Date DeclaredRecord DatePayment DatePer Share Amount
2021
March 31, 2021March 31, 2021March 31, 2021$0.438 
June 30, 2021June 30, 2021June 30, 2021$0.438 
September 30, 2021September 30, 2021September 30, 2021$0.438 
December 29, 2021December 31, 2021December 31, 2021$0.438 
Total$1.752 
2022
March 25, 2022March 31, 2022March 31, 2022$0.438 
June 27, 2022June 30, 2022June 30, 2022$0.438 
September 22, 2022September 30, 2022September 30, 2022$0.438 
December 16, 2022December 30, 2022December 30, 2022$0.438 
Total$1.752 
2023
March 23, 2023March 31, 2023March 31, 2023$0.438 
June 27, 2023June 30, 2023June 30, 2023$0.438 
September 19, 2023September 29, 2023September 29, 2023$0.438 
Total$1.314 
Company Stock Repurchase Program
On November 2, 2023, the Company's Board of Directors approved the continuation of the Company's stock repurchase program (the “Company Stock Repurchase Program”) until November 5, 2024, or until the approved dollar amount has been used to repurchase shares of common stock. On August 1, 2022, the Company’s Board of Directors approved to increase 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 0.33%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, 2023, the Company has repurchased 11,773,718 shares of the Company's common stock at an average cost of $13.40 per share, or $157,737 in the aggregate, resulting in accretion to net assets per share of $0.65.
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Changes in Net Assets
For the three months ended September 30, 2023, the Company did not repurchase and extinguish shares. For the nine months ended September 30, 2023, the Company repurchased and extinguished 265,195 shares for $3,993. The following tables summarize capital activity for the three and nine months ended September 30, 2023:
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering
Costs
Accumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, July 1, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$50,393 $(150,375)$(67,446)$899,681 
Repurchase of common stock— — — — — — — — — — 
Net investment income (loss)— — — — — — 27,111 — — 27,111 
Net realized gain (loss)— — — — — — — 264 — 264 
Net change in unrealized appreciation (depreciation)— — — — — — — — 2,612 2,612 
Dividends declared on common stock and preferred stock— — — — — — (23,224)— — (23,224)
Balance, September 30, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$54,280 $(150,111)$(64,834)$906,444 
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, January 1, 20232,000,000 $50,000 51,060,136 $511 $1,022,224 $(1,633)$43,097 $(129,061)$(67,715)$917,423 
Repurchase of common stock— — (265,195)(3)(3,990)— — — — (3,993)
Net investment income (loss)— — — — — — 80,856 — — 80,856 
Net realized gain (loss)— — — — — — — (21,050)— (21,050)
Net change in unrealized appreciation (depreciation)— — — — — — — — 2,881 2,881 
Dividends declared on common stock and preferred stock— — — — — — (69,673)— — (69,673)
Balance, September 30, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$54,280 $(150,111)$(64,834)$906,444 
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For the three and nine months 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 months ended September 30, 2022:
 Preferred Stock 
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, July 1, 20222,000,000 $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, 20222,000,000 $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 ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, January 1, 20222,000,000 $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— — — — — — (65,211)— — (65,211)
Balance, September 30, 20222,000,000 $50,000 51,616,772 $517 $1,031,322 $(1,633)$32,893 $(122,390)$(55,058)$935,651 
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:
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Three months ended September 30,
 20232022
 Basic
Diluted(1)
Basic
Diluted(1)
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$29,112 $29,987 $36,955 $37,830 
Weighted-average common shares outstanding50,794,941 55,993,539 51,863,022 57,182,634 
Basic and diluted earnings per share$0.57 $0.54 $0.71 $0.66 
(1)Diluted earnings per share were anti-dilutive for the period presented.
Nine months ended September 30,
20232022
BasicDilutedBasicDiluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$60,062 $62,687 $70,553 $73,178 
Weighted-average common shares outstanding50,825,315 56,289,108 52,388,355 57,707,967 
Basic and diluted earnings per share$1.18 $1.11 $1.35 $1.27 
The following table summarizes our updates to our dividend policy. Our dividend policy is subject to change by the Board of Directors in its sole discretion at any time.
Record DateBase Dividend Per Share
September 30, 2020$0.32 
September 30, 2022$0.34 
December 30, 2022$0.36 
March 31, 2023$0.37 
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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 DeclaredRecord DatePayment DatePer Common Share Amount
February 22, 2021March 31, 2021April 16, 2021$0.32 
February 22, 2021March 31, 2021April 16, 2021$0.05 (1)
May 3, 2021June 30, 2021July 15, 2021$0.32 
May 3, 2021June 30, 2021July 15, 2021$0.04 (1)
August 2, 2021September 30, 2021October 15, 2021$0.32 
August 2, 2021September 30, 2021October 15, 2021$0.06 (1)
November 1, 2021December 31, 2021January 14, 2022$0.32 
November 1, 2021December 31, 2021January 14, 2022$0.07 (1)
February 18, 2022March 31, 2022April 15, 2022$0.32 
February 18, 2022March 31, 2022April 15, 2022$0.08 (1)
May 2, 2022June 30, 2022July 15, 2022$0.32 
May 2, 2022June 30, 2022July 15, 2022$0.08 (1)
August 8, 2022September 30, 2022October 14, 2022$0.34 
August 8, 2022September 30, 2022October 14, 2022$0.06 (1)
October 31, 2022December 30, 2022January 16, 2023$0.36 
October 31, 2022December 30, 2022January 16, 2023$0.08 (1)
February 21, 2023March 31, 2023April 14, 2023$0.37 
February 21, 2023March 31, 2023April 14, 2023$0.07 (1)
May 4, 2023June 30, 2023July 18, 2023$0.37 
May 4, 2023June 30, 2023July 18, 2023$0.07 (1)
August 3, 2023September 29, 2023October 17, 2023$0.37 
August 3, 2023September 29, 2023October 17, 2023$0.07 (1)
(1)Represents a special/supplemental dividend.

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10. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of consolidated financial highlights for the nine months ended September 30, 2023 and 2022:
 Nine months ended September 30,
 20232022
Per Common Share Data:
Net asset value per common share, beginning of period$16.99 $16.91 
Net investment income (loss)(1)
1.54 1.45 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities(0.36)(0.10)
Net increase (decrease) in net assets resulting from operations1.18 1.35 
Dividends declared(2)
(1.32)(1.20)
Other(3)
— 0.01 
Accretion due to share repurchases0.01 0.09 
Net asset value per common share, end of period$16.86 $17.16 
Market price per common share, end of period$14.50 $11.44 
Number of common shares outstanding, end of period50,794,941 51,616,772 
Total return based on net asset value(4)
8.41 %8.57 %
Total return based on market price(5)
10.70 %(7.94)%
Net assets attributable to Common Stockholders, end of period$856,444 $885,651 
Ratio to average net assets attributable to Common Stockholders(6):
Expenses before incentive fees9.47 %6.35 %
Expenses after incentive fees11.40 %8.16 %
Net investment income (loss)9.40 %8.82 %
Interest expense and credit facility fees6.20 %3.23 %
Ratios/Supplemental Data:
Asset coverage, end of period181.14 %179.56 %
Portfolio turnover8.24 %25.70 %
Weighted-average common shares outstanding50,825,315 52,388,355 
(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 9, Net Assets).
(3)Loan includes interest rate floor feature, which is generally 1.00%.Includes the impact of different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding and certain per share data based on the shares outstanding as of a period end or transaction date.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjustedTotal 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 accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.period.
(5)FairTotal return based on market value (not annualized) is determinedcalculated as the change in good faith by or undermarket value per common share during the directionperiod plus the declared dividends on common stock, assuming reinvestment of the board of managers of Credit Fund II, pursuant to Credit Fund II’s valuation policy,dividends in accordance with the fair valuedividend reinvestment plan, divided by the beginning market price for the period.
(6)These ratios to average net assets attributable to Common Stockholders have not been annualized.

11. LITIGATION
The Company may become party to certain lawsuits in the ordinary course of all investments determined using significant unobservable inputs, which is substantially similarbusiness. 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, 2023 and December 31, 2022, the Company was not subject to any material legal proceedings, nor, to the valuation policyCompany’s knowledge, is any material legal proceeding threatened against the Company.
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In addition, portfolio investments of the Company providedcould be the subject of litigation or regulatory investigations in Note 3, Fair Value Measurements,the ordinary course of business. The Company does not believe that the outcome of any current contingent liabilities of its portfolio investments, if any, will materially affect the Company or these consolidated financial statements.

12. TAX
The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of September 30, 2023 and December 31, 2022.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. The Company's federal tax returns are generally subject to examination by the Internal Revenue service for a period of three years after they are filed.
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 months ended September 30, 2023 and 2022 was as follows:
 Nine months ended September 30,
 20232022
Ordinary income$69,673 $65,211 
Tax return of capital$— $— 
13. SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the unaudited consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the unaudited consolidated financial statements were issued, except as disclosed below and elsewhere in the unaudited consolidated financial statements.
On November 2, 2023, the Board of Directors declared a base quarterly common dividend of $0.37 per share plus a supplemental common dividend of $0.07 per share, which are payable on January 18, 2024 to common stockholders of record on December 29, 2023.
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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 Quarterly Report on Form 10-Q (“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 Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “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, including as a result of large scale global events such as the 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;
the impact of any protracted decline in the liquidity of credit markets on our business;
the impact of fluctuations in interest rates on our business, including from the discontinuation of LIBOR and the implementation of alternatives to LIBOR;
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
the impact of supply chain constraints on our portfolio companies and the global economy;
the current inflationary environment, 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
our contractual arrangements and relationships with third parties;
uncertainty surrounding the financial stability of the United States, Europe and China, including a possible shutdown of the U.S. federal government;
uncertainty surrounding Russia’s military invasion of Ukraine and the impact of geopolitical tensions, such as between China and the United States;
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;
the ability to consummate acquisitions;
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;
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;
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currency fluctuations and the adverse effect such fluctuations could have on 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 Carlyle Global Credit Administration L.L.C. (the “Administrator”);
our ability to maintain our status as a business development 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 (together with the rules and regulations promulgated thereunder, 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, 2022 (our “2022 Form 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 2022 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 2022 Form 10-K and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.
Carlyle Secured Lending, Inc., a Maryland corporation, is a specialty finance company that is a closed-end, externally managed, non-diversified management investment company. We have elected to be regulated as a BDC under the Investment Company Act and have operated our business as a BDC since we began our investment activities. For U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Code. We were formed in February 2012, commenced investment operations in May 2013 and began trading on the Nasdaq Global Select Market, under the symbol “CGBD,” upon completion of our initial public offering in June 2017. Our principal executive offices are located at One Vanderbilt Avenue, Suite 3400, New York, New York 10017.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through assembling a portfolio of secured debt investments in U.S. middle market companies. Our core investment strategy focuses on lending to U.S. middle market companies, which we define as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. We seek to achieve our 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 a minority of our assets invested in higher yielding investments (which may include unsecured debt, subordinated 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.
We are externally managed by our Investment Adviser, an investment adviser registered under the Investment Advisers 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
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subsidiary of Carlyle. The Investment Committee is responsible for reviewing and approving our investment opportunities. The members of the Investment Committee include several of the most senior credit professionals within the Global Credit segment, with backgrounds and expertise across multiple asset classes with significant industry experience and tenure. As of September 30, 2023, our Investment Adviser’s investment team included a team of 217 investment professionals across the Carlyle Global Credit segment. The Investment Committee has delegated approval of 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 the 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, relationships and resources of Carlyle, including our Investment Adviser and its affiliates.
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 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 between us and our Investment Adviser (as amended, the “Investment Advisory Agreement”); (ii) debt service and other costs of borrowings or other financing arrangements; (iii) 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 (iv) other operating expenses summarized 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;
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;
commissions and other compensation payable to brokers or dealers;
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U.S. federal, state and local 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 federal and state registration and any applicable listing fees;
the costs of any reports, proxy statements or other notices to our stockholders and the costs of any stockholders’ meetings;
the costs of specialty and custom software for monitoring risk, compliance and overall portfolio;
fidelity bond, 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 decline.
PORTFOLIO AND INVESTMENT ACTIVITY
Below is a summary of certain characteristics of our investment portfolio as of September 30, 2023 and December 31, 2022.
As of
September 30, 2023December 31, 2022
Number of investments171 173 
Number of portfolio companies / investment funds124 134 
Number of industries26 28 
Percentage of total investment fair value:
First lien debt68.4 %68.6 %
Second lien debt12.7 %13.3 %
Total secured debt81.1 %81.9 %
Investment Funds13.5 %13.3 %
Equity investments5.4 %4.8 %
Percentage of debt investment fair value:
Floating rate(1)
98.8 %98.5 %
Fixed interest rate1.2 %1.5 %
(1)Primarily subject to interest rate floors.
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Our investment activity for the three months ended September 30, 2023 and 2022 is presented below (information presented herein is at amortized cost unless otherwise indicated):
 Three months ended September 30,
 20232022
Investments:
Total investments, beginning of period$1,963,144 $1,958,301 
New investments purchased54,316 227,794 
Net accretion of discount on investments2,003 2,835 
Net realized gain (loss) on investments(142)(4,508)
Investments sold or repaid(92,437)(172,235)
Total Investments, end of period$1,926,884 $2,012,187 
Principal amount of investments funded:
First Lien Debt$56,025 $267,262 
Second Lien Debt613 285 
Equity Investments(1)
2,166 14,623 
Total$58,804 $282,170 
Principal amount of investments sold or repaid:
First Lien Debt$(57,832)$(180,937)
Second Lien Debt(28,891)(31,500)
Equity Investments(1)
(1,543)— 
Total$(88,266)$(212,437)
Number of new funded debt investments(2)
16 
Average amount of new funded debt investments$5,651 $16,147 
(1)Based on cost/proceeds of equity activity. The prior period has been conformed to the current presentation.
(2)For the three months ended September 30, 2023 and 2022, 100% of new funded debt investments were at floating interest rates.
As of September 30, 2023 and December 31, 2022, investments consisted of the following:
 September 30, 2023December 31, 2022
 Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
First Lien Debt$1,319,570 $1,270,972 $1,416,343 $1,359,962 
Second Lien Debt241,091 236,975 271,266 262,703 
Equity Investments95,126 101,113 91,269 94,190 
Investment Funds271,097 251,415 271,097 263,022 
Total$1,926,884 $1,860,475 $2,049,975 $1,979,877 

The weighted average yields(1) for our first lien debt, second lien debt and income producing investments, based on the amortized cost and fair value as of September 30, 2023 and December 31, 2022, were as follows:
 September 30, 2023December 31, 2022
 Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
First Lien Debt12.6 %12.9 %11.5 %11.9 %
Second Lien Debt13.7 %13.9 %12.8 %13.2 %
First and Second Lien Debt Total12.8 %13.1 %11.7 %12.1 %
Total Debt and Income Producing Investments(2)
12.7 %13.1 %11.8 %12.2 %
(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, 2023 and December 31, 2022. Weighted average yield on debt and income producing investments 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, divided by (b) total fair value included in such securities. Weighted average yield on debt and income producing investments 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, divided by (b) total amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above. Effective March 31, 2023,
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weighted average yields exclude investments placed on non-accrual status. Prior periods were conformed to the current presentation. Inclusive of all debt and income producing investments and investments on non-accrual status, the weighted average yield on amortized cost was 12.3% and 11.4% as of September 30, 2023 and December 31, 2022, respectively.
(2)Income Producing Investments include Credit Fund and Credit Fund II, as well as income producing equity investments.
Total weighted average yields (which includes the effect of accretion of discount and amortization of premiums) of our first lien debt, second lien debt and income producing investments as measured on an amortized cost basis increased from 11.8% as of December 31, 2022 to 12.7% as of September 30, 2023. The increase in weighted average yields was primarily due to the impact of rising benchmark interest rates.
As of September 30, 2023 and December 31, 2022, four and three of our debt investments, respectively, were on non-accrual status. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2023 and December 31, 2022. The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of September 30, 2023 and December 31, 2022:
 September 30, 2023December 31, 2022
 Fair ValuePercentageFair ValuePercentage
Performing$1,823,875 98.0 %$1,921,945 97.1 %
Non-accrual(1)
36,600 2.0 57,932 2.9 
Total$1,860,475 100.0 %$1,979,877 100.0 %
(1)For information regarding our non-accrual policy, see Note 2, Significant Accounting Policies, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
See the Consolidated Schedules of Investments as of September 30, 2023 and December 31, 2022 in our unaudited consolidated financial statements included in this Quarterly Report on 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 assessment policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as “Internal Risk Ratings”. 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
RatingDefinition
1Borrower is operating above expectations, and the trends and risk factors are generally favorable.
2Borrower is operating generally as expected or at an acceptable level of performance. The level of risk to our initial cost basis 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.
3Borrower 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.
4Borrower 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.
5Borrower 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 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 as of September 30, 2023 and December 31, 2022.
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(6)
 September 30, 2023December 31, 2022
 Fair Value% of Fair ValueFair Value% of Fair Value
(dollar amounts in millions)    
Internal Risk Rating 1$27.1 1.8 %$30.7 1.9 %
Internal Risk Rating 21,187.9 78.8 1,280.1 78.8 
Internal Risk Rating 3256.3 17.0 254.0 15.7 
Internal Risk Rating 436.6 2.4 48.6 3.0 
Internal Risk Rating 5— — 9.3 0.6 
Total$1,507.9 100.0 %$1,622.7 100.0 %
As of both September 30, 2023 and December 31, 2022, the weighted average Internal Risk Rating of our debt investment portfolio was 2.2. As of September 30, 2023, four of our debt investments, with an aggregate fair value of $36.6 million were assigned an Internal Risk Rating of 4-5.  As of December 31, 2022, three of our debt investments, with an aggregate fair value of $57.9 million were assigned an Internal Risk Rating of 4-5.
CONSOLIDATED RESULTS OF OPERATIONS
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.
Net Investment Income
Net investment income (loss) for the three and nine months ended September 30, 2023 and 2022 was as follows:

Three months ended September 30,Nine months ended September 30,
2023202220232022
Total investment income$60,501 $59,143 $178,941 $151,220 
Total expenses (including Excise tax expense)(33,390)(27,990)(98,085)(72,678)
Net investment income (loss)$27,111 $31,153 $80,856 $78,542 
The changes in net investment income for the three and nine months ended September 30, 2023 from the comparable periods in 2022 was primarily driven by the changes discussed below.
Investment Income
Investment income for the three and nine months ended September 30, 2023 and 2022 was as follows:Represents
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Investment income
Interest income$46,040 $37,499 $137,142 $103,209 
PIK income5,417 11,146 14,321 18,595 
Dividend Income8,276 7,524 24,828 22,572 
Other income768 2,974 2,650 6,844 
Total investment income$60,501 $59,143 $178,941 $151,220 
The increase in investment income for the three and nine months ended September 30, 2023 from the comparable periods in 2022 was primarily driven by an increase in interest income from higher weighted average interest rates, partially offset by a corporate mezzanine loan,decrease in PIK income from one-time income from restoring our Direct Travel, Inc. debt investments to accrual status. As of September 30, 2023, the size of our portfolio decreased to $1,926,884 from $2,012,187 as of September 30, 2022, at amortized cost. As of September 30, 2023, the weighted average yield of our first and second lien debt investments increased to 12.8% from 10.4% as of September 30, 2022 on amortized cost.
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Interest and PIK 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, 2023 and 2022, four and twoof our debt investments, respectively, were on non-accrual status. Non-accrual investments had a fair value of $36,600 and $37,404, respectively, which represented approximately 2.0% and 1.9% of total investments at fair value, respectively, as of September 30, 2023 and 2022. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2023 and 2022.
The decrease in other income for the three and nine months ended September 30, 2023 from the comparable periods in 2022 was primarily driven by lower amendment, underwriting and prepayment fees.
The increase in dividend income for the three and nine months ended September 30, 2023 from the comparable periods in 2022 was primarily driven by an increase in dividends declared by the investment funds as a result of higher net investment income each investment fund earned.
Expenses
Expenses for the three and nine months ended September 30, 2023 and 2022 comprised the following:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Base management fees$7,080 $7,262 $21,501 $21,425 
Incentive fees5,530 6,451 16,595 16,137 
Professional fees684 787 1,896 2,322 
Administrative service fees369 470 866 1,337 
Interest expense and credit facility fees18,222 11,937 53,376 28,723 
Directors’ fees and expenses103 173 333 519 
Other general and administrative552 461 1,495 1,237 
Excise tax expense850 449 2,023 978 
Total expenses (including Excise tax expense)$33,390 $27,990 $98,085 $72,678 
Below is a summary of the base management fees and incentive fees incurred during the three and nine months ended September 30, 2023 and 2022.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Base management fees$7,080 $7,262 $21,501 $21,425 
Incentive fees on pre-incentive fee net investment income5,530 6,451 16,595 16,137 
Total base management fees and incentive fees$12,610 $13,713 $38,096 $37,562 
The changes in incentive fees related to pre-incentive fee net investment income for the three and nine months ended September 30, 2023 from the comparable periods in 2022 was driven by differences in the pre-incentive fee net investment income. Base management fees for the three and nine months ended September 30, 2023 remained consistent with the comparable periods in 2022.
For the three and nine months ended September 30, 2023 and 2022, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of September 30, 2023 and 2022. 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, Related Party Transactions, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the incentive and base management fees.
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Interest expense and credit facility fees for the three and nine months ended September 30, 2023 and 2022 comprised the following:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Interest expense$17,578 $11,491 $51,697 $27,172 
Facility unused commitment fee354 175 841 805 
Amortization of deferred financing costs and debt issuance costs290 271 838 746 
Total interest expense and credit facility fees$18,222 $11,937 $53,376 $28,723 
Cash paid for interest expense and credit facility fees17,696 9,460 $51,650 $24,902 
Average principal debt outstanding$1,016,240 $1,062,687 $1,054,193 $898,738 
Weighted average interest rate6.79 %4.23 %6.48 %3.96 %
The increase in interest expense and credit facility fees for the three and nine months ended September 30, 2023 compared to the comparable periods in 2022 was primarily driven by higher weighted average interest rates due to higher benchmark rates.
Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of the Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our executive officers and their respective staff. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs.
Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation)
The amount of and number of realized gain (loss) and change in appreciation (depreciation) for the three and nine months ended September 30, 2023 and 2022 were as follows:
Three months ended September 30,Nine months ended September 30,
2023202220232022
Realized gain on investments$153 $598 $1,600 $7,953 
Number of investments with realized gains12 17 
Realized losses on investments$295 $5,106 $23,048 $6,568 
Number of investments with realized losses14 13 
Change in unrealized appreciation on investments$18,458 $25,319 $65,642 $39,047 
Number of investments with unrealized appreciation112 62 123 38 
Change in unrealized depreciation on investments$18,143 $19,524 $61,953 $57,776 
Number of investments with unrealized depreciation60 103 65 141 
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Net realized gain (loss) and net change in unrealized appreciation (depreciation) for the three and nine months ended September 30, 2023 and 2022 were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Net realized gain (loss) on investments$(142)$(4,508)$(21,448)$1,385 
Net change in unrealized appreciation (depreciation) on investments(1)
315 5,795 3,689 (18,729)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments173 1,287 (17,759)(17,344)
Net realized currency gain (loss) on non-investment assets and liabilities406 (71)398 (478)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities2,297 5,461 (808)12,458 
Net realized and unrealized gains (losses)$2,876 $6,677 $(18,169)$(5,364)
(1)For the three and nine months ended September 30, 2023, net change in unrealized appreciation (depreciation) on investments included $(2,337) and $805 related to currency gains (losses), respectively. For the three and nine months ended September 30, 2022, net change in unrealized appreciation (depreciation) on investments included $(5,464) and $(12,633) related to currency gains (losses), respectively.
Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three and nine months ended September 30, 2023 and 2022 were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
TypeNet realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)
First Lien Debt$(97)$7,212 $151 $1,205 $(22,706)$7,783 $3,102 $(12,622)
Second Lien Debt(45)(467)(4,659)3,421 (93)4,447 (5,615)(7,800)
Equity Investments— (1,825)— (753)1,351 3,066 3,898 (808)
Investment Funds— (4,605)— 1,922 — (11,607)— 2,501 
Total$(142)$315 $(4,508)$5,795 $(21,448)$3,689 $1,385 $(18,729)

The net realized loss on our investments for the three months ended September 30, 2023 was primarily driven by sales to Credit Fund II. The net realized loss on our investments for the nine months ended September 30, 2023 was primarily driven by the exit of our investment in DermaRite and the restructuring of PPT Management Holdings. Net change in unrealized appreciation (depreciation) in our investments for the three months ended September 30, 2023 was primarily driven by the tightening of market yields. Net change in unrealized appreciation (depreciation) in our investments for the nine months ended September 30, 2023 was primarily driven by the performance of our investment in American Physician Partners offset by the reversal of prior period unrealized losses on our investment in DermaRite and Bayside OPCP (formerly PPT Management). 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 (“Credit Fund”)
On February 29, 2016, we 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, May 16, 2022 and April 20, 2023 (as amended, the “Limited Liability Company Agreement”) to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in our consolidated financial statements. Credit Fund is managed by a six-member board of managers, on which we and Credit Partners each have equal representation. We and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $250,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by us. By virtue of our respective membership interests, we and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.
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Credit Fund primarily invests in first lien loans of middle market companies sourced primarily by us and our affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of us and Credit Partners. Therefore, although we own more than 25% of the voting securities of Credit Fund, we do not believe that we have control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (“Credit Fund Sub”), MMCF CLO 2017-1 LLC (the “2017-1 Issuer”) and MMCF Warehouse II, LLC (“Credit Fund Warehouse II”), each a Delaware limited liability company are wholly owned subsidiaries of Credit Fund and are consolidated in Credit Fund’s consolidated financial statements.
Since inception of Credit Fund and through September 30, 2023 and December 31, 2022, we and Credit Partners each made capital contributions of $1 in members’ equity and $216,000 in subordinated loans to Credit Fund. On May 25, 2021, the Company and Credit Partners received an aggregate return of capital on the subordinated loans of $46,000, of which the Company received $23,000. The cost and fair value of our investment in Credit Fund was $193,001 and $184,527, respectively, as of September 30, 2023 and $193,001 and $190,065, respectively, as of December 31, 2022.
Our portion of the dividend declared by Credit Fund was $5,500 and $5,000 for the three months ended September 30, 2023 and 2022, respectively. Our portion of the dividend declared by Credit Fund was $16,500 and $15,000 for the nine months ended September 30, 2023 and 2022, respectively. As of both September 30, 2023 and December 31, 2022, our annualized dividend yield from Credit Fund was 11.4%.
Below is a summary of Credit Fund’s portfolio as of September 30, 2023 and December 31, 2022:
As of
September 30, 2023December 31, 2022
Senior secured loans(1)
$816,447 $955,605 
Weighted average yields of senior secured loans based on amortized cost(2)
11.2 %10.0 %
Weighted average yields of senior secured loans based on fair value(2)
11.6 %10.5 %
Number of portfolio companies in Credit Fund38 45 
Average amount per portfolio company(1)
$21,485 $21,236 
Number of loans on non-accrual status— 
Fair value of loans on non-accrual status$13,591 $— 
Percentage of portfolio at floating interest rates(3)(4)
100.0 %100.0 %
Fair value of loans with PIK provisions$35,272 $49,950 
Percentage of portfolio with PIK provisions(4)
4.7 %5.5 %
(1)At par/principal amount.
(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2023 and December 31, 2022. Weighted average yield on debt at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned, divided by (b) total fair value included in such securities. Weighted average yield on debt at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned, divided by (b) total amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above. Effective March 31, 2023, weighted average yields exclude investments placed on non-accrual status. Prior periods were conformed to the current presentation.
(3)Floating rate debt investments are generally subject to interest rate floors.
(4)Percentages based on fair value.
At times, the Company will engage in purchase and sale transactions with Credit Fund, as detailed below. See Note 5, Middle Market Credit Fund, LLC, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Number of investments sold— 
Proceeds from investments$— $31,014 $18,237 $84,534 
Realized gain (loss) from investments$— $121 $(94)$48 


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Middle Market Credit Fund II, LLC (“Credit Fund II”)
On November 3, 2020, we and Cliffwater Corporate Lending Fund (“CCLF”) entered into a limited liability company agreement to co-manage Credit Fund II, a Delaware limited liability company that is not consolidated in our consolidated financial statements. Credit Fund II is managed by a four-member board, on which we and CCLF have equal representation. We and CCLF have 84.13% and 15.87% economic ownership of Credit Fund II, respectively. By virtue of our respective membership interests, we and CCLF each indirectly bear an allocable share of all expenses and other obligations of Credit Fund II.
Credit Fund II primarily invests in senior secured term loans of middle market companies. Credit Fund II's initial portfolio was funded in November 2020 with existing senior secured debt investments contributed by us and as part of the portfolio companytransaction, we 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 our representatives and one of CCLF's representatives. Therefore, although we own more than 25% of the voting securities of Credit Fund II, we do not believe that we have control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund II SPV, LLC (“Credit Fund II Sub”), a Delaware limited liability company, is a wholly owned subsidiary of Credit Fund II and is consolidated in Credit Fund II’s consolidated financial statements.
Since inception of Credit Fund II and through September 30, 2023, we and CCLF made capital contributions of $78,096 and $12,709 in members’ equity, respectively, to Credit Fund II. The cost and fair value of our investment in Credit Fund II was $78,096 and $66,888, respectively, as of September 30, 2023 and $78,096 and $72,957, respectively, as of December 31, 2022.
Our portion of the dividend declared by Credit Fund II was $2,776 and $2,524 for the three months ended September 30, 2023 and 2022, respectively. Our portion of the dividend declared by Credit Fund II was $8,328 and $7,572 for the nine months ended September 30, 2023 and 2022, respectively. As of both September 30, 2023 and December 31, 2022, our annualized dividend yield from Credit Fund II was 14.2%.
Below is a summary of Credit Fund II’s portfolio as of September 30, 2023 and December 31, 2022:
As of
 September 30, 2023December 31, 2022
Senior secured loans(1)
$249,300 $253,310 
Weighted average yields of senior secured loans based on amortized cost(2)
12.0 %11.1 %
Weighted average yields of senior secured loans based on fair value(2)
12.2 %11.3 %
Number of portfolio companies in Credit Fund II35 35 
Average amount per portfolio company(1)
$7,123 $7,237 
Number of loans on non-accrual status— 
Fair value of loans on non-accrual status$— $— 
Percentage of portfolio at floating interest rates(3)(4)
97.9 %97.9 %
Percentage of portfolio at fixed interest rates(4)
2.1 %2.1 %
Fair value of loans with PIK provisions$2,663 $10,787 
Percentage of portfolio with PIK provisions(4)
1.1 %4.4 %
(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, 2023 and December 31, 2022. Weighted average yield on debt 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, divided by (b) total fair value included in such securities. Weighted average yield on debt 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, divided by (b) total amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above. Effective March 31, 2023, weighted average yields exclude investments placed on non-accrual status. Prior periods were conformed to the current presentation.
(3)Floating rate debt investments are generally subject to interest rate floors.
(4)Percentages based on fair value.

At times, the Company will engage in purchase and sale transactions with Credit Fund II, as detailed below. See Note 6, Middle Market Credit Fund II, LLC, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
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Three months ended September 30,Nine months ended September 30,
2023202220232022
Number of investments purchased— — 
Cost of investments purchased$6,581 $— $6,581 $— 
Number of investments sold10 
Proceeds from investments$24,601 $27,429 $45,190 $59,222 
Realized gain (loss) from investments$140 $(421)$(33)$(842)

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, repurchases of our common stock 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.
Credit Facility, Senior Notes, and 2015-1R Notes
On March 21, 2014, the Companywe closed on a senior secured revolving credit facility (the “Credit Facility”), which was subsequentlyas amended on January 8, 2015, May 25, 2016, March 22, 2017, September 25, 2018, June 14, 2019, November 8, 2019, October 28, 2020, October 11, 2021 and May 25, 2022.from time to time. The maximum principal amount of the Credit Facility is $790,000, ($745,000 prior to the August 31, 2023 amendment, and $688,000 prior to April 21, 2023) pursuant to the terms of the agreement, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased, subject to certain conditions, to $900,000$1,185,000 ($900,000 prior to the August 31, 2023 amendment) through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes
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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 Companywe closed a private offering of $115.0 million in aggregate principal amount of 4.750%4.75% Senior Unsecured Notes due December 31, 2024 (the “2019 Notes”). Interest is payable quarterly, beginning March 31, 2020. On December 11, 2020, the Companywe issued an additional $75.0 million aggregate principal amount of senior unsecured notes due December 31, 2024 (the “2020 Notes”,Notes,” together with the 2019 Notes, the “Senior Notes”). The 2020 Notes bear interest at an interest rate of 4.500%4.50%. We paid an affiliate of Carlyle a fee of $562 for underwriting services rendered in connection with the issuance of the 2020 Notes in the amount of 0.75% of the aggregate principal amount of the 2020 Notes. 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. For more information on the Senior Notes, see Note 7, Borrowings, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
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. OnSecuritization, which was refinanced on August 30, 2018 the 2015-1 Issuer refinanced the 2015-1 Debt Securitization (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing new notes (the “2015-1R Notes”). The 2015-1R Notes were issued by Carlyle Direct Lending CLO 2015-1R LLC (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of us. 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.
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On June 30, 2023, the 2015-1R Notes were amended to transition the benchmark rate to the Term SOFR Rate plus a Term SOFR adjustment (LIBOR prior to the 2015-1R Effective Date, as defined). The amendment is effective at the commencement of the next succeeding interest accrual period following the date of the amendment (the “2015-1R Effective Date”).
The 2015-1R Notes consist of:
(a) $234,800 AAA Class A-1-1-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.55%;
(b) $50,000 AAA Class A-1-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.78% thereafter;
(c) $25,000 AAA Class A-1-3-R Notes, which bear interest at 4.56%;
(d) $66,000 Class A-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 2.20%;
(e) $46,400 single-A Class B Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 3.15%;
(f) $27,000 BBB- Class C Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 4.00%.
The Company received 100% of the $125,900 in nominal value of the non-interest bearing preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization Refinancing,in exchange for the Company’s contribution to the 2015-1 Issuer among other things:
(a) refinancedof the issued Class A-1A Notes by redeeming in fullinitial closing date loan portfolio. Following 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) reduced2015-1 Debt Securitization Refinancing, the 2015-1 Issuer Preferred Interests were reduced by approximately $21,375 from a nominal value of $125,900 to approximately $104,525 at close; and$104,525.
(g) extended theThe 2015-1R Notes have a reinvestment period end date and maturity date applicable to the 2015-1 Issuer toof October 15, 2023 and October 15, 2031, respectively.
In connection with the contribution,initial financing, 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 unaudited 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 87, Borrowing, to the unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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As of September 30, 20222023 and December 31, 2021,2022, we had $68,644$55,218 and $93,074,$30,506, respectively, in cash, cash equivalents and restricted cash. The Credit Facility consisted of the following as of September 30, 20222023 and December 31, 2021:2022:
 September 30, 2022
 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
Credit Facility$688,000 $423,959 $264,041 $265,350 
Total$688,000 $423,959 $264,041 $265,350 
 December 31, 2021
 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
Credit Facility688,000 407,655 280,345 280,706 
Total$688,000 $407,655 $280,345 $280,706 
 Total FacilityBorrowings Outstanding
Unused 
Portion(1)
Amount Available(2)
September 30, 2023$790,000 $366,256 $423,744 $337,573 
December 31, 2022$688,000 $440,441 $247,559 $247,559 
(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 and Senior Notes as of September 30, 20222023 and December 31, 2021:2022:
 September 30, 2022December 31, 2021
2015-1R NotesCarrying ValueFair ValueCarrying ValueFair Value
Aaa/AAA Class A-1-1-R Notes$234,800 $227,592 $234,800 $234,941 
Aaa/AAA Class A-1-2-R Notes50,000 48,710 50,000 50,075 
Aaa/AAA Class A-1-3-R Notes25,000 23,595 25,000 24,680 
AA Class A-2-R Notes66,000 63,327 66,000 66,003 
A Class B Notes46,400 45,296 46,400 46,430 
BBB- Class C Notes27,000 26,123 27,000 26,714 
Total$449,200 $434,643 $449,200 $448,843 
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 September 30, 2023December 31, 2022
Carrying ValueFair ValueCarrying ValueFair Value
Aaa/AAA Class A-1-1-R Notes$234,800 $233,016 $234,800 $232,170 
Aaa/AAA Class A-1-2-R Notes50,000 49,770 50,000 49,655 
Aaa/AAA Class A-1-3-R Notes25,000 23,938 25,000 24,013 
AA Class A-2-R Notes66,000 65,340 66,000 63,802 
A Class B Notes46,400 45,078 46,400 44,465 
BBB- Class C Notes27,000 26,393 27,000 25,920 
2019 Notes115,000 102,849 115,000 105,496 
2020 Notes75,000 67,731 75,000 69,180 
Total$639,200 $614,115 $639,200 $614,701 
As of September 30, 20222023 and December 31, 2021,2022, we had a combined $1,063,159$1,005,456 and $1,046,855,$1,079,641, 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, 20222023 and December 31, 2021,2022, was 4.45%6.82% and 2.75%5.78%, excluding fees (such as fees on undrawn amounts and amortization of upfront fees). For the three months ended September 30, 20222023 and 2021,2022, we incurred $11,491$18,222 and $7,519,$11,937, respectively, of interest expense and $446 and $435, respectively, of credit facility fees. For the nine month periodsmonths ended September 30, 20222023 and 2021,2022, we incurred $27,172$53,376 and $21,549,$28,723, respectively, of interest expense and $1,551 and $1,459, respectively, of credit facility fees.
Our Credit Facility, the Senior Notes and the 2015-1R Notes impose financial and operating covenants that restrict our business activities, and provide for remedies on default and similar matters. As of September 30, 2023, we were in material compliance with the operating and financial covenants of our Credit Facility, the Senior Notes and the 2015-1R Notes. Although we believe we will continue to be in material compliance, we cannot assure you that we will continue to comply with the covenants in our Credit Facility, the Senior Notes and the 2015-1R Notes. Failure to comply with these covenants could result in a default. If we were unable to obtain a waiver of a default from the lenders or holders of that indebtedness, as applicable, those lenders or holders could accelerate repayment under that indebtedness, which may result in cross-acceleration of other indebtedness, and thereby have a material adverse effect on our business, financial condition and results of operations. Moreover, to the extent that we cannot meet our financing obligations, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.
Equity Activity
Common shares issued and outstanding as of September 30, 20222023 and December 31, 20212022 were 51,616,77250,794,941 and 53,142,454,51,060,136, respectively.
The following table summarizes activity in the number of shares of our common stock outstanding during the nine month periodsmonths ended September 30, 20222023 and 2021:2022:
For the nine month periods ended Nine months ended September 30,
September 30, 2022September 30, 2021 20232022
Common shares outstanding, beginning of periodCommon shares outstanding, beginning of period53,142,454 55,320,309 Common shares outstanding, beginning of period51,060,136 53,142,454 
Repurchase of common stock (1)
Repurchase of common stock (1)
(1,525,682)(1,605,865)
Repurchase of common stock(1)
(265,195)(1,525,682)
Common shares outstanding, end of periodCommon shares outstanding, end of period51,616,772 53,714,444 Common shares outstanding, end of period50,794,941 51,616,772 
(1)See Note 109, Net Assets, to the unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding the Company Stock Repurchase Program.
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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, 20222023 and December 31, 2021.2022.
Dividends and Distributions
OFF BALANCE SHEET ARRANGEMENTS
In the ordinary course ofThe following table summarizes our business, we enter into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give riseupdates to liabilities arising from these provisions against us. We believe that the likelihood of such an eventour dividend policy. Our dividend policy is remote; however, the maximum potential exposure is unknown. No accrual has been made in these consolidated financial statements as of September 30, 2022 and December 31, 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 obligatedsubject 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
 September 30, 2022December 31, 2021
Unfunded delayed draw commitments$111,141 $112,985 
Unfunded revolving commitments74,804 67,513 
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 obligationschange by the 2015-1 Issuer for so long as any securities of the 2015-1 Issuer remains outstanding. As of September 30, 2022 and December 31, 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. Forits sole discretion at 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 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 withholding taxes. We intend to use primarily newly issued shares of common 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.time.
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Record DateBase Dividend Per Share
September 30, 2020$0.32 
September 30, 2022$0.34 
December 30, 2022$0.36 
March 31, 2023$0.37 
The following table summarizes the Company'sour dividends declared per share of common stock during the two most recent fiscal years and the current fiscal year to date:to-date:
Date DeclaredRecord DatePayment DatePer Share Amount
2020
February 24, 2020March 31, 2020April 17, 2020$0.37 
May 4, 2020June 30, 2020July 17, 20200.37 
August 3, 2020September 30, 2020October 16, 20200.32 (2)
August 3, 2020September 30, 2020October 16, 20200.05 (1)
November 2, 2020December 31, 2020January 15, 20210.32 
November 2, 2020December 31, 2020January 15, 20210.04 (1)
Total$1.47 
2021
February 22, 2021March 31, 2021April 16, 2021$0.32 
February 22, 2021March 31, 2021April 16, 20210.05 (1)
May 3, 2021June 30, 2021July 15, 2021$0.32 
May 3, 2021June 30, 2021July 15, 2021$0.04 (1)
August 2, 2021September 30, 2021October 15, 2021$0.32 
August 2, 2021September 30, 2021October 15, 2021$0.06 (1)
November 1, 2021December 31, 2021January 14, 2022$0.32 
November 1, 2021December 31, 2021January 14, 2022$0.07 (1)
Total$1.50 
2022
February 18, 2022March 31, 2022April 15, 2022$0.32 
February 18, 2022March 31, 2022April 15, 2022$0.08 (1)
May 2, 2022June 30, 2022July 15, 2022$0.32 
May 2, 2022June 30, 2022July 15, 2022$0.08 (1)
August 8, 2022September 30, 2022October 14, 2022$0.34 (2)
August 8, 2022September 30, 2022October 14, 2022$0.06 (1)
Total$1.20 
Date DeclaredRecord DatePayment Date
Per Share Amount(1)
2021
February 22, 2021March 31, 2021April 16, 2021$0.37 
May 3, 2021June 30, 2021July 15, 2021$0.36 
August 2, 2021September 30, 2021October 15, 2021$0.38 
November 1, 2021December 31, 2021January 14, 2022$0.39 
Total$1.50 
2022
February 18, 2022March 31, 2022April 15, 2022$0.40 
May 2, 2022June 30, 2022July 15, 2022$0.40 
August 8, 2022September 30, 2022October 14, 2022$0.40 
October 31, 2022December 30, 2022January 16, 2023$0.44 
Total$1.64 
2023
February 21, 2023March 31, 2023April 14, 2023$0.44 
May 4, 2023June 30, 2023July 18, 2023$0.44 
August 3, 2023September 29, 2023October 17, 2023$0.44 
Total$1.32 
(1)RepresentsPer Share Amount includes the base dividend and a special/supplemental dividend.
(2)The Company updated its dividend policy such that For more information on the base dividend was $0.32 per share of common stock, effective withand special/supplemental dividend, see Note 9, Net Assets, to 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.unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.

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Our 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 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 Preferred Stock is convertible, in whole or in part, at the option of the holder of the Preferred Stock into the number of shares of common stock equal to the Liquidation Preference plus any accumulated but unpaid dividends, divided by an initial conversion price of $9.50, subject to certain adjustments to prevent dilution as set forth in the Company's articles supplementary (the “Articles Supplementary”). The conversion price as of September 30, 2023 was $9.15. Effective as of May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, has the option to redeem all of the Preferred Stock for cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends. The holders of the Preferred Stock have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. Effective as of May 5, 2027, the holders of the Preferred Stock have the option to require the Company to redeem any or all of the then-outstanding Preferred Stock upon 90 days’ notice. The form of consideration used in any such redemption is at the option of the Board of Directors, including a majority of the Independent Directors, and may be cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends, or shares of common stock. Holders also have the right to redeem the Preferred Stock upon a Change in Control (as defined in the Articles Supplementary).
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The following table summarizes the Company'sCompany’s dividends declared per share ofon the Preferred Stock during the two most recent fiscal years and the current fiscal year to date.to-date. Unless otherwise noted, dividends were declared wereand paid, or are payable, in cash.
Date DeclaredRecord DatePayment DatePer Share Amount
2020
June 30, 2020June 30, 2020September 30, 2020$0.277 
September 30, 2020September 30, 2020September 30, 20200.423 
December 31, 2020December 31, 2020December 31, 20200.438 
Total$1.138 
2021
March 31, 2021March 31, 2021March 31, 2021$0.438 
June 30, 2021June 30, 2021June 30, 2021$0.438 
September 30, 2021September 30, 2021September 30, 2021$0.438 
December 29, 2021December 31, 2021December 31, 2021$0.438 
Total$1.752 
2022
March 25, 2022March 31, 2022March 31, 2022$0.438 
June 27, 2022June 30, 2022June 30, 2022$0.438 
September 22, 2022September 30, 2022September 30, 2022$0.438 
December 16, 2022December 30, 2022December 30, 2022$0.438 
Total$1.752 
2023
March 23, 2023March 31, 2023March 31, 2023$0.438 
June 27, 2023June 30, 2023June 30, 2023$0.438 
September 19, 2023September 29, 2023September 29, 2023$0.438 
Total$1.314 
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, 2023 and December 31, 2022 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 September 30, 2023 and December 31, 2022:
 Par / Principal Amount as of
 September 30, 2023December 31, 2022
Unfunded delayed draw commitments$72,421 $83,743 
Unfunded revolving commitments69,247 74,463 
Total unfunded commitments$141,668 $158,206 
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, 2023 and December 31, 2022, we were in compliance with this undertaking.
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
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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, 20222023 and December 31, 2021,2022, the Company had total senior securities of $1,113,159$1,055,456 and $1,096,855,$1,129,641, 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 179.56%181.14% and 181.94%176.79%, respectively.
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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 these estimates and assumptions may have a material effect on our results of operations and financial condition. We believeThere have been no material changes in the critical accounting policiesestimates since those discussed below affectin our more significant judgments and estimates used in the preparation of our consolidated financial statements and should be read in conjunction with our consolidated financial statements and related notes in Part II, Item 8, as well as with our “Risk Factors” in Part I, Item 1A of the Company's annual reportAnnual Report on Form 10-K for the year ended December 31, 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 Investment Adviser values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Investment Adviser may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Investment Adviser determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Investment Adviser may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.
Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment other than Credit Fund is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) if applicable, prior to September 8, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) reviewed the assessments of the Investment Adviser and the third-party valuation firm; and (v) if applicable, prior to September 8, 2022, the Board of Directors discussed the valuation recommendations of the Audit Committee and determined the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.
All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:
2022.
the nature and realizable value of any collateral;
call features, put features and other relevant terms of debt;
the portfolio company’s leverage and ability to make payments;
the portfolio company’s public or private credit rating;
the portfolio company’s actual and expected earnings and discounted cash flow;
prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;
the markets in which the portfolio company does business and recent economic and/or market events; and
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comparisons to comparable transactions and publicly traded securities.
Investment performance data utilized are the most recently available financial statements and compliance certificate received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of September 30, 2022 and December 31, 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.
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.
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
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.
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.
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In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.
The SPV and the 2015-1 Issuer are disregarded entities for tax purposes and are consolidated with the tax return of the Company.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.
Valuation Risk
Our investments generally domay not have a readily available market price, ourOur 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 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, 2022,2023, on a fair value basis, approximately 1.4%1.2% of our debt investments bear interest at a fixed rate and approximately 98.6%98.8% of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. Interest rates on the investments held within our portfolio of investments are typically based on floating SOFR, with many of these investments also having a reference rate floor. Additionally, our Credit Facility is also subject to floating interest rates and is currently paid based on floating 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. Interest income is calculated as revenue from interest generated from our settled portfolio of debt investments held as of September 30, 2023. 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, 2022 and December 31, 2021,2023, 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, 2022 and December 31, 20212023 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, 2022 and December 31, 2021,2023, 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 significantly 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, 2022 and December 31, 2021,2023, 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, 2022December 31, 2021 September 30, 2023
Basis Point ChangeBasis Point ChangeInterest IncomeInterest ExpenseNet Investment IncomeInterest IncomeInterest ExpenseNet Investment IncomeBasis Point ChangeInterest IncomeInterest ExpenseNet Investment Income
Up 300 basis pointsUp 300 basis points$48,325 $(25,668)$22,657 $34,923 $(24,832)$10,091 Up 300 basis points$45,186 $(23,714)$21,472 
Up 200 basis pointsUp 200 basis points$32,217 $(17,112)$15,105 $19,935 $(16,513)$3,422 Up 200 basis points$30,124 $(15,809)$14,315 
Up 100 basis pointsUp 100 basis points$16,108 $(8,556)$7,552 $4,954 $(8,195)$(3,241)Up 100 basis points$15,062 $(7,905)$7,157 
Down 100 basis pointsDown 100 basis points$(15,915)$8,556 $(7,359)$(147)$1,083 $936 Down 100 basis points$(15,062)$7,905 $(7,157)
Down 200 basis pointsDown 200 basis points$(29,971)$17,078 $(12,893)$(147)$1,083 $936 Down 200 basis points$(30,124)$15,809 $(14,315)
Down 300 basis pointsDown 300 basis points$(35,283)$22,515 $(12,768)$(147)$1,083 $936 Down 300 basis points$(45,161)$23,714 $(21,447)
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (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 Exchange 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 periodmonths ended September 30, 20222023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
The Company may become party to certain lawsuits in the ordinary course of business. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also Note 1211 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, 2021.2022.
Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds.Proceeds and Issuer Purchases of Equity Securities
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” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended September 30, 20222023 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, 2022 through July 31, 2022228,480 $13.11 228,480 $57,742 
August 1, 2022 through August 31, 2022145,999 14.04 145,999 55,693 
September 1, 2022 through September 30, 2022156,960 13.38 156,960 53,593 
Total531,439 531,439 
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, 2023 through July 31, 2023— $— — $42,263 
August 1, 2023 through August 31, 2023— — — 42,263 
September 1, 2023 through September 30, 2023— — — 42,263 
Total— — 
(1)On trade date basis.
(2)On August 1, 2022,November 2, 2023, the Company's Board of Directors approved the continuation of the Company's Stock Repurchase Program until November 5, 2023,2024, or until the date the approved dollar amount has been used to repurchase shares, and increasedshares. On August 1, 2022, the Company’s Board of Directors approved to increase the size of the Company’s Stock Repurchase Program by $50 million to $200 million. Pursuant to the program, the Company is authorized to repurchase up to $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 10b5-1 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.
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Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.During the three months ended September 30, 2023, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item
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408(a) of Regulation S-K).
Item 6. Exhibits.
10.1
31.1  
31.2  
32.1  
32.2  
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101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (embedded within the Inline XBRL document)*
* Filed herewith

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
CARLYLE SECURED LENDING, INC.
Dated: November 8, 20227, 2023By  /s/ Thomas M. Hennigan
  Thomas M. Hennigan
Chief Financial Officer
(principal financial officer)
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