TriplePoint Venture Growth BDC 10Q 2019 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

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

COMMISSION FILE NUMBER: 814-01044

TriplePoint Venture Growth BDC Corp.

(Exact name of registrant as specified in its charter)

MARYLAND		46-3082016
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

TriplePoint Venture Growth BDC Corp.

2755 Sand Hill Road, Suite 150, Menlo Park, California 94025

(Address of principal executive office)

(650) 854-2090

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TPVG	New York Stock Exchange
5.75% Notes due 2022	TPVY	New York Stock Exchange

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☒

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

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

As of November 6, 2019, the registrant had 24,894,768 shares of common stock, $0.01 par value per share, outstanding.

TriplePoint Venture Growth BDC Corp.

TABLE OF CONTENTS


				PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Assets and Liabilities as of September 30, 2019 and December 31, 2018	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and September 30, 2018	4
	Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2019 and September 30, 2018	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and September 30, 2018	6
	Consolidated Schedules of Investments as of September 30, 2019 and December 31, 2018	7
	Notes to Consolidated Financial Statements as of September 30, 2019	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
	Forward-Looking Statements	36
	Overview	37
	Portfolio Composition, Investment Activity and Asset Quality	38
	Results of Operations	43
	Critical Accounting Policies	46
	Liquidity and Capital Resources	46
	Recent Developments	48
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	50


PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52
SIGNATURES			53

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except per share data)

	September 30, 2019		December 31, 2018
	(unaudited)
Assets
Investments at fair value (amortized cost of $526,862 and $435,084, respectively)	$	526,001	$	433,417
Short-term investments at fair value (cost of $0 and $19,999, respectively)		—		19,999
Cash		29,385		3,382
Restricted cash		31,242		6,567
Deferred credit facility costs		1,887		1,179
Prepaid expenses and other assets		2,568		2,510
Total assets	$	591,083	$	467,054

Liabilities
Credit Facility	$	170,776	$	23,000
2022 Notes (net of deferred financing costs of $1,424 and $1,807, respectively)		73,326		72,943
Payable for U.S. Treasury Bill assets		—		19,999
Base management fee payable		2,271		1,725
Income incentive fee payable		1,745		2,558
Payable to directors and officers		46		64
Other accrued expenses and liabilities		7,473		12,234
Total liabilities	$	255,637	$	132,523

Commitments and Contingencies (Note 7)

Net assets
Preferred stock, par value $0.01 per share (50,000 shares authorized; no shares issued and outstanding, respectively)	$	—	$	—
Common stock, par value $0.01 per share (450,000 shares authorized; 24,895 and 24,780 shares issued and outstanding, respectively)		249		248
Paid-in capital in excess of par value		332,929		331,329
Total distributable earnings		2,268		2,954
Total net assets	$	335,446	$	334,531
Total liabilities and net assets	$	591,083	$	467,054

Net asset value per share	$	13.47	$	13.50

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Investment income
Interest income from investments	$	15,434		$	16,969		$	50,477		$	44,995
Other income
Expirations or terminations of unfunded commitments		228			145			544			495
Other fees		28			564			1,101			1,359
Total investment and other income		15,690			17,678			52,122			46,849

Operating expenses
Base management fee		2,270			1,848			6,107			5,144
Income incentive fee		1,745			2,503			6,754			6,190
Interest expense and amortization of fees		3,202			2,141			8,415			7,191
Administration agreement expenses		463			456			1,238			1,308
General and administrative expenses		897			720			2,457			2,259
Total operating expenses		8,577			7,668			24,971			22,092

Net investment income		7,113			10,010			27,151			24,757

Net realized and unrealized gains (losses)
Net realized gains (losses) on investments		(1,801	)		904			(1,847	)		1,685
Net change in unrealized gains (losses) on investments		(14,124	)		(5	)		814			805
Net realized and unrealized gains (losses)		(15,925	)		899			(1,033	)		2,490

Net increase (decrease) in net assets resulting from operations	$	(8,812	)	$	10,909		$	26,118		$	27,247

Basic and diluted net investment income per share	$	0.29		$	0.46		$	1.09		$	1.30
Basic and diluted net increase (decrease) in net assets per share	$	(0.35	)	$	0.50		$	1.05		$	1.43
Basic and diluted weighted average shares of common stock outstanding		24,865			21,641			24,825			19,056

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)

(in thousands)

	Common Stock
	Shares		Par Value		Paid-in Capital in Excess of Par Value		Total Distributable Earnings (Loss)			Net Assets
Balance at June 30, 2018		17,771	$	178	$	235,969	$	2,844		$	238,991
Net increase in net assets resulting from operations		—		—		—		10,909			10,909
Issuance of common stock, net		6,925		69		94,542		—			94,611
Distributions reinvested in common stock		31		—		380		—			380
Distributions from net investment income		—		—		—		(8,888	)		(8,888	)
Balance at September 30, 2018		24,727	$	247	$	330,891	$	4,865		$	336,003

Balance at June 30, 2019		24,859	$	249	$	332,375		20,028		$	352,652
Net decrease in net assets resulting from operations		—		—		—		(8,812	)		(8,812	)
Distributions reinvested in common stock		36		—		554		—			554
Distributions from net investment income		—		—		—		(8,948	)		(8,948	)
Balance at September 30, 2019		24,895	$	249	$	332,929	$	2,268		$	335,446

	Common Stock
	Shares		Par Value		Paid-in Capital in Excess of Par Value		Total Distributable Earnings (Loss)			Net Assets
Balance at December 31, 2017		17,730	$	177	$	235,488	$	(720	)	$	234,945
Net increase in net assets resulting from operations		—		—		—		27,247			27,247
Issuance of common stock, net		6,925		69		94,542		—			94,611
Distributions reinvested in common stock		72		1		861		—			862
Distributions from net investment income		—		—		—		(21,662	)		(21,662	)
Balance at September 30, 2018		24,727	$	247	$	330,891	$	4,865		$	336,003

Balance at December 31, 2018		24,780	$	248	$	331,329		2,954		$	334,531
Net increase in net assets resulting from operations		—		—		—		26,118			26,118
Distributions reinvested in common stock		115		1		1,600		—			1,601
Distributions from net investment income		—		—		—		(26,804	)		(26,804	)
Balance at September 30, 2019		24,895	$	249	$	332,929	$	2,268		$	335,446

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)

	For the Nine Months Ended September 30,
	2019			2018
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations	$	26,118		$	27,247
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Fundings and purchases of investments, net		(248,069	)		(144,107	)
Sales of short-term investments, net		19,999			55,043
Principal payments and proceeds from investments		163,625			176,250
Payment-in-kind interest on investments		(1,627	)		(1,951	)
Net change in unrealized gains on investments		(814	)		(805	)
Net realized gains (losses) on investments		1,847			(1,723	)
Amortization and accretion of premiums and discounts, net		(2,551	)		(2,578	)
Accretion of end-of-term payments, net of prepayments		(4,949	)		(5,245	)
Amortization of debt fees and issuance costs		1,161			1,149
Change in operating assets and liabilities:
Payable for U.S. Treasury Bill assets		(19,999	)		(104,927	)
Prepaid expenses and other assets		(58	)		1,067
Base management fee payable		546			385
Income incentive fee payable		(813	)		1,409
Payable to directors and officers		(18	)		(8	)
Other accrued expenses and liabilities		(4,807	)		(2,703	)
Net cash used in operating activities		(70,409	)		(1,497	)
Cash Flows from Financing Activities:
Borrowings (repayments) under revolving credit facility, net		147,776			(67,000	)
Distributions paid, net		(25,203	)		(20,800	)
Deferred credit facility costs		(1,486	)		(1,260	)
Net proceeds from issuance of common stock		—			94,611
Net cash provided by financing activities		121,087			5,551
Net change in cash and restricted cash		50,678			4,054
Cash and restricted cash at beginning of period		9,949			10,006
Cash and restricted cash at end of period	$	60,627		$	14,060
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	6,934		$	6,093
Distributions reinvested	$	1,601		$	862

	For the Nine Months Ended September 30,
	2019			2018
Cash	$	29,385		$	13,277
Restricted cash		31,242			783
Total cash and restricted cash shown in the statement of cash flows	$	60,627		$	14,060

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

(unaudited)

(dollars in thousands)

As of September 30, 2019

Venture Growth Stage Company	Industry	Type of Investment	Acquisition Date ⁽¹²⁾	Outstanding Principal		Cost⁽⁶⁾		Fair Value		Maturity Date
Debt Investments
Biofuels / Biomass
Harvest Power, Inc.	Biofuels / Biomass	Growth Capital Loan (12.00% interest rate, 9.00% EOT payment)	3/5/2014	$	13,248	$	14,756	$	7,497	4/30/2021
Total Biofuels / Biomass - 2.23%*					13,248		14,756		7,497
Building Materials/Construction Machinery
View, Inc.	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	6/13/2017		8,386		9,053		9,762	6/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	6/30/2017		4,015		4,330		4,674	6/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	7/26/2017		5,639		6,035		6,527	7/31/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	9/29/2017		1,375		1,450		1,575	9/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	11/14/2017		1,812		1,888		2,058	11/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	11/30/2017		1,453		1,512		1,650	11/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	12/29/2017		2,142		2,217		2,424	12/31/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	12/29/2017		2,244		2,323		2,540	12/31/2021
Total Building Materials/Construction Machinery - 9.30%*					27,066		28,808		31,210
Buildings and Property
Knotel. Inc.	Buildings and Property	Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment)	2/28/2019		9,000		9,028		9,028	8/31/2022
	Buildings and Property	Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment)	3/25/2019		6,000		6,005		6,005	9/30/2022
	Buildings and Property	Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment)	4/18/2019		9,000		8,987		8,987	10/31/2022
	Buildings and Property	Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment)	9/30/2019		6,000		5,909		5,909	3/31/2023
Total Buildings and Property - 8.92%*					30,000		29,929		29,929
Business Applications Software
HI.Q, Inc.	Business Applications Software	Growth Capital Loan (11.00% interest rate, 2.00% EOT payment)	12/17/2018		13,250		13,086		13,086	6/30/2023
OneSource Virtual, Inc.	Business Applications Software	Growth Capital Loan (Prime + 2.50% interest rate, 2.25% EOT payment)	6/29/2018		10,000		10,475		10,475	12/31/2019
Passport Labs, Inc.	Business Applications Software	Growth Capital Loan (9.75% interest rate, 5.25% EOT payment)	10/11/2018		19,000		18,864		18,864	8/31/2023
	Business Applications Software	Growth Capital Loan (10.25% interest rate, 5.25% EOT payment)	5/15/2019		6,000		5,904		5,904	3/31/2024
	Business Applications Software	Growth Capital Loan (11.00% interest rate, 8.00% EOT payment)	5/15/2019		5,000		4,933		4,933	5/31/2024
					30,000		29,701		29,701
Quantcast Corporation	Business Applications Software	Growth Capital Loan (Prime + 6.25% interest rate, 6.00% EOT payment)	3/12/2018		11,575		11,980		12,018	3/31/2021
Total Business Applications Software - 19.46%*					64,825		65,242		65,280
Business to Business Marketplace
Adjust GmbH ^{(1) (3)}	Business to Business Marketplace	Growth Capital Loan (Prime + 4.75% interest rate, 2.50% PIK interest rate)	1/29/2019		20,343		20,032		20,032	1/31/2022
	Business to Business Marketplace	Growth Capital Loan (Prime + 4.75% interest rate, 2.50% PIK interest rate)	1/18/2019		8,143		8,020		8,020	1/31/2022
Total Business to Business Marketplace - 8.36%*					28,486		28,052		28,052
Consumer Products and Services
Clutter, Inc.	Consumer Products and Services	Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment)	10/30/2018		6,303		6,305		6,334	10/31/2020
	Consumer Products and Services	Growth Capital Loan (Prime + 4.50% interest rate, 4.00% EOT payment)	10/30/2018		5,000		4,965		4,993	10/31/2021
	Consumer Products and Services	Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment)	12/27/2018		1,391		1,385		1,392	12/31/2020
	Consumer Products and Services	Growth Capital Loan (Prime + 4.50% interest rate, 4.00% EOT payment)	2/1/2019		1,932		1,906		1,919	1/31/2022
					14,626		14,561		14,638
Outdoor Voices, Inc.	Consumer Products and Services	Growth Capital Loan (Prime + 5.00% interest rate, 9.75% EOT payment)	2/26/2019		4,000		3,951		3,951	2/28/2022
	Consumer Products and Services	Growth Capital Loan (Prime + 5.00% interest rate, 9.75% EOT payment)	4/4/2019		6,000		5,900		5,900	4/30/2022
					10,000		9,851		9,851
Quip NYC, Inc.	Consumer Products and Services	Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment)	4/16/2019		10,000		9,830		9,830	4/30/2022
	Consumer Products and Services	Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment)	6/26/2019		5,000		4,891		4,891	6/30/2022
	Consumer Products and Services	Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment)	6/26/2019		5,000		4,891		4,891	6/30/2022
	Consumer Products and Services	Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment)	9/26/2019		5,000		4,861		4,861	9/30/2022
					25,000		24,473		24,473
Total Consumer Products and Services - 14.60%*					49,626		48,885		48,962

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of September 30, 2019

Venture Growth Stage Company	Industry	Type of Investment	Acquisition Date ⁽¹²⁾	Outstanding Principal		Cost⁽⁶⁾		Fair Value		Maturity Date
Debt Investments (continued)
Consumer Retail
LovePop, Inc.	Consumer Retail	Growth Capital Loan (Prime + 4.75% interest rate, 6.75% EOT payment)	11/5/2018	$	10,000	$	10,004	$	9,937	11/30/2021
Total Consumer Retail - 2.96%*					10,000		10,004		9,937
E-Commerce - Clothing and Accessories
FabFitFun, Inc.	E-Commerce - Clothing and Accessories	Growth Capital Loan (10.50% interest rate, 6.00% EOT payment)	2/26/2018		4,742		4,864		4,879	2/28/2021
Outfittery GMBH ^{(1) (2) (3)}	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 8.25% interest rate, 11.00% EOT payment)	8/11/2017		6,925		7,087		6,512	8/31/2022
	E-Commerce - Clothing and Accessories	Growth Capital Loan (12.00% interest rate, 9.00% EOT payment)	6/7/2018		2,360		2,381		2,203	6/30/2021
	E-Commerce - Clothing and Accessories	Growth Capital Loan (12.75% interest rate, 9.00% EOT payment)	12/28/2018		2,294		2,242		2,134	12/31/2021
	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 7.25% interest rate, 9.00% EOT payment)	8/7/2019		3,947		3,888		3,764	8/31/2022
	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 7.25% interest rate, 9.00% EOT payment)	9/23/2019		3,305		3,242		3,212	9/30/2022
					18,831		18,840		17,825
Stance, Inc.	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 4.50% interest rate, 5.50% EOT payment)	11/1/2018		2,000		2,055		2,055	4/30/2020
Total E-Commerce - Clothing and Accessories - 7.38%*					25,573		25,759		24,759
E-Commerce - Personal Goods
Enjoy Technology, Inc.	E-Commerce - Personal Goods	Growth Capital Loan (Prime + 5.25% interest rate, 5.50% EOT payment)	9/28/2018		10,000		9,958		9,958	9/30/2021
Total E-Commerce - Personal Goods - 2.97%*					10,000		9,958		9,958
Entertainment
Mind Candy Limited^{(1) (3)}	Entertainment	Growth Capital Loan (11.00% PIK, 3.00% Cash, 9.50% EOT payment)	6/25/2014		12,458		12,296		10,933	6/30/2022
Roli, Ltd. ^{(1) (2) (3) (7)}	Entertainment	Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)	5/23/2018		10,732		10,767		8,136	5/31/2021
	Entertainment	Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)	5/23/2018		1,342		1,346		1,017	5/31/2021
	Entertainment	Growth Capital Loan (11.25% interest rate, 9.50% EOT payment)	7/16/2018		1,325		1,317		1,017	7/31/2021
	Entertainment	Revolver (Prime + 3.25% interest rate, 5.00% EOT payment)	7/5/2018		129		129		90	7/31/2019
	Entertainment	Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)	7/5/2018		1,898		1,898		1,455	7/31/2019
	Entertainment	Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)	9/27/2018		4,556		4,556		3,277	7/31/2019
	Entertainment	Growth Capital Loan (10.00% interest rate, 10.00% EOT payment)	6/5/2019		1,283		1,340		1,065	7/31/2019
	Entertainment	Growth Capital Loan (10.00% interest rate, GBP100,000 EOT payment)	7/9/2019		627		627		556	8/31/2019
	Entertainment	Growth Capital Loan (10.00% interest rate, GBP88,000 EOT payment)	8/28/2019		538		538		488	9/9/2019
					22,430		22,518		17,101
Total Entertainment - 8.36%*					34,888		34,814		28,034
Financial Institution and Services
Prodigy Finance Limited^{(1) (3)}	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	12/5/2017		18,000		18,718		18,718	12/31/2020
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	3/7/2018		2,200		2,262		2,262	3/31/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	7/31/2018		3,300		3,342		3,342	7/31/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	8/8/2018		2,500		2,527		2,527	8/31/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	9/5/2018		1,500		1,512		1,512	9/30/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	9/5/2018		2,500		2,520		2,520	9/30/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	11/15/2018		6,000		6,004		6,004	11/30/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	12/6/2018		4,000		3,989		3,989	12/31/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	4/30/2019		133		131		131	4/30/2022
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	8/6/2019		267		260		260	8/31/2022
Total Financial Institution and Services - 12.30%*					40,400		41,265		41,265
Household & Office Goods
Casper Sleep Inc.	Household & Office Goods	Growth Capital Loan (Prime + 2.75% interest rate, 7.50% EOT payment)	8/9/2019		15,000		14,730		14,730	8/31/2023
Total Household & Office Goods - 4.39%*					15,000		14,730		14,730
Human Resources/Recruitment
Hired, Inc.	Human Resources/Recruitment	Growth Capital Loan (Prime + 5.00% interest rate, 6.00% EOT payment)	3/6/2019		5,000		4,946		4,946	9/30/2022
	Human Resources/Recruitment	Growth Capital Loan (Prime + 6.50% interest rate, 7.25% EOT payment)	3/6/2019		5,000		4,947		4,947	3/31/2022
Total Human Resources/Recruitment - 2.95%*					10,000		9,893		9,893
Network Systems Management Software
Virtual Instruments Corporation	Network Systems Management Software	Growth Capital Loan (10.00% interest rate)	4/4/2016		5,000		5,000		5,005	4/4/2020
	Network Systems Management Software	Growth Capital Loan (5.00% PIK interest rate)	8/7/2018		30,062		30,062		28,005	4/4/2021
Total Network Systems Management Software - 9.84%*					35,062		35,062		33,010

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of September 30, 2019

Venture Growth Stage Company	Industry	Type of Investment	Acquisition Date ⁽¹²⁾	Outstanding Principal		Cost⁽⁶⁾		Fair Value		Maturity Date
Debt Investments (continued)
Other Financial Services
Upgrade, Inc.	Other Financial Services	Growth Capital Loan (9.50% interest rate, 8.50% EOT payment)	1/18/2019	$	6,000	$	5,990	$	5,990	1/31/2023
	Other Financial Services	Growth Capital Loan (11.0% interest rate, 8.50% EOT payment)	1/18/2019		1,522		1,517		1,517	1/31/2023
	Other Financial Services	Growth Capital Loan (8.50% interest rate, 2.75% EOT payment)	1/18/2019		6,391		6,461		6,461	1/31/2020
	Other Financial Services	Growth Capital Loan (9.50% interest rate, 6.25% EOT payment)	3/1/2019		6,087		6,076		6,076	2/28/2022
Total Other Financial Services - 5.98%*					20,000		20,044		20,044
Real Estate Services
Sonder USA, Inc.	Real Estate Services	Growth Capital Loan (Prime + 5.75% interest rate, 5.25% EOT payment)	12/28/2018		20,000		19,917		20,114	6/30/2022
Homelight, Inc.	Real Estate Services	Growth Capital Loan (13.00% interest rate)	4/16/2019		2,000		1,966		1,981	4/30/2022
Total Real Estate Services - 6.59%*					22,000		21,883		22,095
Restaurant / Food Service
Munchery, Inc.⁽⁷⁾	Restaurant / Food Service	Growth Capital Loan (Prime + 8.25% PIK interest rate, 8.75% EOT payment)	6/30/2016		2,589		2,729		1,719	6/30/2019
	Restaurant / Food Service	Growth Capital Loan (Prime + 8.25% PIK interest rate) ⁽²⁾	4/25/2018		300		300		189	6/30/2019
Total Restaurant / Food Service - 0.57%*					2,889		3,029		1,908
Security Services
Forgerock, Inc.	Security Services	Growth Capital Loan (Prime + 3.75% interest rate, 8.50% EOT payment)	8/15/2016		914		1,308		1,308	2/29/2020
	Security Services	Growth Capital Loan (Prime + 2.90% interest rate, 8.00% EOT payment)	3/27/2019		10,000		9,912		9,912	9/30/2022
	Security Services	Growth Capital Loan (Prime + 3.70% interest rate, 8.00% EOT payment)	9/30/2019		10,000		9,787		9,787	12/31/2022
Total Security Services - 6.26%*					20,914		21,007		21,007
Social/Platform Software
ClassPass, Inc.	Social/Platform Software	Growth Capital Loan (Prime + 5.00% interest rate, 8.25% EOT payment)	8/15/2019		15,000		14,757		14,757	8/31/2023
	Social/Platform Software	Growth Capital Loan (Prime + 5.00% interest rate, 8.25% EOT payment)	9/30/2019		15,000		14,711		14,711	9/30/2023
Total Social/Platform Software - 8.78%*					30,000		29,468		29,468
Wireless Communications Equipment
Cambridge Broadband Network Limited ^{(1) (3) (7)}	Wireless Communications Equipment	Growth Capital Loan (Prime + 11.75% PIK interest rate)	9/3/2014		6,701		6,701		-	12/31/2021
	Wireless Communications Equipment	Growth Capital Loan (12.00% PIK interest rate)⁽²⁾	3/5/2019		375		375		375	12/31/2019
	Wireless Communications Equipment	Growth Capital Loan (12.00% PIK interest rate) ⁽²⁾	4/4/2019		375		375		375	12/31/2019
Total Wireless Communications Equipment - 0.22%*					7,451		7,451		750
Total Debt Investments - 142.43%*				$	497,428	$	500,039	$	477,788

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of September 30, 2019

Venture Growth Stage Company	Industry	Type of Warrant	Acquisition Date ⁽¹²⁾	Shares		Cost⁽⁶⁾		Fair Value
Warrant Investments⁽⁸⁾
Advertising / Marketing
InMobi Pte Ltd.^{(1) (2) (3)}	Advertising / Marketing	Ordinary Shares	12/13/2013		48,500	$	35	$	147
Total Advertising / Marketing - 0.04%*					48,500		35		147
Building Materials/Construction Machinery
View, Inc.	Building Materials/Construction Machinery	Preferred Stock	6/13/2017		4,545,455		500		864
Total Building Materials/Construction Machinery - 0.26%*					4,545,455		500		864
Buildings and Property
Knotel, Inc.	Buildings and Property	Preferred Stock	2/28/2019		360,260		159		420
Total Buildings and Property - 0.13%*					360,260		159		420
Business Applications Software
FinancialForce.com, Inc.	Business Applications Software	Preferred Stock	6/20/2016		547,440		1,540		2,696
HI.Q, Inc.	Business Applications Software	Preferred Stock	12/17/2018		606,952		196		437
OneSource Virtual, Inc.	Business Applications Software	Preferred Stock	6/25/2018		39,318		90		123
Passport Labs, Inc.	Business Applications Software	Preferred Stock	9/28/2018		21,929		303		518
Quantcast Corporation⁽⁵⁾	Business Applications Software	Cash Exit Fee	8/9/2018		-		213		188
Toast, Inc.⁽²⁾	Business Applications Software	Preferred Stock	2/1/2018		26,325		27		269
Total Business Applications Software - 1.26%*					1,241,964		2,369		4,231
Business to Business Marketplace
Factual, Inc. ⁽²⁾	Business to Business Marketplace	Preferred Stock	9/4/2018		23,536		43		43
Optoro, Inc. ⁽²⁾	Business to Business Marketplace	Preferred Stock	7/13/2015		10,346		40		37
RetailNext, Inc.	Business to Business Marketplace	Preferred Stock	11/16/2017		123,420		80		111
Total Business to Business Marketplace - 0.06%*					157,302		163		191
Commercial Services
Transfix, Inc.	Commercial Services	Preferred Stock	5/31/2019		66,751		94		94
Total Commercial Services - 0.03%*					66,751		94		94
Conferencing Equipment / Services
Fuze, Inc. (fka Thinking Phone Networks, Inc.)⁽²⁾	Conferencing Equipment / Services	Preferred Stock	9/29/2015		323,381		670		205
Total Conferencing Equipment / Services - 0.06%*					323,381		670		205
Consumer Non-Durables
Imperfect Foods, Inc.	Consumer Non-Durables	Preferred Stock	6/6/2019		21,873		94		140
Total Consumer Non-Durables - 0.04%*					21,873		94		140
Consumer Products and Services
Clutter, Inc.	Consumer Products and Services	Preferred Stock	10/18/2018		77,434		363		530
Quip NYC, Inc.⁽²⁾	Consumer Products and Services	Preferred Stock	11/26/2018		41,272		455		455
Outdoor Voices, Inc.	Consumer Products and Services	Common Stock	2/26/2019		255,000		360		360
Total Consumer Products and Services - 0.40%*					373,706		1,178		1,345
Consumer Retail
LovePop, Inc.	Consumer Retail	Preferred Stock	10/23/2018		163,463		168		168
Total Consumer Retail - 0.05%*					163,463		168		168
Database Software
Qubole, Inc.⁽²⁾	Database Software	Preferred Stock	11/21/2018		88,422		41		41
Total Database Software - 0.01%*					88,422		41		41
E-Commerce - Clothing and Accessories
FabFitFun, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock	11/20/2017		40,786		123		86
Outfittery GMBH^{(1) (2) (3) (5)}	E-Commerce - Clothing and Accessories	Cash Exit Fee	8/10/2017		-		636		393
Rent the Runway, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock	11/25/2015		88,037		213		428
	E-Commerce - Clothing and Accessories	Common Stock	11/25/2015		149,203		1,081		1,277
					237,240		1,294		1,705
Stance, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock	3/31/2017		75,000		41		70
Untuckit LLC ⁽⁵⁾	E-Commerce - Clothing and Accessories	Cash Exit Fee	5/11/2018		-		39		47
Total E-Commerce - Clothing and Accessories - 0.69%*					353,026		2,133		2,301
E-Commerce - Personal Goods
Enjoy Technology, Inc.	E-Commerce - Personal Goods	Preferred Stock	9/7/2018		336,304		269		424
Grove Collaborative, Inc.	E-Commerce - Personal Goods	Preferred Stock	4/2/2018		262,519		294		1,136
Total E-Commerce - Personal Goods - 0.47%*					598,823		563		1,560

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of September 30, 2019

Venture Growth Stage Company	Industry	Type of Warrant	Acquisition Date ⁽¹²⁾	Shares		Cost⁽⁶⁾		Fair Value
Warrant Investments⁽⁸⁾ (continued)
Educational/Training Software
Varsity Tutors LLC^{(2) (5)}	Educational/Training Software	Preferred Stock	3/13/2017		240,590		65		185
Total Educational/Training Software - 0.06%*					240,590		65		185
Entertainment
Mind Candy, Inc. ^(1) (3)	Entertainment	Preferred Stock	3/24/2017		278,209	$	922	$	199
Roli, Ltd.^{(1) (2) (3)}	Entertainment	Preferred Stock	5/23/2018		102,247		644		25
Total Entertainment - 0.07%*					380,456		1,566		224
Financial Institution and Services
BlueVine Capital, Inc.	Financial Institution and Services	Preferred Stock	9/15/2017		271,293		361		909
Prodigy Finance Limited^{(1) (3)}	Financial Institution and Services	Preferred Stock	12/5/2017		41,046		775		958
Revolut Ltd.^{(1) (2) (3)}	Financial Institution and Services	Preferred Stock	4/16/2018		6,253		40		54
WorldRemit Limited^{(1) (3)}	Financial Institution and Services	Preferred Stock	12/23/2015		128,288		382		479
	Financial Institution and Services	Preferred Stock	12/23/2015		46,548		136		136
					174,836		518		615
Total Financial Institution and Services - 0.76%*					493,428		1,694		2,536
Food & Drug
Capsule Corp.^{(2) (5)}	Food & Drug	Cash Exit Fee	12/28/2018		-		129		129
Total Food & Drug - 0.04%*					-		129		129
General Media and Content
BZ Holdings, Inc. (fka TechMediaNetwork, Inc.)⁽²⁾	General Media and Content	Preferred Stock	3/17/2014		72,234		31		38
Thrillist Media Group, Inc.⁽²⁾	General Media and Content	Common Stock	9/24/2014		774,352		624		1,022
Total General Media and Content - 0.32%*					846,586		655		1,060
Healthcare Technology Systems
Curology, Inc.	Healthcare Technology Systems	Preferred Stock	5/23/2019		46,883		20		38
Groop Internet Platfom, Inc.	Healthcare Technology Systems	Preferred Stock	5/15/2019		88,389		128		128
Nurx, Inc.	Healthcare Technology Systems	Preferred Stock	8/19/2019		136,573		216		216
Total Healthcare Technology Systems - 0.11%*					271,845		364		382
Household & Office Goods
Casper Sleep Inc.	Household & Office Goods	Preferred Stock	3/1/2019		19,201		240		257
Total Household & Office Goods - 0.08%*					19,201		240		257
Human Resources/Recruitment
Hired, Inc. ⁽²⁾	Human Resources/Recruitment	Preferred Stock	9/21/2018		93,141		156		112
Total Human Resources/Recruitment - 0.03%*					93,141		156		112
Medical Software and Information Services
AirStrip Technologies, Inc.⁽²⁾	Medical Software and Information Services	Preferred Stock	10/9/2013		31,063		112		74
Total Medical Software and Information Services - 0.02%*					31,063		112		74
Other Financial Services
Upgrade, Inc.	Other Financial Services	Preferred Stock	1/18/2019		744,225		223		223
Total Other Financial Services - 0.07%*					744,225		223		223
Real Estate Services
Homelight, Inc. ⁽²⁾	Real Estate Services	Preferred Stock	12/21/2018		54,004		44		124
Sonder USA, Inc.	Real Estate Services	Preferred Stock	12/28/2018		136,511		232		613
Total Real Estate Services - 0.22%*					190,515		276		737
Security Services
Forgerock, Inc.	Security Services	Preferred Stock	3/30/2016		195,992		155		606
	Security Services	Preferred Stock	3/30/2016		161,724		340		340
Total Security Services - 0.28%*					357,716		495		946
Shopping Facilitators
Moda Operandi, Inc.	Shopping Facilitators	Preferred Stock	9/27/2019		25,316		251		251
Total Shopping Facilitators - 0.07%*					25,316		251		251
Social/Platform Software
ClassPass, Inc.	Social/Platform Software	Preferred Stock	3/18/2019		84,507		281		281
Total Social/Platform Software - 0.08%*					84,507		281		281

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of September 30, 2019

Venture Growth Stage Company	Industry	Type of Equity	Acquisition Date ⁽¹²⁾	Shares		Cost⁽⁶⁾		Fair Value
Warrant Investments ⁽⁸⁾ (continued)
Transportation
Bird Rides, Inc.	Transportation	Preferred Stock	4/18/2019		68,111		80		193
Total Transportation - 0.06%*					68,111		80		193
Travel & Leisure
Inspirato, LLC ^{(1) (2) (3)}	Travel & Leisure	Preferred Units	4/25/2013		1,994		37		45
GoEuro Corp. ^{(1) (2) (3)}	Travel & Leisure	Preferred Units	3/26/2018		4,857		146		146
Total Travel & Leisure - 0.06%*					6,851		183		191
Wireless Communications Equipment
Cambridge Broadband Network Limited ^(1) (3)	Wireless Communications Equipment	Preferred Shares	9/3/2014		33,000		95		-
Total Wireless Communications Equipment - 0.00%*					33,000		95		-
Total Warrant Investments - 5.81%*						$	15,032	$	19,488

Equity Investments⁽⁸⁾
Business Applications Software
Convoy, Inc.	Business Applications Software	Preferred Stock	9/27/2018		35,208	$	250	$	250
Passport Labs, Inc.	Business Applications Software	Preferred Stock	6/11/2019		1,302		100		100
Medallia, Inc. ^{(2) (10)}	Business Applications Software	Common Stock	11/13/2014		48,616		10		1,225
Total Business Applications Software - 0.47%*					85,126		360		1,575
Communications Software
Pluribus Networks, Inc.	Communications Software	Preferred Stock	1/10/2017		722,073		2,000		2,000
Total Communications Software - 0.60%*					722,073		2,000		2,000
Consumer Non-Durables
Hims, Inc.	Consumer Non-Durables	Preferred Stock	4/29/2019		144,092		500		500
Total Consumer Non-Durables - 0.15%*					144,092		500		500
E-Commerce - Clothing and Accessories
FabFitFun, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock	1/17/2019		67,934		500		600
Total E-Commerce - Clothing and Accessories - 0.18%*					67,934		500		600
E-Commerce - Personal Goods
Grove Collaborative, Inc.	E-Commerce - Personal Goods	Preferred Stock	6/5/2018		134,249		500		975
Total E-Commerce - Personal Goods - 0.29%*					134,249		500		975
Educational/Training Software
Varsity Tutors LLC	Educational/Training Software	Preferred Stock	1/5/2018		92,470		250		249
Total Educational/Training Software - 0.07%*					92,470		250		249
Financial Institution and Services
GoGreenHost AB^{(1) (3)}	Financial Institution and Services	Preferred Stock	12/1/2017		1		2,135		1,236
Revolut Ltd.^{(1) (3)}	Financial Institution and Services	Preferred Stock	8/3/2017		25,920		292		727
Total Financial Institution and Services - 0.59%*					25,921		2,427		1,963
Food & Drug
Capsule Corp.⁽²⁾	Food & Drug	Preferred Stock	12/28/2018		75,013		500		500
Total Food & Drug - 0.15%*					75,013		500		500
Healthcare Technology Systems
Groop Internet Platfom, Inc.	Healthcare Technology Systems	Preferred Stock	5/15/2019		90,859		250		250
Nurx, Inc.	Healthcare Technology Systems	Preferred Stock	5/31/2019		136,572		1,000		1,004
Total Healthcare Technology Systems - 0.37%*					227,431		1,250		1,254
Household & Office Goods
Casper Sleep Inc.	Household & Office Goods	Preferred Stock	6/19/2017		8,000		250		252
	Household & Office Goods	Common Stock	6/30/2019		26,669		750		560
Total Household & Office Goods - 0.24%*					34,669		1,000		812
Network Systems Management Software
Cohesity Inc.	Network Systems Management Software	Preferred Stock	3/24/2017		60,342		400		550
Total Network Systems Management Software - 0.16%*					60,342		400		550
Real Estate Services
Sonder Canada, Inc. ^{(1) (3)}	Real Estate Services	Preferred Stock	5/17/2019		29,773		312		312
Total Real Estate Services - 0.09%*					29,773		312		312

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of September 30, 2019

Venture Growth Stage Company	Industry	Type of Equity	Acquisition Date ⁽¹²⁾	Shares		Cost⁽⁶⁾		Fair Value
Equity Investments⁽⁸⁾ (continued)
Security Services
CrowdStrike, Inc.⁽¹⁰⁾	Security Services	Common Stock	10/13/2017		278,747		1,072		15,604
Total Security Services - 4.65%*					278,747		1,072		15,604
Shopping Facilitators
Farfetch UK Limited ^{(1) (3) (10)}	Shopping Facilitators	Common Stock	3/9/2016		148,851		170		1,286
Total Shopping Facilitators - 0.38%*					148,851		170		1,286
Travel & Leisure
Inspirato, LLC ^{(1) (4)}	Travel & Leisure	Preferred Units	9/11/2014		1,948		250		266
GoEuro Corp. ^{(1) (3)}	Travel & Leisure	Preferred Stock	10/5/2017		2,362		300		279
Total Travel & Leisure - 0.16%*					4,310		550		545
Total Equity Investments - 8.56%*						$	11,791	$	28,725

Total Investments in Portfolio Companies - 156.81%* (11)						$	526,862	$	526,001

Total Investments - 156.81%* (9)						$	526,862	$	526,001

_____________

⁽¹⁾	Investment is a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). As of September 30, 2019, non-qualifying assets represented 19.6% of the Company’s total assets, at fair value.

⁽²⁾	As of September 30, 2019, this investment was not pledged as collateral as part of the Company’s revolving credit facility.

⁽³⁾	Entity is not domiciled in the United States and does not have its principal place of business in the United States.

⁽⁴⁾	Investment is owned by TPVG Investment LLC, a wholly owned taxable subsidiary of the Company.

⁽⁵⁾	Investment is a cash success fee or a cash exit fee payable on the consummation of certain trigger events.

⁽⁶⁾	Gross unrealized gains, gross unrealized losses, and net unrealized losses for federal income tax purposes totaled $27.5 million, $(28.4) million and ($0.9) million respectively. The tax cost of investments is $526.9 million.

⁽⁷⁾	Debt is on non-accrual status at September 30, 2019 and is therefore considered non-income producing. Non-accrual investments at September 30, 2019 had a total cost and fair value of $32.3 million and $19.8 million, respectively.

⁽⁸⁾	Non-income producing investments.

⁽⁹⁾	Except for equity in three public companies, all investments were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Company’s board of directors (the “Board”).

⁽¹⁰⁾	Entity is publicly traded and listed on New York Stock Exchange or NASDAQ.

⁽¹¹⁾

The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.

⁽¹²⁾	Acquisition date represents the date of the investment in the portfolio investment.

*	Value as a percentage of net assets.

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

(dollars in thousands)

As of December 31, 2018

Venture Growth Stage Company	Industry	Type of Investment	Acquisition Date⁽¹²⁾	Outstanding Principal		Cost⁽⁶⁾		Fair Value		Maturity Date
Debt Investments
Biofuels / Biomass
Harvest Power, Inc.	Biofuels / Biomass	Growth Capital Loan (7.00% interest rate, 9.00% EOT payment)	3/5/2014	$	13,246	$	14,781	$	14,213	4/30/2020
Total Biofuels / Biomass - 4.25%*					13,246		14,781		14,213
Building Materials/Construction Machinery
View, Inc.	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	6/13/2017		11,419		11,648		11,706	6/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	6/30/2017		5,467		5,570		5,598	6/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	7/26/2017		7,575		7,682		7,721	7/31/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	9/29/2017		1,802		1,810		1,820	9/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	11/14/2017		2,326		2,319		2,330	11/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	11/30/2017		1,865		1,856		1,865	11/30/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	12/29/2017		2,724		2,701		2,715	12/31/2021
	Building Materials/Construction Machinery	Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)	12/29/2017		2,854		2,830		2,845	12/31/2021
Total Building Materials/Construction Machinery - 10.94%*					36,032		36,416		36,600
Business Applications Software
FinancialForce.com, Inc.	Business Applications Software	Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)	12/27/2016		15,000		15,043		15,600	12/31/2020
	Business Applications Software	Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)	6/23/2017		15,000		14,841		15,600	6/30/2021
	Business Applications Software	Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)	9/29/2017		15,000		14,695		15,600	9/30/2021
					45,000		44,579		46,800
HI.Q, Inc.	Business Applications Software	Growth Capital Loan (11.00% interest rate, 2.00% EOT payment)	12/17/2018		13,250		12,993		12,993	6/30/2023
MapR Technologies, Inc.	Business Applications Software	Equipment Lease (8.25% interest rate, 10.00% EOT payment)⁽¹⁾	1/29/2016		6		18		18	1/31/2019
	Business Applications Software	Equipment Lease (8.25% interest rate, 10.00% EOT payment) ⁽¹⁾	6/23/2016		382		507		507	6/30/2019
	Business Applications Software	Equipment Loan (6.50% interest rate,10.00% EOT payment)	12/30/2016		183		260		260	6/30/2019
	Business Applications Software	Equipment Lease (8.50% interest rate, 10.00% EOT payment) ⁽¹⁾	12/30/2016		72		82		82	12/31/2019
	Business Applications Software	Equipment Loan (6.75% interest rate,10.00% EOT payment)	4/27/2017		115		140		140	10/31/2019
	Business Applications Software	Equipment Lease (8.75% interest rate, 10.00% EOT payment) ⁽¹⁾	4/27/2017		282		305		305	4/30/2020
	Business Applications Software	Equipment Loan (7.00% interest rate,10.00% EOT payment)	7/28/2017		67		77		77	1/31/2020
	Business Applications Software	Equipment Lease (9.00% interest rate, 10.00% EOT payment)⁽¹⁾	7/28/2017		412		436		436	7/31/2020
	Business Applications Software	Equipment Loan (7.00% interest rate,10.00% EOT payment)	10/31/2017		458		504		504	4/30/2020
	Business Applications Software	Equipment Lease (9.00% interest rate, 10.00% EOT payment) ⁽¹⁾	10/31/2017		379		393		393	10/31/2020
	Business Applications Software	Equipment Loan (7.25% interest rate,10.00% EOT payment)	1/31/2018		218		232		232	7/31/2020
	Business Applications Software	Equipment Lease (9.25% interest rate, 10.00% EOT payment)⁽¹⁾	1/31/2018		329		336		336	1/31/2021
	Business Applications Software	Equipment Loan (7.50% interest rate,10.00% EOT payment)	4/30/2018		138		143		143	10/31/2020
	Business Applications Software	Equipment Lease (9.50% interest rate, 10.00% EOT payment)⁽¹⁾	4/30/2018		503		509		509	4/30/2021
	Business Applications Software	Equipment Loan (7.75% interest rate,10.00% EOT payment)	7/31/2018		305		309		309	1/31/2021
	Business Applications Software	Equipment Lease (9.75% interest rate, 10.00% EOT payment)⁽¹⁾	7/31/2018		668		668		668	7/31/2021
	Business Applications Software	Equipment Loan (10.0% interest rate)	12/18/2018		418		418		418	9/30/2019
					4,935		5,337		5,337
OneSource Virtual, Inc.	Business Applications Software	Growth Capital Loan (Prime + 2.50% interest rate, 2.25% EOT payment)	6/29/2018		10,000		10,125		10,125	3/31/2019
Passport Labs, Inc.	Business Applications Software	Growth Capital Loan (Prime + 4.25% interest rate, 5.25% EOT payment)	10/11/2018		19,000		18,674		18,674	10/31/2022
Quantcast Corporation	Business Applications Software	Growth Capital Loan (Prime + 6.25% interest rate, 6.00% EOT payment)	3/12/2018		15,000		15,008		15,083	3/31/2021
Total Business Applications Software - 32.59%*					107,185		106,716		109,012
Consumer Products and Services
Clutter, Inc.	Consumer Products and Services	Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment)	10/30/2018		6,303		6,151		6,151	10/31/2020
	Consumer Products and Services	Growth Capital Loan (Prime + 4.50% interest rate, 4.00% EOT payment)	10/30/2018		5,000		4,863		4,863	10/31/2021
	Consumer Products and Services	Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment)	12/27/2018		1,391		1,352		1,352	12/31/2020
Total Consumer Products and Services - 3.70%*					12,694		12,366		12,366
Consumer Retail
LovePop, Inc.	Consumer Retail	Growth Capital Loan (Prime + 4.75% interest rate, 6.75% EOT payment)	11/5/2018		10,000		9,771		9,771	11/30/2021
Total Consumer Retail - 2.92%*					10,000		9,771		9,771
Database Software
SimpliVity Corporation	Database Software	Equipment Lease (7.00% interest rate, 10.00% EOT payment)⁽¹⁾	2/16/2016		71		182		182	2/28/2019
	Database Software	Equipment Lease (7.00% interest rate, 10.00% EOT payment)⁽¹⁾	3/21/2016		6		13		13	3/31/2019
Total Database Software - 0.06%*					77		195		195

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)

As of December 31, 2018

Venture Growth Stage Company	Industry	Type of Investment	Acquisition Date⁽¹²⁾	Outstanding Principal		Cost⁽⁶⁾		Fair Value		Maturity Date
Debt Investments (continued)
E-Commerce - Clothing and Accessories
FabFitFun, Inc.	E-Commerce - Clothing and Accessories	Growth Capital Loan (10.50% interest rate, 6.00% EOT payment)	2/26/2018	$	5,000	$	4,982	$	5,010	2/28/2021
Outfittery GMBH ^{(1) (2) (3)}	E-Commerce - Clothing and Accessories	Growth Capital Loan (12.25% interest rate, 9.00% EOT payment)	8/11/2017		7,127		7,093		6,833	8/31/2021
	E-Commerce - Clothing and Accessories	Growth Capital Loan (12.00% interest rate, 9.00% EOT payment)	6/7/2018		2,360		2,280		2,212	6/30/2021
	E-Commerce - Clothing and Accessories	Growth Capital Loan (12.75% interest rate, 9.00% EOT payment)	12/28/2018		2,294		2,151		2,147	12/31/2021
					11,781		11,524		11,192
Stance, Inc.	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 4.50% interest rate, 5.50% EOT payment)	11/1/2018		2,000		1,991		1,991	4/30/2020
Untuckit LLC	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 4.00% interest rate, 4.50% EOT payment)	5/11/2018		2,301		2,340		2,340	11/30/2019
	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 4.00% interest rate, 4.50% EOT payment)	9/18/2018		3,000		3,015		3,015	3/31/2020
	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 4.75% interest rate, 4.50% EOT payment)	9/28/2018		4,500		4,478		4,478	3/31/2020
					9,801		9,833		9,833
Total E-Commerce - Clothing and Accessories - 8.38%*					28,582		28,330		28,026
E-Commerce - Personal Goods
Enjoy Technology, Inc.	E-Commerce - Personal Goods	Growth Capital Loan (Prime + 5.25% interest rate, 5.50% EOT payment)	9/28/2018		10,000		9,692		9,692	9/30/2021
Grove Collaborative, Inc.	E-Commerce - Personal Goods	Growth Capital Loan (Prime + 1.00% interest rate, 0.25% EOT payment)	12/4/2018		5,000		4,941		4,941	3/31/2019
Total E-Commerce - Personal Goods - 4.37%*					15,000		14,633		14,633
Educational/Training Software
Tangible Play, Inc.	Educational/Training Software	Growth Capital Loan (Prime + 5.00% interest rate, 5.75% EOT payment)	8/31/2018		1,500		1,479		1,586	8/31/2021
Total Educational/Training Software - 0.47%*					1,500		1,479		1,586
Entertainment
Mind Candy Limited ^{(1) (3)}	Entertainment	Growth Capital Loan (11.00% PIK, 3.00% Cash, 9.50% EOT payment)	6/25/2014		10,441		11,387		6,789	1/31/2019
Roli, Ltd.^{(1) (2) (3)}	Entertainment	Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)	5/23/2018		10,732		10,462		9,867	5/31/2021
	Entertainment	Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)	5/23/2018		1,342		1,308		1,233	5/31/2021
	Entertainment	Growth Capital Loan (11.25% interest rate, 9.50% EOT payment)	7/16/2018		1,325		1,281		1,222	7/31/2021
	Entertainment	Revolver (Prime + 3.25% interest rate, 5.00% EOT payment)	7/5/2018		129		129		124	6/30/2019
	Entertainment	Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)	7/5/2018		1,898		1,898		1,827	6/30/2019
	Entertainment	Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)	9/27/2018		4,556		4,556		4,403	6/30/2019
					19,982		19,634		18,676
Total Entertainment - 7.61%*					30,423		31,021		25,465
Financial Institution and Services
BlueVine Capital, Inc.	Financial Institution and Services	Growth Capital Loan (9.25% interest rate, 3.05% EOT payment)	3/6/2018		5,000		5,034		5,034	9/30/2019
	Financial Institution and Services	Growth Capital Loan (9.25% interest rate, 3.05% EOT payment)	3/12/2018		5,000		5,033		5,033	9/30/2019
					10,000		10,067		10,067
Prodigy Finance Limited^{(1) (3)}	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	12/5/2017		18,000		18,174		18,174	12/31/2020
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	3/7/2018		2,200		2,197		2,197	3/31/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	7/31/2018		3,300		3,249		3,249	7/31/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	8/8/2018		2,500		2,458		2,458	8/31/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	9/5/2018		1,500		1,471		1,471	9/30/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	9/5/2018		2,500		2,452		2,452	9/30/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	11/15/2018		6,000		5,845		5,845	11/30/2021
	Financial Institution and Services	Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)	12/6/2018		4,000		3,884		3,884	12/31/2021
					40,000		39,730		39,730
WorldRemit Limited^{(1) (3)}	Financial Institution and Services	Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)	6/9/2016		5,000		5,371		5,371	6/30/2019
	Financial Institution and Services	Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)	6/30/2016		5,000		5,369		5,369	6/30/2019
	Financial Institution and Services	Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)	12/1/2016		5,000		5,260		5,260	11/30/2019
	Financial Institution and Services	Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)	6/25/2018		10,000		9,905		9,905	6/30/2021
					25,000		25,905		25,905
Total Financial Institution and Services - 22.63%*					75,000		75,702		75,702
Network Systems Management Software
Virtual Instruments Corporation	Network Systems Management Software	Growth Capital Loan (10.00% interest rate)	4/4/2016		5,000		5,000		5,000	4/4/2020
	Network Systems Management Software	Growth Capital Loan (5.00% PIK interest rate)	8/7/2018		24,215		24,215		21,762	4/4/2021
	Network Systems Management Software	Growth Capital Loan (5.00% PIK interest rate)	8/7/2018		4,732		4,732		3,605	4/4/2021
Total Network Systems Management Software - 9.08%*					33,947		33,947		30,367

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)

As of December 31, 2018

Venture Growth Stage Company	Industry	Type of Investment	Acquisition Date⁽¹²⁾	Outstanding Principal		Cost⁽⁶⁾		Fair Value		Maturity Date
Debt Investments (continued)
Real Estate Services
Sonder USA, Inc.	Real Estate Services	Growth Capital Loan (Prime + 5.75% interest rate, 5.25% EOT payment)	12/28/2018		20,000		19,569		19,569	6/30/2022
Total Real Estate Services - 5.85%*					20,000		19,569		19,569
Restaurant / Food Service
Munchery, Inc. ^{(2) (7)}	Restaurant / Food Service	Growth Capital Loan (Prime + 8.25% PIK interest rate, 8.75% EOT payment)	6/30/2016	$	2,589	$	2,729	$	1,802	6/30/2019
	Restaurant / Food Service	Growth Capital Loan (Prime + 8.25% PIK interest rate)	4/25/2018		300		300		198	6/30/2019
Total Restaurant / Food Service - 0.60%*					2,889		3,029		2,000
Security Services
Forgerock, Inc.	Security Services	Growth Capital Loan (Prime + 3.75% interest rate, 8.50% EOT payment)	3/30/2016		3,252		3,978		3,978	9/30/2019
	Security Services	Growth Capital Loan (Prime + 3.75% interest rate, 8.50% EOT payment)	8/15/2016		2,473		2,780		2,780	2/29/2020
Total Security Services - 2.02%*					5,725		6,758		6,758
Wireless Communications Equipment
Cambridge Broadband Network Limited ^{(1) (3) (7)}	Wireless Communications Equipment	Growth Capital Loan (Prime + 11.75% PIK interest rate)	9/3/2014		6,701		6,701		6,093	12/31/2021
Eero, Inc.	Wireless Communications Equipment	Growth Capital Loan (Prime + 8.25% interest rate)	5/17/2017		7,991		7,963		7,991	11/30/2019
	Wireless Communications Equipment	Growth Capital Loan (Prime + 8.25% interest rate)	9/28/2018		5,000		4,879		5,000	3/31/2021
					12,991		12,842		12,991
Total Wireless Communications Equipment - 5.70%*					19,692		19,543		19,084
Total Debt Investments - 121.17%*				$	411,992	$	414,256	$	405,347

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)

As of December 31, 2018

Venture Growth Stage Company	Industry	Type of Warrant	Acquisition Date ⁽¹²⁾	Shares		Cost ⁽⁶⁾		Fair Value
Warrant Investments ⁽⁸⁾
Advertising / Marketing
InMobi Pte Ltd.^{(1) (2) (3)}	Advertising / Marketing	Ordinary Shares	12/13/2013		48,500	$	35	$	104
Total Advertising / Marketing - 0.03%*					48,500		35		104
Building Materials/Construction Machinery
View, Inc.	Building Materials/Construction Machinery	Preferred Stock	6/13/2017		4,545,455		500		864
Total Building Materials/Construction Machinery - 0.26%*					4,545,455		500		864
Business Applications Software
FinancialForce.com, Inc.	Business Applications Software	Preferred Stock	6/20/2016		547,440		1,540		2,566
HI.Q, Inc.	Business Applications Software	Preferred Stock	12/17/2018		606,952		196		196
Lattice Engines, Inc. ⁽²⁾	Business Applications Software	Preferred Stock	11/12/2013		396,652		48		95
MapR Technologies, Inc.	Business Applications Software	Preferred Stock	9/30/2015		253,805		41		129
Medallia, Inc. ⁽²⁾	Business Applications Software	Preferred Stock	11/13/2014		55,814		11		80
OneSource Virtual, Inc.	Business Applications Software	Preferred Stock	6/25/2018		39,318		90		90
Passport Labs, Inc.	Business Applications Software	Preferred Stock	9/28/2018		17,448		228		228
Quantcast Corporation⁽⁵⁾	Business Applications Software	Cash Exit Fee	8/9/2018		—		213		219
Toast, Inc. ⁽²⁾	Business Applications Software	Preferred Stock	2/1/2018		26,325		27		136
Total Business Applications Software - 1.12%*					1,943,754		2,394		3,739
Business to Business Marketplace
Factual, Inc.⁽²⁾	Business to Business Marketplace	Preferred Stock	9/4/2018		23,536		43		43
Optoro, Inc. ⁽²⁾	Business to Business Marketplace	Preferred Stock	7/13/2015		10,346		40		37
RetailNext, Inc.	Business to Business Marketplace	Preferred Stock	11/16/2017		123,420		80		80
Total Business to Business Marketplace - 0.05%*					157,302		163		160
Conferencing Equipment / Services
Fuze, Inc. (fka Thinking Phone Networks, Inc.) ⁽²⁾	Conferencing Equipment / Services	Preferred Stock	9/29/2015		323,381		670		203
Total Conferencing Equipment / Services - 0.06%*					323,381		670		203
Consumer Products and Services
Clutter, Inc.	Consumer Products and Services	Preferred Stock	10/18/2018		71,064		333		333
Quip NYC, Inc. ⁽²⁾	Consumer Products and Services	Preferred Stock	11/26/2018		33,017		364		364
Total Consumer Products and Services - 0.21%*					104,081		697		697
Consumer Retail
LovePop, Inc.	Consumer Retail	Preferred Stock	10/23/2018		163,463		168		168
Total Consumer Retail - 0.05%*					163,463		168		168
Database Software
Qubole, Inc. ⁽²⁾	Database Software	Preferred Stock	11/21/2018		88,422		41		41
Total Database Software - 0.01%*					88,422		41		41
E-Commerce - Clothing and Accessories
FabFitFun, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock	11/20/2017		40,786		123		42
Outfittery GMBH ^{(1) (2) (3) (5)}	E-Commerce - Clothing and Accessories	Cash Exit Fee	8/10/2017		—		501		486
Rent the Runway, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock	11/25/2015		88,037		213		512
	E-Commerce - Clothing and Accessories	Common Stock	11/25/2015		149,203		1,081		1,280
					237,240		1,294		1,792
Stance, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock	3/31/2017		75,000		41		70
Untuckit LLC⁽⁵⁾	E-Commerce - Clothing and Accessories	Cash Exit Fee	5/11/2018		—		39		43
Total E-Commerce - Clothing and Accessories - 0.73%*					353,026		1,998		2,433
E-Commerce - Personal Goods
Enjoy Technology, Inc.	E-Commerce - Personal Goods	Preferred Stock	9/7/2018		336,304		269		269
Grove Collaborative, Inc.	E-Commerce - Personal Goods	Preferred Stock	4/2/2018		105,655		88		401
Total E-Commerce - Personal Goods - 0.20%*					441,959		357		670
Educational/Training Software
Varsity Tutors LLC^{(2) (5)}	Educational/Training Software	Preferred Stock	3/13/2017		240,590		65		185
Tangible Play, Inc.	Educational/Training Software	Preferred Stock	8/31/2018		61,840		79		79
Total Educational/Training Software - 0.08%*					302,430		144		264
Entertainment
Mind Candy, Inc. ^(1) (3)	Entertainment	Preferred Stock	3/24/2017		22,376		751		—
Roli, Ltd.^{(1) (2) (3)}	Entertainment	Preferred Stock	5/23/2018		102,247		644		612
Total Entertainment - 0.18%*					124,623		1,395		612

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

(dollars in thousands)

As of December 31, 2018

Venture Growth Stage Company	Industry	Type of Warrant	Acquisition Date ⁽¹²⁾	Shares		Cost ⁽⁶⁾		Fair Value
Warrant Investments ⁽⁸⁾ (continued)
Financial Institution and Services
BlueVine Capital, Inc.	Financial Institution and Services	Preferred Stock	9/15/2017		271,293	$	361	$	757
Prodigy Finance Limited ^{(1) (3)}	Financial Institution and Services	Preferred Stock	12/5/2017		40,596		766		766
Revolut Ltd.^{(1) (2) (3)}	Financial Institution and Services	Preferred Stock	4/16/2018		6,253		40		40
WorldRemit Limited^{(1) (3)}	Financial Institution and Services	Preferred Stock	12/23/2015		128,288		382		490
	Financial Institution and Services	Preferred Stock	12/23/2015		46,548		136		142
					174,836		518		632
Total Financial Institution and Services - 0.66%*					492,978		1,685		2,195
Food & Drug
Capsule Corp.^{(2) (5)}	Food & Drug	Cash Exit Fee	12/28/2018		—		129		129
Total Food & Drug - 0.04%*					—		129		129
General Media and Content
BZ Holdings, Inc. (fka TechMediaNetwork, Inc.) ⁽²⁾	General Media and Content	Preferred Stock	3/17/2014		72,234		31		38
Thrillist Media Group, Inc.⁽²⁾	General Media and Content	Common Stock	9/24/2014		774,352		624		1,022
Total General Media and Content - 0.32%*					846,586		655		1,060
Human Resources/Recruitment
Hired, Inc.⁽²⁾	Human Resources/Recruitment	Preferred Stock	9/21/2018		32,599		55		55
Total Human Resources/Recruitment - 0.02%*					32,599		55		55
Medical Software and Information Services
AirStrip Technologies, Inc.⁽²⁾	Medical Software and Information Services	Preferred Stock	10/9/2013		31,063		112		74
Total Medical Software and Information Services - 0.02%*					31,063		112		74
Real Estate Services
Homelight, Inc. ⁽²⁾	Real Estate Services	Preferred Stock	12/21/2018		8,339		27		27
Sonder USA, Inc.	Real Estate Services	Preferred Stock	12/28/2018		136,511		232		232
Total Real Estate Services - 0.08%*					144,850		259		259
Restaurant / Food Service
Munchery, Inc.	Restaurant / Food Service	Preferred Stock	6/30/2016		21,537		45		-
Total Restaurant / Food Service - 0.00%*					21,537		45		—
Security Services
CrowdStrike, Inc.⁽²⁾	Security Services	Preferred Shares	10/13/2017		99,344		72		1,035
Forgerock, Inc.	Security Services	Preferred Stock	3/30/2016		195,992		155		459
Total Security Services - 0.45%*					295,336		227		1,494
Shopping Facilitators
Farfetch UK Limited^{(1) (2) (3) (10)}	Shopping Facilitators	Common Stock	3/9/2016		189,995		170		1,996
Total Shopping Facilitators - 0.60%*					189,995		170		1,996
Travel & Leisure
Inspirato, LLC ⁽²⁾	Travel & Leisure	Preferred Units	4/25/2013		1,994		37		26
GoEuro Corp.^{(1) (2)}	Travel & Leisure	Preferred Units	3/26/2018		2,362		65		64
Total Travel & Leisure - 0.03%*					4,356		102		90
Wireless Communications Equipment
Cambridge Broadband Network Limited ^(1) (3)	Wireless Communications Equipment	Preferred Shares	9/3/2014		33,000		95		—
Eero, Inc.	Wireless Communications Equipment	Preferred Stock	8/5/2016		94,806		114		—
	Wireless Communications Equipment	Cash Exit Fee⁽⁵⁾	9/28/2018		—		77		207
					94,806		191		207
Total Wireless Communications Equipment - 0.06%*					127,806		286		207
Total Warrant Investments - 5.24%*						$	12,287	$	17,514

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

(dollars in thousands)

As of December 31, 2018

Venture Growth Stage Company	Industry	Type of Equity	Acquisition Date ⁽¹²⁾	Shares		Cost ⁽⁶⁾		Fair Value
Equity Investments⁽⁸⁾
Business Applications Software
MapR Technologies, Inc.	Business Applications Software	Preferred Stock	7/27/2016		39,018	$	161	$	161
Convoy, Inc.	Business Applications Software	Preferred Stock	9/27/2018		35,208		250		250
Total Business Applications Software - 0.12%*					74,226		411		411
Communications Software
Pluribus Networks, Inc.	Communications Software	Preferred Stock	1/10/2017		722,073		2,000		2,000
Total Communications Software - 0.60%*					722,073		2,000		2,000
E-Commerce - Personal Goods
Grove Collaborative, Inc.	E-Commerce - Personal Goods	Preferred Stock	6/5/2018		134,249		500		830
Total E-Commerce - Personal Goods - 0.25%*					134,249		500		830
Educational/Training Software
Varsity Tutors LLC	Educational/Training Software	Preferred Stock	1/5/2018		92,470		250		249
Total Educational/Training Software - 0.07%*					92,470		250		249
Financial Institution and Services
GoGreenHost AB^{(1) (3)}	Financial Institution and Services	Preferred Stock	12/1/2017		1		2,138		1,730
Revolut Ltd. ^{(1) (3)}	Financial Institution and Services	Preferred Stock	8/3/2017		25,920		292		664
Total Financial Institution and Services - 0.72%*					25,921		2,430		2,394
Household & Office Goods
Casper Sleep Inc.	Household & Office Goods	Preferred Stock	6/19/2017		8,000		250		251
	Household & Office Goods	Common Stock	6/30/2019		26,669		750		741
Total Household & Office Goods - 0.30%*					34,669		1,000		992
Network Systems Management Software
Cohesity Inc.	Network Systems Management Software	Preferred Stock	3/24/2017		60,342		400		468
Total Network Systems Management Software - 0.14%*					60,342		400		468
Security Services
CrowdStrike, Inc.	Security Services	Preferred Stock	10/13/2017		87,849		500		1,297
	Security Services	Common Stock	10/13/2017		97,656		500		1,378
Total Security Services - 0.80%*					185,505		1,000		2,675
Travel & Leisure
Inspirato, LLC^(1) (4)	Travel & Leisure	Preferred Units	9/11/2014		1,948		250		258
GoEuro Corp.⁽¹⁾	Travel & Leisure	Preferred Stock	10/5/2017		2,362		300		279
Total Travel & Leisure - 0.16%*					4,310		550		537
Total Equity Investments - 3.16%*						$	8,541	$	10,556

Total Investments in Portfolio Companies - 129.56%* ⁽¹¹⁾						$	435,084	$	433,417

Short-Term Investments ⁽²⁾						Cost⁽⁶⁾		Fair Value
U.S. Treasury Bills	$20,000 Face Value, Maturity Date 1/3/2019, Yield to Maturity 2.15%					$	19,999	$	19,999
Total Short-Term Investments - 5.98%*						$	19,999	$	19,999

Total Investments - 135.54%* ⁽⁹⁾						$	455,083	$	453,416

_____________

⁽¹⁾	Investment is a non-qualifying asset under Section 55(a) of the 1940 Act. As of December 31, 2018, non-qualifying assets represented 25.6% of the Company’s total assets, at fair value.

⁽²⁾	As of December 31, 2018, this investment was not pledged as collateral as part of the Company’s revolving credit facility.

⁽³⁾	Entity is not domiciled in the United States and does not have its principal place of business in the United States.

⁽⁴⁾	Investment is owned by TPVG Investment LLC, a wholly owned taxable subsidiary of the Company.

⁽⁵⁾	Investment is a cash success fee or a cash exit fee payable on the consummation of certain trigger events.

⁽⁶⁾	Gross unrealized gains, gross unrealized losses, and net unrealized losses for federal income tax purposes totaled $12.1 million, $(13.8) million and $(1.7) million, respectively. The tax cost of investments is $455.1 million.

⁽⁷⁾	Debt is on non-accrual status at December 31, 2018 and is therefore considered non-income producing. Non-accrual investments at December 31, 2018 had a total cost and fair value of $9.7 million and $8.1 million, respectively.

⁽⁸⁾	Non-income producing investments.

⁽⁹⁾	Except for warrants in one public company and the short-term investments in U.S. Treasury Bills, all investments were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Board.

⁽¹⁰⁾	Entity is publicly traded and listed on New York Stock Exchange.

⁽¹¹⁾	The Company generally acquires its investments in private transactions exempt from registration under the Securities Act. These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.

⁽¹²⁾	Acquisition date represents the date of the investment in the portfolio investment.

*	Value as a percentage of net assets.

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED SCHEDULES OF INVESTMENTS

(unaudited)

As of September 30, 2019 and as of December 31, 2018

Notes applicable to the investments presented in the foregoing tables:

No investment represents a 5% or greater interest in any outstanding class of voting security of the portfolio company.

Notes applicable to the debt investments presented in the foregoing tables:

Interest rate is the annual interest rate on the debt investment and does not include any original issue discount (“OID”), end-of-term (“EOT”) payment, or any additional fees related to the investments, such as deferred interest, commitment fees or prepayment fees.

For each debt investment tied to the Prime rate (“Prime”) as of September 30, 2019, the Prime rate was 5.00%.

The EOT payments are contractual and fixed interest payments due in cash at the maturity date of the loan, including upon prepayment, and are a fixed percentage of the original principal balance of the loan unless otherwise noted. The EOT payment is amortized and recognized as non-cash income over the loan or lease prior to its payment.

Some of the terms noted in the foregoing tables are subject to change based on certain events such as prepayments.

Notes applicable to the equipment leases presented in the foregoing tables:

At the end of the term of certain equipment leases, the lessee has the option to purchase the underlying assets at fair market value in certain cases subject to a cap, return the equipment or continue to finance the assets. The fair market values of the financed assets have been estimated as a percentage of original cost for purposes of the EOT payment value.

Notes applicable to the warrant investments presented in the foregoing tables:

Warrant investments are associated with funded debt instruments as well as certain commitments to provide future funding.

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019
(unaudited)

Note 1. Organization

TriplePoint Venture Growth BDC Corp. (the “Company”), a Maryland corporation, was formed on June 28, 2013 and priced its initial public offering and commenced investment operations on March 5, 2014. The Company is structured as an externally-managed non-diversified, closed-end investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company was formed to expand the venture growth stage business segment of TriplePoint Capital LLC’s (“TPC”) investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespan. The Company’s investment objective is to maximize its total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by lending primarily with warrants to venture growth stage companies focused in technology, life sciences and other high growth industries backed by TPC’s select group of leading venture capital investors. The Company is externally managed by TriplePoint Advisers LLC (the “Adviser”), which is registered as an investment adviser under the 1940 Act and is a wholly owned subsidiary of TPC. The Adviser is responsible for sourcing, reviewing and structuring investment opportunities, underwriting and performing due diligence on investments and monitoring the investment portfolio on an ongoing basis. The Adviser was organized in August 2013 and, pursuant to an investment advisory agreement entered into between the Company and the Adviser, the Company pays the Adviser a base management fee and an incentive fee for its services. The Company has also entered into an administration agreement with TriplePoint Administrator LLC (the “Administrator”), a wholly owned subsidiary of the Adviser, and pays fees and expenses for services provided.

The Company has two wholly owned subsidiaries: TPVG Variable Funding Company LLC (the “Financing Subsidiary”), a bankruptcy remote special purpose entity established for utilizing the Company’s revolving credit facility, and TPVG Investment LLC, an entity established for holding certain of the Company’s investments in order to benefit from the tax treatment of these investments and create a tax structure that is more advantageous with respect to the Company’s RIC tax treatment. These subsidiaries are consolidated in the financial statements of the Company.

Note 2. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures required by GAAP for the annual reporting of consolidated financial statements are omitted.

The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All adjustments and reclassifications that are necessary for the fair representation of financial results as of and for the periods presented have been included and all intercompany account balances and transactions have been eliminated.

Certain items in the prior period’s consolidated financial statements have been conformed to the current period’s presentation. These presentation changes, if any, did not impact any prior amounts of reported total assets, total liabilities, net assets or results of operations.

These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 6, 2019.

Note 3. Related Party Agreements and Transactions

Investment Advisory Agreement

In accordance with the Board approved investment advisory agreement (the “Advisory Agreement”), subject to the overall supervision of the Board and in accordance with the 1940 Act, the Adviser manages the day-to-day operations and provides investment advisory services to the Company. Under the terms of the Advisory Agreement, the Adviser:

•

determines the composition of the Company’s portfolio, the nature and timing of changes to the Company’s portfolio and the manner of implementing such changes;

•

identifies, evaluates and negotiates the structure of investments;

•

executes, closes, services and monitors investments;

•

determines the securities and other assets purchased, retained or sold;

•

performs due diligence on prospective investments; and

•

provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

As consideration for the investment advisory and management services provided, and pursuant to the Advisory Agreement, the Company has agreed to pay the Adviser a fee consisting of two components—a base management fee and an incentive fee. The cost of both the base management fee and incentive fee is ultimately borne by the Company’s stockholders.

The base management fee is calculated at an annual rate of 1.75% of the Company’s average adjusted gross assets, including assets purchased with borrowed funds. For services rendered under the Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of the Company’s gross assets at the end of its two most recently completed calendar quarters. Such amount is appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases during a calendar quarter. Base management fees for any partial month or quarter are appropriately pro-rated.

The incentive fee, which provides the Adviser with a share of the income it generates for the Company, consists of two components— net investment income and net capital gains—which are largely independent of each other, and may result in one or both components payable in a given period.

Under the investment income component, the Company pays the Adviser 20.0% of the amount by which the Company’s pre-incentive fee net investment income for the quarter exceeds a hurdle rate of 2.0% (8.0% annualized) of the Company’s net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision pursuant to which the Adviser receives all of such income in excess of 2.0% but less than 2.5%, subject to a total return requirement. The effect of the “catch-up” provision is that, subject to the total return provision discussed below, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, the Adviser receives 20.0% of the Company’s pre-incentive fee net investment income as if the 2.0% hurdle rate did not apply. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income is payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations since the effective date of the Company’s election to be regulated as a BDC exceeds the cumulative incentive fees accrued and/or paid since the effective date of the Company’s election to be regulated as a BDC. In other words, any investment income incentive fee that is payable in a calendar quarter is limited to the lesser of (i) 20.0% of the amount by which the Company’s pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle, subject to the “catch-up” provision and (ii) (x) 20.0% of the cumulative net increase in net assets resulting from operations since the effective date of the Company’s election to be regulated as a BDC minus (y) the cumulative incentive fees accrued and/or paid since the effective date of the Company’s election to be regulated as a BDC. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of the Company’s pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation since the effective date of the Company’s election to be regulated as a BDC. The Company elected to be regulated as a BDC under the 1940 Act on March 5, 2014.

Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where it incurs a loss, subject to the total return requirement described in the preceding paragraph. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, the Company may pay the applicable incentive fee even if it has incurred a loss in that quarter due to realized and unrealized losses, subject to the total return requirement. The Company’s net investment income used to calculate this component of the incentive fee is also included in the amount of the Company’s assets used to calculate the 1.75% base management fee. These calculations are appropriately pro-rated for any period of less than three months and adjusted for any share issuance or repurchase during the current quarter.

Under the capital gains component of the incentive fee, the Company pays the Adviser at the end of each calendar year 20.0% of the Company’s aggregate cumulative realized capital gains from inception through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized losses through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees. For the foregoing purpose, the Company’s “aggregate cumulative realized capital gains” does not include any unrealized gains. It should be noted that the Company accrues an incentive fee for accounting purposes taking into account any unrealized gains in accordance with GAAP. The capital gains component of the incentive fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains incentive fee is payable for such year. Additionally, if the Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee.

The base management fee accrued and payable, income incentive fee accrued and payable, and capital gains incentive fee accrued are included in the Company’s consolidated financial statements and summarized in the table below. The Adviser has agreed to exclude any U.S. Treasury Bills acquired at the end of each applicable quarter in the calculation of gross assets for purposes of determining its base management fee. The Company had cumulative realized and unrealized losses during the three and nine months ended September 30, 2019 and September 30, 2018, and, as a result, no capital gains incentive fees were recorded for the three and nine months ended September 30, 2019 and September 30, 2018.

Management and Incentive Fees	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
Base management fee	$	2,270	$	1,848	$	6,107	$	5,144
Income incentive fee	$	1,745	$	2,503	$	6,754	$	6,190
Capital gains incentive fee	$	—	$	—	$	—	$	—

The table above presents the base management and incentive fees accrued during the period which are paid in the quarter after they are earned. During the three and nine months ended September 30, 2019, approximately $2.1 million and $5.6 million, respectively, of base management fees earned in prior periods were paid, and approximately $2.5 million and $7.6 million, respectively, of income incentive fees earned in prior periods were paid. During the three and nine months ended September 30, 2018, approximately $1.8 million and $4.8 million, respectively, of base management fees earned in prior periods were paid, and approximately $2.2 million and $4.8 million, respectively, of income incentive fees earned in prior periods were paid.

Administration Agreement

The Board approved administration agreement (the “Administration Agreement”) provides that the Administrator is responsible for furnishing the Company with office facilities and equipment and providing the Company with clerical, bookkeeping, recordkeeping services and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees, or arranges for, the performance of the Company’s required administrative services, which includes being responsible for the financial and other records which the Company is required to maintain and preparing reports to the Company’s stockholders and reports and other materials filed with the SEC and any other regulatory authority. In addition, the Administrator assists the Company in determining and publishing net asset value (“NAV”), overseeing the preparation and filing of the Company’s tax returns and printing and disseminating reports and other materials to the Company’s stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial assistance on the Company’s behalf to those companies that have accepted the Company’s offer to provide such assistance.

Payments under the Administration Agreement are equal to the Company’s allocable portion (subject to the review of the Board) of the Administrator’s overhead resulting from its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the chief compliance officer and chief financial officer and their respective staffs. In addition, if requested to provide significant managerial assistance to the Company’s portfolio companies, the Administrator is paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from such companies for providing this assistance.

For the three months ended September 30, 2019 and 2018, expenses paid or payable by the Company to the Administrator under the Administration Agreement were each approximately $0.5 million, of which approximately $4,000 and $61,000, respectively, were paid or payable to third party service providers.

For the nine months ended September 30, 2019 and 2018, expenses paid or payable by the Company to the Administrator under the Administration Agreement were approximately $1.2 million and $1.3 million, respectively, of which approximately $69,000 and $0.2 million, respectively, were paid or payable to third party service providers.

Note 4. Investments

The Company measures the fair value of its investments in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or “ASC Topic 820”, issued by the Financial Accounting Standards Board, or “FASB”. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Valuation Committee of the Board is responsible for assisting the Board in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Board, with the assistance of the Adviser and its senior investment team and independent valuation agents, is responsible for determining, in good faith, the fair value in accordance with the valuation policy approved by the Board. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Adviser considers a range of fair values based upon the valuation techniques utilized and selects a value within that range that most accurately represents fair value based on current market conditions as well as other factors the Adviser’s senior investment team considers relevant. The Board determines fair value of its investments on at least a quarterly basis or at such other times when the Board feels it would be appropriate to do so given the circumstances. A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances present at each valuation date. Due to the inherent uncertainty of determining fair value of portfolio investments that do not have a readily available market value, fair value of investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below.

Level 1—Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2—Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

Level 3—Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

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 observable input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it considers factors specific to the investment.

Under ASC 820, fair value measurement assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, excluding transaction costs. The principal market for any asset is the market with the greatest volume and level of activity for such asset in which the reporting entity would or could sell or transfer the asset. In determining the principal market for an asset or liability, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.

With respect to investments for which market quotations are not readily available, the Board undertakes a multi-step valuation process each quarter, as described below:

•

The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser’s professionals that are responsible for the portfolio investment;

•

Preliminary valuation conclusions are then documented and discussed with the Adviser’s senior investment team and approved by the Adviser’s executive management team;

•

At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm. However, the Board does not have de minimis investments of less than 1.0% of the Company’s gross assets (up to an aggregate of 10% of the Company’s gross assets) independently reviewed, given the expenses involved in connection therewith;

•

The Valuation Committee of the Board then reviews these preliminary valuations and makes fair value recommendations to the Board; and

•

The Board then discusses valuations and determines the fair value of each investment in the Company’s portfolio in good faith, based on the input of the Adviser, the respective independent valuation firms and the Valuation Committee.

Debt Investments

The debt investments identified on the consolidated schedules of investments are loans and equipment leases made to venture growth stage companies focused in technology, life sciences and other high growth industries which are backed by a select group of leading venture capital investors. These investments are considered Level 3 assets under ASC Topic 820 as there is no known or accessible market or market indices for these types of debt instruments and thus the Adviser’s senior management team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.

To estimate the fair value of debt investments, the Company compares the cost basis of each debt investment, including any OID, to the resulting fair value determined using a discounted cash flow model, unless another model is more appropriate based on the circumstances at the measurement date. The discounted cash flow approach entails analyzing the interest rate spreads for recently completed financing transactions which are similar in nature to these debt investments, in order to determine a comparable range of effective market interest rates. The range of interest rate spreads utilized is based on borrowers with similar credit profiles. All remaining expected cash flows of the investment are discounted using this range of interest rates to determine a range of fair values for the debt investment.

The valuation process includes, among other things, evaluating the underlying investment performance of the portfolio company’s current financial condition and ability to raise additional capital, as well as macro-economic events that may impact valuations. These events include, but are not limited to, current market yields and interest rate spreads of similar securities as of the measurement date. Changes in these unobservable inputs could result in significantly different fair value measurements.

Under certain circumstances, an alternative technique may be used to value certain debt investments that better reflect the fair value of the investment, such as the price paid or realized in a recently completed transaction or a binding offer received in an arm’s length transaction, or the use of multiple probability weighted cash flow models when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario.

Warrant Investments

Warrant fair values are primarily determined using a Black Scholes option pricing model. Privately held warrants and equity-related securities are valued based on an analysis of various factors, including, but not limited to, those listed below. Increases or decreases in any of the unobservable inputs described below could result in a material change in fair value:

•

Underlying enterprise value of the issuer based on available information, including any information regarding the most recent financing round of borrower. Valuation techniques to determine enterprise value include market multiple approaches, income approaches or the use of recent rounds of financing and the portfolio company’s capital structure. Valuation techniques are also utilized to allocate the enterprise fair value of a portfolio company to the specific class of common or preferred stock exercisable in the warrant. Such techniques take into account the rights and preferences of the portfolio company’s securities, expected exit scenarios, and volatility associated with such outcomes to allocate the fair value to the specific class of stock held in the portfolio. Such techniques include option pricing models, including back solve techniques, probability weighted expected return models and other techniques determined to be appropriate.

•

Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant investment price, is based on comparable publicly traded companies within indices similar in nature to the underlying company issuing the warrant.

•

The risk-free interest rates are derived from the U.S. Treasury yield curve. The risk-free interest rates are calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining life of the warrant investment.

•

Other adjustments, including a marketability discount on private company warrant investments, are estimated based on the Adviser’s judgment about the general industry environment.

•

Historical portfolio experience on cancellations and exercises of warrant investments are utilized as the basis for determining the estimated life of the warrant investment in each financial reporting period. Warrant investments may be exercised in the event of acquisitions, mergers or initial public offerings, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrant investment.

Under certain circumstances alternative techniques may be used to value certain warrants that more accurately reflect the warrants’ fair values, such as an expected settlement of a warrant in the near term, a model that incorporates a put feature associated with the warrant, or the price paid or realized in a recently completed transaction or binding offer received in an arm’s-length transaction. The fair value may be determined based on the expected proceeds to be received from such settlement or based on the net present value of the expected proceeds from the put option.

These valuation methodologies involve a significant degree of judgment. There is no single standard for determining the estimated fair value of investments that do not have an active observable market. Valuations of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time. The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a single estimate may then be determined.

Equity Investments

The fair value of an equity investment in a privately held company is initially the amount invested. The Company adjusts the fair value of equity investments in private companies upon the completion of a new third-party round of equity financing subsequent to its investment. The Company may adjust the fair value of an equity investment absent a new equity financing event based upon positive or negative changes in a portfolio company’s financial or operational performance. The Company may also reference comparable transactions and/or secondary market transactions of comparable companies to estimate fair value. These valuation methodologies involve a significant degree of judgment.

The fair value of an equity investment in a publicly traded company is based upon the closing public share price on the date of measurement. These assets are recorded at fair value on a recurring basis. There is no single standard for determining the estimated fair value of investments which do not have an active public market. Valuations of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time. The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a single estimate may then be determined.

Investment Valuation

Investments measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations as of September 30, 2019 and December 31, 2018. The Company transfers investments in and out of Level 1, 2 and 3 as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period.

Investment Type	As of September 30, 2019
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Debt investments	$	—	$	—	$	477,788	$	477,788
Warrant investments		—		—		19,488		19,488
Equity investments		1,286		16,829		10,610		28,725
Short-term investments		—		—		—		—
Total investments	$	1,286	$	16,829	$	507,886	$	526,001

Investment Type	As of December 31, 2018
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Debt investments	$	—	$	—	$	405,347	$	405,347
Warrant investments		—		1,996		15,518		17,514
Equity investments		—		—		10,556		10,556
Short-term investments		19,999		—		—		19,999
Total investments	$	19,999	$	1,996	$	431,421	$	453,416

The following tables present information about Level 3 investments measured at fair value for the three and nine months ended September 30, 2019 and 2018. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the net unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

	For the Three Months Ended September 30, 2019
Level 3 Investment Activity (dollars in thousands)	Debt Investments			Warrant Investments			Equity Investments			Total Investments
Fair value as of July 1, 2019	$	444,713		$	19,505		$	9,671		$	473,889
Fundings and purchases of investments, at cost		83,024			933			1,009			84,966
Principal payments and sale proceeds received from investments		(41,829	)		—			—			(41,829	)
Amortization and accretion of premiums and discounts, net and end-of term payments		2,523			—			—			2,523
Realized gains (losses) on investments		(1,483	)		(154	)		(161	)		(1,798	)
Net change in unrealized gains (losses) included in earnings		(9,725	)		(796	)		1,874			(8,647	)
Payment-in-kind coupon		565			—			—			565
Gross transfers out of Level 3 ⁽¹⁾		—			—			(1,783	)		(1,783	)
Fair value as of September 30, 2019	$	477,788		$	19,488		$	10,610		$	507,886

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2019	$	(9,725	)	$	(796	)	$	1,314		$	(9,207	)

	For the Nine Months Ended September 30, 2019
Level 3 Investment Activity (dollars in thousands)	Debt Investments			Warrant Investments			Equity Investments			Total Investments
Fair value as of January 1, 2019	$	405,347		$	15,518		$	10,556		$	431,421
Fundings and purchases of investments, at cost		241,767			2,892			3,410			248,069
Principal payments and sale proceeds received from investments		(163,626	)		—			—			(163,626	)
Amortization and accretion of premiums and discounts, net and end-of-term payments		7,500			—			—			7,500
Realized gains (losses) on investments		(1,483	)		(147	)		(161	)		(1,791	)
Net change in unrealized gains (losses) included in earnings		(13,344	)		1,225			20,720			8,601
Payment-in-kind coupon		1,627			—			—			1,627
Gross transfers out of Level 3 ⁽¹⁾		—			—			(23,915	)		(23,915	)
Fair value as of September 30, 2019	$	477,788		$	19,488		$	10,610		$	507,886

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2019	$	(10,865	)	$	(800	)	$	946		$	(10,719	)

_______________

(1)	Transfers out of Level 3 are measured as of the date of the transfer. During the nine months ended September 30, 2019, these transfers related to equity investments in publicly traded companies.

	For the Three Months Ended September 30, 2018
Level 3 Investment Activity (dollars in thousands)	Debt Investments			Warrant Investments			Equity Investments		Total Investments
Fair value as of July 1, 2018	$	375,239		$	12,835		$	10,331	$	398,405
Fundings and purchases of investments, at cost		52,275			909			250		53,434
Principal payments and sale proceeds received from investments		(102,954	)		(1,182	)		—		(104,136	)
Amortization and accretion of premiums and discounts, net and end-of-term payments		2,013			—			—		2,013
Realized gains on investments		—			942			—		942
Net change in unrealized gains (losses) included in earnings		(3,428	)		163			1		(3,264	)
Payment-in-kind coupon		662			—			—		662
Gross transfers out of Level 3⁽¹⁾		—			(371	)		—		(371	)
Fair value as of September 30, 2018	$	323,807		$	13,296		$	10,582	$	347,685

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2018	$	(2,684	)	$	954		$	1	$	(1,729	)

	For the Nine Months Ended September 30, 2018
Level 3 Investment Activity (dollars in thousands)	Debt Investments			Warrant Investments			Equity Investments			Total Investments
Fair value as of January 1, 2018	$	352,052		$	11,062		$	7,969		$	371,083
Fundings and purchases of investments, at cost		140,337			2,770			1,000			144,107
Principal payments and sale proceeds received from investments		(172,647	)		(2,349	)		(74	)		(175,070	)
Amortization and accretion of premiums and discounts, net and end-of term payments		7,823			—			—			7,823
Realized gains (losses) on investments		—			895			(295	)		600
Net change in unrealized gains (losses) included in earnings		(5,709	)		1,289			1,982			(2,438	)
Payment-in-kind coupon		1,951			—			—			1,951
Gross transfers out of Level 3 ⁽¹⁾		—			(371	)		—			(371	)
Fair value as of September 30, 2018	$	323,807		$	13,296		$	10,582		$	347,685

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2018	$	(4,646	)	$	1,795		$	2,124		$	(727	)

_______________

⁽¹⁾	Transfers out of level 3 are measured as of the date of the transfer. During the three and nine months ended September 30, 2018, these transfers related to warrant investments, as the result of exercising warrant investments in publicly traded companies.

Realized gains and losses are included as a component of net realized gains (losses) on investments in the consolidated statements of operations.

During the three months ended September 30, 2019, the Company recognized net realized losses on investments of approximately $1.8 million, primarily as a result of the write-off of investments in one portfolio company. During the three months ended September 30, 2018, the Company recognized net realized gains on investments of approximately $0.9 million, primarily as a result of realized gains from warrant investments related to the sale of one portfolio company.

During the nine months ended September 30, 2019, the Company recognized net realized losses on investments of approximately $1.8 million, primarily as a result of the write-off of investments in one portfolio company. During the nine months ended September 30, 2018, the Company recognized net realized gains on investments of approximately $1.7 million, consisting of realized gains of $2.8 million, of which $1.7 million from warrant investments related to the acquisition of two portfolio companies and $1.1 million related to the sale of equity in one portfolio company, offset by realized losses of $1.1 million, primarily as a result of warrant and equity investments related to the acquisition of one portfolio company.

Unrealized gains and losses are included in net change in unrealized gains (losses) on investments in the consolidated statements of operations.

Net change in unrealized losses on investments during the three months ended September 30, 2019 was approximately $14.1 million, which primarily consisted of $15.5 million of unrealized depreciation on the investment portfolio related to fair value adjustments, partially offset by $1.4 million of reversal and recognition into realized losses of previously recorded unrealized depreciation. Net change in unrealized losses on investments during the three months ended September 30, 2018 was approximately $5,000, which primarily consisted of $1.5 million of unrealized depreciation on the investment portfolio related to fair value adjustments, offset by $1.5 million of reversal and recognition into realized gains of previously recorded unrealized appreciation.

Net change in unrealized gains on investments during the nine months ended September 30, 2019 was approximately $0.8 million, which primarily consisted of $3.5 million of unrealized appreciation on the investment portfolio related to fair value adjustments, partially offset by $2.4 million of reversal and recognition into realized losses of previously recorded unrealized depreciation and $0.3 million of unrealized depreciation as a result of changes in funds held in foreign currency for investment. Net change in unrealized gains on investments during the nine months ended September 30, 2018 was approximately $0.8 million, which primarily consisted of $2.3 million of unrealized appreciation on the investment portfolio related to fair value adjustments, partially offset by $1.5 million recognition into realized losses of previously recorded unrealized depreciation.

For the three months ended September 30, 2019, the Company recognized approximately $0.3 million in other income, consisting of approximately $0.2 million from the termination or expiration of unfunded commitments and approximately $28,000 from amortization of certain fees paid by portfolio companies and other income. For the three months ended September 30, 2018, the Company recognized approximately $0.7 million in other income, consisting of approximately $0.1 million from the termination or expiration of unfunded commitments and approximately $0.6 million from amortization of certain fees paid by portfolio companies and other income.

For the nine months ended September 30, 2019, the Company recognized approximately $1.6 million in other income, consisting of approximately $0.5 million from the termination or expiration of unfunded commitments and approximately $1.1 million from amortization of certain fees paid by portfolio companies and other income. For the nine months ended September 30, 2018, the Company recognized approximately $1.9 million in other income, consisting of approximately $0.5 million from the termination or expiration of unfunded commitments and approximately $1.4 million from amortization of certain fees paid by portfolio companies and other income.

The following tables provide a summary of quantitative information about the Level 3 fair value measurements of investments as of September 30, 2019 and December 31, 2018. In addition to the techniques and inputs noted in the tables below, the Company may also use other valuation techniques and methodologies when determining fair value measurements.

Level 3 Investments

As of September 30, 2019

(dollars in thousands)

Fair Value

Valuation Technique

Unobservable Inputs

Range

Weighted Average

Debt investments

458,029

Discounted Cash Flows

Discount Rate

8.51% - 66.12%

15.41%

19,759

Probability-Weighted Expected Return Method

Probability weighting of alternative outcomes

0% -100.00%

Warrant investments

18,449

Black Scholes Option Pricing Model

Revenue Multiples

1.50x - 6.75x

4.07x

EBITDA Multiples

8.50x - 8.50x

8.50x

Volatility

35.00% - 75.00%

59.37%

Term

1.50– 4.00 Years

2.90 Years

Discount for Lack of

Marketability

0.00% - 25.00%

24.16%

Risk Free Rate

1.40% - 1.84%

1.61%

282

Option-Pricing Method and Probability-Weighted Expected Return Method

Weighted Average Cost

of Capital

27.50%

Term

2.00– 4.50 Years

4.28 Years

757

Discounted Expected Return

Discount Rate

18.00% - 35.00%

28.07%

Term

2.50 - 4.00 Years

2.84 Years

Expected Recovery Rate

50.00% - 80.00%

66.48%

Equity investments

8,562

Black Scholes Option Pricing Model

Revenue Multiples

1.10x - 6.75x

3.65x

Volatility

35.00% - 80.00%

60.10%

Term

1.50 - 4.50 Years

3.10 Years

Discount for Lack of

Marketability

0.00% - 5.00%

5.00%

Risk Free Rate

1.50% - 1.70%

1.60%

812

Option-Pricing Method and Probability-Weighted Expected Return Method

Weighted Average Cost

of Capital

27.50% - 32.50%

30.95%

Term

4.50 Years

1,236

Discounted Expected Recovery

Expected Recovery Rate

50.98%

Total investments

507,886

Level 3 Investments	As of December 31, 2018
(dollars in thousands)	Fair Value		Valuation Technique	Unobservable Inputs	Range	Weighted Average
Debt investments	$	390,465	Discounted Cash Flows	Discount Rate	9.80% - 43.66%	16.07%
		14,882	Probability-Weighted Expected Return Method	Probability Weighting of Alternative Outcomes	33.33% -75.00%
Warrant investments		13,399	Black Scholes Option Pricing Model	Revenue Multiples	0.90x - 10.00x	4.01x
				Volatility	40.00% - 75.00%	57.81%
				Term	1.00– 4.00 Years	2.67 Years
				Discount for Lack of Marketability	0.00% - 22.70%	16.36%
				Risk Free Rate	2.40% - 3.00%	2.52%
		1,035	Option-Pricing Method and Probability-Weighted Expected Return Method	Weighted Average Cost of Capital	26.40%	26.40%
				Term	1.50 Years	1.50 Years
		1,084	Discounted Expected Return	Discount Rate	18.00% - 25.00%	19.21%
				Term	0.50 - 4.00 Years	2.68 Years
				Expected Recovery Rate	50.00% - 80.00%	72.23%
Equity investments		5,159	Black Scholes Option Pricing Model	Revenue Multiples	1.00x - 9.00x	6.15x
				Volatility	44.00% - 80.00%	56.00%
				Term	1.50 - 4.50 Years	2.40 Years
				Discount for Lack of Marketability	0.00% - 6.10%	6.10%
				Risk Free Rate	2.47% - 2.60%	2.52%
		3,667	Option-Pricing Method and Probability-Weighted Expected Return Method	Weighted Average Cost of Capital	21.40% - 32.50%	25.59%
				Term	1.50 - 4.50 Years	2.78 Years
		1,730	Discounted Expected Recovery	Expected Recovery Rate	71.00%	71.00%
Total investments	$	431,421

As of September 30, 2019, the fair values for all but 13 of the Company’s debt investments were estimated using discounted cash flow models based on anticipated cash flows and a discount rate deemed most appropriate for each investment given the facts and circumstances specific to each portfolio company and market yields as of the reporting date. The fair value for 13 debt investments as of September 30, 2019 were estimated using a Probability-Weighted Expected Return Method. As of September 30, 2019, fair values for all but six warrant investment positions were estimated using an Option-Pricing Method that values individual equity classes based on their economic rights and preferences using the Black Scholes Option-Pricing Model. Two warrant investments were valued using a combination of the Option-Pricing Method and the Probability-Weighted Expected Return Method. Four investments contain fee conditions which may result in cash proceeds to the Company upon a qualifying liquidity event. These investments were valued using a discounted expected return method. As of September 30, 2019, all but two equity investments were valued using the market approach or the last equity financing round. The fair market value for one investment as of September 30, 2019 was derived based on a combination of the Option-Pricing Method and the Probability-Weighted Expected Return Method. The fair market value for one investments as of September 30, 2019 was based on time discounted expected recovery.

As of December 31, 2018, the fair values for all but four of the Company’s debt investments were estimated using discounted cash flow models based on anticipated cash flows and a discount rate deemed most appropriate for each investment given the facts and circumstances specific to each portfolio company and market yields as of the reporting date. The fair values of the four debt investments as of December 31, 2018 were estimated using the Probability-Weighted Expected Return Method. As of December 31, 2018, fair values for all but one warrant investment positions were estimated using an Option-Pricing Method that values individual equity classes based on their economic rights and preferences using the Black Scholes Option-Pricing Model. One warrant investment position was valued using a combination of the Option-Pricing Method and the Probability-Weighted Expected Return Method. Certain investments within the portfolio contain fee conditions which may result in cash proceeds to the Company upon a qualifying liquidity event. These fees were valued using a discounted expected return method. As of December 31, 2018, all but five equity investments were valued using the market approach or the last equity financing round. The fair market values for four investments as of December 31, 2018 were derived based on a combination of the Option-Pricing Method and the Probability-Weighted Expected Return Method. The fair market value for one investment as of December 31, 2018 was based on time discounted expected recovery.

As of September 30, 2019 and December 31, 2018, approximately $448.6 million and $385.9 million of the Company’s assets were pledged for borrowings under its revolving credit facility, respectively.

Note 5. Credit Risk

Debt investments may be affected by business, financial market or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic, economic and political developments, may significantly affect the value of these investments. In addition, the value of these investments may fluctuate as the general level of interest rates fluctuate.

In many instances, the portfolio company’s ability to repay the debt investments is dependent on additional funding by its venture capital investors, a future sale or an initial public offering. The value of these investments may be detrimentally affected to the extent a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted loan.

Note 6. Borrowings

Credit Facility

In February 2014, the Company, along with its Financing Subsidiary as borrower, entered into a credit agreement with Deutsche Bank AG, acting as administrative agent and a lender, and KeyBank National Association, TIAA Bank, and AloStar Bank of Commerce, as other lenders, which provided the Company with a $150.0 million commitment, subject to borrowing base requirements (as amended and restated from time to time, the “Credit Facility”). In August 2014, the Company amended the Credit Facility to increase the total commitments available thereunder to $200 million in aggregate. In January 2018, the Company amended and renewed the Credit Facility, which, among other things, increased the total commitment by $10 million to $210 million and replaced AloStar Bank of Commerce with MUFG Union Bank, N.A as a lender. In May 2019, the Company amended and renewed the Credit Facility, which, among other things, (i) increased the total commitment by $55 million to $265 million, (ii) added an accordion feature under the Credit Facility, which allows the Company to increase the size of the Credit Facility to an amount not to exceed $400 million; and (iii) extended the revolving period of the Credit Facility from February 21, 2020 to May 31, 2021 and the maturity date of the Credit Facility from August 21, 2021 to November 31, 2022. In August 2019, the Company amended the Credit Facility to (i) increase its total commitments from $265 million to $300 million and (ii) to add two new lenders, Hitachi Capital America Corporation and NBH Bank. The $35 million increase in total commitments to the Credit Facility was made under the accordion feature in the Credit Facility.

Borrowings under the Credit Facility bear interest at the sum of (i) a floating rate based on certain indices, including LIBOR and commercial paper rates, plus (ii) a margin of 2.80% if facility utilization is greater than or equal to 75%, 2.90% if utilization is greater than or equal to 50%, 3.00% if utilization is less than 50% and 4.5% during the amortization period. Borrowings under the Credit Facility are secured only by the assets of the Financing Subsidiary. The Company agreed to pay Deutsche Bank AG a syndication fee and to pay to Deutsche Bank AG a fee to act as administrative agent under the Credit Facility as well as to pay each lender (i) a commitment fee based on each lender’s commitment and (ii) a fee of approximately 0.50% per annum for any unused borrowings under the Credit Facility on a monthly basis. The Credit Facility contains affirmative and restrictive covenants including, but not limited to, an advance rate limitation of approximately 55% of the applicable balance of net assets held by the Financing Subsidiary, maintenance of minimum net worth, a ratio of total assets to total indebtedness of not less than the greater of 3:2 and the amount so required under the 1940 Act, a key man clause relating to the Company’s Chief Executive Officer, Mr. James P. Labe, and the Company’s President and Chief Investment Officer, Mr. Sajal K. Srivastava, and eligibility requirements, including but not limited to geographic and industry concentration limitations and certain loan grade classifications. Furthermore, events of default under the Credit Facility include, among other things, (i) a payment default; (ii) a change of control; (iii) bankruptcy; (iv) a covenant default; and, (v) the Company ceases to be treated as a BDC under the 1940 Act. As of September 30, 2019 and December 31, 2018, the Company was in compliance with all covenants under the Credit Facility.

At September 30, 2019 and December 31, 2018, the Company had outstanding borrowings under the Credit Facility of $170.8 million and $23.0 million, respectively, net of deferred credit facility costs of $1.9 million and $1.2 million, respectively, which is included in the Company’s consolidated statements of assets and liabilities. The book value of the Credit Facility approximates fair value due to the relatively short maturity, cash repayments and market interest rates of the instrument. The fair value of the Credit Facility would be categorized as Level 3 of the fair value hierarchy if determined as of the reporting date.

Interest expense on these borrowings includes the interest cost charged on borrowings, the unused fee on the Credit Facility, paying and administrative agent fees, and the amortization of deferred Credit Facility fees and expenses. These expenses are summarized in the table below.

Interest Expense and Amortization of Fees	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
Credit Facility
Interest cost charged on borrowings	$	1,490	$	413	$	3,342	$	2,127
Unused fee		209		227		590		593
Amortization of costs and other fees		294		288		858		844
Total Credit Facility	$	1,993	$	928	$	4,790	$	3,564
2022 Notes
Interest cost	$	1,075	$	1,075	$	3,225	$	3,225
Amortization of costs and other fees		134		138		400		402
Total 2022 Notes	$	1,209	$	1,213	$	3,625	$	3,627
Total interest expense and amortization of fees	$	3,202	$	2,141	$	8,415	$	7,191

During the three and nine months ended September 30, 2019, the Company had average outstanding borrowings under the Credit Facility of $115.1 million and $83.9 million, respectively, at a weighted average interest of 5.19% and 5.31%, respectively. During the three and nine months ended September 30, 2018, the Company had average outstanding borrowings under the Credit Facility of $32.0 million and $58.3 million, respectively, at a weighted average interest of 5.05% and 4.81%, respectively.

2022 Notes

On July 14, 2017, the Company completed a public offering of $65.0 million in aggregate principal amount of its 5.75% notes due 2022 (the “2022 Notes”) and received net proceeds of approximately $62.8 million after the payment of fees and offering costs. On July 24, 2017, as a result of the underwriters’ full exercise of their option to purchase additional 2022 Notes, the Company issued an additional $9.75 million in aggregate principal amount of the 2022 Notes and received net proceeds of approximately $9.5 million after the payment of fees and offering costs. The interest on the 2022 Notes is payable quarterly on January 15, April 15, July 15 and October 15, beginning October 15, 2017. The 2022 Notes are listed on the NYSE under the symbol “TPVY” and mature on July 15, 2022. The 2022 Notes were issued in integral principal amount multiples (“units”) of $25. The Company used a portion of the net proceeds from the offering of the 2022 Notes to redeem all of the outstanding 6.75% Notes due 2020.

At September 30, 2019, the 2022 Notes had a market price of $25.99 per unit, resulting in an aggregate fair value of approximately $77.7 million. The 2022 Notes are recorded at amortized cost in the consolidated statements of assets and liabilities. Amortized cost includes approximately $1.4 million of deferred issuance cost at September 30, 2019, which is amortized and expensed over the five-year term of the 2022 Notes based on an effective yield method.

The following tables provide additional information about the fair value hierarchy of the Company’s liabilities at September 30, 2019 and December 31, 2018.

Liability	As of September 30, 2019
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Credit Facility	$	—	$	—	$	170,776	$	170,776
2022 Notes, net ⁽¹⁾		—		76,283		—		76,283
Total	$	—	$	76,283	$	170,776	$	247,059

_______________

⁽¹⁾ Net of approximately $1.4 million of deferred issuance cost

Liability	As of December 31, 2018
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Credit Facility	$	—	$	—	$	23,000	$	23,000
2022 Notes, net ⁽¹⁾		—		72,860		—		72,860
Total	$	—	$	72,860	$	23,000	$	95,860

_______________

⁽¹⁾ Net of approximately $1.8 million of deferred issuance cost

Other Payables

As of September 30, 2019, the Company had no U.S. Treasury Bills included in its consolidated statements of assets and liabilities. On December 31, 2018, the Company purchased $20.0 million of U.S. Treasury Bills for settlement on January 4, 2019. The associated payable was included in the Company’s consolidated statements of assets and liabilities as of December 31, 2018.

Note 7. Commitments and Contingencies

Commitments

As of September 30, 2019 and December 31, 2018, the Company’s unfunded commitments totaled approximately $330.8 million to 24 portfolio companies and approximately $294.3 million to twenty portfolio companies, respectively, of which $70.3 million and $87.5 million, respectively, was dependent upon the portfolio companies reaching certain milestones before the debt commitment becomes available to them. As of September 30, 2019, of the approximately $330.8 million of unfunded commitments, approximately $108.0 million will expire in 2019, $207.8 million will expire during 2020, and $15.0 million will expire during 2021.

The Company’s credit agreements contain customary lending provisions that allow it relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company.

The tables below provide the Company’s unfunded commitments by portfolio company as of September 30, 2019 and December 31, 2018.

	As of September 30, 2019
Unfunded Commitments (unless otherwise noted)* (in thousands)	Principal Balance		Fair Value of Unfunded Commitment Liability
Adjust GMBH	$	—	$	120
BlueVine Capital, Inc.		30,000		—
Capsule Corporation		10,000		179
Casper Sleep, Inc.		15,000		308
Clutter, Inc.		15,375		156
Curology, Inc.		15,000		35
FabFitFun, Inc.		10,000		75
Factual, Inc.		10,000		143
Forgerock, Inc.		10,000		213
GoEuro Corp.		20,000		446
Grove Collaborative, Inc.		24,500		387
Homelight, Inc.		8,000		48
Imperfect Foods, Inc.		10,000		169
Moda Operandi, Inc.		25,000		500
Nurx Inc.		25,000		416
OneSource Virtual		10,000		—
Outdoor Voices, Inc.		5,000		120
Outfittery GmbH		—		120
Prodigy Finance Limited		1,600		16
Qubole, Inc.		15,000		78
Sonder USA, Inc.		3,333		73
Stance, Inc.		13,000		144
Toast, Inc.		35,000		115
Transfix, Inc.		20,000		194
Total	$	330,808	$	4,055

__________________

*	Does not include $15.5 million backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

	As of December 31, 2018
Unfunded Commitments (unless otherwise noted)* (in thousands)	Principal Balance		Fair Value of Unfunded Commitment Liability
BlueVine Capital, Inc.	$	20,000	$	—
Capsule Corporation		10,000		179
Clutter, Inc.		2,306		176
FabFitFun, Inc.		10,000		75
Factual, Inc.		10,000		143
Fiverr International, Ltd.		30,000		158
GoEuro Corp.		30,000		365
Grove Collaborative, Inc.		10,000		81
Hired, Inc.		10,000		155
Homelight, Inc.		10,000		43
OneSource Virtual		10,000		—
Passport Labs, Inc.		6,000		61
Prodigy Finance Limited		2,000		20
Qubole, Inc.		15,000		78
Quip NYC, Inc.		25,000		514
Sonder USA, Inc.		5,000		46
Stance, Inc.		13,000		144
Tangible Play, Inc.		6,000		90
Toast, Inc.		60,000		115
WorldRemit Limited		10,000		67
Total	$	294,306	$	2,510

__________________

*	Does not include $25.0 million backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

The tables above also provide the fair value of the Company’s unfunded commitment liability totaling approximately $4.1 million and $2.5 million as of September 30, 2019 and December 31, 2018, respectively. The fair value at the inception of the delay draw credit agreements is equal to the fees and warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the counterparties’ credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments and is included in “Other accrued expenses and liabilities” in the Company’s consolidated statements of assets and liabilities.

These liabilities are considered Level 3 liabilities under ASC Topic 820 as there is no known or accessible market or market indices for these types of financial instruments. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. The below table provides additional details regarding the Company’s unfunded commitments activity during the three and nine months ended September 30, 2019 and 2018.

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
Commitments Activity (in thousands)	2019				2018				2019				2018
Activity during the period:
New commitments*	$	81,238			$	63,155			$	377,856			$	318,578
Fundings	$	(84,683	)		$	(52,876	)	⁽²⁾	$	(246,739	)		$	(143,658	)	⁽²⁾
Expirations / Terminations	$	(13,115	)	⁽¹⁾	$	(18,000	)		$	(104,115	)	⁽¹⁾	$	(58,000	)

Unfunded commitments at beginning of period**	$	357,368			$	203,390			$	294,306			$	100,097
Unfunded commitments at end of period**	$	330,808			$	242,376			$	330,808			$	242,376
Backlog of potential future commitments	$	15,500			$	10,000			$	15,500			$	10,000

______________

*	Includes backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

**	Does not include backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

⁽¹⁾	Net of repayments on revolver loans of $30.0 million.

⁽²⁾	Net of repayments on revolver loans of $0.5 million.

The following table provides additional information on the Company’s unfunded commitments regarding milestones, expirations, and types of loans.

Unfunded Commitments (in thousands)*	As of September 30, 2019		As of December 31, 2018
Dependent on milestones	$	70,333	$	87,500
Expiring during:
2019	$	107,975	$	183,306
2020		207,833		111,000
2021		15,000		—
Total	$	330,808	$	294,306

______________

*	Does not include backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

Backlog of Potential Future Commitments

The Company entered into commitments with certain portfolio companies that permit an increase in the commitment amount in the future in the event that certain conditions to make such increases are met. If such conditions to increase are met, these amounts may become unfunded commitments, if not drawn prior to expiration. As of September 30, 2019 and December 31, 2018, this backlog of potential future commitments totaled $15.5 million and $25.0 million, respectively.

Note 8. Financial Highlights

The financial highlights presented below are for the three and nine months ended September 30, 2019 and 2018.

Financial Highlights	For the Three Months Ended September 30, or as of September 30,						For the Nine Months Ended September 30, or as of September 30,
(in thousands, except per share data)	2019			2018			2019			2018
Per Share Data ⁽¹⁾
Net asset value at beginning of period		14.19		$	13.45			13.50			13.25
Changes in net asset value due to:
Net investment income		0.29			0.46			1.09			1.30
Net realized gains (losses) on investments		(0.07	)		0.04			(0.07	)		0.09
Net change in unrealized gains (losses) on investments		(0.57	)		0.01			0.03			0.04
Offering costs related to public offering of common stock		-			(0.01	)		—			(0.01	)
Net increase (decrease) from capital share transactions⁽¹⁾		-			—			—			—
Distributions from net investment income		(0.36	)		(0.36	)		(1.08	)		(1.08	)
Net asset value at end of period	$	13.47		$	13.59		$	13.47		$	13.59

Net investment income per share	$	0.29		$	0.46		$	1.09		$	1.30
Net increase (decrease) in net assets resulting from operations per share	$	(0.35	)	$	0.50		$	1.05		$	1.43
Weighted average shares of common stock outstanding for period		24,865			21,641			24,825			19,056
Shares of common stock outstanding at end of period		24,895			24,727			24,895			24,727

Ratios / Supplemental Data
Net asset value at beginning of period	$	352,652		$	238,991		$	334,531		$	234,945
Net asset value at end of period	$	335,446		$	336,003		$	335,446		$	336,003
Average net asset value	$	360,402		$	292,681		$	345,129		$	255,456
Stock price at end of period	$	16.47		$	13.59		$	16.47		$	13.59

Total return based on net asset value per share⁽²⁾		(2.8	)%		4.0	%		7.7	%		12.1	%
Total return based on stock price⁽³⁾		18.4	%		12.5	%		63.2	%		17.1	%

Net investment income to average net asset value⁽⁴⁾		7.8	%		13.6	%		10.5	%		13.0	%
Net increase (decrease) in net assets to average net asset value⁽⁴⁾		(9.7	)%		14.8	%		10.1	%		14.3	%
Ratio of expenses to average net asset value⁽⁴⁾		9.4	%		10.4	%		9.7	%		11.6	%
Operating expenses excluding incentive fees to average net asset value		7.5	%		7.0	%		7.1	%		8.3	%
Income incentive fees to average net asset value		1.9	%		3.4	%		2.6	%		3.2	%
Capital gains incentive fees to average net asset value		0.0	%		0.0	%		0.0	%		0.0	%

__________________

⁽¹⁾	All per share activity is calculated based on the weighted average shares outstanding for the relevant period, except net increase (decrease) in net assets from capital share transactions, which is based on the common shares outstanding as of the relevant balance sheet date.

⁽²⁾	Total return based on NAV is the change in ending NAV per share plus distributions per share paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning NAV per share.

⁽³⁾

Total return based on stock price is the change in the ending stock price of the Company’s common stock plus distributions paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning stock price of the Company’s common stock. The total return is for the period shown and is not annualized.

⁽⁴⁾	Percentage is presented on an annualized basis.

The weighted average portfolio yield on debt investments presented below is for the three and nine months ended September 30, 2019 and 2018.

Ratios	For the Three Months Ended September 30, or as of September 30,						For the Nine Months Ended September 30, or as of September 30,
(Percentages, on an annualized basis) ⁽¹⁾	2019			2018			2019			2018
Weighted average portfolio yield on debt investments⁽²⁾		13.0	%		19.3	%		14.9	%		16.8	%
Coupon income		10.3	%		10.7	%		10.3	%		10.7	%
Accretion of discount		0.8	%		1.1	%		0.9	%		1.0	%
Accretion of end-of-term payments		1.8	%		2.2	%		2.0	%		2.1	%
Impact of prepayments during the period		0.2	%		5.3	%		1.8	%		3.0	%

_______________

⁽¹⁾	Weighted average portfolio yields on debt investments for periods shown are the annualized rates of interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period.

⁽²⁾	The weighted average portfolio yields on debt investments reflected above do not represent actual investment returns to the Company’s stockholders.

Note 9. Net Increase (Decrease) in Net Assets per Share

The following information sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2019 and 2018.

Basic and Diluted Share Information	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
(in thousands, except per share data)	2019			2018		2019		2018
Net investment income	$	7,113		$	10,010	$	27,151	$	24,757
Net increase (decrease) in net assets resulting from operations	$	(8,812	)	$	10,909	$	26,118	$	27,247
Basic and diluted weighted average shares of common stock outstanding		24,865			21,641		24,825		19,056
Basic and diluted net investment income per share of common stock	$	0.29		$	0.46	$	1.09	$	1.30
Basic and diluted net increase (decrease) in net assets resulting from operations per share of common stock	$	(0.35	)	$	0.50	$	1.05	$	1.43

Note 10. Equity

Since inception through September 30, 2019, the Company has issued 25,087,545 shares of common stock through an initial public offering, a concurrent private placement offering in 2014, a follow-on offering in 2015, a private placement offering in 2017 and a follow-on offering and concurrent private placement offering in 2018. The Company received net proceeds from these offerings of approximately $354.7 million, net of the portion of the underwriting sales load and offering costs paid by the Company.

The Company has adopted a dividend reinvestment plan for its stockholders, which is an “opt out” dividend reinvestment plan. Under this plan, if the Company declares a cash distribution to stockholders, the amount of such distribution is automatically reinvested in additional shares of common stock unless a stockholder specifically “opts out” of the dividend reinvestment plan. If a stockholder opts out, that stockholder receives cash distributions.

Information on the proceeds raised along with any related underwriting sales load and associated offering expenses, and the price at which common stock was issued by the Company, during the nine months ended September 30, 2019 and year ended December 31, 2018 is provided in the following table.

Issuance of Common Stock for the Nine Months Ended September 30, 2019 (in thousands, except per share data)	Date	Number of Shares of Common Stock Issued		Gross Proceeds Raised		Underwriting Sales Load		Offering Expenses		Gross Offering Price
First quarter 2019 distribution reinvestment	3/29/2019		40	$	518	$	—	$	—	$13.07 per share
Second quarter 2019 distribution reinvestment	6/14/2019		40		528		—		—	$13.40 per share
Third quarter 2019 distribution reinvestment	9/16/2019		35		555		—		—	$15.68 per share
Total issuance			115	$	1,601	$	—	$	—

Issuance of Common Stock for the Year Ended December 31, 2018 (in thousands, except per share data)	Date	Number of Shares of Common Stock Issued		Gross Proceeds Raised		Underwriting Sales Load		Offering Expenses		Gross Offering Price
First quarter 2018 distribution reinvestment	4/6/2018		22	$	249	$	—	$	—	$11.35 per share
Second quarter 2018 distribution reinvestment	6/15/2018		19		234		—		—	$12.08 per share
Public offering of common stock ⁽¹⁾	8/9/2018		6,000		82,200		—		260	$13.70 per share
Private placement⁽¹⁾	8/9/2018		400		5,480		—		—	$13.70 per share
Exercise of over-allotment option	8/31/2018		525		7,191		—		—	$13.70 per share
Third quarter 2018 distribution reinvestment	9/14/2018		31		379		—		—	$12.39 per share
Fourth quarter 2018 distribution reinvestment	12/14/2018		39		448		—		—	$11.35 per share
Special 2018 distribution reinvestment	12/28/2018		14		145		—		—	$10.55 per share
Total issuance			7,050	$	96,326	$	—	$	260

_______________

⁽¹⁾	In connection with the offering, the Company’s investment adviser agreed to bear all of the sales load and to pay to the underwriters an additional supplemental payment of approximately $0.04 per share.

The Company had 24,894,768 and 24,780,223 shares of common stock outstanding as of September 30, 2019 and December 31, 2018, respectively.

Note 11. Distributions

The Company has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under the Code, beginning with the Company’s taxable year ended December 31, 2014. In order to maintain its ability to be subject to tax as a RIC, among other things, the Company is required to distribute at least 90% of its net ordinary income and net realized short-term capital gains in excess of its net realized long-term capital losses, if any, to its stockholders. Additionally, to avoid a nondeductible 4% U.S. federal excise tax on certain of the Company’s undistributed income, the Company must distribute during each calendar year an amount at least equal to the sum of: (a) 98% of the Company’s ordinary income (not taking into account any capital gains or losses) for such calendar year; (b) 98.2% of the amount by which the Company’s capital gains exceed the Company’s capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31 of the calendar year (unless an election is made by the Company to use its taxable year); and (c) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax.

For the tax years ended December 31, 2014, 2015, 2017 and 2018, the Company was subject to a 4% U.S. federal excise tax and the Company may be subject to this tax in future years. In such cases, the Company is liable for the tax only on the amount by which the Company does not meet the foregoing distribution requirement. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital. The Company incurred a non-deductible U.S. federal excise tax of approximately $155,000 for the year ended December 31, 2018.

The following table summarizes cash distributions per share that have been authorized by the Board since the Company’s initial public offering to September 30, 2019. From March 5, 2014 (commencement of operations) to December 31, 2015, these distributions represent ordinary income as earnings exceeded distributions. Approximately $1.20 per share of the distributions during the year ended December 31, 2016 represent a return of capital.

Period Ended	Date Announced	Record Date	Payment Date	Per Share Amount
March 31, 2014	April 3, 2014	April 15, 2014	April 30, 2014	$	0.09	⁽¹⁾
June 30, 2014	May 13, 2014	May 30, 2014	June 17, 2014		0.30
September 30, 2014	August 11, 2014	August 29, 2014	September 16, 2014		0.32
December 31, 2014	October 27, 2014	November 28, 2014	December 16, 2014		0.36
December 31, 2014	December 3, 2014	December 22, 2014	December 31, 2014		0.15	⁽²⁾
March 31, 2015	March 16, 2015	March 26, 2015	April 16, 2015		0.36
June 30, 2015	May 6, 2015	May 29, 2015	June 16, 2015		0.36
September 30, 2015	August 11, 2015	August 31, 2015	September 16, 2015		0.36
December 31, 2015	November 10, 2015	November 30, 2015	December 16, 2015		0.36
March 31, 2016	March 14, 2016	March 31, 2016	April 15, 2016		0.36
June 30, 2016	May 9, 2016	May 31, 2016	June 16, 2016		0.36
September 30, 2016	August 8, 2016	August 31, 2016	September 16, 2016		0.36
December 31, 2016	November 7, 2016	November 30, 2016	December 16, 2016		0.36
March 31, 2017	March 13, 2017	March 31, 2017	April 17, 2017		0.36
June 30, 2017	May 9, 2017	May 31, 2017	June 16, 2017		0.36
September 30, 2017	August 8, 2017	August 31, 2017	September 15, 2017		0.36
December 31, 2017	November 6, 2017	November 17, 2017	December 1, 2017		0.36
March 31, 2018	March 12, 2018	March 23, 2018	April 6, 2018		0.36
June 30, 2018	May 2, 2018	May 31, 2018	June 15, 2018		0.36
September 30, 2018	August 1, 2018	August 31, 2018	September 14, 2018		0.36
December 31, 2018	October 31, 2018	November 30, 2018	December 14, 2018		0.36
December 31, 2018	December 6, 2018	December 20, 2018	December 28, 2018		0.10	⁽²⁾
March 31, 2019	March 1, 2019	March 20, 2019	March 29, 2019		0.36
June 30, 2019	May 1, 2019	May 31, 2019	June 14, 2019		0.36
September 30, 2019	July 31, 2019	August 30, 2019	September 16, 2019		0.36
Total cash distributions				$	8.16

_______________

⁽¹⁾	The amount of this initial distribution reflected a quarterly dividend rate of $0.30 per share, prorated for the 27 days for the period from the pricing of the Company’s initial public offering on March 5, 2014 through March 31, 2014.

⁽²⁾	Represents a special distribution.

It is the Company’s intention to distribute all or substantially all of its taxable income earned over the course of the year; thus, no provision for income tax has been recorded in the Company’s consolidated statements of operations during the three and nine months ended September 30, 2019 and 2018. However, the Company may choose not to distribute all of its taxable income for a number of reasons, including retaining excess taxable income for investment purposes and/or defer the payment of distributions associated with the excess taxable income for future calendar years. For the three and nine months ended September 30, 2019, total distributions of $0.36 per share and $1.08 per share, respectively, were declared and paid and represented a distribution of ordinary income as the Company’s earnings and profits for 2018 exceeded its distributions. As of December 31, 2018, the Company estimated it had undistributed 2018 taxable earnings of approximately $4.6 million. This “spillover” income will be paid as part of the 2019 dividends. Since March 5, 2014 (commencement of operations) to September 30, 2019, total distributions of $8.16 per share have been paid.

Note 12. Subsequent Events

Distributions

On October 30, 2019, the Board declared a $0.36 per share regular quarterly dividend, payable on December 16, 2019, to stockholders of record on November 29, 2019.

Recent Portfolio Activity

From October 1, 2019 through November 6, 2019, the Company funded $94.3 million in new investments and closed $61.3 million of additional debt commitments. TPC’s direct originations platform entered into $43.3 million of additional non-binding signed term sheets with venture growth stage companies, subject to due diligence, definitive documentation and investment committee approval, as well as compliance with TPC’s allocation policy.

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

Forward-Looking Statements

The information contained in this section should be read in conjunction with our consolidated financial statements and related notes and schedules thereto appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “the Company”, “we”, “us”, and “our” refer to TriplePoint Venture Growth BDC Corp. and its subsidiaries.

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q include statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

our relationships with third parties, including venture capital investors;

•

the impact and timing of our unfunded commitments;

•

the expected market for venture capital investments;

•

the performance of our existing portfolio and other investments we may make in the future;

•

the impact of investments that we expect to make;

•

actual and potential conflicts of interest with TriplePoint Capital LLC (“TPC”) and TriplePoint Advisers LLC (“Adviser”) and its senior investment team and Investment Committee;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

our expected financings, use of leverage and investments;

•

the ability of our Adviser to attract, retain and have access to highly talented professionals, including our Adviser’s senior management team;

•

our ability to qualify and maintain our qualification as a RIC and as a BDC;

•

the adequacy of our cash resources and working capital; and

•

the timing of cash flows, if any, from the operations of our portfolio companies.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•

interest rate volatility could adversely affect our results, particularly given that we use leverage as part of our investment strategy;

•

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

•

the risks, uncertainties and other factors we identify in “Risk Factors” in our Annual Report on Form 10-K under Part I, Item 1A.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, borrowing costs and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described in “Risk Factors” in our Annual Report on Form 10-K under Part I, Item 1A. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.

Overview

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2014.

Our shares are currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “TPVG”. Our 5.75% Notes due 2022 (the “2022 Notes”) are currently listed on the NYSE under the symbol “TPVY”.

We were formed to expand the venture growth stage business segment of TPC’s investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespan. TPC is located on Sand Hill Road in Silicon Valley and has a primary focus in technology, life sciences and other high growth industries.

Our investment objective is to maximize our total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by lending primarily with warrants to venture growth stage companies focused in technology, life sciences and other high growth industries that are backed by TPC’s select group of leading venture capital investors.

We commenced investment activities on March 5, 2014. In order to expedite the ramp-up of our investment activities and further our ability to meet our investment objectives, on March 5, 2014, we acquired our initial portfolio. On March 11, 2014, we completed our initial public offering and received $141.6 million of net proceeds in connection with the initial public offering and concurrent private placement, net of the portion of the underwriting sales load and offering costs we paid. In 2015, we completed a follow-on public offering of our common stock raising approximately $95.9 million after offering costs. In October 2017, we sold in a private placement transaction 1,594,007 shares of our common stock to certain investment funds managed by the Alternative Investments & Manager Selection Group of Goldman Sachs Asset Management, L.P. and 73,855 shares of our common stock to certain of our executive officers, for total gross proceeds of approximately $22.6 million. In August 2018, we completed a public offering and a concurrent private placement offering of an aggregate 6,925,000 shares of our common stock, raising approximately $94.6 million after offering costs.

Borrowings

In February 2014, we entered into a credit agreement with Deutsche Bank AG acting as administrative agent and a lender, and KeyBank National Association, Everbank Commercial Lender Finance, Inc., and AloStar Bank of Commerce, as other lenders, which provided us with a $150 million commitment, subject to borrowing base requirements (as amended and restated from time to time, the “Credit Facility”). In August 2014, we amended the Credit Facility to increase the total commitments to $200 million in aggregate.

In January 2018, we amended and renewed the Credit Facility. MUFG Union Bank, N.A., replaced AloStar Bank of Commerce as a lender, under the amended Credit Facility. The amendment and renewal, among other things, increased the total commitment to $210 million in aggregate, extended the revolving period from February 21, 2018 to February 21, 2020, and extended the maturity date from February 21, 2019 to August 21, 2021.

In May 2019, we amended and renewed the Credit Facility. The amendment and renewal, among other things, increased the total commitment to $265 million in aggregate, added an accordion feature that allows us to increase the size of the Credit Facility to up to $400 million, extended the revolving period from February 21, 2020 to May 31, 2021, and extended the maturity date from August 21, 2021 to November 31, 2022.

In August 2019, we amended the Credit Facility to increase its capacity from $265 million to $300 million and to add two new lenders, Hitachi Capital America Corporation and NBH Bank. The $35 million increase in the capacity of the Credit Facility was made under the accordion feature in the Credit Facility.

Borrowings under the Credit Facility are subject to various covenants and the leverage restrictions contained in the 1940 Act. See “Note 6. Borrowings” in the notes to consolidated financial statements for more information regarding the terms of the Credit Facility.

On July 14, 2017, we completed a public offering of $65.0 million in aggregate principal amount of our newly issued 2022 Notes and received net proceeds of approximately $62.8 million, after the payment of fees and offering costs. On July 24, 2017, as a result of the underwriters’ full exercise of their option to purchase additional 2022 Notes, we issued an additional $9.75 million in aggregate principal amount of the 2022 Notes and received net proceeds of approximately $9.5 million, after the payment of fees and offering costs. The interest on the 2022 Notes is payable quarterly on January 15, April 15, July 15 and October 15, beginning October 15, 2017. See “Note 6. Borrowings” in the notes to consolidated financial statements for more information regarding the 2022 Notes.

Asset Coverage Requirements

On June 21, 2018, our stockholders voted at a special meeting of stockholders to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the special meeting, effective June 22, 2018, our applicable minimum asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. Thus, we are permitted, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of September 30, 2019, the Company’s asset coverage for borrowed amounts was 243%.

Portfolio Composition, Investment Activity and Asset Quality

Portfolio Composition

We originate and invest primarily in venture growth stage companies. Companies at the venture growth stage have distinct characteristics differentiating them from venture capital-backed companies at other stages in their development lifecycle. We invest primarily in (i) growth capital loans that have a secured collateral position and that are generally used by venture growth stage companies to finance their continued expansion and growth, (ii) equipment financings, which may be structured as loans or leases, that have a secured collateral position on specified mission-critical equipment, (iii) on a select basis, revolving loans that have a secured collateral position and that are typically used by venture growth stage companies to advance against inventory, components, accounts receivable, contractual or future billings, bookings, revenues, sales or cash payments and collections including proceeds from a sale, financing or the equivalent and (iv) direct equity investments in venture growth stage companies. In connection with our growth capital loans, equipment financings and revolving loans, we generally receive warrant investments that allow us to participate in any equity appreciation of our borrowers and enhance our overall investment returns.

As of September 30, 2019, we held 159 investments in 65 companies. Our investments included 82 debt investments, 53 warrant investments, and 24 direct equity and related investments. As of September 30, 2019, the total cost and fair value of these investments were approximately $526.9 million and approximately $526.0 million, respectively. As of September 30, 2019, three of our portfolio companies were publicly traded. As of September 30, 2019, the 82 debt investments with an aggregate fair value of approximately $477.8 million had a weighted average loan to enterprise value ratio at the time of underwriting of approximately 10.3%. Enterprise value of a portfolio company is estimated based on information available, including any information regarding the most recent rounds of equity funding, at the time of origination.

As of December 31, 2018, we had 144 investments in 57 companies. Our investments included 82 debt investments, 48 warrant investments, and 14 direct equity and related investments. As of December 31, 2018, the total cost and fair value of these investments were approximately $435.1 million and approximately $433.4 million, respectively. As of December 31, 2018, one of our portfolio companies was publicly traded. As of December 31, 2018, the 82 debt investments had an aggregate fair value of approximately $405.3 million and a weighted average loan to enterprise value ratio at the time of underwriting of approximately 8.9%. Enterprise value of a portfolio company is estimated based on information available, including any information regarding the most recent rounds of equity funding, at the time of origination.

The following tables provide information on the cost and fair value of our investments in companies along with the number of companies in our portfolio as of September 30, 2019 and December 31, 2018.

	As of September 30, 2019
Investments by Type (dollars in thousands)	Cost		Fair Value		Net Unrealized Gains (losses)			Number of Investments		Number of Companies
Debt investments	$	500,039	$	477,788	$	(22,251	)		82		29
Warrant investments		15,032		19,488		4,456			53		53
Equity investments		11,791		28,725		16,934			24		20
Total Investments in Portfolio Companies	$	526,862	$	526,001	$	(861	)		159		65	*

	As of December 31, 2018
Investments by Type (dollars in thousands)	Cost		Fair Value		Net Unrealized Gains (losses)			Number of Investments		Number of Companies
Debt investments	$	414,256	$	405,347	$	(8,909	)		82	29
Warrant investments		12,287		17,514		5,227			48	48
Equity investments		8,541		10,556		2,015			14	12
Total Investments in Portfolio Companies	$	435,084	$	433,417	$	(1,667	)		144		57	*

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*	Represents non-duplicative number of companies.

The following tables present the fair value of the portfolio of investments, by industry and the percentage of the total investment portfolio, as of September 30, 2019 and December 31, 2018.

	As of September 30, 2019
Investments in Portfolio Companies by Industry (dollars in thousands)‍	At Fair Value		Percentage of Total Investments
Business Applications Software	$	71,086		13.5	%
Consumer Products and Services		50,307		9.6
Financial Institution and Services		45,764		8.7
Security Services		37,557		7.1
Network Systems Management Software		33,560		6.4
Entertainment		28,258		5.4
Buildings and Property		30,349		5.8
Building Materials/Construction Machinery		32,074		6.1
Social/Platform Software		29,749		5.7
E-Commerce - Clothing and Accessories		27,660		5.3
Business to Business Marketplace		28,243		5.4
Real Estate Services		23,144		4.4
Other Financial Services		20,267		3.9
Household & Office Goods		15,799		3.0
Biofuels / Biomass		7,497		1.4
E-Commerce - Personal Goods		12,493		2.4
Consumer Retail		10,105		1.9
Human Resources/Recruitment		10,005		1.9
Wireless Communications Equipment		750		0.1
Restaurant / Food Service		1,908		0.4
Communications Software		2,000		0.4
Healthcare Technology Systems		1,636		0.3
Shopping Facilitators		1,537		0.3
General Media and Content		1,060		0.2
Travel & Leisure		736		0.1
Food & Drug		629		0.1
Consumer Non-Durables		640		0.1
Educational/Training Software		434		0.1
Conferencing Equipment / Services		205	*
Transportation		193	*
Advertising / Marketing		147	*
Commercial Services		94	*
Medical Software and Information Services		74	*
Database Software		41	*
Total portfolio company investments	$	526,001		100.0	%

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*	Amount represents less than 0.05% of the total portfolio investments.

	As of December 31, 2018
Investments in Portfolio Companies by Industry (dollars in thousands)‍	At Fair Value		Percentage of Total Investments
Business Applications Software	$	113,162		26.1	%
Financial Institution and Services		80,291		18.5
Building Materials/Construction Machinery		37,464		8.6
Network Systems Management Software		30,835		7.1
E-Commerce - Clothing and Accessories		30,459		7.0
Entertainment		26,077		6.0
Real Estate Services		19,828		4.6
Wireless Communications Equipment		19,291		4.5
E-Commerce - Personal Goods		16,133		3.7
Biofuels / Biomass		14,213		3.3
General Media and Content		13,063		3.0
Consumer Retail		10,927		2.5
Consumer Products and Services		9,939		2.3
Educational/Training Software		2,099		0.5
Shopping Facilitators		2,000		0.5
Restaurant / Food Service		2,000		0.5
Database Software		1,996		0.5
Communications Software		1,060		0.2
Household & Office Goods		992		0.2
Travel & Leisure		627		0.1
Security Services		236		0.1
Conferencing Equipment / Services		203		0.1
Business to Business Marketplace		160		0.1
Food & Drug		129	*
Advertising / Marketing		104	*
Medical Software and Information Services		74	*
Human Resources/Recruitment		55	*
Total portfolio company investments	$	433,417		100.0	%

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*	Amount represents less than 0.05% of total portfolio investments.

The following tables present the financing product type of our debt investments as of September 30, 2019 and December 31, 2018.

	As of September 30, 2019
Debt Investments by Financing Product (dollars in thousands)	Fair Value		Percentage of Total Debt Investments
Growth capital loans	$	441,756		92.5	%
Equipment loans		31,210		6.5
Revolver loans		4,822		1.0
Equipment leases		-		-
Total debt investments	$	477,788		100.0	%

	As of December 31, 2018
Debt Investments by Financing Product (dollars in thousands)	Fair Value		Percentage of Total Debt Investments
Growth capital loans	$	356,861		88.0	%
Equipment leases		38,265		9.4
Equipment loans		6,354		1.6
Convertible notes		3,867		1.0
Total debt investments	$	405,347		100.0	%

Growth capital loans in which the borrower held a term loan facility, with or without an accompanying revolving loan, in priority to our senior lien represent approximately 28.8% and 14.0% of the debt investments at fair value as of September 30, 2019 and December 31, 2018, respectively.

Investment Activity

During the three months ended September 30, 2019, we entered into commitments with one new portfolio company and three existing portfolio companies totaling $81.2 million, funded 12 debt investments for approximately $84.7 million in principal value, acquired warrant investments representing approximately $0.9 million of value and made equity investments of $1.0 million. During the nine months ended September 30, 2019, we entered into commitments with 11 new portfolio companies and 10 existing portfolio companies totaling $377.9 million, funded 42 debt investments for approximately $246.7 million in principal value, acquired warrant investments representing approximately $3.5 million of value and made equity investments of $3.2 million.

During the three months ended September 30, 2018, we entered into commitments with five new portfolio companies and one existing portfolio companies totaling $63.2 million, funded 16 debt investments for approximately $53.4 million in principal value, acquired warrant investments representing approximately $0.9 million of value and made one $0.2 million equity investment. During the nine months ended September 30, 2018, we entered into commitments with 12 new portfolio companies and six existing portfolio companies totaling $318.6 million, funded 35 debt investments for approximately $144.2 million in principal value, acquired warrant investments representing approximately $2.8 million of value and made $1.0 million of equity investments.

During the three months ended September 30, 2019, we received $1.0 million of principal prepayments and $41.2 million of scheduled amortization and repayments. During the nine months ended September 30, 2019 we received $96.1 million of debt prepayments and $67.5 million of scheduled amortization and repayments.

During the three months ended September 30, 2018, we received $91.0 million of debt prepayments and $12.0 million of scheduled amortization and repayments. During the nine months ended September 30, 2018, we received $144.3 million of debt prepayments and $28.3 million of scheduled amortization and repayments.

Total portfolio investment activity for the three and nine months ended September 30, 2019 and 2018 was as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands)	2019			2018			2019			2018
Beginning portfolio at fair value	$	496,021		$	398,405		$	433,417		$	372,103
New debt investments, net ⁽¹⁾		83,024			52,274			241,745			140,340
Scheduled principal payments from debt investments		(9,159	)		(6,963	)		(30,485	)		(18,308	)
Early principal payments, repayments and recoveries		(32,991	)		(95,990	)		(133,096	)		(154,338	)
Accretion of debt investment fees		2,523			2,012			7,499			7,821
Payment-in-kind coupon		565			662			1,627			1,951
New warrant investments		943			909			3,467			2,770
New equity investments		1,011			250			3,173			1,000
Proceeds and dispositions of investments		(11	)		(1,182	)		(313	)		(4,553	)
Net realized (losses) gains		(1,801	)		942			(1,847	)		1,723
Net unrealized gains (losses) on investments		(14,124	)		(4	)		814			806
Ending portfolio at fair value	$	526,001		$	351,315		$	526,001		$	351,315

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⁽¹⁾	Debt balance is net of fees and discounts applied to the loan at origination.

As of September 30, 2019, our unfunded commitments to 24 companies totaled approximately $330.8 million. During the three and nine months ended September 30, 2019, $13.1 million and $104.1 million, respectively, in unfunded commitments expired or were terminated.

As of December 31, 2018, our unfunded commitments to 20 companies totaled approximately $294.3 million. During the year ended December 31, 2018, $61.0 million in unfunded commitments expired or were terminated.

The following table provides additional information on our unfunded commitments regarding milestones, expirations, and types of loans.

Unfunded Commitments (in thousands)*	As of September 30, 2019		As of December 31, 2018
Dependent on milestones	$	70,333	$	87,500
Expiring during:
2019	$	107,975	$	183,306
2020		207,833		111,000
2021		15,000		—
Total	$	330,808	$	294,306

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* Does not include backlog of potential future commitments.

Our credit agreements with our portfolio companies contain customary lending provisions that allow us relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company. We generally expect 50% - 75% of our gross unfunded commitments to eventually be drawn before the expiration of their corresponding availability periods.

The fair value at the inception of the delay draw credit agreements with our portfolio companies is equal to the fees and/or warrant investments received to enter into these agreements, taking into account the remaining terms of the agreements and the counterparties’ credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments. As of September 30, 2019 and December 31, 2018, the fair value for these unfunded commitments totaled approximately $4.1 million and $2.5 million, respectively, and was included in “other accrued expenses and liabilities” in our consolidated statements of assets and liabilities.

Our level of investment activity can vary substantially from period to period as our Adviser chooses to slow or accelerate new business originations depending on market conditions, rate of investment of TPC’s select group of leading venture capital investors, our Adviser’s knowledge, expertise and experience, our funding capacity (including availability under the Credit Facility and our ability or inability to raise equity or debt capital), and other market dynamics.

The following table shows the debt commitments, fundings of debt investments (principal balance) and equity investments and non-binding term sheet activity for the three and nine months ended September 30, 2019 and 2018.

Commitments and Fundings	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
Debt Commitments
New portfolio companies	$	25,000	$	62,500	$	224,294	$	242,623
Existing portfolio companies		56,238		655		153,562		75,955
Total *	$	81,238	$	63,155	$	377,856	$	318,578

Funded Debt Investments	$	84,683	$	53,373	$	246,739	$	144,154

Equity Investments	$	1,000	$	250	$	3,162	$	1,000

Non-Binding Term Sheets	$	301,229	$	204,250	$	754,890	$	562,267

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* Includes backlog of potential future commitments.

We may enter into commitments with certain portfolio companies that permit an increase in the commitment amount in the future in the event that conditions to such increases are met (“backlog of potential future commitments”). If such conditions to increase are met, these amounts may become unfunded commitments if not drawn prior to expiration. As of September 30, 2019 and December 31, 2018, this backlog of potential future commitments totaled $15.5 million and $25.0 million, respectively.

Payables

On December 31, 2018, we acquired $20.0 million in face value of U.S. Treasury Bills which were sold on January 3, 2019. The Company purchased and sold U.S. Treasury Bills in order to efficiently meet certain RIC diversification tests.

Asset Quality

Consistent with TPC’s existing policies, our Adviser maintains a credit watch list which places borrowers into five risk categories based on our Adviser’s senior investment team’s judgment, where 1 is the highest rating and all new loans are generally assigned a rating of 2.

Category	Category Definition	Action Item

Clear (1)	Performing above expectations and/or strong financial or enterprise profile, value or coverage.	Review quarterly.
White (2)	Performing at expectations and/or reasonably close to it. Reasonable financial or enterprise profile, value or coverage. Generally, all new loans are initially graded White.	Contact portfolio company periodically in no event less than quarterly.
Yellow (3)	Performing generally below expectations and/or some proactive concern. Adequate financial or enterprise profile, value or coverage.	Contact portfolio company monthly or more frequently as determined by our Adviser’s Investment Committee; contact venture capital investors.
Orange (4)	Needs close attention due to performance materially below expectations, weak financial and/or enterprise profile, concern regarding additional capital or exit equivalent.	Contact portfolio company weekly or more frequently as determined by our Adviser’s Investment Committee; contact venture capital investors regularly; our Adviser forms a workout group to minimize risk of loss.
Red (5)	Serious concern/trouble due to pending or actual default or equivalent. May experience partial and/or full loss.	Maximize value from assets.

As of September 30, 2019 and December 31, 2018, the weighted average investment ranking of our debt investment portfolio was 1.97 and 1.87, respectively. During the three months ended September 30, 2019, portfolio company credit category changes, excluding fundings and repayments, consisted of the following: two portfolio companies with a principal balance of $13.6 million were upgraded from White (2) to Clear (1); one portfolio company with a principal balance of $13.2 million was downgraded from Yellow (3) to Orange (4); and one portfolio company with a principal balance of $7.5 million was downgraded from Orange (4) to Red (5).

The following tables show the credit rankings for the portfolio companies that had outstanding obligations to us as of September 30, 2019 and December 31, 2018.

	As of September 30, 2019
Credit Category (dollars in thousands)	Fair Value		Percentage of Total Debt Investments			Number of Portfolio Companies
Clear (1)	$	92,778		19.4	%		6
White (2)		336,884		70.5			17
Yellow (3)		20,870		4.4			2
Orange (4)		24,598		5.1			2
Red (5)		2,658		0.6			2
Total debt investments	$	477,788		100.0	%		29

	As of December 31, 2018
Credit Category (dollars in thousands)	Fair Value		Percentage of Total Debt Investments			Number of Portfolio Companies
Clear (1)	$	112,032		27.6	%		7
White (2)		245,544		60.6			17
Yellow (3)		38,982		9.6			3
Orange (4)		6,789		1.7			1
Red (5)		2,000		1			1
Total debt investments	$	405,347		100.0	%		29

Results of Operations

Comparison of operating results for the three and nine months ended September 30, 2019 and September 30, 2018.

An important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gains (losses) and net unrealized gains (losses). Net investment income (loss) is the difference between our income from interest, dividends, fees and other investment income and our operating expenses including interest on borrowed funds. Net realized gains (losses) on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net unrealized gains (losses) on investments is the net change in the fair value of our investment portfolio.

For the three months ended September 30, 2019, our net decrease in net assets resulting from operations was approximately $8.8 million, which was comprised of approximately $7.1 million of net investment income and approximately $15.9 million of net realized and unrealized losses. For the three months ended September 30, 2018, our net increase in net assets resulting from operations was approximately $10.9 million, which was comprised of approximately $10.0 million of net investment income and approximately $0.9 million of net realized and unrealized gains. On a per share basis for the three months ended September 30, 2019, net investment income was $0.29 per share and the net decrease in net assets from operations was $0.35 per share, as compared to net investment income of $0.46 per share and a net increase in net assets from operations of $0.50 per share, respectively, for the three months ended September 30, 2018.

For the nine months ended September 30, 2019, our net increase in net assets resulting from operations was approximately $26.1 million, which was comprised of approximately $27.2 million of net investment income and approximately $1.0 million of net realized and unrealized losses. For the nine months ended September 30, 2018, our net increase in net assets resulting from operations was approximately $27.2 million, which was comprised of approximately $24.8 million of net investment income and approximately $2.5 million of net realized and unrealized gains. On a per share basis for the nine months ended September 30, 2019, net investment income was $1.09 per share and the net increase in net assets from operations was $1.05 per share, as compared to $1.30 per share and $1.43 per share, respectively, for the nine months ended September 30, 2018.

Investment Income

Total investment income for the three months ended September 30, 2019 was approximately $15.7 million as compared to approximately $17.7 million for the three months ended September 30, 2018. Total investment income for the nine months ended September 30, 2019 was approximately $52.1 million as compared to approximately $46.8 million for the nine months ended September 30, 2018.

The $2.0 million decrease in investment and other income for the three months ended September 30, 2019, compared to the comparable period of 2018, was primarily due to a decrease in prepayment and other income, partially offset by an increase in interest income due to a higher average portfolio balance between periods. The $5.3 million increase in investment and other income for the nine months ended September 30, 2019, compared to the comparable period of 2018, was primarily due to an increase in interest income due to a higher average portfolio balance between periods, partially offset by a decrease in prepayment and other income.

For the three months ended September 30, 2019, we recognized approximately $0.3 million in other income consisting of approximately $0.2 million due to the termination or expiration of unfunded commitments and approximately $28,000 from the realization of certain fees paid by portfolio companies and other income. For the three months ended September 30, 2018, we recognized approximately $0.7 million in other income consisting of approximately $0.1 million due to the termination or expiration of unfunded commitments and approximately $0.6 million from the realization of certain fees paid by portfolio companies and other income.

For the nine months ended September 30, 2019, we recognized approximately $1.6 million in other income consisting of approximately $0.5 million due to the termination or expiration of unfunded commitments and approximately $1.1 million from the realization of certain fees paid by portfolio companies and other income. For the nine months ended September 30, 2018, we recognized approximately $1.9 million in other income consisting of approximately $0.5 million due to the termination or expiration of unfunded commitments and approximately $1.4 million from the realization of certain fees paid by portfolio companies and other income.

Operating Expenses

Total operating expenses consist of base management fee, income incentive fee, capital gains incentive fee, interest expense and amortization of fees, administration agreement expenses, and general and administrative expenses and is summarized in the statement of operations. In determining the base management fee, our Adviser has agreed to exclude any U.S. Treasury Bill assets acquired at the end of the applicable quarters in 2019 and 2018 in the calculation of the gross assets. We anticipate operating expenses will increase over time as our portfolio continues to grow. However, we anticipate operating expenses, as a percentage of totals assets and net assets, will generally decrease over time as our portfolio and capital base expand. We expect base management and income incentive fees will increase as we grow our asset base and our earnings. The capital gains incentive fee will depend on realized and unrealized gains and losses. Interest expenses will generally increase as we utilize more of the Credit Facility, and we generally expect expenses under the administration agreement and general and administrative expenses to increase over time to meet the additional requirements associated with servicing a larger portfolio.

Total operating expenses for the three months ended September 30, 2019 were approximately $8.6 million as compared to approximately $7.7 million for the three months ended September 30, 2018. Total operating expenses for the nine months ended September 30, 2019 were approximately $25.0 million as compared to approximately $22.1 million for the nine months ended September 30, 2018.

Base management fees totaled approximately $2.3 million and $1.8 million for the three months ended September 30, 2019 and 2018, respectively, and approximately $6.1 million and $5.1 million for the nine months ended September 30, 2019 and 2018, respectively. Base management fees for the three and nine months ended September 30, 2019, as compared to the comparable periods for 2018, increased due to an increase in the average asset base on which the fees are based.

Income incentive fees totaled approximately $1.7 million and $2.5 million for the three months ended September 30, 2019 and 2018, respectively, and approximately $6.8 million and $6.2 million for the nine months ended September 30, 2019 and 2018, respectively. The decrease in income incentive fees for the three months ended September 30, 2019, as compared to the comparable period in 2018, was primarily due to lower income from prepayment activity. The increase in income incentive fees for the nine months ended September 30, 2019, as compared to the comparable period in 2018, was primarily due higher income on our investment portfolio, driven by higher portfolio balances.

There was no capital gains incentive fee expense calculated for the three and nine months ended September 30, 2019 and 2018.

Interest and fees on our borrowings totaled approximately $3.2 million and $2.1 million for the three months ended September 30, 2019 and 2018, respectively, and approximately $8.4 million and $7.2 million for the nine months ended September 30, 2019 and 2018, respectively. Interest and fee expense for the three and nine months ended September 30, 2019, as compared to the comparable periods in 2018, increased primarily due to a higher weighted average outstanding principal balance on borrowings.

Administration agreement and general and administrative expenses totaled approximately $1.4 million and $1.2 million for the three months ended September 30, 2019 and 2018, respectively, and approximately $3.7 million and $3.6 million for the nine months ended September 30, 2019 and 2018, respectively. Administration agreement and general and administrative expenses for the three and nine months ended September 30, 2019, as compared to the comparable periods for 2018, remained relatively flat.

Net Realized Gains and Losses and Net Unrealized Gains and Losses

Realized gains and losses are included as a component of net realized gains (losses) on investments in the consolidated statements of operations.

During the nine months ended September 30, 2019, the Company recognized net realized losses on investments of approximately $1.8 million, primarily as a result of the write-off of investments in one portfolio company. During the nine months ended September 30, 2018, the Company recognized net realized gains on investments of approximately $1.7 million, consisting of realized gains of $2.8 million, of which $1.7 million from warrant investments related to the acquisition of two portfolio companies and $1.1 million related to the sale of equity in one portfolio company, offset by realized losses of $0.9 million, primarily as a result of warrant and equity investments related to the acquisition of one portfolio company.

Unrealized gains and losses are included in net change in unrealized gains (losses) on investments in the consolidated statements of operations.

Net change in unrealized losses on investments during the three months ended September 30, 2019 was approximately $14.1 million, which primarily consisted of $15.5 million of unrealized depreciation on the investment portfolio related to fair value adjustments, partially offset by $1.4 million of reversal and recognition into realized gains of previously recorded unrealized appreciation. Net change in unrealized losses on investments during the three months ended September 30, 2018 was approximately $5,000, which primarily consisted of $1.5 million of unrealized depreciation on the investment portfolio related to fair value adjustments, offset by $1.5 million of reversal and recognition into realized gains of previously recorded unrealized appreciation.

Net change in realized and unrealized gains or losses in subsequent periods may be volatile as it depends on changes in the market, changes in the underlying performance of our portfolio companies and their respective industries, and other market factors.

Portfolio Yield and Total Return

Investment income includes interest income on our debt investments utilizing the effective yield method including cash interest income as well as the amortization of any purchase premium, accretion of purchase discount, original issue discount, facilities fees, and the amortization and payment of the end-of-term (“EOT”) payments. For the three and nine months ended September 30, 2019, interest income totaled approximately $15.4 million and $50.5 million, respectively, representing a weighted average annualized portfolio yield on debt investments for the period held of approximately 13.0% and 14.9%, respectively. For the three and nine months ended September 30, 2018, interest income totaled approximately $17.0 million and $45.0 million, respectively, representing a weighted average annualized portfolio yield on debt investments for the period held of approximately 19.3% and 16.8%, respectively.

We calculate weighted average annualized portfolio yields for periods shown as the annualized rates of the interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period. The weighted average yields reported for these periods are annualized and reflect the weighted average yields to maturities. Should the portfolio companies choose to repay their loans earlier, our weighted average yields will increase for those debt investments affected but may reduce our weighted average yields on the remaining portfolio in future quarters.

The yield on our portfolio, excluding the impact of prepayments, was approximately 12.8% and 13.2% for the three and nine months ended September 30, 2019, respectively. The yield on our portfolio, excluding the impact of prepayments, was approximately 14.0% and 13.8%, respectively, for the three and nine months ended September 30, 2018.

The following table provides the weighted average annualized portfolio yield on our portfolio comprising of cash interest income, accretion of the net purchase discount, facilities fees and the value of warrants received, accretion of EOT payments and the accelerated receipt of EOT payments on prepayments.

Returns on Net Asset Value and Total Assets	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
Portfolio Yield⁽¹⁾	2019			2018			2019			2018
Weighted average annualized portfolio yield on debt investments⁽²⁾		13.0	%		19.3	%		14.9	%		16.8	%
Coupon income		10.3	%		10.7	%		10.3	%		10.7	%
Accretion of discount		0.8	%		1.1	%		0.9	%		1.0	%
Accretion of end-of-term payments		1.8	%		2.2	%		2.0	%		2.1	%
Impact of prepayments during the period		0.2	%		5.3	%		1.8	%		3.0	%

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⁽¹⁾	The yields for periods shown are the annualized rates of interest income or the components of interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period.

⁽²⁾	The weighted average portfolio yields on debt investments reflected above do not represent actual investment returns to our stockholders.

Our weighted average annualized portfolio yield on debt investments may be higher than an investor’s yield on an investment in shares of our common stock. Our weighted average annualized portfolio yield on debt investments does not reflect operating expenses that may be incurred by us. In addition, our weighted average annualized portfolio yield on debt investments and total return figures disclosed above do not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of our common stock. Our weighted average annualized portfolio yield on debt investments and total return based on NAV do not represent actual investment returns to stockholders. Our weighted average annualized portfolio yield on debt investments and total return figures are subject to change and, in the future, may be greater or less than the rates set forth above. Total return based on NAV is the change in ending NAV per share plus distributions per share paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning NAV per share. Total return based on stock price is the change in the ending stock price of the Company’s common stock plus distributions paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning stock price of the Company’s common stock. The total return is for the period shown and is not annualized.

For the three and nine months ended September 30, 2019, our total return per period based on the change in NAV plus distributions reinvested as of the distribution date per share was (2.8)% and 7.7%, respectively, and our total return per period based on the change in stock price plus distributions reinvested as of the distribution date was 18.4% and 63.2%, respectively.

For the three and nine months ended September 30, 2018, our total return per period based on the change in NAV plus distributions reinvested as of the distribution date per share was 4.0% and 12.1%, respectively, and our total return per period based on the change in stock price plus distributions reinvested as of the distribution date was 12.5% and 17.1%, respectively.

The table below summarizes our return on average total assets and return on average NAV for the three and nine months ended September 30, 2019 and 2018.

Returns on Net Asset Value and Total Assets	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(dollars in thousands)	2019			2018			2019			2018
Net investment income	$	7,113		$	10,010		$	27,151		$	24,757
Net increase (decrease) in net assets		(8,812	)		10,909			26,118			27,247

Average net asset value⁽¹⁾		360,402			292,681			345,129			255,456
Average total assets ⁽¹⁾		560,099			410,505			518,513			401,979

Net investment income to average net asset value⁽²⁾		7.8	%		13.6	%		10.5	%		13.0	%
Net increase (decrease) in net assets to average net asset value ⁽²⁾		(9.7	)%		14.8	%		10.1	%		14.3	%

Net investment income to average total assets ⁽²⁾		5.0	%		9.7	%		7.0	%		8.2	%
Net increase (decrease) in net assets to average total assets ⁽²⁾		(6.2	)%		10.5	%		6.7	%		9.1	%

______________

⁽¹⁾	The average NAVs and the average total assets are computed based on daily balances. Total assets are gross assets before deducting total liabilities.

⁽²⁾	Percentage is presented on an annualized basis.

Critical Accounting Policies

The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Valuation of investments, income recognition, realized / unrealized gains or losses and U.S. federal income taxes are considered to be our critical accounting policies and estimates. These have been disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Polices” in our Annual Report on Form 10-K filed with the SEC on March 6, 2019 and under “Significant Accounting Policies” in the notes to consolidated financial statements included therein. Changes to the policies are disclosed in the notes to the consolidated financial statements in this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

During the nine months ended September 30, 2019, net cash used in operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was approximately $70.4 million and net cash provided by financing activities was approximately $121.1 million due to net borrowings under the Credit Facility of $147.8 million offset by approximately $25.2 million in distributions paid, as well as $1.5 million of costs incurred in connection with the amendment and renewal of the Credit Facility in May 2019 and August 2019, which are deferred and expensed over the term of the Credit Facility. As of September 30, 2019, cash on-hand, including restricted cash, totaled approximately $60.6 million.

During the nine months ended September 30, 2018, net cash used in operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was approximately $1.5 million and net cash provided by financing activities was approximately $5.6 million due to net proceeds from the issuance of common stock of $94.6 million, offset by repayments under the Credit Facility of $67.0 million, approximately $20.8 million in distributions paid and approximately $1.3 million of costs related to the Credit Facility, which are deferred and expensed over the term of the Credit Facility. As of September 30, 2018, cash on-hand, including restricted cash, totaled approximately $14.1 million.

Capital Resources

We have $300 million in total commitments available under the Credit Facility, subject to various covenants and borrowing base requirements. The Credit Facility also includes an accordion feature, which allows us to increase the size of the Credit Facility to up to $400 million. The revolving period under the Credit Facility expires on May 31, 2021 and the maturity date of the Credit Facility is November 31, 2022. See “Note 6. Borrowings” in the notes to consolidated financial statements for more information regarding the terms of the Credit Facility.

As of September 30, 2019 and December 31, 2018, we had outstanding borrowings of $170.8 million and $23.0 million, respectively, under our Credit Facility, which is included in the consolidated statements of assets and liabilities. We had $129.2 million of remaining capacity on our Credit Facility as of September 30, 2019.

On July 14, 2017, we completed a public offering of $65.0 million in aggregate principal amount of our newly issued 2022 Notes and received net proceeds of approximately $62.8 million after the payment of fees and offering costs. On July 24, 2017, as a result of the underwriters’ full exercise of their option to purchase additional 2022 Notes, we issued an additional $9.75 million in aggregate principal amount of the 2022 Notes and received net proceeds of approximately $9.5 million after the payment of fees and offering costs. The interest on the 2022 Notes is payable quarterly on January 15, April 15, July 15 and October 15, beginning October 15, 2017. As of September 30, 2019 and December 31, 2018, we have recorded in the consolidated statements of assets and liabilities our liability for the 2022 Notes, net of deferred issuance costs, of $73.3 million and $72.9 million, respectively. See “Note 6. Borrowings” in the notes to consolidated financial statements for more information regarding the 2022 Notes.

As a BDC, we generally have an ongoing need to raise additional capital for investment purposes. As a result, we expect, from time to time, to access the debt and equity markets when we believe it is necessary and appropriate to do so. In this regard, we continue to explore various options for obtaining additional debt or equity capital for investments. This may include expanding or extending the Credit Facility, or the issuance of additional shares of our common stock or debt securities. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted.

Contractual Obligations

The tables below provide a summary of when payments are due under our Credit Facility and the 2022 Notes as of September 30, 2019.

Payments Due By Period	As of September 30, 2019
(in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Credit Facility	$	170,776	$	—	$	170,776	$	—	$	—
2022 Notes		74,750		—		—		74,750		—
Total	$	245,526	$	—	$	170,776	$	74,750	$	—

Off-Balance Sheet Arrangements

Commitments

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of September 30, 2019 and December 31, 2018, our off-balance sheet arrangements consisted of approximately, $330.8 million and $294.3 million, respectively, of unfunded commitments, of which $70.3 million and $87.5 million, respectively, was dependent upon the portfolio companies reaching certain milestones before the debt commitment becomes available to them. Our credit agreements with our portfolio companies contain customary lending provisions that allow us relief from funding obligations for previously made commitments in instances where the underlying portfolio company experiences materially adverse events that affect the financial condition or business outlook for the portfolio company.

The table below provides our unfunded commitments by portfolio company as of September 30, 2019 and December 31, 2018.

Unfunded Commitments for Growth Capital Loans (unless otherwise noted)* (in thousands)	As of September 30, 2019		As of December 31, 2018
BlueVine Capital, Inc.	$	30,000	$	20,000
Capsule Corporation		10,000		10,000
Casper Sleep, Inc.		15,000		—
Clutter, Inc.		15,375		2,306
Curology, Inc.		15,000		—
FabFitFun, Inc.		10,000		10,000
Factual, Inc.		10,000		10,000
Fiverr International, Ltd.		—		30,000
Forgerock, Inc.		10,000		—
GoEuro Corp.		20,000		30,000
Grove Collaborative, Inc.		24,500		10,000
Hired, Inc.		—		10,000
Homelight, Inc.		8,000		10,000
Imperfect Foods, Inc.		10,000		—
Moda Operandi, Inc.		25,000		—
Nurx Inc.		25,000		—
OneSource Virtual		10,000		10,000
Outdoor Voices, Inc.		5,000		—
Passport Labs, Inc.		—		6,000
Prodigy Finance Limited		1,600		2,000
Qubole, Inc.		15,000		15,000
Quip NYC, Inc.		—		25,000
Sonder USA, Inc.		3,333		5,000
Stance, Inc.		13,000		13,000
Tangible Play, Inc.		—		6,000
Toast, Inc.		35,000		60,000
Transfix, Inc.		20,000		—
WorldRemit Limited		—		10,000
Total	$	330,808	$	294,306

_______________

*	Does not include backlog of potential future commitments.

Distributions

We have elected to be treated, and intend to qualify annually, as a RIC under the Code, beginning with our taxable year ended December 31, 2014. To obtain and maintain RIC tax treatment, we must distribute at least 90% of our net ordinary income and net realized short-term capital gains in excess of our net realized long-term capital losses, if any, to our stockholders. In order to avoid a non-deductible 4% U.S. federal excise tax on certain of our undistributed income, we would need to distribute during each calendar year an amount at least equal to the sum of: (a) 98% of our ordinary income (not taking into account any capital gains or losses) for such calendar year; (b) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and (c) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. For the tax years ended December 31, 2017 and 2018, we were subject to a 4% U.S. federal excise tax and we may be subject to this tax in future years. In such cases, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

To the extent our taxable earnings fall below the total amount of our distributions for the year, a portion of those distributions may be deemed a return of capital to our stockholders. Our Adviser monitors available taxable earnings, including net investment income and realized capital gains, to determine if a return of capital may occur for the year. The tax character of distributions will be determined at the end of the taxable year. Stockholders should read any written disclosure accompanying a dividend payment carefully and should not assume that the source of any distribution is our taxable ordinary income or capital gains. The specific tax characteristics of our distributions will be reported to stockholders after the end of the taxable year.

The following table summarizes our cash distributions per share that have been authorized by our Board since our initial public offering to September 30, 2019. From March 5, 2014 (commencement of operations) to December 31, 2015, these distributions represent ordinary income as our earnings exceed distributions. Approximately $1.20 per share of the distributions during the year ended December 31, 2016 represented a return of capital.

Period Ended	Date Announced	Record Date	Payment Date	Per Share Amount
March 31, 2014	April 3, 2014	April 15, 2014	April 30, 2014	$	0.09	⁽¹⁾
June 30, 2014	May 13, 2014	May 30, 2014	June 17, 2014		0.30
September 30, 2014	August 11, 2014	August 29, 2014	September 16, 2014		0.32
December 31, 2014	October 27, 2014	November 28, 2014	December 16, 2014		0.36
December 31, 2014	December 3, 2014	December 22, 2014	December 31, 2014		0.15	⁽²⁾
March 31, 2015	March 16, 2015	March 26, 2015	April 16, 2015		0.36
June 30, 2015	May 6, 2015	May 29, 2015	June 16, 2015		0.36
September 30, 2015	August 11, 2015	August 31, 2015	September 16, 2015		0.36
December 31, 2015	November 10, 2015	November 30, 2015	December 16, 2015		0.36
March 31, 2016	March 14, 2016	March 31, 2016	April 15, 2016		0.36
June 30, 2016	May 9, 2016	May 31, 2016	June 16, 2016		0.36
September 30, 2016	August 8, 2016	August 31, 2016	September 16, 2016		0.36
December 31, 2016	November 7, 2016	November 30, 2016	December 16, 2016		0.36
March 31, 2017	March 13, 2017	March 31, 2017	April 17, 2017		0.36
June 30, 2017	May 9, 2017	May 31, 2017	June 16, 2017		0.36
September 30, 2017	August 8, 2017	August 31, 2017	September 15, 2017		0.36
December 31, 2017	November 6, 2017	November 17, 2017	December 1, 2017		0.36
March 31, 2018	March 12, 2018	March 23, 2018	April 6, 2018		0.36
June 30, 2018	May 2, 2018	May 31, 2018	June 15, 2018		0.36
September 30, 2018	August 1, 2018	August 31, 2018	September 14, 2018		0.36
December 31, 2018	October 31, 2018	November 30, 2018	December 14, 2018		0.36
December 31, 2018	December 6, 2018	December 20, 2018	December 28, 2018		0.10	⁽²⁾
March 31, 2019	March 1, 2019	March 20, 2019	March 29, 2019		0.36
June 30, 2019	May 1, 2019	May 31, 2019	June 14, 2019		0.36
September 30, 2019	July 31, 2019	August 30, 2019	September 16, 2019		0.36
Total cash distributions				$	8.16

_______________

⁽¹⁾	The amount of this initial distribution reflected a quarterly dividend rate of $0.30 per share, prorated for the 27 days for the period from the pricing of the Company’s initial public offering on March 5, 2014 through March 31, 2014.

⁽²⁾	Represents a special distribution.

For the three and nine months ended September 30, 2019 and for the year ended December 31, 2018, distributions paid were comprised of interest-sourced distributions (qualified interest income) in amounts equal to 100.0% of total distributions paid, respectively.

Recent Developments

Dividends

On October 30 2019, our Board declared a $0.36 per share regular quarterly dividend, payable on December 16, 2019 to stockholders of record on November 29, 2019.

Recent Portfolio Activity

From October 1, 2019 through November 6, 2019, we funded $94.3 million of additional debt commitments and closed $61.3 million in new investments. TPC’s direct originations platform entered into $43.3 million of additional non-binding signed term sheets with venture growth stage companies, subject to due diligence, definitive documentation and investment committee approval, as well as compliance with TPC’s allocation policy.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings and in the relative values of our portfolio that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a change in market interest rates will not have a material adverse effect on our net investment income.

Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including LIBOR and Prime rates, to the extent that any debt investments include floating interest rates. Debt investments are made with either floating rates that are subject to contractual minimum interest rates for the term of the investment or fixed interest rates.

As of September 30, 2019, a majority of the debt investments (approximately 69.4% and approximately $345.4 million in principal balance) in our portfolio bore interest at floating rates, all of which have interest rate floors and some of them have interest rate caps for a limited period. Almost all of our unfunded commitments float with changes in the Prime rate from the date we enter into the commitment to the date of the actual draw. In addition, our interest expense will be affected by changes in the published LIBOR rate in connection with our Credit Facility; however, our 2022 Notes bears interest at a fixed rate. As of September 30, 2019, our floating rate borrowings totaled $170.8 million, which comprised only 70.0% of our outstanding debt, so an increase in interest rates would generally benefit us as we would expect to generate additional interest income in excess of the additional interest expense; however, a decrease in interest rates would generally decrease our net investment income because our interest income would decrease, while the interest expenses associated with the portion of our borrowings represented by the 2022 Notes would generally remain the same. This is illustrated in the following table which shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure from the September 30, 2019 consolidated statement of assets and liabilities.

Change in Interest Rates (in thousands)	Increase (Decrease) in Interest Income			(Increase) Decrease in Interest Expense			Net Increase (Decrease) in Net Investment Income
Up 300 basis points	$	9,689,412		$	(5,194,431	)	$	4,494,980
Up 200 basis points	$	6,283,303		$	(3,462,954	)	$	2,820,348
Up 100 basis points	$	2,877,194		$	(1,731,477	)	$	1,145,716
Up 50 basis points	$	1,174,139		$	(865,739	)	$	308,401
Down 50 basis points	$	(571,539	)	$	865,739		$	294,199
Down 100 basis points	$	(867,615	)	$	1,731,477		$	863,862
Down 200 basis points	$	(872,685	)	$	3,462,954		$	2,590,270
Down 300 basis points	$	(872,685	)	$	3,510,570		$	2,637,885

This analysis is indicative of the potential impact on our investment income as of September 30, 2019, assuming an immediate and sustained change in interest rates as noted. It should be noted that we anticipate growth in our portfolio funded in part with additional borrowings and such additional borrowings, all else being equal, will increase our investment income sensitivity to interest rates, and such changes could be material. In addition, this analysis does not adjust for potential changes in our portfolio or our borrowing facilities nor does it take into account any changes in the credit performance of our loans that might occur should interest rates change.

Since it is our intention to hold loans to maturity, the fluctuating relative value of these loans that may occur due to changes in interest rate may have an impact on unrealized gains and losses during quarterly reporting periods. Based on our assessment of the interest rate risk, as of September 30, 2019, we had no hedging transactions in place as we deemed the risk acceptable and we did not believe it was necessary to mitigate this risk at that time.

While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments. In addition, there can be no assurance that we will be able to effectively hedge our interest rate risk.

Substantially all of our assets and liabilities are financial in nature. As a result, changes in interest rates and other factors drive our performance more directly than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates.

Item 4. Controls and Procedures


(a)	Evaluation of Disclosure Controls and Procedures

As of September 30, 2019 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b)Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which we, our subsidiaries, our Adviser or our Administrator is a party, or to which any of our or their respective property is subject, and, to our knowledge, there are no material legal proceedings threatened against us, our subsidiaries, our Adviser or our Administrator. From time to time, we, our subsidiaries, our Adviser and/or our Administrator may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

There have been no material changes during the three months ended September 30, 2019 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018.

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

Dividend Reinvestment Plan

During the three months ended September 30, 2019, we issued 35,407 shares of common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements under the Securities Act of 1933, as amended. The cash paid for shares of common stock issued under our dividend reinvestment plan during the three months ended September 30, 2019 was approximately $0.6 million.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Exhibit Number		Description of Document

3.1		Articles of Amendment and Restatement ⁽¹⁾
3.2		Amended and Restated Bylaws ⁽²⁾

4.1		Specimen Stock Certificate ⁽³⁾

10.1		Tenth Amendment to Receivables Financing Agreement, dated August 27, 2019 ⁽⁴⁾

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended ^(*)

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended ^(*)

32.1		Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 ^(*)

32.2		Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 ^(*)

⁽¹⁾	Incorporated by reference to Exhibit (a) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

⁽²⁾	Incorporated by reference to Exhibit (b) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

⁽³⁾	Incorporated by reference to Exhibit (d) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

⁽⁴⁾	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01044) filed on August 28, 2019.

^(*)	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	TRIPLEPOINT VENTURE GROWTH BDC CORP.

Date: November 6, 2019	By:	/s/ James P. Labe
		James P. Labe, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Date: November 6, 2019	By:	/s/ Christopher M. Mathieu
		Christopher M. Mathieu, Chief Financial Officer (Principal Financial and Accounting Officer)

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TriplePoint Venture Growth BDC (TPVG) 10-Q2019 Q3 Quarterly report

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