Bain Capital Specialty Finance (BCSF) 10-Q 2019 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2019

OR

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

Commission file number: 814-01175

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-2878769
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
200 Clarendon Street, 37th Floor Boston, MA (Address of principal executive offices)	02116 (Zip Code)

(617) 516-2000

(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, par value $0.001 per share	BCSF	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 x No o

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 o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 o	Accelerated filer o
Non-accelerated filer x	Smaller reporting companyo
	Emerging growth company x

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.x

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

As of August 7, 2019, the registrant had 51,649,812.27 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	4
Item 1.	Consolidated Financial Statements	4
	Consolidated Statements of Assets and Liabilities as of June 30, 2019 (unaudited) and December 31, 2018	4
	Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 (unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2019 and 2018 (unaudited)	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 (unaudited)	7
	Consolidated Schedules of Investments as of June 30, 2019 (unaudited) and December 31, 2018	8
	Notes to Consolidated Financial Statements (unaudited)	16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	78
Item 4.	Controls and Procedures	79
PART II	OTHER INFORMATION	80
Item 1.	Legal Proceedings	80
Item 1A.	Risk Factors	80
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 3.	Defaults Upon Senior Securities	80
Item 4.	Mine Safety Disclosures	80
Item 5.	Other Information	80
Item 6.	Exhibits	81
Signatures		83

2

FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. 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 are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2018 and in our filings with the Securities and Exchange Commission (the “SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.

3

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

	As of			As of
	June 30, 2019			December 31, 2018
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $2,372,619 and $1,449,749, respectively)	$	2,360,349		$	1,422,837
Controlled affiliate investment (amortized cost of $57,630 and $296,648, respectively)	60,346			298,249
Non-controlled/affiliate investment (amortized cost of $6,720 and $6,720, respectively)	6,720			6,720
Cash and cash equivalents	100,358			14,693
Foreign cash (cost of $545 and $589, respectively)	599			591
Restricted Cash	27,946			17,987
Collateral on forward currency exchange contracts	1,984			4
Deferred financing costs	3,868			4,018
Interest receivable on investments	13,529			6,249
Prepaid insurance	—			1
Receivable for sales and paydowns of investments	12,016			1,634
Other assets	1,484			—
Unrealized appreciation on forward currency exchange contracts	331			9,322
Dividend receivable	292			8,709
Total Assets	$	2,589,822		$	1,791,014
Liabilities
Revolving credit facilities	$	1,141,351		$	271,265
2018-1 Notes (net of unamortized debt issuance costs of $1,955 and $2,040, respectively)	363,745			363,660
Offering costs payable	1,731			1,820
Interest payable	10,893			4,835
Payable for investments purchased	15,241			119,166
Unrealized depreciation on forward currency exchange contracts	158			—
Base management fee payable	6,366			2,950
Incentive fee payable	4,490			3,300
Accounts payable and accrued expenses	3,469			1,281
Distributions payable	21,176			21,108
Total Liabilities	1,568,620			789,385
Commitments and Contingencies (See Note 10)
Net Assets
Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of June 30, 2019 and December 31, 2018, respectively	$	—		$	—
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 51,649,812 and 51,482,137 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively	52			51
Paid in capital in excess of par value	1,037,577			1,034,255
Total distributable earnings (loss)	(16,427		)	(32,677		)
Total Net Assets	1,021,202			1,001,629
Total Liabilities and Total Net assets	$	2,589,822		$	1,791,014
Net asset value per share	$	19.77		$	19.46

See Notes to Consolidated Financial Statements

4

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2019			2018			2019			2018
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments	$	44,938		$	15,821		$	75,326		$	28,436
Dividend income	—			—			16			—
Other income	369			94			391			208
Total investment income from non-controlled/non-affiliate investments	45,307			15,915			75,733			28,644
Investment income from controlled affiliate investments:
Interest from investments	135			77			242			99
Dividend income	5,152			5,433			14,510			10,141
Other income	4			—			4			—
Total investment income from controlled affiliate investments	5,291			5,510			14,756			10,240
Total investment income	50,598			21,425			90,489			38,884
Expenses
Interest and debt financing expenses	16,619			5,325			27,165			9,614
Base management fee	7,983			3,756			14,734			7,004
Incentive fee	4,490			911			8,575			2,916
Professional fees	275			316			826			840
Directors fees	106			67			211			135
Other general and administrative expenses	1,587			450			2,430			624
Total expenses before fee waivers	31,060			10,825			53,941			21,133
Base management fee waiver	(1,617		)	(1,878		)	(3,867		)	(3,502		)
Incentive fee waiver	—			(1,004		)	(1,982		)	(1,004		)
Total expenses, net of fee waivers	29,443			7,943			48,092			16,627
Net investment income	21,155			13,482			42,397			22,257
Net realized and unrealized gains (losses)
Net realized loss on non-controlled/non-affiliate investments	(571		)	(2,104		)	(1,421		)	(1,846		)
Net realized gain on controlled affiliate investments	265			—			265			—
Net realized loss on foreign currency transactions	(318		)	(544		)	(312		)	(265		)
Net realized gain (loss) on forward currency exchange contracts	7,063			444			10,696			(2,873		)
Net change in unrealized appreciation (depreciation) on foreign currency translation	499			(8		)	300			(26		)
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts	(5,866		)	6,653			(9,149		)	7,594
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments	275			(11,896		)	14,642			(9,320		)
Net change in unrealized appreciation (depreciation) on controlled affiliate investments	(3,280		)	140			1,116			2,005
Total net gains (losses)	(1,933		)	(7,315		)	16,137			(4,731		)
Net increase in net assets resulting from operations	$	19,222		$	6,167		$	58,534		$	17,526
Per Common Share Data
Basic and diluted net investment income per common share	$	0.41		$	0.38		$	0.82		$	0.69
Basic and diluted increase in net assets resulting from operations per common share	$	0.37		$	0.17		$	1.14		$	0.54
Basic and diluted weighted average common shares outstanding	51,629,544			35,379,436			51,556,248			32,273,765

See Notes to Consolidated Financial Statements

5

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2019			2018			2019			2018
Operations:
Net investment income	$	21,155		$	13,482		$	42,397		$	22,257
Net realized gain (loss)	6,439			(2,204		)	9,228			(4,984		)
Net change in unrealized appreciation (depreciation)	(8,372		)	(5,111		)	6,909			253
Net increase in net assets resulting from operations	19,222			6,167			58,534			17,526
Stockholder distributions:
Distributions from net investment income	(21,176		)	(13,484		)	(42,283		)	(24,094		)
Net decrease in net assets resulting from stockholder distributions	(21,176		)	(13,484		)	(42,283		)	(24,094		)
Capital share transactions:
Issuance of common stock, net	—			125,548			—			250,975
Reinvestment of stockholder distributions	3,322			1,856			3,322			3,186
Net increase in net assets resulting from capital share transactions	3,322			127,404			3,322			254,161
Total increase in net assets	1,368			120,087			19,573			247,593
Net assets at beginning of period	1,019,834			634,469			1,001,629			506,963
Net assets at end of period	$	1,021,202		$	754,556		$	1,021,202		$	754,556
Net asset value per common share	$	19.77		$	20.14		$	19.77		$	20.14
Common stock outstanding at end of period	51,649,812			37,456,468			51,649,812			37,456,468

See Notes to Consolidated Financial Statements

6

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(Unaudited)

	For the Six Months Ended June 30,
	2019			2018
Cash flows from operating activities
Net increase in net assets resulting from operations	$	58,534		$	17,526
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases of investments	(782,161		)	(375,022		)
Proceeds from principal payments and sales of investments	562,549			126,574
Net realized loss from investments	1,156			1,846
Net realized loss on foreign currency transactions	312			265
Net change in unrealized (appreciation) depreciation on forward currency exchange contracts	9,149			(7,594		)
Net change in unrealized appreciation on investments	(15,758		)	7,316
Net change in unrealized depreciation on foreign currency translation	(300		)	26
Increase in investments due to PIK	(194		)	—
Accretion of discounts and amortization of premiums	(1,697		)	(710		)
Amortization of deferred financing costs and debt issuance costs	644			711
Changes in operating assets and liabilities:
Collateral on forward currency exchange contracts	(1,980		)	3,602
Interest receivable on investments	(7,280		)	(1,048		)
Prepaid insurance	1			89
Distribution receivable	—			(305		)
Dividend receivable	8,417			(5,391		)
Other receivable	(1,484		)	—
Interest payable	6,058			175
Base management fee payable	3,416			634
Incentive fee payable	1,190			295
Accounts payable and accrued expenses	2,188			22
Excise tax payable	—			(5		)
Net cash used in operating activities	(157,240		)	(230,994		)
Cash flows from financing activities
Borrowings on revolving credit facilities	626,091			144,000
Repayments on revolving credit facilities	(333,300		)	(148,481		)
Payments of financing costs	(409		)	—
Payments of offering costs	(89		)	—
Proceeds from issuance of common stock	—			250,975
Stockholder distributions paid	(38,894		)	(15,166		)
Net cash provided by financing activities	253,399			231,328
Net increase in cash, foreign cash, restricted cash and cash equivalents	96,159			334
Effect of foreign currency exchange rates	(527		)	(262		)
Cash, foreign cash, restricted cash and cash equivalents, beginning of period	33,271			140,918
Cash, foreign cash, restricted cash and cash equivalents, end of period	$	128,903		$	140,990
Supplemental disclosure of cash flow information:
Cash interest paid during the period	$	20,463		$	8,728
Cash paid for excise taxes during the period	$	—		$	5
Supplemental disclosure of non-cash information:
Reinvestment of stockholder distributions	$	3,322		$	3,186
Net distribution to the Company from ABCS JV	$	346,329		$	—

	As of June 30,
	2019		2018
Cash	$	100,358	$	125,786
Restricted cash	27,946		—
Foreign cash	599		15,204
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows	$	128,903	$	140,990

See Notes to Consolidated Financial Statements

7

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of June 30, 2019

(In thousands)

(Unaudited)

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index (1)	Interest Rate		Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
	Aerospace & Defense	Forming & Machining Industries Inc. (18) (19) (21)	Second Lien Senior Secured Loan	L+ 8.25%	10.58	%	10/9/2026	$	6,540	6,478			6,278
		Forming & Machining Industries Inc. (12) (18) (19) (26)	First Lien Senior Secured Loan	L+ 4.25%	6.58	%	10/9/2025	$	14,863	14,794			14,491
		MRO Holdings, Inc. (6) (18) (26)	First Lien Senior Secured Loan	L+ 5.00%	7.48	%	6/4/2026	$	3,251	3,235			3,247
		Novetta, LLC (12) (15) (21)	First Lien Senior Secured Loan	L+ 5.00%	7.41	%	10/17/2022	$	6,616	6,519			6,519
		Salient CRGT, Inc. (12) (15) (26)	First Lien Senior Secured Loan	L+ 6.00%	8.40	%	2/28/2022	$	12,905	12,957			12,389
		TCFI Aevex LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 6.25%	8.58	%	5/13/2025	$	415	353			366
		TCFI Aevex LLC (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 6.25%	8.66	%	5/13/2025	$	38,708	38,011			38,031
		TECT Power Holdings, LLC (15) (19) (21)	Second Lien Senior Secured Loan	L+ 8.50%	10.90	%	12/27/2021	$	14,758	14,576			14,759
		WCI-HSG HOLDCO, LLC (14) (19) (25)	Preferred equity	—	—		—	$	675	675			732
		WCI-HSG Purchaser, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.50%	6.90	%	2/24/2025	$	672	634			631
		WCI-HSG Purchaser, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	6.90	%	2/24/2025	$	17,868	17,619			17,600
		WP CPP Holdings, LLC. (12) (15) (21) (26)	Second Lien Senior Secured Loan	L+ 7.75%	10.34	%	4/30/2026	$	11,724	11,616			11,709
								Aerospace & Defense Total		$	127,467		$	126,752		12.4	%
	Automotive	CST Buyer Company (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/1/2023	$	—	(8		)	—
		CST Buyer Company (12) (15) (19)	First Lien Senior Secured Loan	L+ 5.00%	7.40	%	3/1/2023	$	9,162	9,066			9,162
		OEConnection LLC (12) (15) (19) (26)	First Lien Senior Secured Loan	L+ 4.00%	6.41	%	11/22/2024	$	11,120	11,067			11,037
		OEConnection LLC (15) (19) (21)	Second Lien Senior Secured Loan	L+ 8.00%	10.41	%	11/24/2025	$	6,313	6,273			6,250
								Automotive Total		$	26,398		$	26,449		2.6	%
	Banking	Transaction Network Services, Inc. (12) (15) (21) (26)	First Lien Senior Secured Loan	L+ 4.00%	6.59	%	8/15/2022	$	18,375	18,158			18,168
								Banking Total		$	18,158		$	18,168		1.8	%
	Beverage, Food & Tobacco	Hearthside Food Solutions, LLC	Corporate Bond	—	8.50	%	6/1/2026	$	10,000	9,804			8,925
		NPC International, Inc. (12) (15) (21)	Second Lien Senior Secured Loan	L+ 7.50%	9.94	%	4/18/2025	$	9,159	9,187			5,644
		NPC International, Inc. (15) (26)	First Lien Senior Secured Loan	L+ 3.50%	5.94	%	4/19/2024	$	4,975	5,005			4,036
								Beverage, Food & Tobacco Total		$	23,996		$	18,605		1.8	%
	Capital Equipment	Dorner Manufacturing Corp. (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/15/2022	$	—	(15		)	—
		Dorner Manufacturing Corp. (12) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	8.15	%	3/15/2023	$	7,911	7,768			7,911
		DXP Enterprises, Inc. (6) (15) (19) (26)	First Lien Senior Secured Loan	L+ 4.75%	7.15	%	8/29/2023	$	5,152	5,112			5,165
		EXC Holdings III Corp. (12) (15) (21) (26)	Second Lien Senior Secured Loan	L+ 7.50%	10.10	%	12/1/2025	$	8,240	8,254			8,268
		FCG Acquisitions, Inc. (14) (19) (25)	Preferred equity	—	—		—	$	4	4,251			4,416
		FFI Holdings I Corp (2) (3) (5) (15) (19) (34)	First Lien Senior Secured Loan - Delayed Draw	—	—		1/24/2025	$	—	(106		)	(81		)
		FFI Holdings I Corp (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.75%	8.19	%	1/24/2025	$	2,555	2,480			2,501
		FFI Holdings I Corp (7) (12) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	8.29	%	1/24/2025	$	61,273	60,645			60,661
		Tidel Engineering, L.P. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/1/2023	$	—	—			—
		Tidel Engineering, L.P. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.25%	8.58	%	3/1/2024	$	38,302	38,302			38,302
		Velvet Acquisition B.V. (6) (18) (19) (21)	Second Lien Senior Secured Loan	EURIBOR+ 8.00%	8.00	%	4/17/2026	€	6,013	7,321			6,839
								Capital Equipment Total		$	134,012		$	133,982		13.1	%
	Chemicals, Plastics & Rubber	AP Plastics Group, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		8/2/2021	$	—	—			—
		AP Plastics Group, LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.25%	7.69	%	8/1/2022	$	21,237	20,882			21,025
		Niacet b.v. (6) (15) (19) (21)	First Lien Senior Secured Loan	EURIBOR+ 4.50%	5.50	%	2/1/2024	€	3,691	3,953			4,187
		Niacet Corporation (12) (15) (19)	First Lien Senior Secured Loan	L+ 4.50%	6.90	%	2/1/2024	$	2,123	2,107			2,118
		Plaskolite, Inc. (15) (26)	First Lien Senior Secured Loan	L+ 4.25%	6.64	%	12/15/2025	$	8,978	8,808			8,922
		PRCC Holdings, Inc. (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	P+ 5.50%	11.00	%	2/1/2021	$	5,286	5,286			5,286
		PRCC Holdings, Inc. (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	P+ 5.50%	11.00	%	2/1/2021	$	32,846	32,846			32,846
		PRCC Holdings, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		2/1/2021	$	—	—			—
								Chemicals, Plastics & Rubber Total		$	73,882		$	74,384		7.3	%
	Construction & Building	Chase Industries, Inc. (3) (15) (19) (21)	First Lien Senior Secured Loan - Delayed Draw	L+ 4.00%	6.54	%	5/12/2025	$	1,124	1,108			1,105
		Chase Industries, Inc. (12) (15) (19) (21) (27)	First Lien Senior Secured Loan	L+ 4.00%	6.34	%	5/12/2025	$	11,891	11,840			11,832
		Crown Subsea (12) (18) (26)	First Lien Senior Secured Loan	L+ 6.00%	8.44	%	11/3/2025	$	13,065	12,882			13,016
		PP Ultimate Holdings B, LLC (14) (19) (25)	Equity Interest	—	—		—	$	1	1,351			1,414
		Profile Products LLC (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		12/20/2024	$	—	(70		)	(77		)
		Profile Products LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	8.14	%	12/20/2024	$	35,179	34,486			34,475
		Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	2,051	2,235			2,333
		Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	665	755			756
		Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	6,226	6,693			7,081
								Construction & Building Total		$	71,280		$	71,935		7.0	%
	Consumer Goods: Durable	Home Franchise Concepts, Inc. (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		7/9/2024	$	—	(15		)	—
		Home Franchise Concepts, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.00%	7.40	%	7/9/2024	$	37,234	37,234			37,234
		New Milani Group LLC (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.25%	6.69	%	6/6/2024	$	17,230	17,083			16,885
		Stanton Carpet Corp. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		11/21/2022	$	—	—			—
		Stanton Carpet Corp. (7) (15) (19) (33)	First Lien Senior Secured Loan	L+ 5.50%	7.96	%	11/21/2022	$	23,490	23,490			23,490
								Consumer Goods: Durable Total		$	77,792		$	77,609		7.6	%
	Consumer Goods: Non-Durable	FineLine Technologies, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.25%	6.83	%	11/4/2022	$	197	169			183
		FineLine Technologies, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.25%	6.56	%	11/4/2022	$	31,544	31,349			31,386
		Kronos Acquisition Holdings Inc. (18) (19) (21)	First Lien Senior Secured Loan	L+ 7.00%	9.40	%	5/15/2023	$	2,660	2,614			2,653
		Kronos Acquisition Holdings Inc.	Corporate Bond	—	9.00	%	8/15/2023	$	10,000	9,411			8,850
		Kronos Acquisition Holdings Inc. (12) (15) (26)	First Lien Senior Secured Loan	L+ 4.00%	6.40	%	5/15/2023	$	13,181	13,139			12,465
		MND Holdings III Corp (15) (21) (26)	First Lien Senior Secured Loan	L+ 3.50%	5.83	%	6/19/2024	$	11,702	11,730			11,563
		RoC Opco LLC (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		2/25/2025	$	—	(193		)	(205		)
		RoC Opco LLC (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 7.25%	9.58	%	2/25/2025	$	40,793	39,836			39,977
		Solaray, LLC (3) (7) (15) (19) (31)	First Lien Senior Secured Loan - Delayed Draw	L+ 6.00%	8.38	%	9/11/2023	$	13,361	13,361			13,435
		Solaray, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.50%	7.04	%	9/9/2022	$	9,067	9,013			9,067
		Solaray, LLC (7) (15) (19) (32)	First Lien Senior Secured Loan	L+ 6.00%	8.53	%	9/11/2023	$	42,940	42,940			43,155
		WU Holdco, Inc. (2) (3) (5) (15) (19) (34)	First Lien Senior Secured Loan - Delayed Draw	—	—		3/26/2026	$	—	(58		)	(113		)
		WU Holdco, Inc. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/26/2025	$	—	(61		)	(79		)
		WU Holdco, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.50%	7.83	%	3/26/2026	$	39,905	39,074			39,108
								Consumer Goods: Non-Durable Total		$	212,324		$	211,445		20.7	%

8

Containers, Packaging & Glass	Terminator Bidco AS (6) (18) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	6.92	%	6/20/2022	$	15,100		14,841			15,100
							Containers, Packaging & Glass Total			$	14,841		$	15,100		1.5	%
Energy: Electricity	Infinite Electronics International Inc. (12) (18) (19) (21) (30)	First Lien Senior Secured Loan	L+ 4.00%	6.34	%	7/2/2025	$	19,853		19,839			19,753
	Infinite Electronics International Inc. (18) (19) (21)	Second Lien Senior Secured Loan	L+ 8.00%	10.33	%	7/2/2026	$	2,480		2,431			2,480
							Energy: Electricity Total			$	22,270		$	22,233		2.2	%
Energy: Oil & Gas	Amspec Services, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 3.75%	9.25	%	7/2/2024	$	5,023		4,964			5,023
	Amspec Services, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	8.08	%	7/2/2024	$	40,073		39,640			39,672
	Blackbrush Oil & Gas, L.P. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 8.00%	10.46	%	2/9/2024	$	32,075		31,553			31,754
							Energy: Oil & Gas Total			$	76,157		$	76,449		7.5	%
Environmental Industries	Adler & Allan Group Limited (6) (17) (19) (21) (22)	First Lien Last Out	GBP LIBOR+ 8.25% (2% PIK)	11.05	%	9/30/2022	£	13,192		16,685			16,749
							Environmental Industries Total			$	16,685		$	16,749		1.6	%
FIRE: Insurance	Ivy Finco Limited (2) (3) (5) (6) (18) (19)	First Lien Senior Secured Loan	—	—		5/19/2025	£	—		(245		)	(247		)
	Ivy Finco Limited (6) (18) (19) (21)	First Lien Senior Secured Loan	GBP LIBOR+ 5.25%	5.97	%	5/19/2025	£	7,217		8,923			8,911
	Margaux Acquisition Inc. (3) (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 6.00%	8.59	%	12/19/2024	$	2,197		2,015			2,080
	Margaux Acquisition, Inc. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		12/19/2024	$	—		(53		)	(36		)
	Margaux Acquisition Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.00%	8.59	%	12/19/2024	$	29,062		28,492			28,699
	Margaux UK Finance Limited (2) (3) (5) (6) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		12/19/2024	£	—		(12		)	(2		)
	Margaux UK Finance Limited (6) (7) (15) (19)	First Lien Senior Secured Loan	GBP LIBOR+ 6.00%	7.00	%	12/19/2024	£	7,745		9,903			9,808
	Wink Holdco, Inc. (15) (26)	Second Lien Senior Secured Loan	L+ 6.75%	9.16	%	12/1/2025	$	3,409		3,404			3,439
	Wink Holdco, Inc. (15) (21)	First Lien Senior Secured Loan	L+ 3.00%	5.40	%	12/2/2024	$	6,758		6,729			6,626
							FIRE: Insurance Total			$	59,156		$	59,278		5.8	%
FIRE: Real Estate	Spectre (Carrisbrook House) Limited (6) (15) (19)	First Lien Senior Secured Loan	EURIBOR+ 7.50%	8.50	%	8/9/2021	€	9,300		10,756			10,577
							FIRE: Real Estate Total			$	10,756		$	10,577		1.0	%
Forest Products & Paper	Solenis International LLC (18) (21)	Second Lien Senior Secured Loan	L+ 8.50%	11.02	%	6/26/2026	$	10,601		10,288			10,450
	Solenis International LLC (12) (18) (26)	First Lien Senior Secured Loan	L+ 4.25%	6.77	%	6/26/2025	$	13,281		13,224			13,141
							Forest Products & Paper Total			$	23,512		$	23,591		2.3	%
Healthcare & Pharmaceuticals	Clinical Innovations, LLC (3) (15) (19) (22) (23)	First Lien Last Out - Revolver	L+ 5.50%	8.67	%	10/17/2022	$	432		415			432
	Clinical Innovations, LLC (12) (15) (19) (21) (22)	First Lien Last Out	L+ 5.50%	7.90	%	10/17/2023	$	10,972		10,782			11,000
	CB Titan Holdings, Inc. (14) (19) (25)	Preferred equity	—	—		—	$	1,953		1,953			2,480
	CPS Group Holdings, Inc. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/3/2025	$	—		(70		)	(49		)
	CPS Group Holdings, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.50%	8.09	%	3/3/2025	$	56,186		55,632			55,624
	Datix Bidco Limited (2) (3) (5) (6) (18) (19)	First Lien Senior Secured Loan - Revolver	—	—		10/28/2024	£	—		(23		)	(9		)
	Datix Bidco Limited (6) (18) (19) (21)	Second Lien Senior Secured Loan	GBP LIBOR+ 7.75%	8.69	%	4/27/2026	£	12,134		16,293			15,405
	Datix Bidco Limited (6) (18) (19) (21)	First Lien Senior Secured Loan	BBSW+ 4.50%	6.11	%	4/28/2025	AUD		4,212	3,201			2,934
	Golden State Buyer, Inc. (18) (19) (21) (26)	First Lien Senior Secured Loan	L+ 4.75%	7.13	%	6/19/2026	$	15,306		15,153			15,230
	Great Expressions Dental Centers PC (3) (13) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.75% (0.5% PIK)	8.14	%	9/28/2022	$	440		431			423
	Great Expressions Dental Centers PC (12) (15) (19)	First Lien Senior Secured Loan	L+ 5.25%	7.45	%	9/28/2023	$	7,590		7,513			7,476
	Island Medical Management
	Holdings, LLC (15) (19) (21)	First Lien Senior Secured Loan	L+ 6.50%	8.90	%	9/1/2022	$	9,214		9,120			8,385
	Medical Depot Holdings, Inc. (12) (15) (21)	First Lien Senior Secured Loan	L+ 5.50%	7.83	%	1/3/2023	$	16,109		14,683			11,276
	Mendel Bidco, Inc. (18) (19) (21)	First Lien Senior Secured Loan	EURIBOR+ 4.50%	4.50	%	6/17/2027	€	10,033		11,119			11,126
	Mendel Bidco, Inc. (18) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	6.81	%	6/17/2027	$	19,966		19,468			19,467
	Mertus 522. GmbH (2) (3) (5) (6) (18) (19)	First Lien Senior Secured Loan - Delayed Draw	—	—		5/15/2026	€	—		(400		)	(411		)
	Mertus 522. GmbH (6) (18) (19) (21)	First Lien Senior Secured Loan	EURIBOR+ 5.75%	5.75	%	5/15/2026	€	22,468		24,412			24,850
	TecoStar Holdings, Inc. (12) (15) (19) (21)	Second Lien Senior Secured Loan	L+ 8.50%	10.91	%	11/1/2024	$	9,472		9,277			9,472
	U.S. Anesthesia Partners, Inc. (12) (15) (19) (21)	Second Lien Senior Secured Loan	L+ 7.25%	9.65	%	6/23/2025	$	16,520		16,316			16,355
							Healthcare & Pharmaceuticals Total			$	215,275		$	211,466		20.7	%
High Tech Industries	AMI US Holdings Inc. (3) (6) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.50%	7.94	%	4/1/2024	$	349		316			314
	AMI US Holdings Inc. (6) (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 5.50%	7.94	%	4/1/2025	$	13,223		12,968			12,959
	Appriss Holdings, Inc. (2) (3) (5) (18) (19)	First Lien Senior Secured Loan - Revolver	—	—		5/30/2025	$	—		(69		)	(94		)
	Appriss Holdings, Inc. (7) (18) (19)	First Lien Senior Secured Loan	L+ 5.50%	7.83	%	5/29/2026	$	40,518		39,917			39,707
	CMI Marketing Inc (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		5/24/2023	$	—		(17		)	—
	CMI Marketing Inc (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	6.90	%	5/24/2024	$	15,333		15,204			15,333
	Drilling Info Holdings, Inc (3) (12) (18) (21)	First Lien Senior Secured Loan - Delayed Draw	—	—		7/30/2025	$	—		—			—
	Drilling Info Holdings, Inc (12) (18) (21)	First Lien Senior Secured Loan	L+ 4.25%	6.65	%	7/30/2025	$	22,643		22,563			22,559
	Element Buyer, Inc. (3) (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.25%	7.66	%	7/18/2025	$	3,383		3,493			3,496
	Element Buyer, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 4.25%	9.75	%	7/19/2024	$	567		513			567
	Element Buyer, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.25%	7.66	%	7/18/2025	$	37,964		38,332			38,343
	Elo Touch Solutions, Inc. (12) (18) (26)	First Lien Senior Secured Loan	L+ 6.50%	8.93	%	12/15/2025	$	18,469		17,594			18,400
	Everest Bidco (6) (15) (19) (21)	Second Lien Senior Secured Loan	GBP LIBOR+ 7.50%	8.50	%	7/3/2026	£	10,216		13,082			12,581
	Impala Private Investments, LLC (14) (19) (25)	Equity Interest	—	—		—	$	1,500		—			152
	Lighthouse Network, LLC (12) (15) (26)	First Lien Senior Secured Loan	L+ 4.50%	7.08	%	12/2/2024	$	24,974		24,905			25,013
	MeridianLink, Inc. (15) (19) (26)	First Lien Senior Secured Loan	L+ 4.00%	6.40	%	5/30/2025	$	1,834		1,812			1,816
	Netsmart Technologies, Inc. (12) (15) (26)	First Lien Senior Secured Loan	L+ 3.75%	6.15	%	4/19/2023	$	10,789		10,813			10,702
	Netsmart Technologies, Inc. (15) (19) (21)	Second Lien Senior Secured Loan	L+ 7.50%	9.90	%	10/19/2023	$	2,749		2,749			2,749
	nThrive, Inc. (15) (19) (21)	Second Lien Senior Secured Loan	L+ 9.75%	12.15	%	4/20/2023	$	8,000		7,988			7,760
	Park Place Technologies (15) (21)	Second Lien Senior Secured Loan	L+ 8.00%	10.40	%	3/30/2026	$	6,733		6,683			6,674
	Park Place Technologies (12) (15) (26)	First Lien Senior Secured Loan	L+ 4.00%	6.40	%	3/31/2025	$	10,599		10,566			10,546
	Symplr Software, Inc. (3) (18) (19)	First Lien Senior Secured Loan - Revolver	L+ 6.00%	8.33	%	11/30/2023	$	2,845		2,824			2,783
	Symplr Software, Inc. (7) (18) (19)	First Lien Senior Secured Loan	L+ 6.00%	8.33	%	11/28/2025	$	61,368		60,462			60,600
	VPARK BIDCO AB (6) (16) (19) (21)	First Lien Senior Secured Loan	CIBOR+ 4.00%	4.75	%	3/10/2025	DKK		56,999	9,147			8,686
	VPARK BIDCO AB (6) (16) (19) (21)	First Lien Senior Secured Loan	NIBOR+ 4.00%	5.34	%	3/10/2025	NOK		74,020	9,184			8,675
	Zywave, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.00%	7.39	%	11/17/2022	$	428		418			416
	Zywave, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 5.00%	7.58	%	11/17/2022	$	17,460		17,388			17,285
							High Tech Industries Total			$	328,835		$	328,022		32.1	%
Hotel, Gaming & Leisure	Aimbridge Acquisition Co., Inc. (12) (18) (19)	Second Lien Senior Secured Loan	L+ 7.50%	9.94	%	2/1/2027	$	13,068		12,798			12,839
	Captain D’s LLC (3) (15) (19) (24)	First Lien Senior Secured Loan - Revolver	L+ 4.50%	7.36	%	12/15/2023	$	695		681			677
	Captain D’s LLC (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	6.89	%	12/15/2023	$	13,105		12,997			12,974
	K-Mac Holdings Corp. (12) (18)	Second Lien Senior Secured Loan	L+ 6.75%	9.15	%	3/16/2026	$	1,200		1,197			1,196
	Quidditch Acquisition, Inc. (12) (15) (19) (21) (26)	First Lien Senior Secured Loan	L+ 7.00%	9.40	%	3/21/2025	$	19,120		19,106			19,311
	Tacala Investment Corp. (18) (21)	Second Lien Senior Secured Loan	L+ 7.00%	9.40	%	1/30/2026	$	6,323		6,305			6,379
							Hotel, Gaming & Leisure Total			$	53,084		$	53,376		5.2	%

9

Media: Advertising, Printing & Publishing	A-L Parent LLC (12) (15) (21)	Second Lien Senior Secured Loan	L+ 7.25%	9.66	%	12/2/2024	$	4,050	4,018			4,025
	Ansira Holdings, Inc. (3) (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.75%	8.16	%	12/20/2022	$	2,951	2,940			2,929
	Ansira Holdings, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 4.00%	9.50	%	12/20/2022	$	1,643	1,643			1,643
	Ansira Holdings, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	8.15	%	12/20/2022	$	36,059	35,969			35,879
	Cambium Learning Group, Inc. (12) (18) (19) (26)	First Lien Senior Secured Loan	L+ 4.50%	7.08	%	12/18/2025	$	12,264	11,685			12,156
	Cruz Bay Publishing, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	P+ 5.00%	10.50	%	2/28/2020	$	397	352			397
	Cruz Bay Publishing (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 3.00%	8.50	%	2/28/2020	$	2,267	2,267			2,267
	Cruz Bay Publishing, Inc. (7) (15) (19) (28)	First Lien Senior Secured Loan	L+ 5.75%	8.36	%	2/28/2020	$	4,954	4,954			4,954
	Cruz Bay Publishing, Inc. (7) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.75%	9.25	%	2/28/2020	$	1,654	1,654			1,654
							Media: Advertising, Printing & Publishing Total		$	65,482		$	65,904		6.5	%
Media: Broadcasting & Subscription	Micro Holding Corp. (18) (26)	First Lien Senior Secured Loan	L+ 3.75%	6.15	%	9/13/2024	$	8,938	8,905			8,796
	Vital Holdco Limited (6) (15) (19) (21)	First Lien Senior Secured Loan	L+ 5.25%	7.80	%	5/2/2026	$	35,357	34,485			34,473
	Vital Holdco Limited (6) (18) (19) (21)	First Lien Senior Secured Loan	EURIBOR+ 5.25%	5.25	%	5/2/2026	€	7,917	8,599			8,779
							Media: Broadcasting & Subscription Total		$	51,989		$	52,048		5.1	%
Media: Diversified & Production	Efficient Collaborative Retail Marketing Company, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		6/15/2022	$	—	—			—
	Efficient Collaborative Retail Marketing Company, LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.75%	9.08	%	6/15/2022	$	15,095	15,203			15,095
	Efficient Collaborative Retail Marketing Company, LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.75%	9.08	%	6/15/2022	$	9,994	10,066			9,994
	Getty Images, Inc. (12) (18) (26)	First Lien Senior Secured Loan	L+ 4.50%	6.94	%	2/19/2026	$	22,012	21,811			21,939
	International Entertainment Investments Limited (6) (18) (21) (19)	First Lien Senior Secured Loan	GBP LIBOR+ 4.75%	5.66	%	5/31/2023	£	8,685	10,627			11,027
							Media: Diversified & Production Total		$	57,707		$	58,055		5.7	%
Retail	Batteries Plus Holding Corporation (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		7/6/2022	$	—	—			—
	Batteries Plus Holding Corporation (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.75%	9.15	%	7/6/2022	$	30,258	30,258			30,258
	Calceus Acquisition, Inc. (12) (18) (26)	First Lien Senior Secured Loan	L+ 5.50%	7.94	%	2/12/2025	$	9,112	9,041			9,069
							Retail Total		$	39,299		$	39,327		3.9	%
Services: Business	Advantage Sales & Marketing Inc. (12) (15) (26)	First Lien Senior Secured Loan	L+ 3.25%	5.58	%	7/23/2021	$	11,671	11,492			10,711
	AMCP Clean Acquisition Company, LLC (12) (18) (21)	First Lien Senior Secured Loan - Delayed Draw	L+ 4.25%	6.58	%	6/16/2025	$	3,914	3,901			3,882
	AMCP Clean Acquisition Company, LLC (12) (18) (21)	First Lien Senior Secured Loan	L+ 4.25%	6.58	%	6/16/2025	$	16,175	16,130			16,044
	Comet Bidco Limited (6) (18) (21)	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.72	%	9/30/2024	£	10,261	13,104			12,832
	Hightower Holding, LLC (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	—	—		1/31/2025	$	—	(12		)	(13		)
	Hightower Holding, LLC (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 5.00%	7.44	%	1/31/2025	$	25,600	25,478			25,536
	LegalZoom.com, Inc. (18) (26)	First Lien Senior Secured Loan	L+ 4.50%	6.90	%	11/21/2024	$	7,880	7,806			7,934
	New Insight Holdings, Inc.(12) (15) (26)	First Lien Senior Secured Loan	L+ 5.50%	8.08	%	12/20/2024	$	20,425	19,968			20,400
	TEI Holdings Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 6.00%	8.40	%	12/20/2022	$	1,983	1,983			1,973
	TEI Holdings Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.00%	8.59	%	12/20/2023	$	52,920	52,787			52,787
	Valet Waste Holdings, Inc (12) (18) (21) (26)	First Lien Senior Secured Loan	L+ 4.00%	6.40	%	9/29/2025	$	30,503	30,434			30,408
							Services: Business Total		$	183,071		$	182,494		17.9	%

Services: Consumer	GI Chill Acquisition LLC (18) (21) (26)	First Lien Senior Secured Loan	L+ 4.00%	6.32	%	8/6/2025	$	11,895	11,858			11,895
	Pearl Intermediate Parent LLC (18) (26)	Second Lien Senior Secured Loan	L+ 6.25%	8.65	%	2/13/2026	$	2,571	2,589			2,513
	Surrey Bidco Limited (6) (17) (19) (21)	First Lien Senior Secured Loan	GBP LIBOR+ 6.00%	6.80	%	5/11/2026	£	5,000	6,127			6,158
	The Knot Worldwide Inc. (18) (19) (21) (26)	Second Lien Senior Secured Loan	L+ 8.25%	10.65	%	12/21/2026	$	6,187	6,130			6,179
	The Knot Worldwide Inc. (12) (18) (19) (26)	First Lien Senior Secured Loan	L+ 4.50%	6.90	%	12/19/2025	$	15,389	15,428			15,446
	Trafalgar Bidco Limited (6) (18) (19) (21)	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.72	%	9/11/2024	£	6,011	7,712			7,441
	Trident LS Merger Sub Corp (12) (18)	Second Lien Senior Secured Loan	L+ 7.50%	9.90	%	5/1/2026	$	2,246	2,226			2,237
							Services: Consumer Total		$	52,070		$	51,869		5.1	%
Telecommunications	Conterra Ultra Broadband Holdings, Inc. (18) (26)	First Lien Senior Secured Loan	L+ 4.50%	6.94	%	4/30/2026	$	6,483	6,451			6,507
	Horizon Telcom, Inc. (3) (12) (15) (19) (21)	First Lien Senior Secured Loan - Delayed Draw	L+ 4.50%	6.91	%	6/15/2023	$	250	232			233
	Horizon Telcom, Inc. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		6/15/2023	$	—	(3		)	(12		)
	Horizon Telcom, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	6.94	%	6/15/2023	$	13,799	13,628			13,661
	Masergy Holdings, Inc. (15) (26)	Second Lien Senior Secured Loan	L+ 7.50%	9.83	%	12/16/2024	$	857	863			844
	Masergy Holdings, Inc. (15) (26)	First Lien Senior Secured Loan	L+ 3.25%	5.58	%	12/15/2023	$	683	680			673
							Telecommunications Total		$	21,851		$	21,906		2.1	%
Transportation: Cargo	A&R Logistics, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.75%	8.27	%	5/5/2025	$	687	563			550
	A&R Logistics, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	8.27	%	5/5/2025	$	44,197	43,294			43,202
	A&R Logistics, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	8.08	%	5/5/2025	$	2,479	2,427			2,423
	ARL Holdings, LLC. (14) (19)	Equity Interest	—	—		—	$	—	397			397
	ARL Holdings, LLC. (14) (19)	Equity Interest	—	—		—	$	8	8			8
	ENC Holding Corporation (12) (18) (26)	First Lien Senior Secured Loan	L+ 4.00%	6.33	%	5/30/2025	$	10,321	10,307			10,218
	Grammer Investment Holdings LLC (14) (19) (25)	Equity Interest	—	—		—	$	1,011	1,011			1,122
	Grammer Investment Holdings LLC (19) (25)	Preferred Equity	10% PIK	10.00	%	—	$	6	615			646
	Grammer Investment Holdings LLC (14) (19) (25)	Warrants	—	—		—	$	122	—			134
	Grammer Purchaser, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		9/30/2024	$	—	2			—
	Grammer Purchaser, Inc. (12) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.75%	6.95	%	9/30/2024	$	10,258	10,093			10,258
	Omni Logistics, LLC (15) (19)	Subordinated Debt	L+ 11.50%	13.90	%	1/19/2024	$	15,000	14,737			14,775
	PS HoldCo, LLC (12) (15) (26)	First Lien Senior Secured Loan	L+ 4.75%	7.15	%	3/13/2025	$	23,395	23,385			23,205
	Toro Private Investments II, L.P. (6) (14) (19)	Equity Interest	—	—		—	$	3,090	3,090			3,090
							Transportation: Cargo Total		$	109,929		$	110,028		10.8	%
Transportation: Consumer	Direct Travel, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		12/1/2021	$	—	—			—
	Direct Travel, Inc. (3) (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 6.50%	8.99	%	12/1/2021	$	1,043	1,043			1,043
	Direct Travel, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.50%	8.90	%	12/1/2021	$	49,921	49,921			49,921
	Toro Private Holdings III, Ltd (6) (12) (18) (26)	Second Lien Senior Secured Loan	L+ 9.00%	11.54	%	5/28/2027	$	8,998	8,489			8,683
							Transportation: Consumer Total		$	59,453		$	59,647		5.8	%
Utilities: Electric	CSVC Acquisition Corp	Corporate Bond	—	7.75	%	6/15/2025	$	13,478	12,539			10,378
							Utilities: Electric Total		$	12,539		$	10,378		1.0	%
Wholesale	Abracon Group Holding, LLC. (14) (19) (25)	Equity Interest	—	—		—	$	2	1,800			1,717
	Abracon Group Holding, LLC. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		7/18/2024	$	—	(36		)	(21		)
	Abracon Group Holding, LLC. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	8.08	%	7/18/2024	$	36,185	36,007			35,914
	Aramsco, Inc. (3) (18) (19)	First Lien Senior Secured Loan - Revolver	P+ 4.25%	9.75	%	8/28/2024	$	339	293			279
	Aramsco, Inc. (7) (18) (19)	First Lien Senior Secured Loan	L+ 5.25%	7.65	%	8/28/2024	$	24,411	23,996			23,984

Armor Group, LP (14) (19) (25)	Equity Interest	—	—		—	$	10	1,012		1,152
PetroChoice Holdings, Inc. (12) (15) (26)	First Lien Senior Secured Loan	L+ 5.00%	7.57	%	8/19/2022	$	10,000	9,904		9,981
PetroChoice Holdings, Inc. (15) (26)	First Lien Senior Secured Loan	L+ 5.00%	7.58	%	8/19/2022	$	3,610	3,581		3,604
PT Holdings, LLC (12) (15) (26)	First Lien Senior Secured Loan	L+ 4.00%	6.33	%	12/9/2024	$	21,562	21,528		20,897
Specialty Building Products Holdings, LLC (12) (18) (26)	First Lien Senior Secured Loan	L+ 5.75%	8.15	%	10/1/2025	$	16,902	16,806		16,849
SRS Distribution Inc. (18) (21) (26)	First Lien Senior Secured Loan	L+ 3.25%	5.65	%	5/23/2025	$	18,900	18,458		18,167
						Wholesale Total		$	133,349	$	132,523	13.0	%
						Non-Controlled/Non-Affiliate Investments Total		$	2,372,619	$	2,360,349	231.1	%

10

Non-Controlled/Affiliate Investments
	Beverage, Food & Tobacco	ADT Pizza, LLC (10) (14) (19) (25)	Equity Interest	—	—		—	$	6,720	6,720		6,720
								Beverage, Food & Tobacco Total		$	6,720	$	6,720	0.7	%
								Non-Controlled/Affiliate Investments Total		$	6,720	$	6,720	0.7	%
Controlled Affiliate Investments
	Aerospace & Defense	ACC Holdco, LLC (10) (11) (19)	Preferred Equity	—	16.00	%	—	$	11,706	11,702		11,706
		Air Comm Corporation LLC (10) (11) (12) (18) (19) (21)	First Lien Senior Secured Loan	L+ 6.50%	8.83	%	7/1/2025	$	27,435	26,605		26,612
		BCC Jetstream Holdings Aviation (Off I), LLC (6) (10) (11) (19) (20) (25)	Equity Interest	—	—		—	$	11,863	11,863		14,350
		BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (19) (20) (25)	Equity Interest	—	—		—	$	1,116	1,116		1,334
		BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (19) (20)	First Lien Senior Secured Loan	—	10.00	%	6/2/2022	$	6,344	6,344		6,344
								Aerospace & Defense Total		$	57,630	$	60,346	5.9	%
								Controlled Affiliate Investments Total		$	57,630	$	60,346	5.9	%
								Investments Total		$	2,436,969	$	2,427,415	237.7	%
Cash Equivalents
	Cash Equivalents	Goldman Sachs Financial Square Government Fund Institutional Share Class	Cash Equivalents	—	2.26	%	—	$	68,601	68,601		68,601
		Goldman Sachs US Treasury Liquid Reserves Fund	Cash Equivalents	—	2.31	%	—	$	58,878	58,878		58,878
								Cash Equivalents Total		$	127,479	$	127,479	12.5	%
								Investments and Cash Equivalents Total		$	2,564,448	$	2,554,894	250.2	%

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation) (8)
US DOLLARS 8,720	POUND STERLING 6,400	Bank of New York Mellon	9/21/2020	$	463
POUND STERLING 6,220	US DOLLARS 8,192	Bank of New York Mellon	9/21/2020	(167		)
US DOLLARS 12,177	EURO 10,370	Bank of New York Mellon	1/10/2020	190
US DOLLARS 11,874	EURO 10,300	Bank of New York Mellon	6/15/2020	(155		)
US DOLLARS 412	POUND STERLING 310	Citibank	9/21/2020	(12		)
US DOLLARS 3,001	AUSTRALIAN DOLLARS 4,290	Goldman Sachs	6/15/2020	(32		)
US DOLLARS 8,885	DANISH KRONE 57,000	Goldman Sachs	6/15/2020	(55		)
US DOLLARS 53,994	EURO 46,450	Goldman Sachs	6/15/2020	(253		)
US DOLLARS 68,701	POUND STERLING 53,430	Goldman Sachs	6/15/2020	(73		)
US DOLLARS 8,590	NORWEGIAN KRONE 74,020	Goldman Sachs	9/20/2019	(111		)
US DOLLARS 25,257	POUND STERLING 19,410	Goldman Sachs	1/10/2020	378
				$	173

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), the Bank Bill Swap Rate (“BBSW”), or the Prime Rate (“Prime” or “P”) and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, or Prime and the current weighted average interest rate in effect at June 30, 2019. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, or Prime interest rate floor.

(2) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(3) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4) Percentages are based on the Company’s net assets of $1,021,202 as of June 30, 2019.

(5) The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2019, non-qualifying assets totaled 10.6% of the Company’s total assets.

(7) Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution LLC. See Note 6  “Borrowings”.

(8) Unrealized appreciation/(depreciation) on forward currency exchange contracts.

(9) The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian krone, AUD represents Australian and DKK represents Kroner.

(10) As defined in the 1940 Act, the Company is deemed to be an “Affiliated Investment” of the Company as the Company owns 5% or more of the portfolio company’s securities.

(11) As defined in the 1940 Act, the Company is deemed to “Control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(12) Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer. See Note 6  “Borrowings”.

(13) $207 of the total par amount for this security is at P+ 3.75%.

(14) Non-Income Producing.

(15) Loan includes interest rate floor of 1.00%.

(16) Loan includes interest rate floor of 0.75%.

(17) Loan includes interest rate floor of 0.50%.

(18) Loan includes interest rate floor of 0.00%.

(19) Security valued using unobservable inputs (Level 3).

(20) The Company holds non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.

(21) Assets or a portion thereof are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6  “Borrowings”.

(22) The Company generally earns a higher interest rate on the “last out” tranche of debt, to the extent the debt has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(23) $154 of the total par amount for this security is at P+ 4.50%.

(24) $155 of the total par amount for this security is at P+ 3.50%.

(25) Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2019, the aggregate fair value of these securities is $51,570 or 5.05% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment	Acquisition Date
BCC Jetstream Holdings Aviation (On II), LLC - Equity Interest	6/1/2017
BCC Jetstream Holdings Aviation (Off I), LLC - Equity Interest	6/1/2017
CB Titan Holdings, Inc. - Preferred Equity	11/14/2017
Impala Private Investments, LLC - Equity Interest	11/10/2017
Abracon Group Holding, LLC. - Equity Interest	7/18/2018
Armor Group, LP - Equity Interest	8/28/2018
Grammer Investment Holdings LLC - Warrants	10/1/2018
Grammer Investment Holdings LLC - Equity Interest	10/1/2018
Grammer Investment Holdings LLC - Preferred Equity	10/1/2018
ADT Pizza, LLC - Equity Interest	10/29/2018
PP Ultimate Holdings B, LLC - Equity Interest	12/20/2018
FCG Acquisitions, Inc. - Preferred equity	1/24/2019
WCI-HSG HOLDCO, LLC - Preferred equity	2/22/2019
Toro Private Investments II, L.P.	3/19/2019
ARL Holdings, LLC. - Equity Interest	5/3/2019
ARL Holdings, LLC. - Equity Interest	5/3/2019
ACC Holdco, LLC. - Equity Interest	6/28/2019

(26) Assets or a portion thereof are pledged as collateral for the Citibank Revolving Credit Agreement. See Note 6  “Borrowings”.

(27) $30 of the total par amount for this security is at P+ 3.00%.

(28) $58 of the total par amount for this security is at P+ 4.75%.

(29) $19 of the total par amount for this security is at P+ 5.75%.

(30) $50 of the total par amount for this security is at P+ 3.00%.

(31) $34 of the total par amount for this security is at P+ 5.00%.

(32) $110 of the total par amount for this security is at P+ 5.00%.

(33) $669 of the total par amount for this security is at P+ 4.50%.

(34) Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution Holdco LLC. See Note 6  “Borrowings”.

See Notes to Consolidated Financial Statements

11

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of December 31, 2018

(In thousands)

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index (1)	Interest Rate		Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
	Aerospace & Defense	API Technologies Corp. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		4/22/2024	$	—	(46		)	(11		)
		Forming & Machining Industries Inc. (18) (19) (21)	Second Lien Senior Secured Loan	L+ 8.25%	10.85	%	10/9/2026	$	6,540	6,475			6,475
		Forming & Machining Industries Inc. (12) (18) (21)	First Lien Senior Secured Loan	L+ 4.25%	6.85	%	10/9/2025	$	14,937	14,863			14,713
		Jazz Acquisition, Inc. (15) (21)	Second Lien Senior Secured Loan	L+ 6.75%	9.55	%	6/20/2022	$	15,000	14,396			14,136
		Novetta, LLC (12) (15)	First Lien Senior Secured Loan	L+ 5.00%	7.53	%	10/17/2022	$	3,815	3,750			3,738
		Salient CRGT, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 5.75%	8.27	%	2/28/2022	$	13,086	13,155			12,890
		StandardAero Aviation Holdings, Inc. (12) (15) (21)	First Lien Senior Secured Loan	L+ 3.75%	6.27	%	7/7/2022	$	19,771	19,870			19,583
		TECT Power Holdings, LLC (15) (19) (21)	Second Lien Senior Secured Loan	L+ 8.50%	11.02	%	12/27/2021	$	14,758	14,538			14,906
		WP CPP Holdings, LLC. (12) (15) (21)	First Lien Senior Secured Loan	L+ 3.75%	6.28	%	4/30/2025	$	4,715	4,704			4,562
		WP CPP Holdings, LLC. (12) (15) (21)	Second Lien Senior Secured Loan	L+ 7.75%	10.28	%	4/30/2026	$	11,724	11,608			11,533
								Aerospace & Defense Total		$	103,313		$	102,525		10.2	%
	Automotive	CST Buyer Company (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/1/2023	$	—	(9		)	—
		CST Buyer Company (12) (15) (19)	First Lien Senior Secured Loan	L+ 5.00%	7.52	%	3/1/2023	$	9,310	9,208			9,310
		OEConnection LLC (12) (15) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.53	%	11/22/2024	$	14,079	14,009			13,762
		OEConnection LLC (15) (19) (21)	Second Lien Senior Secured Loan	L+ 8.00%	10.53	%	11/24/2025	$	6,313	6,274			6,265
								Automotive Total		$	29,482		$	29,337		2.9	%
	Banking	Transaction Network Services, Inc. (15) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.71	%	8/14/2022	$	13,394	13,260			13,235
								Banking Total		$	13,260		$	13,235		1.3	%
	Beverage, Food & Tobacco	GOBP Holdings, Inc. (12) (18) (21)	First Lien Senior Secured Loan	L+ 3.75%	6.55	%	10/22/2025	$	16,632	16,621			16,217
		Hearthside Food Solutions, LLC	Corporate Bond	—	8.50	%	6/1/2026	$	10,000	9,793			8,000
		NPC International, Inc. (15) (21)	First Lien Senior Secured Loan	L+ 3.50%	6.02	%	4/19/2024	$	4,987	5,020			4,676
								Beverage, Food & Tobacco Total		$	31,434		$	28,893		2.9	%
	Capital Equipment	Dorner Manufacturing Corp. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 4.75%	10.00	%	3/15/2022	$	55	37			55
		Dorner Manufacturing Corp. (12) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	8.55	%	3/15/2023	$	7,986	7,878			7,986
		DXP Enterprises, Inc. (6) (12) (15)	First Lien Senior Secured Loan	L+ 4.75%	7.27	%	8/29/2023	$	5,178	5,134			5,158
		EXC Holdings III Corp. (12) (15) (21)	Second Lien Senior Secured Loan	L+ 7.50%	9.85	%	12/1/2025	$	8,240	8,254			7,870
		Tidel Engineering, L.P. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/1/2023	$	—	—			—
		Velvet Acquisition B.V. (6) (18) (19) (21)	Second Lien Senior Secured Loan	EURIBOR+ 8.00%	8.00	%	4/17/2026	€	6,013	7,313			6,949
		Wilsonart LLC (12) (15) (21)	First Lien Senior Secured Loan	L+ 3.25%	6.06	%	12/19/2023	$	15,393	15,438			14,778
								Capital Equipment Total		$	44,054		$	42,796		4.3	%
	Chemicals, Plastics & Rubber	AP Plastics Group, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		8/1/2021	$	—	—			—
		ASP Chromaflo Intermediate Holdings, Inc. (15) (21)	First Lien Senior Secured Loan	L+ 3.50%	6.02	%	11/20/2023	$	505	503			493

	ASP Chromaflo Intermediate Holdings, Inc. (6) (15) (21)	First Lien Senior Secured Loan	L+ 3.50%	6.02	%	11/20/2023	$	656	654			642
	Niacet b.v. (6) (15) (19) (21)	First Lien Senior Secured Loan	EURIBOR+ 4.50%	5.50	%	2/1/2024	€	3,777	4,044			4,304
	Niacet Corporation (12) (15) (19)	First Lien Senior Secured Loan	L+ 4.50%	7.02	%	2/1/2024	$	2,173	2,156			2,162
	Plaskolite, Inc. (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.25%	6.69	%	12/15/2025	$	12,030	11,790			11,910
	PRCC Holdings, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		2/1/2021	$	—	—			—
							Chemicals, Plastics & Rubber Total		$	19,147		$	19,511		1.9	%
Construction & Building	Bolt Infrastructure Merger Sub, Inc. (12) (15)	First Lien Senior Secured Loan	L+ 3.50%	6.02	%	6/21/2024	$	2,670	2,662			2,617
	Chase Industries, Inc. (3) (15) (21)	First Lien Senior Secured Loan - Delayed Draw Term Loan	L+ 4.00%	6.82	%	5/12/2025	$	199	182			169
	Chase Industries, Inc. (12) (15) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.61	%	5/11/2025	$	11,921	11,863			11,826
	Crown Subsea (12) (18) (21)	First Lien Senior Secured Loan	L+ 6.00%	8.35	%	11/2/2025	$	13,400	13,201			12,931
	PP Ultimate Holdings B, LLC (14) (19) (25)	Equity Interest	—	—		—	$	1	1,352			1,352
	Profile Products LLC (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		12/20/2024	$	—	(76		)	(77		)
	Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 7.00%	7.50	%	4/18/2022	€	2,557	2,785			2,928
	Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 7.00%	7.50	%	4/18/2022	€	829	941			949
	Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 7.00%	7.50	%	4/18/2022	€	7,760	8,330			8,887
							Construction & Building Total		$	41,240		$	41,582		4.2	%
Consumer Goods: Durable	Home Franchise Concepts, Inc. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		7/9/2024	$	—	(16		)	(25		)
	New Milani Group LLC (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.25%	6.77	%	6/6/2024	$	17,273	17,114			17,273
	Stanton Carpet Corp. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		11/21/2022	$	—	—			—
							Consumer Goods: Durable Total		$	17,098		$	17,248		1.7	%
Consumer Goods: Non-Durable	FineLine Technologies, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.25%	6.79	%	11/2/2021	$	459	425			445
	FineLine Technologies, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.25%	7.06	%	11/2/2022	$	31,703	31,466			31,545
	Kronos Acquisition Holdings Inc.	Corporate Bond	—	9.00	%	8/15/2023	$	10,000	9,356			7,700
	Kronos Acquisition Holdings Inc. (12) (15) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.52	%	5/15/2023	$	13,181	13,142			12,522
	MND Holdings III Corp (15) (19) (21)	First Lien Senior Secured Loan	L+ 3.50%	6.30	%	6/19/2024	$	13,767	13,815			13,560
	Solaray, LLC (3) (15) (19) (23)	First Lien Senior Secured Loan - Revolver	L+ 4.50%	7.69	%	9/9/2022	$	5,667	5,605			5,667
							Consumer Goods: Non-Durable Total		$	73,809		$	71,439		7.1	%
Containers, Packaging & Glass	BWAY Holding Company	Corporate Bond	—	7.25	%	4/15/2025	$	10,000	9,755			9,012
	BWAY Holding Company (12) (18) (21)	First Lien Senior Secured Loan	L+ 3.25%	5.66	%	4/3/2024	$	12,812	12,836			12,100
	Technimark LLC (12) (18)	First Lien Senior Secured Loan	L+ 3.75%	6.27	%	8/8/2025	$	2,826	2,823			2,784
	Terminator Bidco AS (6) (18) (19) (21)	First Lien Senior Secured Loan	L+ 5.00%	7.80	%	5/22/2022	$	15,100	14,798			14,798
							Containers, Packaging & Glass Total		$	40,212		$	38,694		3.9	%
Energy: Electricity	Infinite Electronics International Inc. (12) (18) (19) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.52	%	7/2/2025	$	19,953	19,938			19,853
	Infinite Electronics International Inc. (18) (19) (21)	Second Lien Senior Secured Loan	L+ 8.00%	10.52	%	7/2/2026	$	2,480	2,430			2,430
							Energy: Electricity Total		$	22,368		$	22,283		2.2	%
Energy: Oil & Gas	Amspec Services, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 3.75%	9.25	%	7/2/2024	$	931	866			931
	Blackbrush Oil & Gas, L.P. (12) (15) (21)	First Lien Senior Secured Loan	L+ 8.00%	10.89	%	2/9/2024	$	31,200	30,675			30,264
							Energy: Oil & Gas Total		$	31,541		$	31,195		3.1	%

Environmental Industries	Adler & Allan Group Limited (6) (17) (19) (21) (22)	First Lien Last Out	GBP LIBOR+ 8.25% (2% PIK)	9.14	%	9/30/2022	£	13,062	16,489		16,482
							Environmental Industries Total		$	16,489	$	16,482	1.6	%
FIRE: Finance	Badger Merger Sub, Inc. (12) (18)	First Lien Senior Secured Loan	L+ 3.75%	6.54	%	9/12/2025	$	3,642	3,624		3,560
							FIRE: Finance Total		$	3,624	$	3,560	0.4	%

12

FIRE: Insurance	Alliant Holdings Intermediate, LLC (12) (18) (21)	First Lien Senior Secured Loan	L+ 2.75%	5.21	%	5/9/2025	$	16,598		16,650			15,735
	Margaux Acquisition, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 5.00%	10.50	%	12/19/2024	$	616		558			558
	Margaux UK Finance Limited (2) (3) (5) (6) (19)	First Lien Senior Secured Loan - Revolver	—	—		12/19/2024	£	—		(13		)	(13		)
	Wink Holdco, Inc. (15) (21)	Second Lien Senior Secured Loan	L+ 6.75%	9.28	%	12/1/2025	$	13,638		13,578			12,887
	Wink Holdco, Inc. (12) (15) (21)	First Lien Senior Secured Loan	L+ 3.00%	5.52	%	12/2/2024	$	12,568		12,514			11,939
							FIRE: Insurance Total			$	43,287		$	41,106		4.1	%
FIRE: Real Estate	Spectre (Carrisbrook House) Limited (6) (15) (19)	First Lien Senior Secured Loan	EURIBOR+ 7.50%	8.50	%	8/9/2021	€	9,300		10,714			10,650
							FIRE: Real Estate Total			$	10,714		$	10,650		1.1	%
Forest Products & Paper	Solenis International LLC (18) (21)	Second Lien Senior Secured Loan	L+ 8.50%	11.21	%	6/26/2026	$	15,601		15,235			14,821
	Solenis International LLC (12) (18) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.80	%	6/26/2025	$	7,335		7,280			7,082
							Forest Products & Paper Total			$	22,515		$	21,903		2.2	%
Healthcare & Pharmaceuticals	Clinical Innovations, LLC (3) (15) (19) (22)	First Lien Last Out - Revolver	L+ 5.50%	7.93	%	10/17/2022	$	38		19			33
	Clinical Innovations, LLC (12) (15) (19) (21) (22)	First Lien Last Out	L+ 5.50%	8.02	%	10/17/2023	$	11,028		10,817			10,973
	CB Titan Holdings, Inc. (14) (19) (25)	Preferred equity	—	—		—	$	1,953		1,953			2,207
	Concentra Inc. (12) (15) (21)	Second Lien Senior Secured Loan	L+ 6.50%	8.88	%	6/1/2023	$	14,105		13,861			14,052
	Datix Bidco Limited (2) (3) (5) (6) (18) (19)	First Lien Senior Secured Loan - Revolver	—	—		10/28/2024	£	—		(25		)	(19		)
	Datix Bidco Limited (6) (18) (19) (21)	Second Lien Senior Secured Loan	GBP LIBOR+ 7.75%	8.68	%	4/27/2026	£	12,134		16,272			15,311
	Datix Bidco Limited (6) (19) (21)	First Lien Senior Secured Loan	BBSW+ 4.50%	6.57	%	4/28/2025	AUD		4,212	3,197			2,922
	Drive DeVilbiss (12) (15) (21)	First Lien Senior Secured Loan	L+ 5.50%	8.30	%	1/3/2023	$	8,529		7,867			7,399
	Genesis Supply Acquisition Co. (19)	Subordinated Debt	—	9.50	%	4/23/2021	$	25,000		25,000			25,000
	Great Expressions Dental Centers PC (3) (13) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.75%	8.70	%	9/28/2022	$	954		943			936
	Great Expressions Dental Centers PC (12) (15) (19)	First Lien Senior Secured Loan	L+ 4.75%	7.63	%	9/28/2023	$	7,982		7,894			7,862
	Island Medical Management Holdings, LLC (15) (19) (21)	First Lien Senior Secured Loan	L+ 6.50%	9.02	%	9/1/2022	$	9,268		9,158			8,619
	TecoStar Holdings, Inc. (12) (15) (19) (21)	Second Lien Senior Secured Loan	L+ 8.50%	10.89	%	11/1/2024	$	9,472		9,263			9,472
	U.S. Anesthesia Partners, Inc. (12) (15) (19) (21)	Second Lien Senior Secured Loan	L+ 7.25%	9.77	%	6/23/2025	$	16,520		16,313			16,520
	U.S. Anesthesia Partners, Inc. (12) (15) (21)	First Lien Senior Secured Loan	L+ 3.00%	5.52	%	6/24/2024	$	4,641		4,573			4,458
							Healthcare & Pharmaceuticals Total			$	127,105		$	125,745		12.6	%
High Tech Industries	Caliper Software, Inc. (3) (18) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.50%	8.04	%	11/30/2023	$	124		88			87
	CMI Marketing Inc (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		5/24/2023	$	—		(19		)	—
	CMI Marketing Inc (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.75%	7.27	%	5/24/2024	$	15,411		15,271			15,411
	Drilling Info Holdings, Inc (2) (3) (5) (12) (18) (21)	First Lien Senior Secured Loan - Delayed Draw Term Loan	—	—		7/30/2025	$	—		(7		)	(13		)
	Drilling Info Holdings, Inc (12) (18) (21)	First Lien Senior Secured Loan	L+ 4.25%	6.77	%	7/30/2025	$	20,178		20,094			20,102
	Element Buyer, Inc. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		7/19/2024	$	—		(59		)	(32		)
	Elo Touch Solutions, Inc. (18) (21)	First Lien Senior Secured Loan	L+ 6.50%	9.28	%	12/7/2025	$	18,943		17,996			18,256
	Everest Bidco (6) (15) (19) (21)	Second Lien Senior Secured Loan	GBP LIBOR+ 7.50%	8.50	%	7/3/2026	£	10,216		13,060			12,631
	Impala Private Investments, LLC (14) (19) (25)	Equity Interest	—	—		—	$	1,500		—			126
	Lighthouse Network, LLC (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	7.03	%	12/2/2024	$	16,088		16,024			16,008
	Netsmart Technologies, Inc. (12) (15) (21)	First Lien Senior Secured Loan	L+ 3.75%	6.27	%	4/19/2023	$	21,623		21,657			21,352
	Netsmart Technologies, Inc. (15) (19) (21)	Second Lien Senior Secured Loan	L+ 7.50%	10.03	%	10/19/2023	$	2,749		2,749			2,735
	Park Place Technologies (15) (21)	Second Lien Senior Secured Loan	L+ 8.00%	10.52	%	3/30/2026	$	6,733		6,684			6,598

	Park Place Technologies (12) (15) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.52	%	3/31/2025	$	10,324		10,293			10,118
	nThrive, Inc. (15) (19) (21)	Second Lien Senior Secured Loan	L+ 9.75%	12.27	%	4/20/2023	$	8,000		7,982			7,760
	Qlik Technologies (12) (15) (21)	First Lien Senior Secured Loan	L+ 3.50%	5.94	%	4/26/2024	$	22,725		22,666			22,015
	SolarWinds Holdings, Inc. (18) (21)	First Lien Senior Secured Loan	L+ 2.75%	5.27	%	2/5/2024	$	14,763		14,845			14,228
	VPARK BIDCO AB (6) (16) (19) (21)	First Lien Senior Secured Loan	CIBOR+ 5.00%	5.75	%	3/8/2025	DKK		56,999	9,134			8,743
	VPARK BIDCO AB (6) (16) (19) (21)	First Lien Senior Secured Loan	NIBOR+ 5.00%	6.28	%	3/8/2025	NOK		74,020	9,174			8,558
	Zywave, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.00%	7.52	%	11/17/2022	$	767		755			767
	Zywave, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 5.00%	7.52	%	11/17/2022	$	17,549		17,458			17,549
							High Tech Industries Total			$	205,845		$	202,999	20.3	%
Hotel, Gaming & Leisure	Aimbridge Hospitality LP (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 5.00%	7.52	%	6/22/2022	$	4,264		4,206			4,264
	Aimbridge Hospitality LP (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		6/22/2022	$	—		(15		)	—
	Aimbridge Hospitality LP (15) (19) (21)	First Lien Senior Secured Loan	L+ 5.00%	7.52	%	6/22/2022	$	25,584		25,251			25,584
	Captain D’s LLC (3) (15) (19) (24)	First Lien Senior Secured Loan - Revolver	L+ 4.50%	8.15	%	12/15/2023	$	788		773			756
	Captain D’s LLC (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	7.30	%	12/15/2023	$	13,389		13,269			13,154
	K-Mac Holdings Corp. (12) (18)	Second Lien Senior Secured Loan	L+ 6.75%	9.25	%	3/16/2026	$	3,200		3,193			3,024
	NPC International, Inc. (12) (15) (21)	Second Lien Senior Secured Loan	L+ 7.50%	10.02	%	4/18/2025	$	9,159		9,194			8,655
	Quidditch Acquisition, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 7.00%	9.47	%	3/21/2025	$	15,903		15,859			15,824
	Tacala Investment Corp. (18) (21)	Second Lien Senior Secured Loan	L+ 7.00%	9.52	%	1/30/2026	$	6,323		6,306			6,039
	Tacala Investment Corp. (12) (18) (21)	First Lien Senior Secured Loan	L+ 3.25%	5.77	%	1/31/2025	$	3,504		3,451			3,383
							Hotel, Gaming & Leisure Total			$	81,487		$	80,683	8.1	%
Media: Advertising, Printing & Publishing	Ansira Holdings, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 4.00%	9.50	%	12/20/2022	$	1,643		1,643			1,643
	Cambium Learning Group, Inc. (12) (18) (21)	First Lien Senior Secured Loan	L+ 4.50%	7.02	%	12/18/2025	$	12,325		11,709			11,771
	Cruz Bay Publishing (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 3.00%	8.50	%	6/6/2019	$	2,267		2,267			2,267
	Learfield Communications LLC (12) (15) (19) (21)	Second Lien Senior Secured Loan	L+ 7.25%	9.78	%	12/2/2024	$	4,050		4,016			4,050
							Media: Advertising, Printing & Publishing Total			$	19,635		$	19,731	2.0	%
Media: Broadcasting & Subscription	Micro Holding Corp. (12) (18) (21)	First Lien Senior Secured Loan	L+ 3.75%	6.25	%	9/13/2024	$	21,931		21,868			20,945
							Media: Broadcasting & Subscription Total			$	21,868		$	20,945	2.1	%
Media: Diversified & Production	Efficient Collaborative Retail Marketing Company, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		6/15/2022	$	—		—			—
	Getty Images, Inc. (21) (26)	First Lien Senior Secured Loan	L+ 3.50%	6.02	%	10/18/2019	$	19,947		19,744			19,420
	International Entertainment Investments Limited (6) (18) (19) (21)	First Lien Senior Secured Loan	GBP LIBOR+ 4.75%	5.65	%	5/31/2023	£	8,686		10,620			11,071
							Media: Diversified & Production Total			$	30,364		$	30,491	3.0	%
Retail	Batteries Plus Holding Corporation (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		7/6/2022	$	—		—			—
	CH Hold Corp. (12) (15)	First Lien Senior Secured Loan	L+ 3.00%	5.52	%	2/1/2024	$	1,498		1,495			1,485
	CH Hold Corp. (12) (15)	Second Lien Senior Secured Loan	L+ 7.25%	9.77	%	2/3/2025	$	1,215		1,211			1,209
	CVS Holdings I, LP (12) (15) (21)	First Lien Senior Secured Loan	L+ 2.75%	5.28	%	2/6/2025	$	14,912		14,893			14,167
	CVS Holdings I, LP (15) (19) (21)	Second Lien Senior Secured Loan	L+ 6.75%	9.28	%	2/6/2026	$	14,110		14,120			13,334
	Eyemart Express LLC (12) (15) (21)	First Lien Senior Secured Loan	L+ 3.00%	5.46	%	8/5/2024	$	11,506		11,544			11,189
							Retail Total			$	43,263		$	41,384	4.1	%

13

	Services: Business	Advantage Sales & Marketing Inc. (12) (15) (21)	First Lien Senior Secured Loan	L+ 3.25%	5.77	%	7/23/2021	$	15,743	15,500			13,972
		AMCP Clean Acquisition Company, LLC (3) (12) (18) (21)	First Lien Senior Secured Loan - Delayed Draw Term Loan	L+ 4.25%	6.93	%	6/16/2025	$	1,489	1,483			1,432
		AMCP Clean Acquisition Company, LLC (12) (18) (21)	First Lien Senior Secured Loan	L+ 4.25%	7.05	%	6/16/2025	$	15,773	15,725			15,537
		Comet Bidco Limited (6) (18) (21)	First Lien Senior Secured Loan	GBP LIBOR+ 5.25%	5.98	%	9/30/2024	£	10,261	13,081			12,719
		Lakeland Tours, LLC (12) (15)	First Lien Senior Secured Loan	L+ 4.00%	6.79	%	12/16/2024	$	2,887	2,878			2,820
		LegalZoom.com, Inc. (18) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	7.00	%	11/21/2024	$	15,839	15,735			15,601
		New Insight Holdings, Inc. (12) (15) (21)	First Lien Senior Secured Loan	L+ 5.50%	8.02	%	12/20/2024	$	20,529	20,041			20,349
		Sovos Compliance, LLC (3) (15) (19)	First Lien Senior Secured Loan - Delayed Draw Term Loan	L+ 6.00%	8.52	%	3/1/2022	$	3,958	3,958			3,910
		Sovos Compliance, LLC (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		3/1/2022	$	—	(10		)	(15		)
		Sovos Compliance, LLC (12) (15) (19)	First Lien Senior Secured Loan	L+ 6.00%	8.52	%	3/1/2022	$	8,601	8,541			8,515
		TEI Holdings Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 5.00%	10.50	%	12/20/2022	$	708	708			666
		Valet Waste Holdings, Inc (12) (18) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.52	%	9/29/2025	$	28,761	28,686			28,402
		XO Management Holding Inc. (18) (19) (21)	First Lien Senior Secured Loan	L+ 5.75%	8.49	%	12/4/2021	$	12,355	11,490			11,490
								Services: Business Total		$	137,816		$	135,398		13.5	%
	Services: Consumer	GI Chill Acquisition LLC (12) (18) (19) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.80	%	8/6/2025	$	11,464	11,441			11,464
		McKissock, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 2.25%	7.68	%	8/5/2021	$	992	992			992
		Pearl Intermediate Parent LLC (18) (21)	Second Lien Senior Secured Loan	L+ 6.25%	8.75	%	2/13/2026	$	2,571	2,590			2,544
		Trident LS Merger Sub Corp (12) (18)	First Lien Senior Secured Loan	L+ 3.00%	5.52	%	5/1/2025	$	4,186	4,177			4,102
		Trident LS Merger Sub Corp (12) (18)	Second Lien Senior Secured Loan	L+ 7.50%	10.02	%	5/1/2026	$	2,246	2,225			2,221
		Travel Leaders Group, LLC (12) (18)	First Lien Senior Secured Loan	L+ 4.00%	6.46	%	1/25/2024	$	528	527			524
		WeddingWire, Inc. (18) (21)	Second Lien Senior Secured Loan	L+ 8.25%	11.04	%	12/21/2026	$	6,187	6,125			6,156
		WeddingWire, Inc. (18) (21)	First Lien Senior Secured Loan	L+ 4.50%	7.29	%	12/19/2025	$	13,218	13,251			13,020
								Services: Consumer Total		$	41,328		$	41,023		4.1	%
	Telecommunications	Horizon Telcom, Inc. (2) (3) (5) (12) (15) (19) (21)	First Lien Senior Secured Loan - Delayed Draw Term Loan	—	—		6/15/2023	$	—	(19		)	(26		)
		Horizon Telcom, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.50%	6.85	%	6/15/2023	$	13,869	13,712			13,661
		Horizon Telcom, Inc. (2) (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		6/15/2023	$	—	—			(17		)
		Masergy Holdings, Inc. (15)	Second Lien Senior Secured Loan	L+ 7.50%	10.31	%	12/16/2024	$	857	863			840
		Masergy Holdings, Inc. (15) (21)	First Lien Senior Secured Loan	L+ 3.25%	6.05	%	12/15/2023	$	686	684			664
								Telecommunications Total		$	15,240		$	15,122		1.5	%
	Transportation: Cargo	Direct ChassisLink, Inc. (12) (18) (19) (21)	Second Lien Senior Secured Loan	L+ 6.00%	8.53	%	6/15/2023	$	27,685	27,631			26,716
		ENC Holding Corporation (2) (3) (5) (18)	First Lien Senior Secured Loan - Delayed Draw Term Loan	—	—		5/30/2025	$	—	(1		)	(9		)
		ENC Holding Corporation (12) (18) (27)	First Lien Senior Secured Loan	L+ 4.00%	6.80	%	5/30/2025	$	9,775	9,761			9,628
		Grammer Investment Holdings LLC (14) (19) (25)	Equity Interest	—	—		—	$	600	600			600
		Grammer Investment Holdings LLC (14) (19) (25)	Preferred Equity	10% PIK	10.00	%	—	$	6	600			600
		Grammer Investment Holdings LLC (14) (19) (25)	Warrants	—	—		—	$	122	—			—
		Grammer Purchaser, Inc. (3) (15) (18) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.75%	7.27	%	9/30/2024	$	105	106			89
		Grammer Purchaser, Inc. (12) (15) (19) (21)	First Lien Senior Secured Loan	L+ 4.75%	7.27	%	9/30/2024	$	10,500	10,332			10,342
		Omni Logistics, LLC (15) (19) (21)	Subordinated Debt	L+ 11.50%	14.02	%	1/19/2024	$	15,000	14,711			14,625
		PS HoldCo, LLC (12) (15) (21)	First Lien Senior Secured Loan	L+ 4.75%	7.28	%	3/13/2025	$	21,459	21,458			20,922
								Transportation: Cargo Total		$	85,198		$	83,513		8.3	%
	Transportation: Consumer	Direct Travel, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		12/1/2021	$	—	—			—
								Transportation: Consumer Total		$	—		$	—		0.0	%
	Utilities: Electric	CSVC Acquisition Corp	Corporate Bond	—	7.75	%	6/15/2025	$	13,478	12,483			10,311
								Utilities: Electric Total		$	12,483		$	10,311		1.0	%
	Wholesale	Abracon Group Holding, LLC. (14) (19) (25)	Equity Interest	—	—		—	$	2	1,800			1,992
		Abracon Group Holding, LLC. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	—	—		7/18/2024	$	—	(39		)	(28		)
		Aramsco, Inc. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.25%	7.77	%	8/28/2024	$	226	177			133
		Armor Group, LP (14) (19) (25)	Equity Interest	—	—		—	$	10	1,012			1,009
		PetroChoice Holdings, Inc. (15) (19) (21)	First Lien Senior Secured Loan	L+ 5.00%	7.53	%	8/22/2022	$	3,638	3,603			3,602
		PT Holdings, LLC (12) (15) (21)	First Lien Senior Secured Loan	L+ 4.00%	6.80	%	12/9/2024	$	21,671	21,631			21,184
		Specialty Building Products Holdings, LLC (12) (18) (19) (21)	First Lien Senior Secured Loan	L+ 5.75%	8.27	%	10/1/2025	$	16,944	16,841			16,436
		SRS Distribution Inc. (18) (21)	First Lien Senior Secured Loan	L+ 3.25%	5.77	%	5/23/2025	$	20,000	19,505			18,725
								Wholesale Total		$	64,530		$	63,053		6.3	%
								Non-Controlled/Non-Affiliate Investments Total		$	1,449,749		$	1,422,837		142.0	%
Non-Controlled/Affiliate Investments
	Beverage, Food & Tobacco	ADT Pizza, LLC (10) (14) (19) (25)	Equity Interest	—	—		—	$	6,720	6,720			6,720
								Beverage, Food & Tobacco Total		$	6,720		$	6,720		0.7	%
								Non-Controlled/Affiliate Investments Total		$	6,720		$	6,720		0.7	%
Controlled Affiliate Investments
	Aerospace & Defense	BCC Jetstream Holdings Aviation (Off I), LLC (6) (10) (11) (19) (20) (25)	Equity Interest	—	—		—	$	11,863	11,863			13,480
		BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (19) (20) (25)	Equity Interest	—	—		—	$	731	731			1,243
		BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (19) (20)	First Lien Senior Secured Loan	—	10.00	%	6/2/2022	$	4,163	4,163			4,163
		BCC Jetstream Holdings Aviation (On II), LLC (7) (10) (11) (14) (19) (20)	First Lien Senior Secured Loan - Unfunded Commitment	—	—		6/2/2022	$	—	—			—
								Aerospace & Defense Total		$	16,757		$	18,886		1.9	%
	Investment Vehicles	Antares Bain Capital Complete Financing Solution LLC (6) (10) (11) (19) (25)	Investment Vehicle	—	—		—	$	279,891	279,891			279,363
								Investment Vehicles Total		$	279,891		$	279,363		27.9	%
								Controlled Affiliate Investments Total		$	296,648		$	298,249		29.8	%
								Investments Total		$	1,753,117		$	1,727,806		172.5	%
Cash Equivalents
	Cash Equivalents	Goldman Sachs Financial Square Government Fund Institutional Share Class	Cash Equivalents	—	2.52	%	—	$	877	877			877
								Cash Equivalents Total		$	877		$	877		0.1	%
								Investments and Cash Equivalents Total		$	1,753,994		$	1,728,683		172.6	%

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation) (8)
U.S. DOLLARS 8,720	POUND STERLING 6,400	Bank of New York Mellon	9/21/2020	$	355
U.S. DOLLARS 27,914	EURO 22,118	Bank of New York Mellon	1/18/2019	2,185
U.S. DOLLARS 11,541	POUND STERLING 8,262	Bank of New York Mellon	1/18/2019	445
U.S. DOLLARS 12,042	EURO 10,080	Bank of New York Mellon	6/21/2019	344
U.S. DOLLARS 10,065	DANISH KRONE 59,805	Citibank	1/18/2019	568
U.S. DOLLARS 9,957	NORWEGIAN KRONE 77,560	Citibank	1/18/2019	335
U.S. DOLLARS 3,169	AUSTRALIAN DOLLARS 4,127	Citibank	4/11/2019	82
U.S. DOLLARS 13,192	POUND STERLING 9,260	Citibank	4/11/2019	699
U.S. DOLLARS 412	POUND STERLING 310	Citibank	9/21/2020	(7		)
U.S. DOLLARS 3,578	POUND STERLING 2,630	Goldman Sachs	4/11/2019	214
U.S. DOLLARS 3,091	AUD 4,130	Goldman Sachs	6/14/2019	176
U.S. DOLLARS 8,938	DANISH KRONE 55,570	Goldman Sachs	6/14/2019	291
U.S. DOLLARS 11,719	EURO 9,790	Goldman Sachs	6/14/2019	365
U.S. DOLLARS 60,094	POUND STERLING 44,750	Goldman Sachs	6/14/2019	2,679
U.S. DOLLARS 8,994	NORWEGIAN KRONE 72,170	Goldman Sachs	6/14/2019	591
				$	9,322

14

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”),British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), the Bank Bill Swap Rate (“BBSW”), or the Prime Rate (“Prime” or “P”) and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, or Prime and the current weighted average interest rate in effect at December 31, 2018. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, or Prime interest rate floor.

(2) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(3) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4) Percentages are based on the Company’s net assets of $1,001,629 as of December 31, 2018.

(5) The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2018, non-qualifying assets totaled 24.4% of the Company’s total assets.

(7) The assets to be issued will be determined at the time the funds are called.

(8) Unrealized appreciation/(depreciation) on forward currency exchange contracts.

(9) The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian krone, AUD represents Australian and DKK represents Kroner.

(10) As defined in the 1940 Act, the Company is deemed to be an “Affiliated Investment” of the Company as the Company owns five percent or more of the portfolio company’s securities.

(11) As defined in the 1940 Act, the Company is deemed to “Control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(12) Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer. See Note 6  “Borrowings”.

(13) $690 of the total par amount for this security is at P+ 3.75%.

(14) Non-Income Producing.

(15) Loan includes interest rate floor of 1.00%.

(16) Loan includes interest rate floor of 0.75%.

(17) Loan includes interest rate floor of 0.50%.

(18) Loan includes interest rate floor of 0.00%.

(19) Security valued using unobservable inputs (Level 3).

(20) The Company holds non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.

(21) Assets or a portion thereof are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6  “Borrowings”.

(22) The Company generally earns a higher interest rate on the “last out” tranche of debt, to the extent the debt has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(23) $2,267 of the total par amount for this security is at P+ 3.50%.

(24) $472 of the total par amount for this security is at P+ 3.50%.

(25) Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2018, the aggregate fair value of these securities is $308,692 or 30.8% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment	Acquisition Date
BCC Jetstream Holdings Aviation (On II), LLC - Equity Interest	6/1/2017
BCC Jetstream Holdings Aviation (Off I), LLC - Equity Interest	6/1/2017
Antares Bain Capital Complete Financing Solution LLC - Investment Vehicle	11/29/2017
CB Titan Holdings, Inc. - Equity Interest	11/14/2017
Impala Private Investments, LLC - Equity Interest	11/10/2017
Abracon Group Holding, LLC. - Equity Interest	7/18/2018
Armor Group, LP - Equity Interest	8/28/2018
Grammer Investment Holdings LLC - Warrants	10/1/2018
Grammer Investment Holdings LLC - Equity Interest	10/1/2018
Grammer Investment Holdings LLC - Preferred Equity	10/1/2018
ADT Pizza, LLC - Equity Interest	10/29/2018
PP Ultimate Holdings B, LLC - Equity Interest	12/20/2018

(26) Loan includes interest rate floor of 1.25%.

See Notes to Consolidated Financial Statements

15

BAIN CAPITAL SPECIALTY FINANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except share and per share data)

Note 1. Organization

Bain Capital Specialty Finance, Inc. (the “Company”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated, and intends to operate in a manner so as to continuously qualify as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing concurrently with its election to be treated as a BDC. The Company is externally managed by BCSF Advisors, LP (the “Advisor” or “BCSF Advisors”), our investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator” or “BCSF Advisors”).

On November 19, 2018, the Company closed its initial public offering (the “IPO”), which was a Qualified IPO, issuing 7,500,000 shares of its common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.

The Company’s primary focus is capitalizing on opportunities within its Advisor’s Senior Direct Lending Strategy, which seeks to provide risk-adjusted returns and current income to its stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in EBITDA. The Company focuses on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. The Company generally seeks to retain voting control in respect of the loans or particular classes of securities in which the Company invests through maintaining affirmative voting positions or negotiating consent rights that allow the Company to retain a blocking position. The Company may also invest in mezzanine debt and other junior securities and in secondary purchases of assets or portfolios, as described below. Investments are likely to include, among other things, (i) senior first lien, stretch senior, senior second lien, unitranche, (ii) mezzanine debt and other junior investments and (iii) secondary purchases of assets or portfolios that primarily consist of middle-market corporate debt. The Company may also invest, from time to time, in equity securities, distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

Our operations comprise only a single reportable segment.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies. The functional currency of the Company is U.S. dollars and these consolidated financial statements have been prepared in that currency. Prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Basis of Consolidation

The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCSF I, LLC, BCSF II-C, LLC, BCSF CFSH, LLC, BCSF CFS, LLC and BCC Middle Market CLO 2018-1, LLC in its consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the consolidated statements of assets and liabilities as investments at fair value.

16

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Valuation of Portfolio Investments

Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the Board of Directors of the Company (the “Board”), based on, among other things, the input of the Advisor, the Company’s audit committee of the Board (the “Audit Committee) and one or more independent third party valuation firms engaged by the Board.

With respect to unquoted securities, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may 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.

With respect to investments for which market quotations are not readily available, the Advisor will undertake a multi-step valuation process, which includes among other things, the below:

·The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment or by an independent valuation firm;

·Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor. Agreed upon valuation recommendations are presented to the Audit Committee;

·The Audit Committee of the Board reviews the valuations presented and recommends values for each of the investments to the Board; and

·The Board will discuss valuations and determine the fair value of each investment in good faith based upon, among other things, the input of the Advisor, independent valuation firms, where applicable, and the Audit Committee.

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:

17

·Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

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

·Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.

A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.

Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.

The value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.

Securities Transactions, Revenue Recognition and Expenses

The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specified identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Commitment fees are recorded on an accrual basis and recognized as interest income. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.

Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.

Expenses are recorded on an accrual basis.

18

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of June 30, 2019 and December 31, 2018, no loans or debt securities had been placed on non-accrual status.

Distributions

Distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Advisor. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with US GAAP. The Company may pay distributions to its stockholders in a year in excess of its investment company taxable income and net capital gain for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent; they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.

The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

The Company distributes net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to stockholders.

Dividend Reinvestment Plan

The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who elected to “opt in” to the Company’s dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Subsequent to the IPO, stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Organizational and Offering Costs

Organizational costs consist of primarily legal, incorporation and accounting fees incurred in connection with the organization of the Company. Organizational costs are expensed as incurred and are shown in the Company’s consolidated statements of operations.

19

Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, legal, printing and other costs associated with the preparation and filing of applicable registration statements. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in-capital upon each such offering.

20

Cash, Restricted Cash, and Cash Equivalents

Cash and cash equivalents consist of deposits held at custodian banks and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the consolidated schedules of investments. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company’s financing transactions.

Foreign Currency Translation

The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, foreign cash and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation (depreciation) on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the consolidated statements of operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments, respectively, on the consolidated statements of operations.

Forward Currency Exchange Contracts

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting and as such the Company recognizes the value of its derivatives at fair value on the consolidated statements of assets and liabilities with changes in the net unrealized appreciation (depreciation) on forward currency exchange contracts recorded on the consolidated statements of operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation (depreciation) on forward currency exchange contracts are recorded on the consolidated statements of assets and liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the consolidated schedules of investments.

Changes in net unrealized appreciation (depreciation) are recorded on the consolidated statements of operations in net change in unrealized appreciation (depreciation) on forward currency exchange contracts. Net realized gains and losses are recorded on the consolidated statements of operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.

Deferred Financing Costs and Debt Issuance Costs

The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the consolidated statements of assets and liabilities.

Income Taxes

The Company has elected to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its stockholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

21

The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through June 30, 2019 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files the tax return for the tax year ending December 31, 2019. The character of income and gains that the Company will distribute is determined in accordance with income tax regulations that may differ from GAAP. BCSF I, LLC; BCSF II-C, LLC; BCSF CFSH, LLC; BCSF CFS, LLC; and BCC Middle Market CLO 2018-1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of June 30, 2019, the tax years that remain subject to examination are from the inception on October 5, 2015 forward.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures.

Note 3. Investments

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of June 30, 2019 (with corresponding percentage of total portfolio investments):

	As of June 30, 2019
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loans	$	2,118,201	86.9	%	$	2,112,729	87.0	%
First Lien Last Out Loans	27,882		1.1		28,181		1.2
Second Lien Senior Secured Loans	196,831		8.1		192,007		7.9
Subordinated Debt	14,737		0.6		14,775		0.6
Corporate Bonds	31,754		1.3		28,153		1.2
Equity Interests	28,368		1.2		31,456		1.3
Preferred Equity	19,196		0.8		19,980		0.8
Warrants	—		0.0		134		0.0
Total	$	2,436,969	100.0	%	$	2,427,415	100.0	%

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The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2018 (with corresponding percentage of total portfolio investments):

	As of December 31, 2018
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loans	$	1,074,413	61.3	%	$	1,058,839	61.3	%
First Lien Last Out Loans	27,325		1.5		27,488		1.6
Second Lien Senior Secured Loans	263,759		15.0		258,139		14.9
Subordinated Debt	39,711		2.3		39,625		2.3
Corporate Bonds	41,387		2.4		35,023		2.0
Investment Vehicles (1)	279,891		16.0		279,363		16.2
Equity Interests	24,078		1.4		26,522		1.5
Preferred Equity	2,553		0.1		2,807		0.2
Warrants	—		0.0		—		0.0
Total	$	1,753,117	100.0	%	$	1,727,806	100.0	%

(1)Represents equity investment in ABCS.

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of June 30, 2019 (with corresponding percentage of total portfolio investments):

	As of June 30, 2019
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
United States	$	2,191,122	89.9	%	$	2,183,219	89.9	%
United Kingdom	126,701		5.2		125,595		5.2
Germany	24,012		1.0		24,439		1.0
Ireland	20,439		0.8		20,747		0.8
Sweden	18,331		0.8		17,361		0.7
Norway	14,841		0.6		15,100		0.6
France	13,082		0.5		12,581		0.5
Netherlands	11,274		0.5		11,026		0.5
Luxembourg	8,489		0.3		8,683		0.4
Jersey	8,678		0.4		8,664		0.4
Total	$	2,436,969	100.0	%	$	2,427,415	100.0	%

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2018 (with corresponding percentage of total portfolio investments):

	As of December 31, 2018
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
United States (1)	$	1,613,203	92.0	%	$	1,589,936	92.0	%
United Kingdom	59,621		3.4		58,473		3.4
Ireland	22,770		1.3		23,414		1.4
Sweden	18,308		1.0		17,301		1.0
Norway	14,798		0.9		14,798		0.9
France	13,060		0.7		12,631		0.7
Netherlands	11,357		0.7		11,253		0.6
Total	$	1,753,117	100.0	%	$	1,727,806	100.0	%

(1)Includes equity investment in ABCS.

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The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of June 30, 2019 (with corresponding percentage of total portfolio investments):

	As of June 30, 2019
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
High Tech Industries	$	328,835	13.5	%	$	328,022	13.5	%
Healthcare & Pharmaceuticals	215,275		8.8		211,466		8.7
Consumer Goods: Non-Durable	212,324		8.7		211,445		8.7
Aerospace & Defense	185,097		7.6		187,098		7.7
Services: Business	183,071		7.5		182,494		7.5
Capital Equipment	134,012		5.5		133,982		5.5
Wholesale	133,349		5.5		132,523		5.5
Transportation: Cargo	109,929		4.5		110,028		4.5
Consumer Goods: Durable	77,792		3.2		77,609		3.2
Energy: Oil & Gas	76,157		3.1		76,449		3.2
Chemicals, Plastics & Rubber	73,882		3.0		74,384		3.1
Construction & Building	71,280		2.9		71,935		3.0
Media: Advertising, Printing & Publishing	65,482		2.7		65,904		2.7
Transportation: Consumer	59,453		2.5		59,647		2.5
FIRE: Insurance(1)	59,156		2.4		59,278		2.5
Media: Diversified & Production	57,707		2.4		58,055		2.4
Hotel, Gaming & Leisure	53,084		2.2		53,376		2.2
Media: Broadcasting & Subscription	51,989		2.1		52,048		2.2
Services: Consumer	52,070		2.1		51,869		2.1
Retail	39,299		1.6		39,327		1.6
Automotive	26,398		1.1		26,449		1.1
Beverage, Food & Tobacco	30,716		1.3		25,325		1.0
Forest Products & Paper	23,512		1.0		23,591		1.0
Energy: Electricity	22,270		0.9		22,233		0.9
Telecommunications	21,851		0.9		21,906		0.9
Banking	18,158		0.8		18,168		0.7
Environmental Industries	16,685		0.7		16,749		0.7
Containers, Packaging & Glass	14,841		0.6		15,100		0.6
FIRE: Real Estate(1)	10,756		0.4		10,577		0.4
Utilities: Electric	12,539		0.5		10,378		0.4
Total	$	2,436,969	100.0	%	$	2,427,415	100.0	%

(1)Finance, Insurance, and Real Estate (“FIRE”).

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2018 (with corresponding percentage of total portfolio investments):

	As of December 31, 2018
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
Investment Vehicles (1)	$	279,891	16.0	%	$	279,363	16.2	%
High Tech Industries	205,845		11.7		202,999		11.7
Services: Business	137,816		7.9		135,398		7.8
Healthcare & Pharmaceuticals	127,105		7.3		125,745		7.3
Aerospace & Defense	120,070		6.8		121,411		7.0
Transportation: Cargo	85,198		4.9		83,513		4.8
Hotel, Gaming & Leisure	81,487		4.6		80,683		4.7
Consumer Goods: Non-Durable	73,809		4.2		71,439		4.1
Wholesale	64,530		3.7		63,053		3.6
Capital Equipment	44,054		2.5		42,796		2.5
Construction & Building	41,240		2.4		41,582		2.4
Retail	43,263		2.5		41,384		2.4
FIRE: Insurance (2)	43,287		2.5		41,106		2.4
Services: Consumer	41,328		2.4		41,023		2.4
Containers, Packaging & Glass	40,212		2.3		38,694		2.2
Beverage, Food & Tobacco	38,154		2.2		35,613		2.1
Energy: Oil & Gas	31,541		1.8		31,195		1.8
Media: Diversified & Production	30,364		1.7		30,491		1.8
Automotive	29,482		1.7		29,337		1.7
Energy: Electricity	22,368		1.3		22,283		1.3
Forest Products & Paper	22,515		1.3		21,903		1.3
Media: Broadcasting & Subscription	21,868		1.2		20,945		1.2
Media: Advertising, Printing & Publishing	19,635		1.1		19,731		1.1
Chemicals, Plastics & Rubber	19,147		1.1		19,511		1.1
Consumer Goods: Durable	17,098		0.9		17,248		1.0
Environmental Industries	16,489		0.9		16,482		1.0
Telecommunications	15,240		0.9		15,122		0.9
Banking	13,260		0.7		13,235		0.8

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	As of December 31, 2018
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
FIRE: Real Estate (2)	10,714		0.6		10,650		0.6
Utilities: Electric	12,483		0.7		10,311		0.6
FIRE: Finance (2)	3,624		0.2		3,560		0.2
Total	$	1,753,117	100.0	%	$	1,727,806	100.0	%

(1)Represents equity investment in ABCS.

(2)Finance, Insurance, and Real Estate (“FIRE”).

Antares Bain Capital Complete Financing Solution

Prior to April 30, 2019, the Company was party to a limited liability company agreement with Antares Midco Inc. (“Antares”) pursuant to which it invested in ABC Complete Financing Solution LLC, which made investments through its subsidiary, Antares Bain Capital Complete Financing Solution LLC (together with ABC Complete Financing Solution LLC, “ABCS”). ABCS, an unconsolidated Delaware limited liability company, was formed on September 27, 2017 and commenced operations on November 29, 2017. ABCS’ principal purpose was to make investments, primarily in senior secured unitranche loans. The Company recorded its investment in ABCS at fair value. Distributions of income received from ABCS, if any, were recorded as dividend income from controlled affiliate investments in the consolidated statements of operations. Distributions received from ABCS in excess of income earned at ABCS, if any, were recorded as a return of capital and reduced the amortized cost of controlled affiliate investments.

The Company and Antares, as members of ABCS, agreed to contribute capital up to (subject to the terms of their agreement) $950.0 million in aggregate to purchase equity interests in ABCS, with the Company and Antares contributing up to $425.0 million and $525.0 million, respectively. Funding of such commitments generally required the consent of both Antares Credit Opportunities Manager LLC and the Advisor on behalf of Antares and the Company, respectively. ABCS was capitalized with capital contributions from its members on a pro-rata basis based on their maximum capital contributions as transactions were funded after they had been approved.

Investment decisions of ABCS required the consent of both the Advisor and Antares Credit Opportunities Manager LLC, as representatives of the Company and Antares, respectively. Each of the Advisor and Antares sourced investments for ABCS.

On April 30, 2019, the Company formed BCSF Complete Financing Solution Holdco, LLC (“BCSF CFSH, LLC”) and BCSF Complete Financing Solution, LLC (“BCSF Unitranche” or “BCSF CFS, LLC”), wholly-owned, newly-formed, subsidiaries. The Company received its proportionate share of all assets which represented 44.737% of ABCS. The portfolio of investments that was distributed comprised of 25 senior secured unitranche loans with a fair value of $919.0 million and cash of $3.2 million. The Company also assumed the obligation to fund outstanding unfunded commitments of $31.4 million. In connection with the distribution, the Company recognized a realized gain of $0.3 million. The Company is no longer a member of ABCS. The distribution of assets received by the Company have been included in the Company’s consolidated financial statements and notes thereto.

In conjunction with the distribution from ABCS, on April 30, 2019, BCSF CFS, LLC entered into a loan and security agreement (the “JPM Credit Agreement” or the “JPM Credit Facility”) as borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. On the date of the ABCS distribution, the Company had $577.5 million outstanding on the JPM Credit Facility. See Note 6 for additional information on the JPM Credit Facility.

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Below is selected balance sheet information for ABCS as of December 31, 2018:

Selected Balance Sheet Information

	As of December 31, 2018
Loans, net of allowance of $17,616 (1)	$	1,616,795
Cash, restricted cash and other assets	52,240
Total assets	$	1,669,035
Debt (2)	$	1,027,615
Other liabilities	30,762
Total liabilities	$	1,058,377
Members’ equity	610,658
Total liabilities and members’ equity	$	1,669,035

(1)ABCS is not considered an investment company and does not follow the accounting and reporting guidelines in ASC 946. ABCS applies an allowance for loan loss methodology prescribed by FASB ASC 310, Receivables, and FASB ASC 450 Contingencies. The allowance for loan loss as of December 31, 2018 is a general allowance, there was no specific allowance for loan losses during the period. The Company estimates a fair value for each loan in the ABCS portfolio, which is presented in the Antares Bain Capital Complete Financing Solution schedule of investments below, which is an input to the Company’s valuation of ABCS as a whole.

(2)Net of $3.6 million deferred financing costs for the ABCS Facility, December 31, 2018.

Below is selected statements of operations information for the three and six months ended June 30, 2019 and 2018:

Selected Statements of Operations Information

	For the Three Months Ended					For the Six Months Ended
	June 30, 2019 (1)			June 30, 2018		June 30. 2019		June 30, 2018
Interest Income	$	14,583		$	23,210	$	53,494	$	43,128
Fee income	29		��	867		217		947
Total revenues	14,612			24,077		53,711		44,075
Credit facility expenses	5,748			10,813		22,008		19,720
Other fees and expenses	1,595			1,130		6,661		2,478
Total expenses	7,343			11,943		28,669		22,198
Net investment income	7,269			12,134		25,042		21,877
Net increase in members’ capital from operations	$	7,269		$	12,134	$	25,042	$	21,877

(1)The ABCS distribution was effective April 30, 2019.

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Antares Bain Capital Complete Financing Solution

Schedule of Investments

As of December 31, 2018

(In Thousands)

Portfolio Company	Spread Above Index (1)	Interest Rate		Maturity Date	Principal/ Par Amount		Carrying Value		Fair Value (2)
Investments
Corporate Debt
Delayed Draw Term Loan
Chemicals, Plastics & Rubber
PRCC Holdings, Inc.	L+ 6.50%	9.02	%	2/1/2021	$	11,878	$	11,878	$	11,878
Total Chemicals, Plastics & Rubber							11,878		11,878
Consumer Goods: Non-Durable
Solaray, LLC	L+ 5.75%	8.49	%	9/9/2023	$	26,680	26,389		26,547
Solaray, LLC (3)	—	—		9/9/2023	$	—	—		(33		)
Total Consumer Goods: Non-Durable							26,389		26,514
FIRE: Insurance
Margaux Acquisition Inc. (3)	—	—		12/19/2024	$	—	—		(417		)
Total FIRE: Insurance							—		(417		)
High Tech Industries
Element Buyer, Inc. (3)	—	—		7/19/2025	$	—	—		(133		)
Element Buyer, Inc.	L+ 5.25%	7.76	%	7/19/2025	$	7,600	7,473		7,543
Total High Tech Industries							7,473		7,410
Media: Advertising, Printing & Publishing
Ansira Holdings, Inc.	L+ 5.75%	8.27	%	12/20/2022	$	2,478	2,472		2,459
Ansira Holdings, Inc. (3)	—	—		12/20/2022	$	—	—		(56		)
Total Media: Advertising, Printing & Publishing							2,472		2,403
Services: Consumer
McKissock, LLC	L+ 5.75%	8.55	%	8/5/2021	$	2,605	2,583		2,605
Total Services: Consumer							2,583		2,605
Transportation: Consumer
Direct Travel, Inc.	L+ 6.50%	9.12	%	12/1/2021	$	1,672	1,669		1,672
Direct Travel, Inc.	—	—		12/1/2021	$	—	—		—
Total Transportation: Consumer							1,669		1,672
Total Delayed Draw Term Loan							$	52,464	$	52,065
First lien senior secured loan
Aerospace & Defense
API Technologies Corp.	L+ 5.75%	8.27	%	4/20/2024	$	117,861	116,559		117,566
Total Aerospace & Defense							116,559		117,566
Capital Equipment
Tidel Engineering, L.P.	L+ 6.25%	9.05	%	3/1/2024	$	86,442	86,415		86,442
Total Capital Equipment							86,415		86,442
Chemicals, Plastics & Rubber
AP Plastics Group, LLC	L+ 5.25%	7.60	%	8/1/2022	$	48,398	48,348		47,914
PRCC Holdings, Inc.	L+ 6.50%	9.02	%	2/1/2021	$	73,813	73,813		73,813
Total Chemicals, Plastics & Rubber							122,161		121,727
Construction & Building
Profile Products LLC	L+ 5.75%	8.54	%	12/20/2024	$	78,832	77,614		77,256
Total Construction & Building							77,614		77,256
Consumer Goods: Durable
Home Franchise Concepts, Inc.	L+ 5.00%	7.43	%	7/9/2024	$	69,091	68,773		68,400
Stanton Carpet Corp. (7)	L+ 5.50%	8.04	%	11/21/2022	$	60,231	60,179		59,629
Total Consumer Goods: Durable							128,952		128,029
Consumer Goods: Non-Durable
Solaray, LLC	L+ 5.75%	8.49	%	9/9/2023	$	96,230	95,175		95,749
Total Consumer Goods: Non-Durable							95,175		95,749
Energy: Oil & Gas
Amspec Services, Inc.	L+ 5.75%	8.55	%	7/2/2024	$	90,025	88,986		86,874
Total Energy: Oil & Gas							88,986		86,874
FIRE: Insurance
Margaux Acquisition Inc.	L+ 6.00%	8.80	%	12/19/2024	$	65,125	63,766		63,822
Margaux UK Finance Limited	GBP LIBOR+ 6.00%	7.00	%	12/19/2024	£	17,356	21,651		21,665
Total FIRE: Insurance							85,417		85,487
High Tech Industries
Caliper Software, Inc.	L+ 5.50%	8.02	%	11/28/2025	$	68,182	67,509		67,159
Element Buyer, Inc.	L+ 5.25%	7.78	%	7/19/2025	$	85,287	83,863		84,647
Total High Tech Industries							151,372		151,806
Media: Advertising, Printing & Publishing
Ansira Holdings, Inc.	L+ 5.75%	8.27	%	12/20/2022	$	81,011	80,874		80,404
Cruz Bay Publishing, Inc. (5)	L+ 5.75%	8.30	%	6/6/2019	$	11,418	11,418		11,418
Cruz Bay Publishing, Inc. (6)	L+ 6.75%	9.57	%	6/6/2019	$	3,813	3,813		3,813
Total Media: Advertising, Printing & Publishing							96,105		95,635
Media: Diversified & Production
Efficient Collaborative Retail Marketing Company, LLC	L+ 6.75%	9.55	%	6/15/2022	$	22,800	22,722		22,572
Efficient Collaborative Retail Marketing Company, LLC	L+ 6.75%	9.56	%	6/15/2022	$	33,741	33,241		33,404
Total Media: Diversified & Production							55,963		55,976
Retail
Batteries Plus Holding Corporation	L+ 6.75%	9.27	%	7/6/2022	$	68,156	68,156		68,156
Total Retail							68,156		68,156
Services: Business
TEI Holdings Inc.	L+ 6.00%	8.80	%	12/20/2023	$	118,589	117,726		117,403
Total Services: Business							117,726		117,403
Services: Consumer
McKissock, LLC	L+ 5.75%	8.55	%	8/5/2021	$	8,071	8,004		8,071
McKissock, LLC	L+ 5.75%	8.55	%	8/5/2021	$	42,144	41,792		42,460
Total Services: Consumer							49,796		50,531
Transportation: Consumer
Direct Travel, Inc.	L+ 6.50%	9.30	%	12/1/2021	$	112,153	111,789		112,153
Total Transportation: Consumer							111,789		112,153
Wholesale
Abracon Group Holding, LLC. (4)	L+ 5.75%	8.56	%	7/18/2024	$	81,497	80,367		80,682
Aramsco, Inc.	L+ 5.25%	7.77	%	8/28/2024	$	50,343	49,394		48,958
Total Wholesale							129,761		129,640
Total First Lien Senior Secured							$	1,581,947	$	1,580,430
Total Corporate Debt							$	1,634,411	$	1,632,495
Total Investments							$	1,634,411	$	1,632,495

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR and the current weighted average interest rate in effect at December 31, 2018. Certain investments are subject to a LIBOR interest rate floor.

(2) Fair Value determined by the Advisor.

(3) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(4) $204 of the total par amount for this security is at P + 4.75%.

(5) $158 of the total par amount for this security is at P + 4.75%.

(6) $53 of the total par amount for this security is at P + 5.75%.

(7) $391 of the total par amount for this security is at P + 4.50%.

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Note 4. Fair Value Measurements

Fair Value Disclosures

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of June 30, 2019, according to the fair value hierarchy:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Investments:
First Lien Senior Secured Loans	$	—	$	472,599	$	1,640,130	$	2,112,729
First Lien Last Out Loans	—		—		28,181		28,181
Second Lien Senior Secured Loans	—		72,061		119,946		192,007
Subordinated Debt	—		—		14,775		14,775
Corporate Bonds	—		28,153		—		28,153
Equity Interests	—		—		31,456		31,456
Preferred Equity	—		—		19,980		19,980
Warrants	—		—		134		134
Total Investments	$	—	$	572,813	$	1,854,602	$	2,427,415
Cash equivalents	$	127,479	$	—	$	—	$	127,479
Forward currency exchange contracts (asset)	$	—	$	331	$	—	$	331
Forward currency exchange contracts (liability)	$	—	$	158	$	—	$	158

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2018, according to the fair value hierarchy:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Investments:
First Lien Senior Secured Loans	$	—	$	619,352	$	439,487	$	1,058,839
First Lien Last Out Loans	—		—		27,488		27,488
Second Lien Senior Secured Loans	—		112,585		145,554		258,139
Subordinated Debt	—		—		39,625		39,625
Corporate Bonds	—		35,023		—		35,023
Investment Vehicles (1)	—		—		279,363		279,363
Equity Interests	—		—		26,522		26,522
Preferred Equity	—		—		2,807		2,807
Warrants	—		—		—		—
Total Investments	$	—	$	766,960	$	960,846	$		1,727,806
Cash equivalents	$	877	$	—	$	—	$		877
Forward currency exchange contracts (liability)	$	—	$	9,322	$	—	$		9,322

(1)Represents equity investment in ABCS.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2019:

	First Lien Senior Secured Loans			First Lien Last Out Loans			Second Lien Senior Secured Loans			Subordinated Debt			Investment Vehicles			Equity Interest			Preferred Equity		Warrants		Total Investments
Balance as of January 1, 2019	$	439,487		$	27,487		$	145,555		$	39,625		$	279,363		$	26,521		$	2,807	$	—	$	960,845
Purchases of investments and other adjustments to cost	455,611			422			20,096			—			64,741			4,290			16,627		—		561,787
Distribution to Company from ABCS	918,870			—			—			—			(346,329		)	—			—		—		572,541
Paid-in-kind interest	9			169			—			—			—			—			16		—		194
Net accretion of discounts (amortization of premiums)	817			49			136			26			—			—			—		—		1,028
Proceeds from principal repayments and sales of investments	(201,336		)	(82		)	(35,216		)	(25,000		)	1,432			(160		)	—		—		(260,362		)
Net change in unrealized appreciation (depreciation) on investments	2,403			136			333			124			528			645			530		134		4,833
Net realized gains (losses) on investments	(15		)	—			270			—			265			160			—		—		680
Transfers out of Level 3	(97,869		)	—			(17,384		)	—			—			—			—		—		(115,253		)
Transfers to Level 3	122,153			—			6,156			—			—			—			—		—		128,309
Balance as of June 30, 2019	$	1,640,130		$	28,181		$	119,946		$	14,775		$	—		$	31,456		$	19,980	$	134	$	1,854,602
Change in unrealized appreciation (depreciation) attributable to investments still held at June 30, 2019	$	1,995		$	136		$	(581	)	$	124		$	—		$	645		$	530	$	134	$	2,983

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Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the six months ended June 30, 2019, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the six months ended June 30, 2019, transfers from Level 3 to Level 2 were primarily due to increased price transparency.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2018:

	First Lien Senior Secured Loans			First Lien Last Out Loans			Second Lien Senior Secured Loans			Investment Vehicles (1)			Equity Interest		Preferred Equity		Total Investments
Balance as of January 1, 2018	$	215,339		$	30,516		$	84,722		$	178,410		$	9,763	$	1,964	$	520,714
Purchases of investments and other adjustments to cost	204,803			230			34,569			21,934			2,913		—		264,449
Net accretion of discounts	310			38			98			—			—		—		446
Proceeds from principal repayments and sales of investments	(75,429		)	(51		)	(5,971		)	(1,310		)	—		—		(82,761		)
Net change in unrealized appreciation (depreciation) on investments	(1,668		)	(1,267		)	(1,409		)	1,255			750		205		(2,134		)
Net realized gains on investments	10			—			19			—			—		—		29
Transfers out of Level 3	(5,283		)	—			—			—			—		—		(5,283		)
Transfers to Level 3	—			—			14,701			—			—		—		14,701
Balance as of June 30, 2018	$	338,082		$	29,466		$	126,729		$	200,289		$	13,426	$	2,169	$	710,161
Change in unrealized appreciation attributable to investments still held at June 30, 2018	$	(1,438	)	$	(1,267	)	$	(1,409	)	$	1,255		$	750	$	205	$	(1,904	)

(1)Represents equity investment in ABCS.

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the six months ended June 30, 2018, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the six months ended June 30, 2018, the transfer from Level 3 to Level 2 was primarily due to increased price transparency.

Significant Unobservable Inputs

ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.

29

	As of June 30, 2019
	Fair Value of Level 3 Assets(1)		Valuation Technique	Significant Unobservable Inputs	Range of Significant Unobservable Inputs (Weighted Average (2))
First Lien Senior Secured Loans	$	6,344	Comparable Company Multiple	Book Value Multiple	1.0x-1.0x (1.0x)
First Lien Senior Secured Loans	1,022,096		Discounted Cash Flows	Comparative Yields	4.5%-12.5% (7.6%)
First Lien Senior Secured Loans	18,000		Collateral Analysis	Recovery Rate	100%
First Lien Last Out	28,181		Discounted Cash Flows	Comparative Yields	7.1%-13.0% (10.6%)
Second Lien Senior Secured Loans	98,490		Discounted Cash Flows	Comparative Yields	5.9%-13.5% (9.8%)
Subordinated Debt	14,775		Discounted Cash Flows	Comparative Yields	15.1%-15.1% (15.1%)
Equity Interest	15,684		Comparable Company Multiple	Book Value Multiple	1.0x-1.0x (1.0x)
Equity Interest	15,215		Comparable Company Multiple	EBITDA Multiple	6.5x-13.5x (8.8x)
Preferred Equity	8,274		Comparable Company Multiple	EBITDA Multiple	6.5x-12.0x (10.7x)
Warrants	134		Comparable Company Multiple	EBITDA Multiple	6.5x-6.5x (6.5x)
Total investments	$	1,227,193

(1)Included within the Level 3 assets of $1,854,602 is an amount of $627,409 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions).

(2)Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach, collateral analysis approach, and market approach to determine the fair value of certain Level 3 assets as of June 30, 2019. The significant unobservable input used in the income approach is the comparative yield. The comparative yield is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the collateral analysis approach is the recovery rate. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2018 were as follows:

	As of December 31, 2018
	Fair Value of Level 3 Assets(1)		Valuation Technique	Significant Unobservable Inputs	Range of Significant Unobservable Inputs (Weighted Average(2))
First Lien Senior Secured Loans	$	248,967	Discounted Cash Flows	Comparative Yields	5.4%-12.8% (8.1%)
First Lien Senior Secured Loans	4,163		Comparable Company Multiple	Book Value Multiple	1x-1x (1x)
First Lien Senior Secured Loans	11,500		Collateral Analysis	Recovery Rate	100%
First Lien Last Out Loans	27,454		Discounted Cash Flows	Comparative Yields	8.6%-14.5% (12.1%)
Second Lien Senior Secured Loans	85,980		Discounted Cash Flows	Comparative Yields	6.6%-14.5% (10.6%)
Subordinated Debt	39,625		Discounted Cash Flows	Comparative Yields	10.0%-16.2% (12.3%)
Investment Vehicles (3)	279,363		Other	—	—

30

	As of December 31, 2018
	Fair Value of Level 3 Assets(1)		Valuation Technique	Significant Unobservable Inputs	Range of Significant Unobservable Inputs (Weighted Average(2))
Equity Interest	3,000		Comparable Company Multiple	EBITDA Multiple	13.3x-13.5x (13.4x)
Equity Interest	14,723		Comparable Company Multiple	Book Value Multiple	1x-1x (1x)
Preferred Equity	2,207		Comparable Company Multiple	EBITDA Multiple	10.5x-10.5x (10.5x)
Total investments	$	716,982

(1)Included within the Level 3 assets of $960,846 is an amount of $243,864 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions).

(2)Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

(3)Represents equity investment in ABCS. The Company determines the fair value of its investment in ABCS giving consideration to the assets and liabilities of ABCS, at fair value, including consideration of any necessary adjustments.  The fair value of the loans held by ABCS have been determined based upon recent transactions or the use of discounted cash flows, with comparative yields ranging from 7.7% to 10.9% and a weighted average of 8.9%. The carrying value of the ABCS Facility approximates fair value.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2018. The significant unobservable input used in the income approach is the comparative yield. The comparative yield is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

The fair value of the BCSF Revolving Credit Facility (as defined in Note 6), which is categorized as Level 3 within the fair value hierarchy as of June 30, 2019 and December 31, 2018, approximates the carrying value of such facility. The fair values of the 2018-1 Notes (as defined in Note 6), which are categorized as Level 3 within the fair value hierarchy as of  June 30, 2019, approximate the carrying value of such facilities. The fair value of the Citibank Revolving Credit Facility (as defined in Note 6), which is categorized as Level 3 within the fair value hierarchy as of  June 30, 2019, approximates the carrying value of such facility. The fair value of the JPM Credit Facility (as defined in Note 6), which is categorized as Level 3 within the fair value hierarchy as of  June 30, 2019, approximates the carrying value of such facility.

Note 5. Related Party Transactions

Investment Advisory Agreement

The Company has entered into the first amended and restated investment advisory agreement as of November 14, 2018 (the “Investment Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities. On November 28, 2018, the Board, including a majority of the Independent Directors, approved a second amended and restated advisory agreement (the “Amended Advisory Agreement”) between the Company and BCSF Advisors, LP (“the Advisor”). On February 1, 2019, Shareholders approved the Amended Advisory Agreement which replaced the existing Investment Advisory Agreement.

Base Management Fee

The Company pays the Advisor a base management fee (the “Base Management Fee”), accrued and payable quarterly in arrears. The Base Management Fee is calculated at an annual rate of 1.50% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters (and, in the case of our first quarter, our gross assets as of such quarter-end). Such amount shall be 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 by the Company during a calendar quarter. The Base Management Fee for any partial quarter will be appropriately prorated. Effective February 1, 2019, the base management fee has been revised to a tiered management fee structure so that the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio down to 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.

31

The Advisor, however, contractually waived its right to receive the Base Management Fee in excess of 0.75% of the aggregate gross assets excluding cash (including capital drawn to pay the Company’s expenses) during any period prior to the IPO. Additionally, for the period from the date of the IPO through December 31, 2018, the Advisor voluntarily waived its right to receive the Base Management Fee in excess of 0.75%. The Advisor was not permitted to recoup any waived amounts. In certain previous filings, management fees were presented on a net basis.

For the three months ended June 30, 2019 and 2018 management fees were $8.0 million and $3.8 million, respectively. For the six months ended June 30, 2019 and 2018 management fees were $14.7 million and $7.0 million, respectively. For the three months ended June 30, 2019, $0.0 million was contractually waived and $1.6 million was voluntarily waived. For the six months ended June 30, 2019, $0.0 million was contractually waived and $3.9 million was voluntarily waived. For the three months ended June 30, 2018, $1.9 million was contractually waived and $0.0 million was voluntarily waived. For the six months ended June 30, 2018, $3.5 million was contractually waived and $0.0 million was voluntarily waived.

As of June 30, 2019 and December 31, 2018, management fees payable were $6.4 million and $3.0 million, respectively.

Incentive Fee

For the periods ended June 30, 2019 and 2018, the incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.

The first part, the Incentive Fee based on income (the “Income Fee”), is calculated and payable quarterly in arrears as detailed below.

The second part, the capital gains incentive fee, is determined and payable in arrears as detailed below.

Incentive Fee on Pre-Incentive Fee Net Investment Income

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.

Prior to the calendar quarter that commences on January 1, 2019 the incentive on income was calculated as follows:

(i)15.0% of the pre-incentive fee net investment income for the current quarter prior to the IPO; or

(ii)17.5% of the pre-incentive fee net income for the current quarter after the IPO;: and

(i)15.0% of all remaining pre-incentive fee net investment income above the “catch-up” prior to the IPO, or

(ii)17.5% of all remaining pre-incentive fee net investment income above the “catch-up” after the IPO.

Beginning with the calendar quarter that commences on January 1, 2019, the incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2019 (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar quarters that commence on or after January 1, 2019) (in either case, the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”

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With respect to any calendar quarter that commences on or after January 1, 2019, pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to our NAV at the beginning of each applicable calendar quarter for our subscriptions (which shall include all issuances by us of shares of our Common Stock, including issuances pursuant to the Company’s dividend reinvestment plan) and distributions during the applicable calendar quarter.

Commencing on January 1, 2019, the quarterly incentive fee based on income is calculated, subject to the Incentive Fee Cap (as defined below), based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the Hurdle Amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” The incentive fee based on income that is paid to the Advisor in respect of a particular calendar quarter will equal the Excess Income Amount less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

The incentive fee based on income for each calendar quarter is determined as follows:

(i)No incentive fee based on income is payable to the Advisor for any calendar quarter for which there is no Excess Income Amount;

(ii)100% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Amount, but is less than or equal to an amount, which the Company refers to as the “Catch-up Amount,” determined as the sum of 1.8182% multiplied by our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters; and

(iii)17.5% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.

Incentive Fee Cap

With respect to any calendar quarter that commences on or after January 1, 2019, the incentive fee based on income is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

“Cumulative Net Return” during the relevant Trailing Twelve Quarters means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no incentive fee based on income to the Advisor in respect of that quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the Incentive Fee Cap in respect of such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

For the three months ended June 30, 2019 and 2018, the Company incurred $4.5 million and $2.0 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations. The Advisor has voluntarily waived $0.0 million and $1.0 million, respectively, of the income incentive fees earned by the Advisor during the three months ended June 30, 2019 and 2018. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

For the six months ended June 30, 2019 and 2018, the Company incurred $8.6 million and $3.6 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations. The Advisor has voluntarily waived $2.0 million and $1.0 million, respectively, of the income incentive fees earned by the Advisor during the six months ended June 30, 2019 and 2018. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

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As a result of the income incentive fee waivers, the Company incurred $4.5 and $6.6 million of income incentive fees (after waivers) for the three and six months ended June 30, 2019, respectively. As a result of the income incentive fee waivers, the Company incurred $1.0 and $2.6 million of income incentive fees (after waivers) for the three and six months ended June 30, 2018, respectively.

As of June 30, 2019 and December 31, 2018, there was $4.5 million and $3.3 million, respectively, related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

On October 11, 2018, the Board approved, subject to completion of the IPO, the Investment Advisory Agreement. Beginning with the calendar quarter that commenced January 1, 2019, this Investment Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period. The Amended Advisory Agreement approved by Stockholders on February 1, 2019 contains the same provisions.

Annual Incentive Fee Based on Capital Gains

The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date), and equals (i) 15% of our realized capital gains as of the end of the fiscal year prior to the IPO, and (ii) 17.5% of our realized capital gains as of the end of the fiscal year after the IPO. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal 15% before the IPO or 17.5% after the IPO, as applicable, of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

Because the IPO occurred on a date other than the first day of a fiscal year, a capital gains incentive fee was calculated as of the day before the IPO, with such capital gains incentive fee paid to the Advisor following the end of the fiscal year in which the IPO occurred. For the avoidance of doubt, such capital gains incentive fee was equal to 15% of the Company’s realized capital gains on a cumulative basis from inception through the day before the IPO, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Following the IPO, solely for the purposes of calculating the capital gains incentive fee, the Company will be deemed to have previously paid capital gains incentive fees prior to the IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gains incentive fees for all periods prior to the IPO by (b) the percentage obtained by dividing (x) 17.5% by (y) 15%. In the event that the Investment Advisory Agreement shall terminate as of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee.

There was no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of June 30, 2019 and December 31, 2018.

US GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Amended Advisory Agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the Amended Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.

For the three months ended June 30, 2019 the Company incurred $0.0 million of incentive fees related to the GAAP Incentive Fee which is included in incentive fees on the consolidated statements of operations. For the three months ended June 30, 2018, there

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was a reduction of $1.1 million in incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the consolidated statements of operations. For the six months ended June 30, 2019 the Company incurred $0.0 million of incentive fees related to the GAAP Incentive Fee which is included in incentive fees on the consolidated statements of operations. For the six months ended June 30, 2018, there was a reduction of $0.7 million in incentive fees related to the GAAP Incentive Fee which is included in incentive fees on the consolidated statements of operations. As of June 30, 2019 and December 31, 2018, there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor (in such capacity, the “Administrator”), pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board. The Company incurred expenses related to the Administrator of $0.4 million and $0.0 million for the three months ended June 30, 2019 and 2018, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the Administrator of $0.5 million and $0.0 million for the six months ended June 30, 2019 and 2018, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended June 30, 2019 and 2018, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the sub-administrator of $0.3 million and $0.3 million for the six months ended June 30, 2019 and 2018, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.

Resource Sharing Agreement

The Company’s investment activities are managed by the Advisor, an investment adviser that is registered with the SEC under the Advisers Act. The Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.

The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, LP (“Bain Capital Credit”), pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Amended Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.

Co-investments

The Company will invest alongside our affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments will be made only in accordance with the terms of the exemptive order the Company received from the SEC initially on August 23, 2016, as amended on March 23, 2018 (the “Order”). Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of our or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board’s approved criteria. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which funds will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.

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Related Party Commitments

Prior to the IPO, the Advisor made commitments of $10.8 million to the Company as of December 31, 2018, of which $7.8 million had been called by the Company as of December 31, 2018. As of June 30, 2019 and December 31, 2018, the Advisor held 389,582.42 and 389,476.18 shares of the Company’s common stock, respectively. An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. Collectively, these investors had made commitments to the Company of $555.3 million as of December 31, 2018 of which $388.7 million had been called by the Company as of December 31, 2018. These investors held 10,427,487.49 and 19,306,284.66 shares of the Company at June 30, 2019 and December 31, 2018, respectively.

All outstanding commitments were cancelled due the completion of the IPO on November 15, 2018.

Non-Controlled/Affiliate and Controlled Affiliate Investments

Transactions during the six months ended June 30, 2019 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:

Portfolio Company	Principal/ Par Amount		Fair Value as of December 31, 2018		Gross Addition		Gross Reductions			Change in Unrealized Gains (Losses)			Realized Gains (Losses)		Fair Value as of June 30, 2019		Dividend and Interest Income		Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest (1)	$	6,720	$	6,720	$	—	$	—		$	—		$	—	$	6,720	$	—	$	—
Total Non-Controlled/affiliate investment	$	6,720	$	6,720	$	—	$	—		$	—		$	—	$	6,720	$	—	$	—
Controlled affiliate investment
ACC Holdco, LLC, Preferred Equity	$	11,706	$	—	$	11,703	$	—		$	3		$	—	$	11,706	$	—	$	4
Air Comm Corporation LLC, First Lien Senior Secured Loan	27,435		—		26,605		—			7			—		26,612		16		—
Antares Bain Capital Complete Financing Solution LLC, Investment Vehicle	—		279,363		1,432		(281,589		)	529			265		—		13,875		—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest	1,116		1,243		384		—			(293		)	—		1,334		56		—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan	6,344		4,163		2,199		(18		)	—			—		6,344		223		—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest	11,863		13,480		—		—			870			—		14,350		582		—
Total Controlled affiliate investment	$	58,464	$	298,249	$	42,323	$	(281,607	)	$	1,116		$	265	$	60,346	$	14,752	$	4
Total	$	65,184	$	304,969	$	42,323	$	(281,607	)	$	1,116		$	265	$	67,066	$	14,752	$	4

(1)                     Non-income producing.

Transactions during the year ended December 31, 2018 in which the issuer was either an Affiliated Person or an Affiliated Person a portfolio company that the Company is deemed to Control are as follows:

Portfolio Company	Principal/ Par Amount		Fair Value as of December 31, 2017		Gross Addition		Gross Reductions			Change in Unrealized Gains (Losses)			Realized Gains (Losses)		Fair Value as of December 31, 2018		Dividend and Interest Income		Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest (1)	$	6,720	$	—	$	6,720	$	—		$	—		$	—	$	6,720	$	—	$	—
Total Non-Controlled/affiliate investment	$	6,720	$	—	$	6,720	$	—		$	—		$	—	$	6,720	$	—	$	—
Controlled affiliate investment
Antares Bain Capital Complete Financing Solution LLC, Investment Vehicle	$	279,891	$	178,410	$	103,148	$	(1,310	)	$	(885	)	$	—	$	279,363	$	24,492	$	—
BCC Jetstream Holdings Aviation (On II), LLC, Unfunded Commitment (1)	—		—		—		—			—			—		—		—		—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest	731		424		407		—			412			—		1,243		30		—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan	4,163		1,837		2,326		—			—			—		4,163		312		—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest	11,863		7,839		4,459		—			1,181			—		13,479		866		—
Total Controlled affiliate investment	$	296,648	$	188,510	$	110,340	$	(1,310	)	$	708		$	—	$	298,248	$	25,700	$	—
Total	$	303,368	$	188,510	$	117,060	$	(1,310	)	$	708		$	—	$	304,968	$	25,700	$	—

(1)                     Non-income producing.

Note 6. Borrowings

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective February 2, 2019, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of June 30, 2019 and December 31, 2018, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 168% and 257%, respectively.

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The Company’s outstanding borrowings as of June 30, 2019 and December 31, 2018 were as follows:

	As of June 30, 2019						As of December 31, 2018
	Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value (1)		Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value (1)
BCSF Revolving Credit Facility	$	500,000	$	361,865	$	361,865	$	500,000	$	271,265	$	271,265
2018-1 Notes	365,700		365,700		363,745		365,700		365,700		363,660
Citibank Revolving Credit Facility	350,000		192,129		192,129		—		—		—
JPM Credit Facility	666,581		587,357		587,357		—		—		—
Total Debt	$	1,882,281	$	1,507,051	$	1,505,096	$	865,700	$	636,965	$	634,925

(1)Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2019 and year ended December 31, 2018 were 4.9% and 4.3%, respectively.

The following table shows the contractual maturities of our debt obligations as of June 30, 2019:

	Payments Due by Period
	Total		Less than 1 year		1 — 3 years		3 — 5 years		More than 5 years
BCSF Revolving Credit Facility	$	361,865	$	—	$	—	$	361,865	$	—
2018-1 Notes	365,700		—		—		—		365,700
Citibank Revolving Credit Facility	192,129		—		192,129		—		—
JPM Credit Facility	587,357		—		—		587,357		—
Total Debt Obligations	$	1,507,051	$	—	$	192,129	$	949,222	$	365,700

SMBC Revolving Credit Agreement

On December 22, 2016, the Company entered into the revolving credit agreement (the “SMBC Revolving Credit Agreement”). The maximum commitment amount under the SMBC Revolving Credit Facility was $150.0 million, and may be increased up to $350.0 million (“Maximum Commitment”) with the consent of SMBC or reduced upon our request. Effective July 31, 2018, the Company reduced the commitment amount under the SMBC Revolving Credit Facility to $85.0 million. Proceeds under the SMBC Revolving Credit Facility may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments. The SMBC Revolving Credit Agreement contains certain covenants, including maintaining an asset coverage ratio of total assets to total borrowings of at least 200%.

Borrowings under the SMBC Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin. The SMBC Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 1.40%. The Company pays an unused commitment fee of: (a) where the Maximum Commitment which is unused on such date is greater than fifty (50) percent of the Maximum Commitment, a rate of 20 basis points (0.20%) per annum; or (b) where the Maximum Commitment which is unused on such date is less than or equal to fifty (50) percent of the Maximum Commitment, a rate of 15 basis points (0.15%) per annum. Interest is payable in arrears either on a one month, two month, three month or six month LIBOR period. Any amounts borrowed under the SMBC Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) December 22, 2019; (b) the date upon which SMBC declares the obligations, or the obligations become, due and payable after the occurrence of an event of default under the SMBC Revolving Credit Facility; (c) the date upon which the Company terminates the commitments under the SMBC Revolving Credit Facility; and (d) 45 days prior to the earlier of (1) the date upon which the commitment period under the subscription agreements terminates and (2) the date upon which the ability to make capital calls and receive capital contributions otherwise terminates.

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On November 21, 2018, the SMBC Revolving Credit Facility was terminated. The proceeds from the initial public offering on November 15, 2018, were used to repay the total outstanding debt.

For the three months ended June 30, 2019 and 2018, the components of interest expense related to the Revolving Credit Facility were as follows:

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	—	$	1,009
Unused facility fee	—		13
Amortization of deferred financing costs and upfront commitment fees	—		91
Total interest and debt financing expenses	$	—	$	1,113

For the six months ended June 30, 2019 and 2018, the components of interest expense related to the Revolving Credit Facility were as follows:

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	—	$	2,066
Unused facility fee	—		17
Amortization of deferred financing costs and upfront commitment fees	—		181
Total interest and debt financing expenses	$	—	$	2,264

BCSF Revolving Credit Facility

On October 4, 2017, the Company entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with us, as equity holder, BCSF I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The BCSF Revolving Credit Facility was subsequently amended on May 15, 2018 to reflect certain clarifications regarding margin requirements and hedging currencies. The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to $750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of June 30, 2019 and December 31, 2018, the Company was in compliance with these covenants.

Assets that are pledged as collateral for the BCSF Revolving Credit Facility are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the BCSF Revolving Credit Facility.

Borrowings under the BCSF Revolving Credit Facility bear interest at LIBOR plus a margin. As of June 30, 2019 and December 31, 2018, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 2.50%. The Company pays an unused commitment fee of 30 basis points (0.30%) per annum. Interest is payable quarterly in arrears. Any amounts borrowed under the BCSF Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) October 5, 2022 and (b) the date upon which all loans shall become due and payable in full, whether by acceleration or otherwise.

As of June 30, 2019 and December 31, 2018 there were $361.9 million and $271.3 million borrowings under the BCSF Revolving Credit Facility.

For the three months ended June 30, 2019 and 2018, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	4,415	$	3,807
Unused facility fee	120		139
Amortization of deferred financing costs and upfront commitment fees	266		266
Total interest and debt financing expenses	$	4,801	$	4,212

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For the six months ended June 30, 2019 and 2018, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	9,403	$	6,503
Unused facility fee	207		317
Amortization of deferred financing costs and upfront commitment fees	529		530
Total interest and debt financing expenses	$	10,139	$	7,350

2018-1 Notes

On September 28, 2018 (the “2018-1 Closing Date”), the Company, through BCC Middle Market CLO 2018-1 LLC (the “2018-1 Issuer”), a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, completed its $451.2 million term debt securitization (the “CLO Transaction”). The notes issued in connection with the CLO Transaction (the “2018-1 Notes”) are secured by a diversified portfolio of the Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2018-1 Portfolio”). At the 2018-1 Closing Date, the 2018-1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the CLO Transaction.

The CLO Transaction was executed through a private placement of the following 2018-1 Notes:

2018-1 Notes	Principal Amount		Spread above Index	Interest rate at June 30, 2019
Class A-1 A	$	205,900	1.55% + 3 Month LIBOR	4.14	%
Class A-1 B	45,000		1.50% + 3 Month LIBOR (first 24 months)	4.09	%
			1.80% + 3 Month LIBOR (thereafter)
Class A-2	55,100		2.15% + 3 Month LIBOR	4.74	%
Class B	29,300		3.00% + 3 Month LIBOR	5.59	%
Class C	30,400		4.00% + 3 Month LIBOR	6.59	%
Total 2018-1 Notes	365,700
Membership Interests	85,450		Non-interest bearing	Not applicable
Total	$	451,150

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes were issued at par and are scheduled to mature on October 20, 2030. The Company received 100% of the membership interests (the “Membership Interests”) in the 2018-1 Issuer in exchange for its sale to the 2018-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest.

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes are included in the consolidated financial statements of the Company. The Membership Interests are eliminated in consolidation.

The Company serves as portfolio manager of the 2018-1 Issuer pursuant to a portfolio management agreement between the Company and the 2018-1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.

During the reinvestment period (four years from the closing date of the CLO Transaction), pursuant to the indenture governing the 2018-1 Notes, all principal collections received on the underlying collateral may be used by the 2018-1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2018-1 Issuer and in accordance with the 2018-1 Issuer’s investment strategy and the terms of the indenture.

The Company has agreed to hold on an ongoing basis the Membership Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate amount of all obligations issued by the 2018-1 Issuer for so long as the 2018-1 Notes remain outstanding.

The 2018-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2018-1 Issuer.

As of June 30, 2019, there were 63 first lien and second lien senior secured loans with a total fair value of approximately $423.5 million and cash of $27.9 million securing the 2018-1 Notes. Assets that are pledged as collateral for the 2018-1 Notes are not

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directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture governing the 2018-1 Notes. As of December 31, 2018, there were 75 first lien and second lien senior secured loans with a total fair value of approximately $437.2 million and cash of $18.0 million securing the 2018-1 Notes. Such assets are included in the Company’s consolidated financial statements. The creditors of the 2018-1 Issuer have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2018-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2018-1 Notes. As of June 30, 2019 and December 31, 2018, the Company was in compliance with its covenants related to the 2018-1 Notes.

Costs of $2.1 million were incurred in connection with debt securitization of the 2018-1 Notes by the 2018-1 Issuer which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2018-1 Notes on the consolidated statements of assets and liabilities and are being amortized over the life of the 2018-1 Issuer using the effective interest method. The balance of the unamortized deferred financing costs related to the 2018-1 Issuer was $2.0 million and $2.0 million as of June 30, 2019 and December 31, 2018, respectively.

For the three months ended June 30, 2019 and 2018, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	4,238	$	—
Amortization of deferred financing costs and upfront commitment fees	43		—
Total interest and debt financing expenses	$	4,281	$	—

For the six months ended June 30, 2019 and 2018, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	8,477	$	—
Amortization of deferred financing costs and upfront commitment fees	86		—
Total interest and debt financing expenses	$	8,563	$	—

Citibank Revolving Credit Facility

On February 19, 2019, the Company entered into a credit and security agreement (the “Credit Agreement” or the “Citibank Revolving Credit Facility”) with the Company as equity holder and servicer, BCSF II-C, LLC as Borrower, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent and Custodian. The Credit Agreement is effective as of February 19, 2019.

The facility amount under the Credit Agreement is $350.0 million. Proceeds of the loans under the Credit Agreement may be used to acquire certain qualifying loans and such other uses as permitted under the Credit Agreement. The period from the closing date until February 19, 2020 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the Credit Agreement. The final maturity date is the earliest of: (a) the business day designated by the Borrower as the final maturity date upon not less than three business days’ prior written notice to the Administrative Agent, the Collateral Agent, the Lenders, the Custodian and the Collateral Administrator, (b) February 19, 2022 and (c) the date on which the Administrative Agent provides notice of the declaration of the final maturity date after the occurrence of an event of default. The Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of June 30, 2019, the Company was in compliance with these covenants.

Assets that are pledged as collateral for the Citibank Revolving Credit Facility are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the Citibank Revolving Credit Facility.

Borrowings under the Citibank Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin. During the period prior to the last day of the reinvestment period, borrowings under the Credit Agreement will bear interest at a rate equal to the three-month LIBOR plus 1.60%. Commencing on the last day of the reinvestment period, the interest rate on borrowings under the Credit Agreement will reset to three month LIBOR plus 2.60% for the remaining term of the Credit Agreement. The Company pays an unused commitment fee based on a corresponding utilization rate; (i) 0 basis points (0.00%) per annum when

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greater than or equal to 85.0% utilization, (ii) 25 basis points (0.25%) per annum when greater than or equal to 75.0% but less than 85.0% utilization, (iii) 50 basis points (0.50%) per annum when greater than or equal to 50.0% but less than 75.0% utilization, (iv) 75 basis points (0.75%) per annum when greater than or equal to 25.0% but less than 50% utilization, or (v) 100 basis points (1.00%) per annum when less than 25.0% utilization.

As of June 30, 2019, there were $192.1 million borrowings under the Citibank Revolving Credit Facility.

For the three months ended June 30, 2019 and 2018, the components of interest expense related to the Citibank Revolving Credit Facility were as follows:

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	2,024	$	—
Unused facility fee	209		—
Amortization of deferred financing costs and upfront commitment fees	10		—
Total interest and debt financing expenses	$	2,243	$	—

For the six months ended June 30, 2019 and 2018, the components of interest expense related to the Citibank Revolving Credit Facility were as follows:

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	2,930	$	—
Unused facility fee	223		—
Amortization of deferred financing costs and upfront commitment fees	16		—
Total interest and debt financing expenses	$	3,169	$	—

JPM Credit Facility

On April 30, 2019, the Company entered into a loan and security agreement (the “JPM Credit Agreement” or the “JPM Credit Facility”) as Borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank.

The facility amount under the JPM Credit Agreement is $666.6 million. Proceeds of the loans under the JPM Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the JPM Credit Agreement. The period from the effective date until November 29, 2020 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the JPM Credit Facility.

The maturity date is the earliest of: (a) November 29, 2022, (b) the date on which the secured obligations become due and payable following the occurrence of an event of default, (c) the date on which the advances are repaid in full and (d) the date after a market value cure failure occurs on which all portfolio investments have been sold and proceeds therefrom have been received by the Borrower. The stated maturity date of November 29, 2022 may be extended for successive one year periods by mutual agreement of the Borrower and the Administrative Agent.

Borrowings under the JPM Credit Facility bear interest at LIBOR plus a margin. As of June 30, 2019, JPM Credit Facility was accruing interest expense at a rate of LIBOR plus 2.75%. The Company pays an unused commitment fee of 75 basis points (0.75%) per annum. Interest is payable quarterly in arrears.

The JPM Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

As of June 30, 2019, there were $587.4 million borrowings under the JPM Credity Facility.

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For the three months ended June 30, 2019 and 2018, the components of interest expense related to the JPM Credit Facility were as follows:

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	5,155	$	—
Unused facility fee	126		—
Amortization of deferred financing costs and upfront commitment fees	13		—
Total interest and debt financing expenses	$	5,294	$	—

For the six months ended June 30, 2019 and 2018, the components of interest expense related to the JPM Credit Facility were as follows:

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	5,155	$	—
Unused facility fee	126		—
Amortization of deferred financing costs and upfront commitment fees	13		—
Total interest and debt financing expenses	$	5,294	$	—

Note 7. Derivatives

The Company is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by the Company may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency.

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of June 30, 2019 and December 31, 2018 is included on the consolidated schedule of investments by contract. The Company posted collateral of $2.0 million and $0.0 million with the counterparties on foreign currency exchange contracts at June 30, 2019 and December 31, 2018, respectively. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities.

For the three and six months ended June 30, 2019, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $161.8 million and $158.6 million, respectively. For the three and six months ended June 30, 2018, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $109.7 million and $97.5 million, respectively.

By using derivative instruments, the Company is exposed to the counterparty’s credit risk—the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the consolidated statements of assets and liabilities. The Company minimizes counterparty credit risk through credit monitoring procedures, executing master netting arrangements and managing margin and collateral requirements, as appropriate.

The Company presents forward currency exchange contracts on a net basis by counterparty on the consolidated statements of assets and liabilities. The Company has elected not to offset assets and liabilities in the consolidated statements of assets and liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of June 30, 2019:

Counterparty	Account in the consolidated statements of assets and liabilities	Gross amount of assets on the consolidated statements of assets and liabilities		Gross amount of (liabilities) on the consolidated statements of assets and liabilities			Net amount of assets or (liabilities) presented on the consolidated statements of assets and liabilities			Cash Collateral paid (received) (1)		Net Amounts (2)
Bank of New York	Unrealized appreciation on forward currency contracts	$	331	$	—		$	331		$	—	$	331
Citibank	Unrealized depreciation on forward currency contracts	$	—	$	(12	)	$	(12	)	$	10	$	(2	)
Goldman Sachs	Unrealized depreciation on forward currency contracts	$	—	$	(146	)	$	(146	)	$	—	$	(146	)

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(1)Amount excludes excess cash collateral paid.

(2)Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2018:

Counterparty	Account in the consolidated statements of assets and liabilities	Gross amount of assets on the consolidated statements of assets and liabilities		Gross amount of (liabilities) on the consolidated statements of assets and liabilities		Net amount of assets or (liabilities) presented on the consolidated statements of assets and liabilities		Cash Collateral paid (received) (1)		Net Amounts (2)
Bank of New York	Unrealized appreciation on forward currency contracts	$	3,329	$	—	$	3,329	$	—	$	3,329
Citibank	Unrealized appreciation on forward currency contracts	$	1,676	$	—	$	1,676	$	—	$	1,676
Goldman Sachs	Unrealized appreciation on forward currency contracts	$	4,317	$	—	$	4,317	$	—	$	4,317

(1)Amount excludes excess cash collateral paid.

(2)Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.

The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended June 30, 2019 and 2018 was as follows:

	For the Three Months Ended June 30,
	2019			2018
Net realized gain on forward currency exchange contracts	$	7,063		$	444
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts	(5,866		)	6,653
Total net realized and unrealized gains (losses) on forward currency exchange contracts	$	1,197		$	7,097

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($0.8) million and ($6.4) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2019 and 2018, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $1.2 million and $7.1 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $0.4 million and $0.7 million for the three months ended June 30, 2019 and 2018, respectively.

The effect of transactions in derivative instruments to the consolidated statements of operations during the six months ended June 30, 2019 and 2018 was as follows:

	For the Six Months Ended June 30,
	2019			2018
Net realized gain (loss) on forward currency exchange contracts	$	10,696		$	(2,873	)
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts	(9,149		)	7,594
Total net realized and unrealized gains (losses) on forward currency exchange contracts	$	1,547		$	4,721

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Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($0.4) million and ($3.8) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2019 and 2018, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $1.5 million and $4.7 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $1.1 million and $0.9 million for the six months ended June 30, 2019 and 2018, respectively.

Note 8. Distributions

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2019:

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 21, 2019	March 29, 2019	April 12, 2019	$	0.41	$	21,107
May 7, 2019	June 28, 2019	July 29, 2019	$	0.41	$	21,176
Total distributions declared			$	0.82	$	42,283

The distributions declared during the six months ended June 30, 2019 were derived from investment company taxable income and net capital gain, if any.

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2018:

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
March 28, 2018	March 28, 2018	May 17, 2018	$	0.34	$	10,610
June 28, 2018	June 28, 2018	August 10, 2018	$	0.36	$	13,484
Total distributions declared			$	0.70	$	24,094

The distributions declared during the six months ended June 30, 2018 were derived from investment company taxable income and net capital gain, if any.

The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.

Note 9. Common Stock/Capital

The Company has authorized 100,000,000,000 shares of its common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.

Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common shares (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of June 30, 2019 and December 31, 2018, BCSF Advisors, LP contributed in aggregate $7.8 million to the Company and received 389,582.42 shares of the Company and contributed $7.8 million to the Company and received 389,476.18 shares of the Company, respectively. At June 30, 2019 and December 31, 2018, BCSF Advisors, LP owned 0.75% and 0.76%, respectively, of the outstanding common stock of the Company.

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On November 19, 2018, the Company closed its initial public offering (the “IPO”) issuing 7,500,000 shares of its common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated proceeds, before expenses, of $147.3 million. All outstanding commitments were cancelled due the completion of the initial public offering.

The following table summarizes the total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements and shares issued pursuant to the dividend reinvestment plan during the three months ended June 30, 2019 and 2018:

	For the Three Months Ended June 30,
	2019			2018
	Shares	Amount		Shares	Amount
Total capital drawdowns	—	$	—	6,160,339.53	$	125,548
Issuance of common stock, net	—	—		—	—
Dividend reinvestment	167,674.81	3,322		91,296.97	1,856
Total capital drawdowns and dividend reinvestment	167,674.81	$	3,322	6,251,636.50	$	127,404

The following table summarizes the total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements and shares issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2019 and 2018:

	For the Six Months Ended June 30,
	2019			2018
	Shares	Amount		Shares	Amount
Total capital drawdowns	—	$	—	12,323,862.05	$	250,975
Issuance of common stock, net	—	—		—	—
Dividend reinvestment	167,674.81	3,322		156,793.49	3,186
Total capital drawdowns and dividend reinvestment	167,674.81	$	3,322	12,480,655.54	$	254,161

BCSF Investments, LLC and certain individuals, including Michael A. Ewald, the Company’s Chief Executive Officer and a Managing Director of Bain Capital Credit; Jonathan S. Lavine, Co-Managing Partner of Bain Capital, LP and Founder and Chief Investment Officer of Bain Capital Credit; John Connaughton, Co-Managing Partner of Bain Capital, LP; Jeffrey B. Hawkins, Chairman of the Company’s Board of Directors and a Managing Director of Bain Capital Credit; and Michael J. Boyle, the Company’s Vice President and Treasurer and a Managing Director of Bain Capital Credit, which such parties will buy up to $20 million in the aggregate of the Company’s common stock in the open market during the period beginning after four full calendar weeks after the closing of the IPO and ending on the earlier of the date on which the capital committed to the 10b5-1 has been exhausted or one year after the closing of the IPO. For the six months ended June 30, 2019, 827,933 shares were purchased at a weighted average price of $18.78, inclusive of commissions, for a total cost of $15.6 million. As of February 21, 2019, zero dollars remain under the 10b5-1 Plan and no further purchases are intended under the 10b5-1 Plan.

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Securities Exchange Act of 1934. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2019, there have been no repurchases of common stock.

Note 10. Commitments and Contingencies

Commitments

The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.

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As of June 30, 2019, the Company had $186.6 million of unfunded commitments under loan and financing agreements as follows:

	Expiration Date (1)	Unfunded Commitments (2)
First Lien Senior Secured Loans
A&R Logistics, Inc. — Revolver	5/5/2025	$	5,409
Abracon Group Holding, LLC. — Revolver	7/18/2024	2,833
AMI US Holdings Inc. — Revolver	4/1/2024	1,395
Amspec Services, Inc. — Revolver	7/2/2024	643
Ansira Holdings, Inc. — Delayed Draw	12/20/2022	1,509
Ansira Holdings, Inc. — Revolver	12/20/2022	5,440
AP Plastics Group, LLC — Revolver	8/2/2021	8,500
Appriss Holdings, Inc. — Revolver	5/30/2025	4,711
Aramsco, Inc. — Revolver	8/28/2024	3,048
Batteries Plus Holding Corporation — Revolver	7/6/2022	4,250
Captain D’s LLC — Revolver	12/15/2023	1,167
Chase Industries, Inc. — Delayed Draw	5/12/2025	2,619
Clinical Innovations, LLC — Revolver	10/17/2022	719
CMI Marketing Inc — Revolver	5/24/2023	2,112
CPS Group Holdings, Inc. — Revolver	3/3/2025	4,933
Cruz Bay Publishing, Inc. — Delayed Draw	2/28/2020	1,587
Cruz Bay Publishing, Inc. — Revolver	2/28/2020	567
CST Buyer Company — Revolver	3/1/2023	897
Datix Bidco Limited — Revolver	10/28/2024	1,235
Direct Travel, Inc. — Delayed Draw	12/1/2021	1,883
Direct Travel, Inc. — Revolver	12/1/2021	4,250
Dorner Manufacturing Corp — Revolver	3/15/2022	1,099
Drilling Info Holdings, Inc — Delayed Draw	7/30/2025	80
Efficient Collaborative Retail Marketing Company, LLC — Revolver	6/15/2022	3,542
Element Buyer, Inc. — Delayed Draw	7/18/2025	7,933
Element Buyer, Inc. — Revolver	7/19/2024	3,683
FFI Holdings I Corp — Delayed Draw	1/24/2025	8,138
FFI Holdings I Corp — Revolver	1/24/2025	2,877
Fineline Technologies, Inc. — Revolver	11/4/2022	2,424
Grammer Purchaser, Inc. — Revolver	9/30/2024	1,050
Great Expressions Dental Center PC — Revolver	9/28/2022	727
Hightower Holding, LLC — Delayed Draw	1/31/2025	5,120
Home Franchise Concepts, Inc. — Revolver	7/9/2024	2,530
Horizon Telcom, Inc. — Delayed Draw	6/15/2023	1,487
Horizon Telcom, Inc. — Revolver	6/15/2023	1,159
Ivy Finco Limited — First Lien Senior Secured Loan	5/19/2025	8,985
Margaux Acquisition Inc. — Delayed Draw	12/19/2024	7,139
Margaux Acquisition Inc. — Revolver	12/19/2024	2,872
Margaux UK Finance Limited — Revolver	12/19/2024	634
Mertus 522. GmbH — Delayed Draw	5/15/2026	14,933
PRCC Holdings, Inc. — Revolver	2/1/2021	3,542
Profile Products LLC — Revolver	12/20/2024	3,833
RoC Opco LLC — Revolver	2/25/2025	10,241
Solaray, LLC — Delayed Draw	9/11/2023	1,509
Solaray, LLC — Revolver	9/9/2022	3,683
Stanton Carpet Corp. — Revolver	11/21/2022	4,250
Symplr Software, Inc. — Revolver	11/30/2023	2,120
TCFI Aevex LLC — Revolver	5/13/2025	2,350
TEI Holdings Inc. — Revolver	12/20/2022	2,267
Tidel Engineering, L.P. — Revolver	3/1/2023	4,250
WCI-HSG Purchaser, Inc. — Revolver	2/24/2025	2,015
WU Holdco, Inc. — Delayed Draw	3/26/2026	5,635
WU Holdco, Inc. — Revolver	3/26/2025	3,944
Zywave, Inc. — Revolver	11/17/2022	851
Total First Lien Senior Secured Loans		$	186,609

(1)Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of June 30, 2019.

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As of December 31, 2018, the Company had $110.2 million of unfunded commitments under loan and financing agreements as follows:

	Expiration Date (1)	Unfunded Commitments (2) (3)
First Lien Senior Secured Loans
Abracon Group Holding, LLC — Revolver	7/18/2024	$	2,833
Aimbridge Hospitality LP — Revolver	6/22/2022	1,177
AMCP Clean Acquisition Company, LLC — Delayed Draw Term Loan	6/16/2025	2,315
Amspec Services, Inc. — Revolver	7/2/2024	4,735
Ansira Holdings, Inc. — Revolver	12/20/2022	5,440
AP Plastics Group, LLC— Revolver	8/1/2021	8,500
API Technologies Corp. — Revolver	4/22/2024	4,183
Aramsco, Inc. — Revolver	8/28/2024	3,161
Batteries Plus Holding Corporation — Revolver	7/6/2022	4,250
Caliper Corporation — Revolver	11/30/2023	2,358
Captain D’s LLC — Revolver	12/15/2023	1,074
Chase Industries, Inc. — Delayed Draw Term Loan	5/12/2025	3,544
Clinical Innovations, LLC — Revolver	10/17/2022	1,113
CMI Marketing Inc. — Revolver	5/24/2023	2,112
Cruz Bay Publishing, Inc. — Revolver	6/6/2019	567
CST Buyer Company — Revolver	3/1/2023	897
Datix Bidco Limited — Revolver	10/28/2024	1,240
Direct Travel, Inc. — Revolver	12/1/2021	4,250
Dorner Manufacturing Corp. — Revolver	3/15/2022	1,044
Drilling Info Holdings, Inc. — Delayed Draw Term Loan	7/30/2025	1,663
Efficient Collaborative Retail Marketing Company, LLC — Revolver	6/15/2022	3,542
Element Buyer, Inc. — Revolver	7/19/2024	4,250
ENC Holding Corporation — Delayed Draw Term Loan	5/30/2025	595
FineLine Technologies, Inc. — Revolver	11/2/2021	2,162
Grammer Purchaser, Inc. — Revolver	9/30/2024	945
Great Expressions Dental Centers PC — Revolver	9/28/2022	213
Home Franchise Concepts, Inc. — Revolver	7/9/2024	2,530
Horizon Telcom, Inc. — Delayed Draw Term Loan	6/15/2023	1,738
Horizon Telcom, Inc. — Revolver	6/15/2023	1,159
Margaux UK Finance — Revolver	12/19/2024	636
Margaux Acquisition Inc.— Revolver	12/19/2024	2,257
McKissock, LLC — Revolver	8/5/2021	1,842
PRCC Holdings, Inc. — Revolver	2/1/2021	3,542
Profile Products LLC — Revolver	12/20/2024	3,833
Solaray, LLC — Revolver	9/9/2022	7,084
Sovos Compliance, LLC — Delayed Draw Term Loan	3/1/2022	871
Sovos Compliance, LLC — Revolver	3/1/2022	1,452
Stanton Carpet Corp. — Revolver	11/21/2022	4,250
TEI Holdings Inc. — Revolver	12/20/2022	3,542
Tidel Engineering, L.P. — Revolver	3/1/2023	4,250
Zywave, Inc. — Revolver	11/17/2022	512
Total First Lien Senior Secured Loans		$	107,661
Other Unfunded Commitments
BCC Jetstream Holdings Aviation (On II), LLC		2,562
Total Other Unfunded Commitments		$	2,562
Total		$	110,223

(1)Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2018.

(3)Unfunded commitments represent unfunded commitments to fund investments, excluding the Company’s investment in ABCS as of December 31, 2018.

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Contingencies

In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.

Note 11. Financial Highlights

The following is a schedule of financial highlights for the six months ended June 30, 2019 and 2018:

	For The Six months Ended June 30,
	2019			2018
Per share data:
Net asset value at beginning of period	$	19.46		$	20.30
Net investment income (1)	0.82			0.69
Net realized gain (loss) (1) (7)	0.18			(0.15		)
Net change in unrealized appreciation(1) (2) (8)	0.13			0.00
Net increase in net assets resulting from operations (1) (9) (10)	1.13			0.54
Stockholder distributions from income(3)	(0.82		)	(0.70		)
Net asset value at end of period	$	19.77		$	20.14
Net assets at end of period	$	1,021,202		$	754,556
Shares outstanding at end of period	51,649,812.27			37,456,467.53
Per share market value at end of period	$	18.62		N/A
Total return based on market value (12)	15.83		%	N/A
Total return based on net asset value(4)	5.85		%	2.67		%
Ratios:
Ratio of net investment income to average net assets (5)(11)(13)	8.73		%	7.15		%
Ratio of total net expenses to average net assets (5)(11)(13)	9.32		%	4.82		%
Supplemental data:
Ratio of interest and debt financing expenses to average net assets (5)(13)	5.42		%	2.96		%
Ratio of expenses (without incentive fees) to average net assets (5) (11)(13)	8.67		%	4.53		%
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets (5)(11)(13)	3.21		%	1.91		%
Average principal debt outstanding	$	1,061,061		$	421,390
Portfolio turnover (6)	28.72		%	13.58		%
Total committed capital, end of period	N/A			$	1,255,319
Ratio of total contributed capital to total committed capital, end of period	N/A			60.03		%

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(2)Net change in unrealized appreciation (depreciation) on investments per share may not be consistent with the consolidated statements of operations due to the timing of shareholder transactions.

(3)The per share data for distributions reflects the actual amount of distributions declared during the period.

(4)Total return based on net asset value is calculated as the change in net asset value per share during the period, assuming dividends and distributions, including those distributions that have been declared. Total return has not been annualized.

(5)The computation of average net assets during the period is based on averaging net assets for the periods reported.

(6)Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported. Year-to-date sales and year-to-date purchases for the 6 months ended June 30, 2019 exclude the ABCS distribution transaction.

(7)Net realized gain (loss) includes net realized gain (loss) on investments, net realized gain (loss) on forward currency exchange contracts and net realized gain (loss) on foreign currency transactions.

(8)Net change in unrealized appreciation (depreciation) includes net change in unrealized appreciation (depreciation) on investments, net change in unrealized appreciation (depreciation) on forward currency exchange contracts and net change in unrealized appreciation (depreciation) on foreign currency translation.

(9)The sum of quarterly per share amounts presented in previously filed financial statements on Form 10-Q may not equal earnings per share. This is due to changes in the number of weighted average shares outstanding and the effects of rounding.

(10)Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase in net assets per share on the consolidated statements of operations due to rounding.

(11)Ratio of voluntary incentive fee waiver to average net assets was (0.20%) for the six months ended June 30, 2019 (Note 5). Ratio of voluntary management fee waiver to average net assets was (0.38%) for the six months ended June 30, 2019 (Note 5).

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The ratio of net investment income without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2019 would be 8.15%. The ratio of total expenses without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2019 would be 9.90%. No fees were voluntarily waived for the six months ended June 30, 2018.

(12)Total return based on market value (not annualized) is calculated as the change in market value per share during the period, assuming dividends and distributions, plus the declared distributions, divided by the beginning market price for the period. Total return has not been annualized.

(13)Ratio is annualized. Incentive fees, voluntary incentive fee waivers, and voluntary management fee waivers, if any, included within the ratio are not annualized.

Note 12. Subsequent Events

On July 17, 2019, the Board of Directors (the “Board”) appointed Amy Butte and Clare Richer as Class I independent directors of Bain Capital Specialty Finance, Inc. (the “Company”). Effective upon the appointments of Ms. Butte and Ms. Richer as directors, the size of the Board was expanded from five to seven members.  The Board appointed Ms. Butte and Ms. Richer to the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee. These appointments are effective August 1, 2019.

On August 1, 2019, with effect as of August 31, 2019, the Board of the Company amended its dividend reinvestment plan to incorporate certain clarifying changes (i) with respect to the mechanism by which the Company may issue new shares of common stock or make open market purchases of its common stock under its dividend reinvestment plan, (ii) to delete references to provisions that would apply prior to a listing of the common stock of the Company on an exchange and (iii) updating the notice provision to Shareholders to reflect the Company’s exchange listing.

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

You should read the following analysis of our financial condition and results of operations in conjunction with our financial statements and related notes appearing in our Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2018, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2019. The information contained in this section should also be read in conjunction with our unaudited financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

Overview

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by BCSF Advisors, LP (our “Advisor” or “BCSF Advisors”), a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator” or “BCSF Advisors”). Since we commenced operations on October 13, 2016 through June 30, 2019, we have invested approximately $2.9 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

On November 19, 2018, we closed our initial public offering (the “IPO”) issuing 7,500,000 shares of our common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.

Our primary focus is capitalizing on opportunities within our Senior Direct Lending strategy, which seeks to provide risk-adjusted returns and current income to our stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). However, we may, from time to time, invest in larger or smaller companies. We generally seek to retain effective voting control in respect of the loans or particular classes of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. We may also invest in mezzanine debt and other junior securities, including common and preferred equity, on an opportunistic basis, and in secondary purchases of assets or portfolios but such investments are not the principal focus of our investment strategy. In addition, we may invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.

Investments

We expect that our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.

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Revenues

We primarily generate revenue in the form of interest income on debt investments and distributions on equity investments and, to a lesser extent, capital gains, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into or against income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.

Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2019 and December 31, 2018, 98.5% and 95.5%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as LIBOR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.

Expenses

Our primary operating expenses may include the payment of fees to our Advisor under the second amended and restated investment advisory agreement (the “Amended Advisory Agreement”), our allocable portion of overhead expenses under the administration agreement (the “Administration Agreement”) and other operating costs, including those described below. The Base Management Fee and Incentive Fee compensate our Advisor for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

·our operational and organizational cost;

·the costs of any public offerings of our common stock and other securities, including registration and listing fees;

·costs of calculating our net asset value (including the cost and expenses of any third-party valuation services);

·fees and expenses payable to third parties relating to evaluating, making and disposing of investments, including our Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments, monitoring our investments and, if necessary, enforcing our rights;

·interest payable on debt and other borrowing costs, if any, incurred to finance our investments;

·costs of effecting sales and repurchases of our common stock and other securities;

·the base management fee and any incentive fee;

·distributions on our common stock;

·transfer agent and custody fees and expenses;

·the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it;

·other expenses incurred by BCSF Advisors or us in connection with administering our business, including payments made to third-party providers of goods or services;

·brokerage fees and commissions;

·federal and state registration fees;

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·U.S. federal, state and local taxes;

·Independent Director fees and expenses;

·costs associated with our reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws;

·costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

·costs of holding stockholder meetings;

·our fidelity bond;

·directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;

·litigation, indemnification and other non-recurring or extraordinary expenses;

·direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, staff, audit, compliance, tax and legal costs;

·fees and expenses associated with marketing efforts;

·dues, fees and charges of any trade association of which we are a member; and

·all other expenses reasonably incurred by us or the Administrator in connection with administering our business.

To the extent that expenses to be borne by us are paid by BCSF Advisors, we will generally reimburse BCSF Advisors for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board of Directors (our “Board”). We incurred expenses related to the Administrator of $0.4 million and $0.0 million for the three months ended June 30, 2019 and 2018, respectively, and $0.5 million and $0.0 million for the six months ended June 30, 2019 and 2018, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended June 30, 2019 and 2018, respectively, and $0.3 million and $0.3 million for the six months ended June 30, 2019 and 2018, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. BCSF Advisors will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

Leverage

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), as of June 30, 2019, is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. We do not intend to change our primary focus of capitalizing on opportunities within our Senior Direct Lending strategy, which seeks to provide risk-adjusted returns and current income to our stockholders by investing primarily in middle market companies. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook.

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Portfolio and Investment Activity

During the three months ended June 30, 2019, we invested $403.1 million, including PIK, in 42 portfolio companies, including ABCS as a single portfolio company, and had $378.1 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $25.0 million for the period. These amounts exclude the ABCS distribution transaction on April 30, 2019. On April 30, 2019, the Company received a distribution from ABCS. The portfolio of investments that were distributed comprised of 25 senior secured unitranche loans with a fair value of $919.0 million.

During the three months ended June 30, 2018, we invested $229.7 million in 33 portfolio companies, including ABCS as a single portfolio company, and had $62.5 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $167.2 million for the period.

During the six months ended June 30, 2019, we invested $678.7 million, including PIK, in 68 portfolio companies, including ABCS as a single portfolio company, and had $570.3 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $108.4 million for the period. These amounts exclude the ABCS distribution transaction on April 30, 2019. On April 30, 2019, the Company received a distribution from ABCS. The portfolio of investments that were distributed comprised of 25 senior secured unitranche loans with a fair value of $919.0 million.

During the six months ended June 30, 2018, we invested $373.5 million in 47 portfolio companies, including ABCS as a single portfolio company, and had $127.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $246.0 million for the period.

The following table shows the composition of the investment portfolio and associated yield data as of June 30, 2019 (dollars in thousands):

	As of June 30, 2019
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Weighted Average Yield
First Lien Senior Secured Loans (1)	$	2,118,201	86.9	%	$	2,112,729	87.0	%	7.7	%
First Lien Last Out Loans (1)	27,882		1.1		28,181		1.2		9.8
Second Lien Senior Secured Loans (1)	196,831		8.1		192,007		7.9		10.0
Subordinated Debt (1)	14,737		0.6		14,775		0.6		13.9
Corporate Bonds (1)	31,754		1.3		28,153		1.2		8.3
Equity Interests	28,368		1.2		31,456		1.3		N/A
Preferred Equity	19,196		0.8		19,980		0.8		N/A
Warrants	—		0.0		134		0.0		N/A
Total	$	2,436,969	100.0	%	$	2,427,415	100.0	%	8.0	%

(1)Computed for debt investments based upon the annual interest rate as of June 30, 2019, divided by the total par amount of investments. For investments with floating interest rates, the yield calculation is computed using the contract rate as of June 30, 2019. The weighted average yield does not represent the total return to our stockholders.

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2018 (dollars in thousands):

	As of December 31, 2018
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio		Weighted Average Yield
First Lien Senior Secured Loans (1)	$	1,074,413	61.3	%	$	1,058,839	61.3	%	7.0	%
First Lien Last Out Loans (1)	27,325		1.5		27,488		1.6		8.7
Second Lien Senior Secured Loans (1)	263,759		15.0		258,139		14.9		9.7
Subordinated Debt (1)	39,711		2.3		39,625		2.3		11.2
Corporate Bonds (1)	41,387		2.4		35,023		2.0		8.1
Investment Vehicles (1) (2)	279,891		16.0		279,363		16.2		14.0
Equity Interest	24,078		1.4		26,522		1.5		N/A
Preferred Equity	2,553		0.1		2,807		0.2		N/A
Warrants	—		0.0		—		0.0		N/A
Total	$	1,753,117	100.0	%	$	1,727,806	100.0	%	8.7	%

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(1)Computed for debt investments based upon the annual interest rate, including PIK, at December 31, 2018, divided by the total par amount of investments. For investments with floating interest rates, the yield calculation is computed using the contract rate at December 31, 2018. Weighted average yield for Investment Vehicles represents the weighted average levered yield of our proportionate investment in ABCS at December 31, 2018. Weighted average yield for Investment Vehicles is computed based upon (1) the weighted average of the interest rate of investments held by ABCS less (2) the weighted average interest rate of the ABCS Facility, divided by our par amount in ABCS. Total weighted average yield is the weighted average of the yields of the debt investments and the Investment Vehicles in ABCS. The weighted average yield does not represent the total return to our stockholders.

(2)Represents equity investment in ABCS.

The following table presents certain selected information regarding our investment portfolio as of June 30, 2019:

	As of
	June 30, 2019
Number of portfolio companies	123
Percentage of debt bearing a floating rate (1)	98.5	%
Percentage of debt bearing a fixed rate (1)	1.5	%

(1)Measured on a fair value basis.

The following table presents certain selected information regarding our investment portfolio as of December 31, 2018:

	As of
	December 31, 2018
Number of portfolio companies (2)	132
Percentage of debt bearing a floating rate (1)	95.5	%
Percentage of debt bearing a fixed rate(1)	4.5	%

(1)Measured on a fair value basis.

(2)Includes ABCS as a single portfolio company. For details of portfolio companies held within ABCS, refer to the selected financial data of ABCS.

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of June 30, 2019 (dollars in thousands):

	As of June 30, 2019
	Amortized Cost		Percentage at Amortized Cost		Fair Value		Percentage at Fair Value
Performing	$	2,436,969	100	%	$	2,427,415	100	%
Non-accrual	—		—		—		—
Total	$	2,436,969	100	%	$	2,427,415	100	%

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2018 (dollars in thousands):

	As of December 31, 2018
	Amortized Cost		Percentage at Amortized Cost		Fair Value		Percentage at Fair Value
Performing	$	1,753,117	100.0	%	$	1,727,806	100.0	%
Non-accrual	—		—		—		—
Total	$	1,753,117	100.0	%	$	1,727,806	100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

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The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of June 30, 2019 (dollars in thousands):

	As of June 30, 2019
	Amortized Cost		Percentage of Total		Fair Value		Percentage of Total
Cash and cash equivalents	$	100,358	3.9	%	$	100,358	3.9	%
Foreign cash	545		0.0		599		0.0
Restricted cash	27,946		1.1		27,946		1.1
First Lien Senior Secured Loans	2,118,201		82.6		2,112,729		82.6
First Lien Last Out Loans	27,882		1.1		28,181		1.1
Second Lien Senior Secured Loans	196,831		7.7		192,007		7.5
Subordinated Debt	14,737		0.6		14,775		0.6
Corporate Bonds	31,754		1.2		28,153		1.1
Equity Interests	28,368		1.1		31,456		1.2
Preferred Equity	19,196		0.7		19,980		0.9
Warrants	—		0.0		134		0.0
Total	$	2,565,818	100.0	%	$	2,556,318	100.0	%

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2018 (dollars in thousands):

	As of December 31, 2018
	Amortized Cost		Percentage of Total		Fair Value		Percentage of Total
Cash and cash equivalents	$	14,693	0.8	%	$	14,693	0.8	%
Foreign cash	589		0.0		591		0.0
Restricted cash	17,987		1.0		17,987		1.0
First Lien Senior Secured Loans	1,074,413		60.1		1,058,839		60.1
First Lien Last Out Loans	27,325		1.5		27,488		1.6
Second Lien Senior Secured Loans	263,759		14.8		258,139		14.6
Subordinated Debt	39,711		2.2		39,625		2.3
Corporate Bonds	41,387		2.4		35,023		2.0
Investment Vehicles (1)	279,891		15.8		279,363		15.9
Equity Interests	24,078		1.3		26,522		1.5
Preferred Equity	2,553		0.1		2,807		0.2
Warrants	—		0.0		—		0.0
Total	$	1,786,386	100.0	%	$	1,761,077	100.0	%

(1)Represents equity investment in ABCS.

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of June 30, 2019 (with corresponding percentage of total portfolio investments) (dollars in thousands):

	As of June 30, 2019
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
High Tech Industries	$	328,835	13.5	%	$	328,022	13.5	%
Healthcare & Pharmaceuticals	215,275		8.8		211,466		8.7
Consumer Goods: Non-Durable	212,324		8.7		211,445		8.7
Aerospace & Defense	185,097		7.6		187,098		7.7
Services: Business	183,071		7.5		182,494		7.5
Capital Equipment	134,012		5.5		133,982		5.5
Wholesale	133,349		5.5		132,523		5.5
Transportation: Cargo	109,929		4.5		110,028		4.5
Consumer Goods: Durable	77,792		3.2		77,609		3.2
Energy: Oil & Gas	76,157		3.1		76,449		3.2
Chemicals, Plastics & Rubber	73,882		3.0		74,384		3.1
Construction & Building	71,280		2.9		71,935		3.0
Media: Advertising, Printing & Publishing	65,482		2.7		65,904		2.7
Transportation: Consumer	59,453		2.5		59,647		2.5
FIRE: Insurance(1)	59,156		2.4		59,278		2.5
Media: Diversified & Production	57,707		2.4		58,055		2.4
Hotel, Gaming & Leisure	53,084		2.2		53,376		2.2
Media: Broadcasting & Subscription	51,989		2.1		52,048		2.2
Services: Consumer	52,070		2.1		51,869		2.1
Retail	39,299		1.6		39,327		1.6
Automotive	26,398		1.1		26,449		1.1
Beverage, Food & Tobacco	30,716		1.3		25,325		1.0
Forest Products & Paper	23,512		1.0		23,591		1.0
Energy: Electricity	22,270		0.9		22,233		0.9
Telecommunications	21,851		0.9		21,906		0.9
Banking	18,158		0.8		18,168		0.7
Environmental Industries	16,685		0.7		16,749		0.7
Containers, Packaging & Glass	14,841		0.6		15,100		0.6
FIRE: Real Estate(1)	10,756		0.4		10,577		0.4
Utilities: Electric	12,539		0.5		10,378		0.4
Total	$	2,436,969	100.0	%	$	2,427,415	100.0	%

(1)Finance, Insurance and Real Estate (“FIRE”).

55

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2018 (with corresponding percentage of total portfolio investments) (dollars in thousands):

	As of December 31, 2018
	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
Investment Vehicles (1)	$	279,891	16.0	%	$	279,363	16.2	%
High Tech Industries	205,845		11.7		202,999		11.7
Services: Business	137,816		7.9		135,398		7.8
Healthcare & Pharmaceuticals	127,105		7.3		125,745		7.3
Aerospace & Defense	120,070		6.8		121,411		7.0
Transportation: Cargo	85,198		4.9		83,513		4.8
Hotel, Gaming & Leisure	81,487		4.6		80,683		4.7
Consumer Goods: Non-Durable	73,809		4.2		71,439		4.1
Wholesale	64,530		3.7		63,053		3.6
Capital Equipment	44,054		2.5		42,796		2.5
Construction & Building	41,240		2.4		41,582		2.4
Retail	43,263		2.5		41,384		2.4
FIRE: Insurance (2)	43,287		2.5		41,106		2.4
Services: Consumer	41,328		2.4		41,023		2.4
Containers, Packaging & Glass	40,212		2.3		38,694		2.2
Beverage, Food & Tobacco	38,154		2.2		35,613		2.1
Energy: Oil & Gas	31,541		1.8		31,195		1.8
Media: Diversified & Production	30,364		1.7		30,491		1.8
Automotive	29,482		1.7		29,337		1.7
Energy: Electricity	22,368		1.3		22,283		1.3
Forest Products & Paper	22,515		1.3		21,903		1.3
Media: Broadcasting & Subscription	21,868		1.2		20,945		1.2
Media: Advertising, Printing & Publishing	19,635		1.1		19,731		1.1
Chemicals, Plastics & Rubber	19,147		1.1		19,511		1.1
Consumer Goods: Durable	17,098		0.9		17,248		1.0
Environmental Industries	16,489		0.9		16,482		1.0
Telecommunications	15,240		0.9		15,122		0.9
Banking	13,260		0.7		13,235		0.8
FIRE: Real Estate (2)	10,714		0.6		10,650		0.6
Utilities: Electric	12,483		0.7		10,311		0.6
FIRE: Finance (2)	3,624		0.2		3,560		0.2
Total	$	1,753,117	100.0	%	$	1,727,806	100.0	%

(1)Represents equity investment in ABCS.

(2)Finance, Insurance and Real Estate (“FIRE”).

56

Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

·assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

·periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

·comparisons to our other portfolio companies in the industry, if any;

·attendance at and participation in board meetings or presentations by portfolio companies; and

·review of monthly and quarterly financial statements and financial projections of portfolio companies.

Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

·An investment is rated 1 if, in the opinion of our Advisor, it is performing above underwriting expectations, and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company or the likelihood of a potential exit.

·An investment is rated 2 if, in the opinion of our Advisor, it is performing as expected at the time of our underwriting and there are generally no concerns about the portfolio company’s performance or ability to meet covenant requirements, interest payments or principal amortization, if applicable. All new investments or acquired investments in new portfolio companies are initially given a rating of 2.

·An investment is rated 3 if, in the opinion of our Advisor, the investment is performing below underwriting expectations and there may be concerns about the portfolio company’s performance or trends in the industry, including as a result of factors such as declining performance, non-compliance with debt covenants or delinquency in loan payments (but generally not more than 180 days past due).

·An investment is rated 4 if, in the opinion of our Advisor, the investment is performing materially below underwriting expectations. For debt investments, most of or all of the debt covenants are out of compliance and payments are substantially delinquent. Investments rated 4 are not anticipated to be repaid in full, if applicable, and there is significant risk that we may realize a substantial loss on our investment.

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of June 30, 2019 (dollars in thousands):

	As of June 30, 2019
Investment Performance Rating	Fair Value		Percentage of Total		Number of Companies(1)	Percentage of Total
1	$	32,461	1.4	%	2	1.6	%
2	2,367,656		97.5		119	96.0
3	27,298		1.1		3	2.4
4	—		—		—	—
Total	$	2,427,415	100.0	%	124	100.0	%

(1)Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2018 (dollars in thousands):

57

	As of December 31, 2018
Investment Performance Rating	Fair Value		Percentage of Total		Number of Companies	Percentage of Total
1	$	17,301	1.0	%	1	0.7	%
2	1,684,494		97.5		128	97.0
3	26,011		1.5		3	2.3
4	—		—		—	—
Total	$	1,727,806	100.0	%	132	100.0	%

Antares Bain Capital Complete Financing Solution

Prior to April 30, 2019, we were party to a limited liability company agreement with Antares Midco Inc. (“Antares”) pursuant to which it invested in ABC Complete Financing Solution LLC, which made investments through its subsidiary, Antares Bain Capital Complete Financing Solution LLC (together with ABC Complete Financing Solution LLC, “ABCS”). ABCS, an unconsolidated Delaware limited liability company, was formed on September 27, 2017 and commenced operations on November 29, 2017. ABCS’ principal purpose was to make investments, primarily in senior secured unitranche loans. We recorded our investment in ABCS at fair value. Distributions of income received from ABCS, if any, were recorded as dividend income from controlled affiliate investments in the consolidated statements of operations. Distributions received from ABCS in excess of income earned at ABCS, if any, were recorded as a return of capital and reduced the amortized cost of controlled affiliate investments.

We and Antares, as members of ABCS, agreed to contribute capital up to (subject to the terms of their agreement) $950.0 million in aggregate to purchase equity interests in ABCS, with us and Antares contributing up to $425.0 million and $525.0 million, respectively. Funding of such commitments generally required the consent of both Antares Credit Opportunities Manager LLC and the Advisor on behalf of Antares and us, respectively. ABCS was capitalized with capital contributions from its members on a pro-rata basis based on their maximum capital contributions as transactions were funded after they had been approved.

Investment decisions of ABCS required the consent of both the Advisor and Antares Credit Opportunities Manager LLC, as representatives of us and Antares, respectively. Each of the Advisor and Antares sourced investments for ABCS.

On April 30, 2019, we formed BCSF Complete Financing Solution Holdco, LLC (“BCSF CFSH, LLC”) and BCSF Complete Financing Solution, LLC (“BCSF Unitranche” or “BCSF CFS, LLC”), wholly-owned, newly-formed, subsidiaries. We received our proportionate share of all assets which represented 44.737% of ABCS. The portfolio of investments that was distributed comprised of 25 senior secured unitranche loans with a fair value of $919.0 million and cash of $3.2 million. The Company also assumed the obligation to fund outstanding unfunded commitments of $31.4 million. In connection with the distribution, we recognized a realized gain of $0.3 million. The Company is no longer a member of ABCS. The distribution of assets received by the Company have been included in the Company’s consolidated financial statements and notes thereto.

In conjunction with the distribution from ABCS, on April 30, 2019, BCSF CFS, LLC entered into a loan and security agreement (the “JPM Credit Agreement” or the “JPM Credit Facility”) as borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. On the date of the ABCS distribution, the Company had $577.5 million outstanding on the JPM Credit Facility.

58

Below is selected balance sheet information for ABCS as of December 31, 2018:

Selected Balance Sheet Information

	As of December 31, 2018
Loans, net of allowance of $17,616 (1)	$	1,616,795
Cash, restricted cash and other assets	52,240
Total assets	$	1,669,035
Debt (2)	$	1,027,615
Other liabilities	30,762
Total liabilities	$	1,058,377
Members’ equity	610,658
Total liabilities and members’ equity	$	1,669,035

(1)ABCS is not considered an investment company and does not follow the accounting and reporting guidelines in ASC 946. ABCS applies an allowance for loan loss methodology prescribed by FASB ASC 310, Receivables, and FASB ASC 450 Contingencies. The allowance for loan loss as of December 31, 2018 is a general allowance, there was no specific allowance for loan losses during the period. The Company estimates a fair value for each loan in the ABCS portfolio, which is presented in the Antares Bain Capital Complete Financing Solution schedule of investments below, which is an input to the Company’s valuation of ABCS as a whole.

(2)Net of $3.6 million deferred financing costs for the ABCS Facility, December 31, 2018.

Below is selected statements of operations information for the three and six months ended June 30, 2019 and 2018:

Selected Statements of Operations Information

	For the Three Months Ended				For the Six Months Ended
	June 30, 2019 (1)		June 30, 2018		June 30. 2019		June 30, 2018
Interest Income	$	14,583	$	23,210	$	53,494	$	43,128
Fee income	29		867		217		947
Total revenues	14,612		24,077		53,711		44,075
Credit facility expenses	5,748		10,813		22,008		19,720
Other fees and expenses	1,595		1,130		6,661		2,478
Total expenses	7,343		11,943		28,669		22,198
Net investment income	7,269		12,134		25,042		21,877
Net increase in members’ capital from operations	$	7,269	$	12,134	$	25,042	$	21,877

(1)The ABCS distribution was effective April 30, 2019.

59

Antares Bain Capital Complete Financing Solution

Schedule of Investments

As of December 31, 2018

(In Thousands)

Portfolio Company	Spread Above Index (1)	Interest Rate		Maturity Date	Principal/ Par Amount		Carrying Value		Fair Value (2)
Investments
Corporate Debt
Delayed Draw Term Loan
Chemicals, Plastics & Rubber
PRCC Holdings, Inc.	L+ 6.50%	9.02	%	2/1/2021	$	11,878	$	11,878	$	11,878
Total Chemicals, Plastics & Rubber							11,878		11,878
Consumer Goods: Non-Durable
Solaray, LLC	L+ 5.75%	8.49	%	9/9/2023	$	26,680	26,389		26,547
Solaray, LLC (3)	—	—		9/9/2023	$	—	—		(33		)
Total Consumer Goods: Non-Durable							26,389		26,514
FIRE: Insurance
Margaux Acquisition Inc. (3)	—	—		12/19/2024	$	—	—		(417		)
Total FIRE: Insurance							—		(417		)
High Tech Industries
Element Buyer, Inc. (3)	—	—		7/19/2025	$	—	—		(133		)
Element Buyer, Inc.	L+ 5.25%	7.76	%	7/19/2025	$	7,600	7,473		7,543
Total High Tech Industries							7,473		7,410
Media: Advertising, Printing & Publishing
Ansira Holdings, Inc.	L+ 5.75%	8.27	%	12/20/2022	$	2,478	2,472		2,459
Ansira Holdings, Inc. (3)	—	—		12/20/2022	$	—	—		(56		)
Total Media: Advertising, Printing & Publishing							2,472		2,403
Services: Consumer
McKissock, LLC	L+ 5.75%	8.55	%	8/5/2021	$	2,605	2,583		2,605
Total Services: Consumer							2,583		2,605
Transportation: Consumer
Direct Travel, Inc.	L+ 6.50%	9.12	%	12/1/2021	$	1,672	1,669		1,672
Direct Travel, Inc.	—	—		12/1/2021	$	—	—		—
Total Transportation: Consumer							1,669		1,672
Total Delayed Draw Term Loan							$	52,464	$	52,065
First lien senior secured loan
Aerospace & Defense
API Technologies Corp.	L+ 5.75%	8.27	%	4/20/2024	$	117,861	116,559		117,566
Total Aerospace & Defense							116,559		117,566
Capital Equipment
Tidel Engineering, L.P.	L+ 6.25%	9.05	%	3/1/2024	$	86,442	86,415		86,442
Total Capital Equipment							86,415		86,442
Chemicals, Plastics & Rubber
AP Plastics Group, LLC	L+ 5.25%	7.60	%	8/1/2022	$	48,398	48,348		47,914
PRCC Holdings, Inc.	L+ 6.50%	9.02	%	2/1/2021	$	73,813	73,813		73,813
Total Chemicals, Plastics & Rubber							122,161		121,727
Construction & Building
Profile Products LLC	L+ 5.75%	8.54	%	12/20/2024	$	78,832	77,614		77,256
Total Construction & Building							77,614		77,256
Consumer Goods: Durable
Home Franchise Concepts, Inc.	L+ 5.00%	7.43	%	7/9/2024	$	69,091	68,773		68,400
Stanton Carpet Corp. (7)	L+ 5.50%	8.04	%	11/21/2022	$	60,231	60,179		59,629
Total Consumer Goods: Durable							128,952		128,029
Consumer Goods: Non-Durable
Solaray, LLC	L+ 5.75%	8.49	%	9/9/2023	$	96,230	95,175		95,749
Total Consumer Goods: Non-Durable							95,175		95,749
Energy: Oil & Gas
Amspec Services, Inc.	L+ 5.75%	8.55	%	7/2/2024	$	90,025	88,986		86,874
Total Energy: Oil & Gas							88,986		86,874
FIRE: Insurance
Margaux Acquisition Inc.	L+ 6.00%	8.80	%	12/19/2024	$	65,125	63,766		63,822
Margaux UK Finance Limited	GBP LIBOR+ 6.00%	7.00	%	12/19/2024	£	17,356	21,651		21,665
Total FIRE: Insurance							85,417		85,487
High Tech Industries
Caliper Software, Inc.	L+ 5.50%	8.02	%	11/28/2025	$	68,182	67,509		67,159
Element Buyer, Inc.	L+ 5.25%	7.78	%	7/19/2025	$	85,287	83,863		84,647
Total High Tech Industries							151,372		151,806
Media: Advertising, Printing & Publishing
Ansira Holdings, Inc.	L+ 5.75%	8.27	%	12/20/2022	$	81,011	80,874		80,404
Cruz Bay Publishing, Inc. (5)	L+ 5.75%	8.30	%	6/6/2019	$	11,418	11,418		11,418
Cruz Bay Publishing, Inc. (6)	L+ 6.75%	9.57	%	6/6/2019	$	3,813	3,813		3,813
Total Media: Advertising, Printing & Publishing							96,105		95,635
Media: Diversified & Production
Efficient Collaborative Retail Marketing Company, LLC	L+ 6.75%	9.55	%	6/15/2022	$	22,800	22,722		22,572
Efficient Collaborative Retail Marketing Company, LLC	L+ 6.75%	9.56	%	6/15/2022	$	33,741	33,241		33,404
Total Media: Diversified & Production							55,963		55,976
Retail
Batteries Plus Holding Corporation	L+ 6.75%	9.27	%	7/6/2022	$	68,156	68,156		68,156
Total Retail							68,156		68,156
Services: Business
TEI Holdings Inc.	L+ 6.00%	8.80	%	12/20/2023	$	118,589	117,726		117,403
Total Services: Business							117,726		117,403
Services: Consumer
McKissock, LLC	L+ 5.75%	8.55	%	8/5/2021	$	8,071	8,004		8,071
McKissock, LLC	L+ 5.75%	8.55	%	8/5/2021	$	42,144	41,792		42,460
Total Services: Consumer							49,796		50,531
Transportation: Consumer
Direct Travel, Inc.	L+ 6.50%	9.30	%	12/1/2021	$	112,153	111,789		112,153
Total Transportation: Consumer							111,789		112,153
Wholesale
Abracon Group Holding, LLC. (4)	L+ 5.75%	8.56	%	7/18/2024	$	81,497	80,367		80,682
Aramsco, Inc.	L+ 5.25%	7.77	%	8/28/2024	$	50,343	49,394		48,958
Total Wholesale							129,761		129,640
Total First Lien Senior Secured							$	1,581,947	$	1,580,430
Total Corporate Debt							$	1,634,411	$	1,632,495
Total Investments							$	1,634,411	$	1,632,495

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR and the current weighted average interest rate in effect at December 31, 2018. Certain investments are subject to a LIBOR interest rate floor.

(2) Fair Value determined by the Advisor.

(3) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(4) $204 of the total par amount for this security is at P + 4.75%.

(5) $158 of the total par amount for this security is at P + 4.75%.

(6) $53 of the total par amount for this security is at P + 5.75%.

(7) $391 of the total par amount for this security is at P + 4.50%.

60

Results of Operations

Our operating results for the three months ended June 30, 2019 and 2018 were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2019			2018
Total investment income	$	50,598		$	21,425
Total expenses, net of fee waivers	29,443			7,943
Net investment income	21,155			13,482
Net realized gain (loss)	6,439			(2,204		)
Net change in unrealized appreciation (depreciation)	(8,372		)	(5,111		)
Net increase in net assets resulting from operations	$	19,222		$	6,167

Our operating results for the six months ended June 30, 2019 and 2018 were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Total investment income	$	90,489	$	38,884
Total expenses, net of fee waivers	48,092		16,627
Net investment income	42,397		22,257
Net realized gain (loss)	9,228		(4,984		)
Net change in unrealized appreciation (depreciation)	6,909		253
Net increase in net assets resulting from operations	$	58,534	$	17,526

Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.

Investment Income

The composition of our investment income for the three months ended June 30, 2019 and 2018 was as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2019		2018
Interest income	$	45,073	$	15,898
Dividend income	5,152		5,433
Other income	373		94
Total investment income	$	50,598	$	21,425

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $45.1 million for the three months ended June 30, 2019 from $15.9 million for the three months ended June 30, 2018, primarily due to the growth of our investment portfolio. Our investment portfolio at amortized cost increased to $2,437.0 million from $1,066.1 million as of June 30, 2019 and 2018, respectively. Dividend income decreased to $5.2 million for the three months ended June 30, 2019 from $5.4 million for the three months ended June 30, 2018, primarily due to the closing of the ABCS distribution transaction on April 30, 2019.  As of June 30, 2019, the weighted average yield of our investment portfolio decreased to 8.0% from 8.5% as of June 30, 2018.

The composition of our investment income for the six months ended June 30, 2019 and 2018 was as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Interest income	$	75,568	$	28,535
Dividend income	14,526		10,141
Other income	395		208
Total investment income	$	90,489	$	38,884

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Interest income from investments, which includes interest and accretion of discounts and fees, increased to $75.6 million for the six months ended June 30, 2019 from $28.5 million for the six months ended June 30, 2018, primarily due to the growth of our investment portfolio. Our investment portfolio at amortized cost increased to $2,437.0 million from $1,066.1 million as of June 30, 2019 and 2018, respectively. Dividend income increased to $14.5 million for the six months ended June 30, 2019 from $10.1 million for the six months ended June 30, 2018, primarily due to the growth in our joint venture, ABCS. As of June 30, 2019, the weighted average yield of our investment portfolio decreased to 8.0% from 8.5% as of June 30, 2018.

Operating Expenses

The composition of our operating expenses for the three months ended June 30, 2019 and 2018 was as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2019			2018
Interest and debt financing expenses	$	16,619		$	5,325
Base management fee	7,983			3,756
Incentive fee	4,490			911
Professional fees	275			316
Directors fees	106			67
Other general and administrative expenses	1,587			450
Total expenses, before fee waivers	$	31,060		$	10,825
Base management fee waiver	(1,617		)	(1,878		)
Incentive fee waiver	—			(1,004		)
Total expenses, net of fee waivers	$	29,443		$	7,943

The composition of our operating expenses for the six months ended June 30, 2019 and 2018 was as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2019			2018
Interest and debt financing expenses	$	27,165		$	9,614
Base management fee	14,734			7,004
Incentive fee	8,575			2,916
Professional fees	826			840
Directors fees	211			135
Other general and administrative expenses	2,430			624
Total expenses, before fee waivers	$	53,941		$	21,133
Base management fee waiver	(3,867		)	(3,502		)
Incentive fee waiver	(1,982		)	(1,004		)
Total expenses, net of fee waivers	$	48,092		$	16,627

Interest and Debt Financing Expenses

Interest and debt financing expenses on our borrowings totaled approximately $16.6 million and $5.3 million for the three months ended June 30, 2019 and 2018, respectively. Interest and debt financing expenses on our borrowings totaled approximately $27.2 million and $9.6 million for the six months ended June 30, 2019 and 2018, respectively. Interest and debt financing expense for the six months ended June 30, 2019 as compared to June 30, 2018, increased primarily due to higher principal balances outstanding of our revolving credit facilities and the issuance of our 2018-1 Notes in September 2018. On February 19, 2019 the Company entered into a new revolving credit facility agreement with Citibank N.A., the Citibank Revolving Credit Facility. On April 30, 2019, the Company entered into a new loan and security agreement with JPMorgan Chase Bank, N.A., and Wells Fargo Bank, N.A., the JPM Credit Facility. Our SMBC Revolving Credit Facility was terminated on November 21, 2018.

The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on our debt outstanding was 4.9% and 4.3% as of June 30, 2019 and December 31, 2018, respectively.

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Management Fees

Management fee (net of waivers) increased to $6.4 million for the three months ended June 30, 2019 from $1.9 million for the three months ended June 30, 2018. Management fees (gross of waivers) increased to $8.0 million for the three months ended June 30, 2019 from $3.8 million for the three months ended June 30, 2018, primarily due to an increase in assets to $2.6 billion as of June 30, 2019 from $1.2 billion as of June 30, 2018. Management fees waived for the three months ended June 30, 2019 and 2018 were $1.6 million and $1.9 million, respectively.

Management fee (net of waivers) increased to $10.9 million for the six months ended June 30, 2019 from $3.5 million for the six months ended June 30, 2018. Management fees (gross of waivers) increased to $14.7 million for the six months ended June 30, 2019 from $7.0 million for the six months ended June 30, 2018, primarily due to an increase in assets to $2.6 billion as of June 30, 2019 from $1.2 billion as of June 30, 2018. Management fees waived for the six months ended June 30, 2019 and 2018 were $3.9 million and $3.5 million, respectively.

Incentive Fees

Incentive fee (net of waivers) increased to $4.5 million for the three months ended June 30, 2019 from ($0.1) million for the three months ended June 30, 2018. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the three months ended June 30, 2019 and $1.0 million for the three months ended June 30, 2018. For the three months ended June 30, 2019 there were no incentive fees related to the GAAP Incentive Fee.

Incentive fee (net of waivers) increased to $6.6 million for the six months ended June 30, 2019 from $1.9 million for the six months ended June 30, 2018. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $2.0 million for the six months ended June 30, 2019 and $1.0 million for the six months ended June 30, 2018. For the six months ended June 30, 2019 there were no incentive fees related to the GAAP Incentive Fee.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased to $1.9 million for the three months ended June 30, 2019 from $0.8 million for the three months ended June 30, 2018, due to an increase in costs associated with servicing our investment portfolio.

Professional fees and other general and administrative expenses increased to $3.3 million for the six months ended June 30, 2019 from $1.5 million for the six months ended June 30, 2018, due to an increase in costs associated with servicing our investment portfolio.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three months ended June 30, 2019 and 2018 (dollars in thousands):

	For the Three Months Ended June 30,
	2019			2018
Net realized gain on investments	$	980		$	82
Net realized loss on investments	(1,286		)	(2,186		)
Net realized gain on foreign currency transactions	5			12
Net realized loss on foreign currency transactions	(323		)	(556		)
Net realized gain on forward currency exchange contracts	7,063			471
Net realized loss on forward currency exchange contracts	—			(27		)
Net realized gains (losses)	$	6,439		$	(2,204	)
Change in unrealized gains on investments	$	11,557		$	1,889
Change in unrealized losses on investments	(14,562		)	(13,645		)
Net change in unrealized gains (losses) on investments	(3,005		)	(11,756		)
Unrealized appreciation (depreciation) on foreign currency translation	499			(8		)
Unrealized appreciation (depreciation) on forward currency exchange contracts	(5,866		)	6,653
Net change in unrealized appreciation (depreciation) on foreign currency and forward currency exchange contracts	(5,367		)	6,645
Net change in unrealized gains (losses)	$	(8,372	)	$	(5,111	)

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For the three months ended June 30, 2019, and 2018, we had net realized gains (losses) on investments of ($0.3) million and ($2.1) million, respectively. For the three months ended June 30, 2019, and 2018, we had net realized gains (losses) on foreign currency transactions of ($0.3) million and ($0.5) million, respectively. For the three months ended June 30, 2019 and 2018, we had net realized gains (losses) on forward currency contracts of $7.1 million and $0.4 million, respectively, primarily as a result of settling GBP, AUD, DKK, EUR and NOK forward contracts.

For the three months ended June 30, 2019, we had $11.6 million in unrealized appreciation on 83 portfolio company investments, which was offset by $14.6 million in unrealized depreciation on 57 portfolio company investments. Net unrealized depreciation for the three months ended June 30, 2019 resulted from a decrease in fair value, primarily due to negative valuation adjustments.

For the three months ended June 30, 2018, we had $1.9 million in unrealized appreciation on 19 portfolio company investments, which was offset by $13.6 million in unrealized depreciation on 68 portfolio company investments. Net unrealized depreciation for the three months ended June 30, 2018 resulted from a decrease in fair value, primarily due to negative valuation adjustments.

For the three months ended June 30, 2019 and 2018, we had unrealized appreciation (depreciation) on forward currency exchange contracts of ($5.9) million and $6.7 million, respectively. For the three months ended June 30, 2019, unrealized depreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK and AUD forward contracts. For the three months ended June 30, 2018, unrealized appreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK and AUD forward contracts.

The following table summarizes our net realized and unrealized gains (losses) for the six months ended June 30, 2019 and 2018 (dollars in thousands):

	For the Six Months Ended June 30,
	2019			2018
Net realized gain on investments	$	1,412		$	359
Net realized loss on investments	(2,568		)	(2,205		)
Net realized gain on foreign currency transactions	4			181
Net realized loss on foreign currency transactions	(316		)	(446		)
Net realized gain on forward currency exchange contracts	10,696			11
Net realized loss on forward currency exchange contracts	—			(2,884		)
Net realized gains (losses)	$	9,228		$	(4,984	)
Change in unrealized gains on investments	$	27,122		$	5,029
Change in unrealized losses on investments	(11,364		)	(12,344		)
Net change in unrealized gains (losses) on investments	15,758			(7,315		)
Unrealized appreciation (depreciation) on foreign currency translation	300			(26		)
Unrealized appreciation (depreciation) on forward currency exchange contracts	(9,149		)	7,594
Net change in unrealized appreciation (depreciation) on foreign currency and forward currency exchange contracts	(8,849		)	7,568
Net change in unrealized gains (losses)	$	6,909		$	253

For the six months ended June 30, 2019, and 2018, we had net realized gains (losses) on investments of ($1.2) million and ($1.8) million, respectively. For the six months ended June 30, 2019, and 2018, we had net realized gains (losses) on foreign currency transactions of ($0.3) million and ($0.3) million, respectively. For the six months ended June 30, 2019 and 2018, we had net realized gains (losses) on forward currency contracts of $10.7 million and ($2.9) million, respectively, primarily as a result of settling GBP, AUD, DKK, EUR and NOK forward contracts.

For the six months ended June 30, 2019, we had $27.1 million in unrealized appreciation on 102 portfolio company investments, which was offset by $11.4 million in unrealized depreciation on 38 portfolio company investments. Net unrealized appreciation for the six months ended June 30, 2019 resulted from an increase in fair value, primarily due to positive valuation adjustments.

For the six months ended June 30, 2018, we had $5.0 million in unrealized appreciation on 25 portfolio company investments, which was offset by $12.3 million in unrealized depreciation on 63 portfolio company investments. Net unrealized

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depreciation for the six months ended June 30, 2018 resulted from a decrease in fair value, primarily due to negative valuation adjustments.

For the six months ended June 30, 2019 and 2018, we had unrealized appreciation (depreciation) on forward currency exchange contracts of ($9.1) million and $7.6 million, respectively. For the six months ended June 30, 2019, unrealized appreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK and AUD forward contracts. For the six months ended June 30, 2018, unrealized appreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK and AUD forward contracts.

The following table summarizes the impact of foreign currency for the three months ended June 30, 2019 and 2018 (dollars in thousands):

	For the Three months ended June 30,
	2019			2018
Net change in unrealized appreciation (depreciation) on investments due to foreign currency	$	(1,072	)	$	(5,859	)
Net realized gain on investments due to foreign currency	66			6
Net change in unrealized appreciation (depreciation) on foreign currency translation	499			(8		)
Net realized loss on foreign currency transactions	(318		)	(544		)
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts	(5,866		)	6,653
Net realized gain on forward currency exchange contracts	7,063			444
Foreign currency impact to net increase in net assets resulting from operations	$	372		$	692

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($0.8) million and ($6.4) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2019 and 2018, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $1.2 million and $7.1 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $0.4 million and $0.7 million for the three months ended June 30, 2019 and 2018, respectively.

The following table summarizes the impact of foreign currency for the six months ended June 30, 2019 and 2018 (dollars in thousands):

	For the Six months ended June 30,
	2019			2018
Net change in unrealized appreciation (depreciation) on investments due to foreign currency	$	(426	)	$	(3,494	)
Net realized gain on investments due to foreign currency	66			7
Net change in unrealized appreciation (depreciation) on foreign currency translation	300			(26		)
Net realized loss on foreign currency transactions	(312		)	(265		)
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts	(9,149		)	7,594
Net realized gain (loss) on forward currency exchange contracts	10,696			(2,873		)
Foreign currency impact to net increase in net assets resulting from operations	$	1,175		$	943

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($0.4) million and ($3.8) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2019 and 2018, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $1.5 million and $4.7 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $1.1 million and $0.9 million for the six months ended June 30, 2019 and 2018, respectively.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended June 30, 2019 and 2018, the net increase in net assets resulting from operations was $19.2 million and $6.2 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended June 30, 2019 and 2018, our per share net increase in net assets resulting from operations was $0.37 and $0.17, respectively.

For the six months ended June 30, 2019 and 2018, the net increase in net assets resulting from operations was $58.5 million and $17.5 million, respectively. Based on the weighted average shares of common stock outstanding for the six months ended June 30, 2019 and 2018, our per share net increase in net assets resulting from operations was $1.14 and $0.54, respectively.

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Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, 2018-1 Notes, and cash flows from operations. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements); (3) debt service, repayment, and other financing costs; and, (4) cash distributions to the holders of our common shares.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time enter into additional debt facilities, increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of June 30, 2019 and December 31, 2018, our asset coverage ratio was 168% and 257%, respectively.

At June 30, 2019 and December 31, 2018, we had $128.9 million and $33.3 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

At June 30, 2019 we had approximately $138.1 million of availability on our BCSF Revolving Credit Facility, $157.9 million of availability on our Citibank Revolving Credit Facility, and $79.2 million of availability on our JPM Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2018 we had approximately $228.7 million of availability on our BCSF Revolving Credit Facility, subject to existing terms and regulatory requirements.

For the six months ended June 30, 2019, cash, foreign cash, restricted cash, and cash equivalents increased by $95.6 million. During the six months ended June 30, 2019, we used $157.2 million in cash for operating activities, primarily to purchase investments of $782.2 million, which was offset by proceeds from principal payments and sales of investments of $562.5 million, and a net increase in net assets resulting from operations of $58.5 million. During the six months ended June 30, 2019, we generated $253.4 million from financing activities, primarily from borrowings on our BCSF Revolving Credit Facility, Citibank Revolving Credit Facility, and our JPM Credit Facility, together referred to as the “Revolving Credit Facilities,” of $626.1 million, offset by repayments on our Revolving Credit Facilities of $333.3 million and distributions paid during the period of $38.9 million.

For the six months ended June 30, 2018, cash, foreign cash and cash equivalents increased by $0.1 million. During the same period, we used $231.0 million in operating activities, primarily as a result of purchases of investments, slightly offset by proceeds from principal payments of investments. During the six months ended June 30, 2018, we generated $231.3 million from financing activities, primarily from borrowings on our Revolving Credit Facilities and the issuance of common stock, offset by repayments on our Revolving Credit Facilities.

Equity

On November 19, 2018, we closed our initial public offering (the “IPO”) issuing 7,500,000 shares of its common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated net proceeds, after expenses, of $145.4 million. All outstanding capital commitments from the Company’s Private Offering, were cancelled as of the completion of the IPO.

BCSF Investments, LLC and certain individuals adopted the 10b5-1 Plan in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, under which such parties will buy up to $20 million in the aggregate of our common stock in the open market during the period beginning after four full calendar weeks after the closing of the IPO and ending on the earlier of the date on which the capital committed to the 10b5-1 has been exhausted or one year after the closing of the IPO. For the six months ended June 30, 2019, 827,933 shares have been purchased under the 10b5-1 Plan at a weighted average price of $18.78, inclusive of commissions, for a total cost of $15.6 million. As of June 30, 2019, zero dollars remain under the 10b5-1 Plan and no further purchases are intended under the 10b5-1 Plan.

During the six months ended June 30, 2019, we issued 167,674.81 shares of our common stock to investors who have opted into our dividend reinvestment plan. During the six months ended June 30, 2018, we issued 156,793.49 shares of our common stock to investors who have opted into our dividend reinvestment plan.

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Securities Exchange Act of 1934. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2019, there have been no repurchases of common stock.

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Debt

Debt consisted of the following as of June 30, 2019, and December 31, 2018 (dollars in thousands):

	As of June 30, 2019						As of December 31, 2018
	Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value (1)		Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value (1)
BCSF Revolving Credit Facility	$	500,000	$	361,865	$	361,865	$	500,000	$	271,265	$	271,265
2018-1 Notes	365,700		365,700		363,745		365,700		365,700		363,660
Citibank Revolving Credit Facility	350,000		192,129		192,129		—		—		—
JPM Credit Facility	666,581		587,357		587,357		—		—		—
Total Debt	$	1,882,281	$	1,507,051	$	1,505,096	$	865,700	$	636,965	$	634,925

(1)Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.

SMBC Revolving Credit Agreement

On December 22, 2016, we entered into the revolving credit agreement (the “SMBC Revolving Credit Agreement”). The maximum commitment amount under the SMBC Revolving Credit Facility was $150.0 million, and may be increased up to $350.0 million (“Maximum Commitment”) with the consent of SMBC or reduced upon our request. Effective July 31, 2018, we reduced the commitment amount under the SMBC Revolving Credit Facility to $85.0 million. Proceeds under the SMBC Revolving Credit Facility may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments. The SMBC Revolving Credit Agreement contains certain covenants, including maintaining an asset coverage ratio of total assets to total borrowings of at least 200%.

Borrowings under the SMBC Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin. The SMBC Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 1.40%. We pay an unused commitment fee of: (a) where the Maximum Commitment which is unused on such date is greater than fifty (50) percent of the Maximum Commitment, a rate of 20 basis points (0.20%) per annum; or (b) where the Maximum Commitment which is unused on such date is less than or equal to fifty (50) percent of the Maximum Commitment, a rate of 15 basis points (0.15%) per annum. Interest is payable in arrears either on a one month, two month, three month or six month LIBOR period. Any amounts borrowed under the SMBC Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) December 22, 2019; (b) the date upon which SMBC declares the obligations, or the obligations become, due and payable after the occurrence of an event of default under the SMBC Revolving Credit Facility; (c) the date upon which we terminate the commitments under the SMBC Revolving Credit Facility; and (d) 45 days prior to the earlier of (1) the date upon which the commitment period under the subscription agreements terminates and (2) the date upon which the ability to make capital calls and receive capital contributions otherwise terminates.

On November 21, 2018, the SMBC Revolving Credit Facility was terminated. The proceeds from the initial public offering on November 15, 2018, were used to repay the total outstanding debt.

For the three months ended June 30, 2019 and 2018, the components of interest expense related to the Revolving Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	—	$	1,009
Unused facility fee	—		13
Amortization of deferred financing costs and upfront commitment fees	—		91
Total interest and debt financing expenses	$	—	$	1,113

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For the six months ended June 30, 2019 and 2018, the components of interest expense related to the Revolving Credit Facility were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	—	$	2,066
Unused facility fee	—		17
Amortization of deferred financing costs and upfront commitment fees	—		181
Total interest and debt financing expenses	$	—	$	2,264

BCSF Revolving Credit Facility

On October 4, 2017, we entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with us, as equity holder, BCSF I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The BCSF Revolving Credit Facility was subsequently amended on May 15, 2018 to reflect certain clarifications regarding margin requirements and hedging currencies. The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to $750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of June 30, 2019 and December 31, 2018, we were in compliance with these covenants.

Assets that are pledged as collateral for the BCSF Revolving Credit Facility are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the BCSF Revolving Credit Facility.

Borrowings under the BCSF Revolving Credit Facility bear interest at LIBOR plus a margin. As of June 30, 2019 and December 31, 2018, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 2.50%. We pay an unused commitment fee of 30 basis points (0.30%) per annum. Interest is payable quarterly in arrears. Any amounts borrowed under the BCSF Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) October 5, 2022 and (b) the date upon which all loans shall become due and payable in full, whether by acceleration or otherwise.

As of June 30, 2019 and December 31, 2018 there were $361.9 million and $271.3 million borrowings under the BCSF Revolving Credit Facility.

For the three months ended June 30, 2019 and 2018, the components of interest expense related to the BCSF Revolving Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	4,415	$	3,807
Unused facility fee	120		139
Amortization of deferred financing costs and upfront commitment fees	266		266
Total interest and debt financing expenses	$	4,801	$	4,212

For the six months ended June 30, 2019 and 2018, the components of interest expense related to the BCSF Revolving Credit Facility were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	9,403	$	6,503
Unused facility fee	207		317
Amortization of deferred financing costs and upfront commitment fees	529		530
Total interest and debt financing expenses	$	10,139	$	7,350

2018-1 Notes

On September 28, 2018 (the “2018-1 Closing Date”), the Company, through BCC Middle Market CLO 2018-1 LLC (the “2018-1 Issuer”), a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, completed its $451.2 million term debt securitization (the “CLO Transaction”). The notes issued in connection with the CLO Transaction (the “2018-1 Notes”) are secured by a diversified portfolio of the Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2018-1 Portfolio”). At the 2018-1 Closing Date, the 2018-1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the CLO Transaction.

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The CLO Transaction was executed through a private placement of the following 2018-1 Notes (dollars in thousands):

2018-1 Notes	Principal Amount		Spread above Index	Interest rate at June 30, 2019
Class A-1 A	$	205,900	1.55% + 3 Month LIBOR	4.14	%
Class A-1 B	45,000		1.50% + 3 Month LIBOR (first 24 months)	4.09	%
			1.80% + 3 Month LIBOR (thereafter)
Class A-2	55,100		2.15% + 3 Month LIBOR	4.74	%
Class B	29,300		3.00% + 3 Month LIBOR	5.59	%
Class C	30,400		4.00% + 3 Month LIBOR	6.59	%
Total 2018-1 Notes	365,700
Membership Interests	85,450		Non-interest bearing	Not applicable
Total	$	451,150

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes were issued at par and are scheduled to mature on October 20, 2030. The Company received 100% of the membership interests (the “Membership Interests”) in the 2018-1 Issuer in exchange for its sale to the 2018-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest.

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes are included in the consolidated financial statements of the Company. The Membership Interests are eliminated in consolidation.

The Company serves as portfolio manager of the 2018-1 Issuer pursuant to a portfolio management agreement between the Company and the 2018-1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.

During the reinvestment period (four years from the closing date of the CLO Transaction), pursuant to the indenture governing the 2018-1 Notes, all principal collections received on the underlying collateral may be used by the 2018-1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2018-1 Issuer and in accordance with the 2018-1 Issuer’s investment strategy and the terms of the indenture.

The Company has agreed to hold on an ongoing basis the Membership Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate amount of all obligations issued by the 2018-1 Issuer for so long as the 2018-1 Notes remain outstanding.

The 2018-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2018-1 Issuer.

As of June 30, 2019, there were 63 first lien and second lien senior secured loans with a total fair value of approximately $423.5 million and cash of $27.9 million securing the 2018-1 Notes. Assets that are pledged as collateral for the 2018-1 Notes are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture governing the 2018-1 Notes. As of December 31, 2018, there were 75 first lien and second lien senior secured loans with a total fair value of approximately $437.2 million and cash of $18.0 million securing the 2018-1 Notes. Such assets are included in the Company’s consolidated financial statements. The creditors of the 2018-1 Issuer have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2018-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2018-1 Notes. As of June 30, 2019 and December 31, 2018, the Company was in compliance with its covenants related to the 2018-1 Notes.

Costs of $2.1 million were incurred in connection with debt securitization of the 2018-1 Notes by the 2018-1 Issuer which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2018-1 Notes on the consolidated statements of assets and liabilities and are being amortized over the life of the 2018-1 Issuer using the effective interest method. The balance of the unamortized deferred financing costs related to the 2018-1 Issuer was $2.0 million and $2.0 million as of June 30, 2019 and December 31, 2018, respectively.

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For the three months ended June 30, 2019 and 2018, the components of interest expense related to the 2018-1 Issuer were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	4,238	$	—
Amortization of deferred financing costs and upfront commitment fees	43		—
Total interest and debt financing expenses	$	4,281	$	—

For the six months ended June 30, 2019 and 2018, the components of interest expense related to the 2018-1 Issuer were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	8,477	$	—
Amortization of deferred financing costs and upfront commitment fees	86		—
Total interest and debt financing expenses	$	8,563	$	—

Citibank Revolving Credit Facility

On February 19, 2019, the Company entered into a credit and security agreement (the “Credit Agreement” or the “Citibank Revolving Credit Facility”) with the Company as equity holder and servicer, BCSF II-C, LLC as Borrower, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent and Custodian. The Credit Agreement is effective as of February 19, 2019.

The facility amount under the Credit Agreement is $350.0 million. Proceeds of the loans under the Credit Agreement may be used to acquire certain qualifying loans and such other uses as permitted under the Credit Agreement. The period from the closing date until February 19, 2020 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the Credit Agreement. The final maturity date is the earliest of: (a) the business day designated by the Borrower as the final maturity date upon not less than three business days’ prior written notice to the Administrative Agent, the Collateral Agent, the Lenders, the Custodian and the Collateral Administrator, (b) February 19, 2022 and (c) the date on which the Administrative Agent provides notice of the declaration of the final maturity date after the occurrence of an event of default. The Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of June 30, 2019, we were in compliance with these covenants.

Assets that are pledged as collateral for the Citibank Revolving Credit Facility are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the Citibank Revolving Credit Facility.

Borrowings under the Citibank Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin. During the period prior to the last day of the reinvestment period, borrowings under the Credit Agreement will bear interest at a rate equal to the three-month LIBOR plus 1.60%. Commencing on the last day of the reinvestment period, the interest rate on borrowings under the Credit Agreement will reset to three month LIBOR plus 2.60% for the remaining term of the Credit Agreement. We pay an unused commitment fee based on a corresponding utilization rate; (i) 0 basis points (0.00%) per annum when greater than or equal to 85.0% utilization, (ii) 25 basis points (0.25%) per annum when greater than or equal to 75.0% but less than 85.0% utilization, (iii) 50 basis points (0.50%) per annum when greater than or equal to 50.0% but less than 75.0% utilization, (iv) 75 basis points (0.75%) per annum when greater than or equal to 25.0% but less than 50% utilization, or (v) 100 basis points (1.00%) per annum when less than 25.0% utilization.

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As of June 30, 2019, there were $192.1 million borrowings under the Citibank Revolving Credit Facility.

For the three months ended June 30, 2019 and 2018, the components of interest expense related to the Citibank Revolving Credit Facility were as follows (dollars in thousands):

	2019		2018
Borrowing interest expense	$	2,024	$	—
Unused facility fee	209		—
Amortization of deferred financing costs and upfront commitment fees	10		—
Total interest and debt financing expenses	$	2,243	$	—

For the six months ended June 30, 2019 and 2018, the components of interest expense related to the Citibank Revolving Credit Facility were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	2,930	$	—
Unused facility fee	223		—
Amortization of deferred financing costs and upfront commitment fees	16		—
Total interest and debt financing expenses	$	3,169	$	—

JPM Credit Facility

On April 30, 2019, the Company entered into a loan and security agreement (the “JPM Credit Agreement” or the “JPM Credit Facility”) as Borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank.

The facility amount under the JPM Credit Agreement is $666.6 million. Proceeds of the loans under the JPM Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the JPM Credit Agreement. The period from the effective date until November 29, 2020 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the JPM Credit Facility.

The maturity date is the earliest of: (a) November 29, 2022, (b) the date on which the secured obligations become due and payable following the occurrence of an event of default, (c) the date on which the advances are repaid in full and (d) the date after a market value cure failure occurs on which all portfolio investments have been sold and proceeds therefrom have been received by the Borrower. The stated maturity date of November 29, 2022 may be extended for successive one year periods by mutual agreement of the Borrower and the Administrative Agent.

The JPM Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

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Borrowings under the JPM Credit Facility bear interest at LIBOR plus a margin. As of June 30, 2019, JPM Credit Facility was accruing interest expense at a rate of LIBOR plus 2.75%. We pay an unused commitment fee of 75 basis points (0.75%) per annum. Interest is payable quarterly in arrears.

As of June 30, 2019, there were $587.4 million borrowings under the JPM Credit Facility.

For the three months ended June 30, 2019 and 2018, the components of interest expense related to the JPM Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	5,155	$	—
Unused facility fee	126		—
Amortization of deferred financing costs and upfront commitment fees	13		—
Total interest and debt financing expenses	$	5,294	$	—

For the six months ended June 30, 2019 and 2018, the components of interest expense related to the JPM Credit Facility were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	5,155	$	—
Unused facility fee	126		—
Amortization of deferred financing costs and upfront commitment fees	13		—
Total interest and debt financing expenses	$	5,294	$	—

Distribution Policy

The following table summarizes distributions declared during the six months ended June 30, 2019 (dollars in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 21, 2019	March 29, 2019	April 12, 2019	$	0.41	$	21,107
May 7, 2019	June 28, 2019	July 29, 2019	$	0.41	$	21,176
Total distributions declared			$	0.82	$	42,283

The following table summarizes distributions declared during the six months ended June 30, 2018 (dollars in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
March 28, 2018	March 28, 2018	May 17, 2018	$	0.34	$	10,610
June 28, 2018	June 28, 2018	August 10, 2018	$	0.36	$	13,484
Total distributions declared			$	0.70	$	24,094

Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.

We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as, a regulated investment company (a “RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.

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We intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain all or a portion of our net capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders.

We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to the IPO, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their subscription agreements, through the private offering. The elections of stockholders that make an election prior to the IPO shall remain effective after the IPO.

The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.

Commitments and Off-Balance Sheet Arrangements

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.

As of June 30, 2019, the Company had $186.6 million of unfunded commitments under loan and financing agreements as follows (dollars in thousands):

	Expiration Date (1)	Unfunded Commitments (2)
First Lien Senior Secured Loans
A&R Logistics, Inc. — Revolver	5/5/2025	$	5,409
Abracon Group Holding, LLC. — Revolver	7/18/2024	2,833
AMI US Holdings Inc. — Revolver	4/1/2024	1,395
Amspec Services, Inc. — Revolver	7/2/2024	643
Ansira Holdings, Inc. — Delayed Draw	12/20/2022	1,509
Ansira Holdings, Inc. — Revolver	12/20/2022	5,440
AP Plastics Group, LLC — Revolver	8/2/2021	8,500
Appriss Holdings, Inc. — Revolver	5/30/2025	4,711
Aramsco, Inc. — Revolver	8/28/2024	3,048
Batteries Plus Holding Corporation — Revolver	7/6/2022	4,250
Captain D’s LLC — Revolver	12/15/2023	1,167
Chase Industries, Inc. — Delayed Draw	5/12/2025	2,619
Clinical Innovations, LLC — Revolver	10/17/2022	719
CMI Marketing Inc. — Revolver	5/24/2023	2,112
CPS Group Holdings, Inc. — Revolver	3/3/2025	4,933
Cruz Bay Publishing, Inc. — Delayed Draw	2/28/2020	1,587
Cruz Bay Publishing, Inc. — Revolver	2/28/2020	567
CST Buyer Company — Revolver	3/1/2023	897
Datix Bidco Limited — Revolver	10/28/2024	1,235
Direct Travel, Inc. — Delayed Draw	12/1/2021	1,883
Direct Travel, Inc. — Revolver	12/1/2021	4,250
Dorner Manufacturing Corp — Revolver	3/15/2022	1,099
Drilling Info Holdings, Inc. — Delayed Draw	7/30/2025	80
Efficient Collaborative Retail Marketing Company, LLC — Revolver	6/15/2022	3,542
Element Buyer, Inc. — Delayed Draw	7/18/2025	7,933
Element Buyer, Inc. — Revolver	7/19/2024	3,683
FFI Holdings I Corp — Delayed Draw	1/24/2025	8,138
FFI Holdings I Corp — Revolver	1/24/2025	2,877
Fineline Technologies, Inc. — Revolver	11/4/2022	2,424
Grammer Purchaser, Inc. — Revolver	9/30/2024	1,050
Great Expressions Dental Center PC — Revolver	9/28/2022	727
Hightower Holding, LLC — Delayed Draw	1/31/2025	5,120
Home Franchise Concepts, Inc. — Revolver	7/9/2024	2,530
Horizon Telcom, Inc. — Delayed Draw	6/15/2023	1,487
Horizon Telcom, Inc. — Revolver	6/15/2023	1,159
Ivy Finco Limited — First Lien Senior Secured Loan	5/19/2025	8,985
Margaux Acquisition Inc. — Delayed Draw	12/19/2024	7,139
Margaux Acquisition Inc. — Revolver	12/19/2024	2,872
Margaux UK Finance Limited — Revolver	12/19/2024	634
Mertus 522. GmbH — Delayed Draw	5/15/2026	14,933
PRCC Holdings, Inc. — Revolver	2/1/2021	3,542
Profile Products LLC — Revolver	12/20/2024	3,833
RoC Opco LLC — Revolver	2/25/2025	10,241
Solaray, LLC — Delayed Draw	9/11/2023	1,509
Solaray, LLC — Revolver	9/9/2022	3,683
Stanton Carpet Corp. — Revolver	11/21/2022	4,250
Symplr Software, Inc. — Revolver	11/30/2023	2,120
TCFI Aevex LLC — Revolver	5/13/2025	2,350
TEI Holdings Inc. — Revolver	12/20/2022	2,267
Tidel Engineering, L.P. — Revolver	3/1/2023	4,250
WCI-HSG Purchaser, Inc. — Revolver	2/24/2025	2,015
WU Holdco, Inc. — Delayed Draw	3/26/2026	5,635
WU Holdco, Inc. — Revolver	3/26/2025	3,944
Zywave, Inc. — Revolver	11/17/2022	851
Total First Lien Senior Secured Loans		$	186,609

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(1)Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of June 30, 2019.

As of December 31, 2018, the Company had $110.2 million of unfunded commitments under loan and financing agreements as follows (dollars in thousands):

	Expiration Date (1)	Unfunded Commitments (2) (3)
First Lien Senior Secured Loans
Abracon Group Holding, LLC — Revolver	7/18/2024	$	2,833
Aimbridge Hospitality LP — Revolver	6/22/2022	1,177
AMCP Clean Acquisition Company, LLC — Delayed Draw Term Loan	6/16/2025	2,315
Amspec Services, Inc. — Revolver	7/2/2024	4,735
Ansira Holdings, Inc. — Revolver	12/20/2022	5,440
AP Plastics Group, LLC— Revolver	8/1/2021	8,500
API Technologies Corp. — Revolver	4/22/2024	4,183
Aramsco, Inc. — Revolver	8/28/2024	3,161
Batteries Plus Holding Corporation — Revolver	7/6/2022	4,250
Caliper Corporation — Revolver	11/30/2023	2,358
Captain D’s LLC — Revolver	12/15/2023	1,074
Chase Industries, Inc. — Delayed Draw Term Loan	5/12/2025	3,544
Clinical Innovations, LLC — Revolver	10/17/2022	1,113
CMI Marketing Inc. — Revolver	5/24/2023	2,112
Cruz Bay Publishing, Inc. — Revolver	6/6/2019	567
CST Buyer Company — Revolver	3/1/2023	897
Datix Bidco Limited — Revolver	10/28/2024	1,240
Direct Travel, Inc. — Revolver	12/1/2021	4,250
Dorner Manufacturing Corp. — Revolver	3/15/2022	1,044
Drilling Info Holdings, Inc. — Delayed Draw Term Loan	7/30/2025	1,663
Efficient Collaborative Retail Marketing Company, LLC — Revolver	6/15/2022	3,542
Element Buyer, Inc. — Revolver	7/19/2024	4,250
ENC Holding Corporation — Delayed Draw Term Loan	5/30/2025	595
FineLine Technologies, Inc. — Revolver	11/2/2021	2,162
Grammer Purchaser, Inc. — Revolver	9/30/2024	945
Great Expressions Dental Centers PC — Revolver	9/28/2022	213
Home Franchise Concepts, Inc. — Revolver	7/9/2024	2,530
Horizon Telcom, Inc. — Delayed Draw Term Loan	6/15/2023	1,738
Horizon Telcom, Inc. — Revolver	6/15/2023	1,159
Margaux UK Finance — Revolver	12/19/2024	636
Margaux Acquisition Inc.— Revolver	12/19/2024	2,257
McKissock, LLC — Revolver	8/5/2021	1,842
PRCC Holdings, Inc. — Revolver	2/1/2021	3,542
Profile Products LLC — Revolver	12/20/2024	3,833
Solaray, LLC — Revolver	9/9/2022	7,084
Sovos Compliance, LLC — Delayed Draw Term Loan	3/1/2022	871
Sovos Compliance, LLC — Revolver	3/1/2022	1,452
Stanton Carpet Corp. — Revolver	11/21/2022	4,250
TEI Holdings Inc. — Revolver	12/20/2022	3,542
Tidel Engineering, L.P. — Revolver	3/1/2023	4,250
Zywave, Inc. — Revolver	11/17/2022	512
Total First Lien Senior Secured Loans		$	107,661
Other Unfunded Commitments
BCC Jetstream Holdings Aviation (On II), LLC		2,562
Total Other Unfunded Commitments		$	2,562
Total		$	110,223

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(1)Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2018.

(3)Unfunded commitments represent unfunded commitments to fund investments, excluding our investment in ABCS as of December 31, 2018.

Significant Accounting Estimates and Critical Accounting Policies

Basis of Presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s unaudited consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 1, 6, 10 and 12 of Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). Our financial currency is U.S. dollars and these consolidated financial statements have been prepared in that currency.

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

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consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Revenue Recognition

We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, as applicable.

Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.

Valuation of Portfolio Investments

Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If we cannot obtain a price from an independent pricing service or if the independent pricing service is not deemed to be representative with the market, we value certain investments held by us on the basis of prices provided by principal market makers. Generally investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained, in some cases, primarily illiquid securities, multiple quotes may not be available and the mid of the bid/ask from one broker will be used. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the Board, based on the input of our Advisor, our Audit Committee and one or more independent third party valuation firms engaged by our Board.

With respect to unquoted securities, we value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may 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.

With respect to investments for which market quotations are not readily available, the Advisor will undertake a multi-step valuation process, which includes among other things, the below:

·Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Advisor responsible for the portfolio investment or by an independent valuation firm;

·Preliminary valuation conclusions are then documented and discussed with our senior management and our Advisor. Agreed upon valuation recommendations are presented to our Audit Committee;

·Our Audit Committee of our Board reviews the valuations presented and recommends values for each of the investments to our Board;

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·At least once annually, the valuation for each portfolio investment constituting a material portion of the Company’s portfolio will be reviewed by an independent valuation firm; and

·Our Board discusses valuations and determines the fair value of each investment in good faith based upon, among other things, the input of our Advisor, independent valuation firms, where applicable, and our Audit Committee.

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio companies ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective after December 15, 2019. Early adoption is permitted. We are currently evaluating the impact this change will have on our consolidated financial statements and disclosures.

Contractual Obligations

We have entered into the Amended Advisory Agreement with our Advisor (which supercedes the Investment Advisory Agreement dated November 14, 2018 we had previously entered into). Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Amended Advisory Agreement. Under the Amended Advisory Agreement, we have agreed to pay an annual base management fee as well as an incentive fee based on our investment performance.

On October 11, 2018 the Board approved, subject to completion of the IPO, the Investment Advisory Agreement. Beginning with the calendar quarter that commences January 1, 2019, this Investment Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement.  Pursuant to this Agreement, effective February 1, 2019, the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.

We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment.

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Amended Advisory Agreement and Administration Agreement.

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A summary of the maturities of our principal amounts of debt and other contractual payment obligations as of June 30, 2019 are as follows (dollars in thousands):

	Payments Due by Period
	Total		Less than 1 year		1 — 3 years		3 — 5 years		More than 5 years
BCSF Revolving Credit Facility	$	361,865	$	—	$	—	$	361,865	$	—
2018-1 Notes	365,700		—		—		—		365,700
Citibank Revolving Credit Facility	192,129		—		192,129		—		—
JPM Credit Facility	587,357		—		—		587,357		—
Total Debt Obligations	$	1,507,051	$	—	$	192,129	$	949,222	$	365,700

Subsequent Events

On July 17, 2019, the Board of Directors (the “Board”) appointed Amy Butte and Clare Richer as Class I independent directors of Bain Capital Specialty Finance, Inc. (the “Company”). Effective upon the appointments of Ms. Butte and Ms. Richer as directors, the size of the Board was expanded from five to seven members.  The Board appointed Ms. Butte and Ms. Richer to the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee. These appointments are effective August 1, 2019.

On August 1, 2019, with effect as of August 31, 2019, the Board of the Company amended its dividend reinvestment plan to incorporate certain clarifying changes (i) with respect to the mechanism by which the Company may issue new shares of common stock or make open market purchases of its common stock under its dividend reinvestment plan, (ii) to delete references to provisions that would apply prior to a listing of the common stock of the Company on an exchange and (iii) updating the notice provision to Shareholders to reflect the Company’s exchange listing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may 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.

Assuming that the statement of financial condition as of June 30, 2019 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.

							Net Increase
	Increase (Decrease) in			Increase (Decrease) in			(Decrease) in
Change in Interest Rates	Interest Income			Interest Expense			Net Investment Income
Down 25 basis points	$	(5,661	)	$	(3,768	)	$	(1,893	)
Up 100 basis points	23,166			15,071			8,095
Up 200 basis points	46,710			30,141			16,569
Up 300 basis points	70,318			45,212			25,106

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2019 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the six months ended June 30, 2019, there have been no material changes from the risk factors set forth 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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits, Financial Statement Schedules

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the six months ended June 30, 2019 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).

Exhibit Number	Description of Document
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
3.2	Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
4.1	Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.1	Second Amended and Restated Investment Advisory Agreement, dated February 1, 2019, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on February 1, 2019).
10.2	Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.3	Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.4	Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.5	Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.6	Revolving Credit Agreement, dated December 22, 2016, among the Company, as Borrower, BCSF Holdings, L.P., as the Feeder Fund, and BCSF Holdings Investors, L.P., as the Feeder Fund General Partner and Sumitomo Mitsui Banking Corporation, as Sole Lead Arranger, Administrative Agent, Letter of Credit Issuer and Lender. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on December 23, 2016).
10.7	Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.7. to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 13, 2017).
10.8	Omnibus Amendment No. 1, dated May 15, 2018, to Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on May 17, 2018).
10.9	Credit and Security Agreement, dated February 19, 2019, by and among the Company as Equityholder and Servicer, BCSF II-C, LLC as Borrower, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent and Custodian (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 28, 2019).
10.10	Loan and Security Agreement, dated April 30, 2019, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent  and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank.
14.1	Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on November 15, 2018).

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Exhibit Number	Description of Document
24.1	Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on March 29, 2017).
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bain Capital Specialty Finance, Inc.
Date: August 7, 2019	By:	/s/ Michael A. Ewald
	Name:	Michael A. Ewald
	Title:	Chief Executive Officer
Date: August 7, 2019	By:	/s/ Sally F. Dornaus
	Name:	Sally F. Dornaus
	Title:	Chief Financial Officer

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