TCG BDC II 10Q 2023 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2023


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

For the transition period to

Commission File No. 814-01248

Carlyle Credit Solutions, Inc.

(Exact name of Registrant as specified in its charter)


Maryland						81-5320146
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

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

Not Applicable

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

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
N/A	N/A	N/A

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

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

The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at August 10, 2023 was 55,472,032.

CARLYLE CREDIT SOLUTIONS, INC.

INDEX



Part I.	Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of June 30, 2023 (unaudited) and December 31, 2022	1
	Consolidated Statements of Operations for the three and six months ended June 30, 2023 and June 30, 2022 (unaudited)	2
	Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2023 and June 30, 2022 (unaudited)	3
	Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and June 30, 2022 (unaudited)	4
	Consolidated Schedules of Investments as of June 30, 2023 (unaudited) and December 31, 2022	5
	Notes to Consolidated Financial Statements (unaudited)	30
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Controls and Procedures	69
Part II.	Other Information
Item 1.	Legal Proceedings	70
Item 1A.	Risk Factors	70
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 3.	Defaults Upon Senior Securities	70
Item 4.	Mine Safety Disclosures	70
Item 5.	Other Information	70
Item 6.	Exhibits	71
	Signatures	72

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(dollar amounts in thousands, except per share data)


	June 30, 2023		December 31, 2022
ASSETS	(unaudited)
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $2,010,887 and $2,139,784, respectively)	$	1,931,443	$	2,090,871
Cash, cash equivalents and restricted cash	98,538		73,760

Receivable for investments sold	460		2,107

Interest receivable	18,696		21,648
Receivable for issuance of common stock	198		349
Prepaid expenses and other assets	9,041		9,427
Total assets	$	2,058,376	$	2,198,162
LIABILITIES
Secured borrowings (Note 5)	$	906,032	$	982,404
Payable for investments purchased	—		97

Interest and credit facility fees payable (Note 5)	15,639		13,559
Dividend payable (Note 7)	28,428		30,366
Management and incentive fees payable (Note 4)	7,635		7,703
Administrative service fees payable (Note 4)	878		854
Common stock proceeds received in advance	18,010		8,860
Other accrued expenses and liabilities	2,242		2,818
Total liabilities	978,864		1,046,661
Commitments and contingencies (Notes 6 and 9)
NET ASSETS
Common stock, $0.01 par value; 200,000,000 shares authorized; 55,812,408 and 58,396,516 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	558		584
Paid-in capital in excess of par value	1,137,611		1,188,720


Total distributable earnings (loss)	(58,657)		(37,803)
Total net assets	$	1,079,512	$	1,151,501
NET ASSETS PER SHARE	$	19.34	$	19.72

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollar amounts in thousands, except per share data)

(unaudited)


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	58,101	$	39,087	$	114,835	$	79,450
PIK income	2,874		2,502		5,647		5,048
Other income	701		1,646		3,019		3,583

Total investment income	61,676		43,235		123,501		88,081
Expenses:


Base management fees (Note 4)	2,709		3,027		5,456		5,827
Net investment income incentive fee (Note 4)	4,923		3,806		9,949		8,723

Professional fees	369		867		911		2,039
Administrative service fees (Note 4)	314		405		441		719
Interest expense and credit facility fees (Note 5)	18,104		7,961		35,388		14,863

Directors’ fees and expenses	68		107		146		202
Other general and administrative	422		484		1,094		1,154
Total expenses	26,909		16,657		53,385		33,527
Net investment income (loss) before taxes	34,767		26,578		70,116		54,554
Excise tax expense	298		—		401		—
Net investment income (loss)	34,469		26,578		69,715		54,554
Net realized gain (loss) and net change in unrealized appreciation (depreciation)
Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments	1,206		(246)		41		4,286
Net realized currency gain (loss) on non-investment assets and liabilities	13		1,113		(160)		(225)
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments	(26,519)		(26,209)		(30,531)		(44,653)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	(1,381)		5,141		(2,474)		9,793
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(26,681)		(20,201)		(33,124)		(30,799)
Net increase (decrease) in net assets resulting from operations	$	7,788	$	6,377	$	36,591	$	23,755
Basic and diluted earnings per common share (Note 7)	$	0.14	$	0.11	$	0.64	$	0.42
Weighted-average shares of common stock outstanding—basic and diluted (Note 7)	56,297,809		57,040,589		56,956,955		57,022,921

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(dollar amounts in thousands)

(unaudited)


	Six months ended June 30,
	2023		2022
Net increase (decrease) in net assets resulting from operations
Net investment income (loss)	$	69,715	$	54,554
Net realized gain (loss) on investments and non-investment assets and liabilities	(119)		4,061
Net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(33,005)		(34,860)
Net increase (decrease) in net assets resulting from operations	36,591		23,755
Capital transactions:
Common stock issued	30,030		64,700
Dividend reinvestment	962		—
Repurchase of common stock	(82,048)		—
Dividends declared (Note 7)	(57,524)		(61,779)
Net increase (decrease) in net assets resulting from capital transactions	(108,580)		2,921
Net increase (decrease) in net assets	(71,989)		26,676
Net assets at beginning of period	1,151,501		1,166,241
Net assets at end of period	$	1,079,512	$	1,192,917

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollar amounts in thousands)

(unaudited)


	Six months ended June 30,
	2023		2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	36,591	$	23,755
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs	842		831

Net accretion of discount on investments	(5,293)		(6,468)
Paid-in-kind interest	(6,168)		(6,886)
Net realized (gain) loss on investments	(41)		(4,286)
Net realized currency (gain) loss on non-investment assets and liabilities	160		225
Net change in unrealized (appreciation) depreciation on investments	30,531		44,653
Net change in unrealized currency (gains) losses on non-investment assets and liabilities	2,474		(9,793)
Cost of investments purchased and change in payable for investments purchased	(57,540)		(217,369)
Proceeds from sales and repayments of investments and change in receivable for investments sold	199,369		279,326
Changes in operating assets:
Interest receivable	2,952		3,597
Prepaid expenses and other assets	(456)		(606)
Changes in operating liabilities:

Due to Investment Adviser	—		475
Interest and credit facility fees payable	2,080		614
Management and incentive fee payable	(68)		(927)
Administrative service fees payable	24		332

Other accrued expenses and liabilities	(576)		(447)
Net cash provided by (used in) operating activities	204,881		107,026
Cash flows from financing activities:
Proceeds from issuance of common stock, inclusive of change in receivable for issuance of common stock and common stock proceeds received in advance	39,331		65,373
Repurchase of common stock	(82,048)		—
Borrowings on the Credit Facilities	139,000		154,978
Repayments of the Credit Facilities	(217,886)		(227,523)
Dividends paid in cash	(58,500)		(61,779)
Debt issuance costs paid	—		(3,103)

Net cash provided by (used in) financing activities	(180,103)		(72,054)
Net increase (decrease) in cash, cash equivalents and restricted cash	24,778		34,972
Cash, cash equivalents and restricted cash, beginning of period	73,760		65,838
Cash, cash equivalents and restricted cash, end of period	$	98,538	$	100,810
Supplemental disclosures:

Interest and credit facility fees paid during the period	$	32,380	$	13,453
Taxes, including excise tax, paid during the period	$	69	$	—
Dividends declared during the period	$	57,524	$	61,779
Dividends reinvested during the period	$	962	$	—

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
First Lien Debt (82.8% of fair value)
ADPD Holdings, LLC	^+#	(2)(3)(11)(13)	Consumer Services	SOFR	6.00%	11.24%	8/16/2022	8/15/2028	$	20,288	$	19,807	$	19,664	1.82	%
Advanced Web Technologies Holding Company	^+	(2)(3)(13)	Containers, Packaging & Glass	LIBOR	6.25%	11.31%	12/17/2020	12/17/2026	16,751		16,516		16,700		1.55
Advanced Web Technologies Holding Company	^	(2)(3)	Containers, Packaging & Glass	LIBOR	6.50%	11.80%	12/16/2021	12/17/2026	999		985		1,003		0.09
Advanced Web Technologies Holding Company	^	(2)(3)(11)	Containers, Packaging & Glass	SOFR	6.75%	12.19%	6/2/2023	12/17/2026	992		963		1,003		0.09
Alpine Acquisition Corp II	^+	(2)(3)(11)(13)	Transportation: Cargo	SOFR	5.75%	11.01%	4/19/2022	11/30/2026	21,473		21,099		20,823		1.93
American Physician Partners, LLC	^	(2)(3)(8)(11)	Healthcare & Pharmaceuticals	SOFR	10.25% (100% PIK)	15.52%	12/16/2022	6/30/2023	3,366		3,233		—		—
American Physician Partners, LLC	+#	(2)(3)(8)(11)(12)	Healthcare & Pharmaceuticals	SOFR	10.25% (100% PIK)	15.52%	1/7/2019	8/5/2022	44,345		41,136		—		—
Analogic Corporation	+#	(2)(3)(11)(13)	Capital Equipment	SOFR	5.25%	10.45%	6/22/2018	6/22/2024	26,724		26,628		26,527		2.46
Apex Companies Holdings, LLC	#	(2)(3)(13)	Environmental Industries	SOFR	6.25%	11.30%	1/31/2023	1/31/2028	3,338		3,233		3,238		0.30
Applied Technical Services, LLC	^	(2)(3)(11)(13)	Business Services	SOFR	5.75%	11.14%	12/29/2020	12/29/2026	560		552		557		0.05
Appriss Health, LLC	^+#	(2)(3)(13)	Healthcare & Pharmaceuticals	LIBOR	6.75%	11.90%	5/6/2021	5/6/2027	44,222		43,562		43,195		4.00
Apptio, Inc.	+#	(2)(3)(13)	Software	LIBOR	5.00%	10.20%	1/10/2019	1/10/2025	26,251		26,080		26,251		2.43
Ascend Buyer, LLC	#	(2)(3)(11)(13)	Containers, Packaging & Glass	SOFR	6.40%	11.79%	9/30/2021	9/30/2028	12,434		12,217		12,069		1.12
Associations, Inc.	^#	(2)(3)(11)(13)	Construction & Building	SOFR	4.00%, 2.50% PIK	11.76%	7/2/2021	7/2/2027	13,014		12,923		12,761		1.18
Atlas AU Bidco Pty Ltd (Australia)	^	(2)(3)(6)(13)	High Tech Industries	SOFR	7.25%	12.40%	12/15/2022	12/12/2029	1,445		1,400		1,428		0.13
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	+#	(2)(3)(6)	Software	LIBOR	6.00%	11.27%	12/24/2019	12/24/2026	36,281		35,767		34,304		3.18
Avalara, Inc.	+#	(2)(3)(13)	Diversified Financial Services	SOFR	7.25%	12.49%	10/19/2022	10/19/2028	13,500		13,162		13,567		1.26
Barnes & Noble, Inc.	+	(2)(3)(9)(11)	Retail	SOFR	8.31%	13.50%	8/7/2019	12/20/2026	27,125		26,460		26,677		2.47
BlueCat Networks, Inc. (Canada)	^+	(2)(3)(6)(13)	High Tech Industries	SOFR	4.00%, 2.00% PIK	11.23%	8/8/2022	8/8/2028	13,800		13,531		13,596		1.26
BMS Holdings III Corp.	+#	(2)(3)	Construction & Building	SOFR	5.50%	10.89%	9/30/2019	9/30/2026	28,907		28,526		28,219		2.61
Bradyifs Holdings, LLC	#	(2)(3)(11)(13)	Wholesale	SOFR	6.25%	11.56%	2/21/2020	11/22/2025	19,605		19,399		19,278		1.79
Bubbles Bidco S.P.A. (Italy)	^	(2)(6)(13)	Consumer Goods: Non-Durable	EURIBOR	9.00% (100% PIK)	12.58%	10/20/2021	10/20/2028	€	5,189	5,823		5,680		0.53

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Bubbles Bidco S.P.A. (Italy)	^	(2)(6)(13)	Consumer Goods: Non-Durable	EURIBOR	6.25%	9.83%	10/20/2021	10/20/2028	€	—	$	—	$	(24)	—	%
CD&R Madison Parent Ltd (United Kingdom)	^	(2)(6)	Business Services	EURIBOR	8.00%	11.46%	2/27/2023	2/27/2030	€	121	124		128		0.01
CD&R Madison Parent Ltd (United Kingdom)	^	(2)(6)(13)	Business Services	SONIA	8.50%	12.93%	2/27/2023	2/27/2030	£	245	284		303		0.03
Celerion Buyer, Inc.	#	(2)(3)(13)	Healthcare & Pharmaceuticals	SOFR	6.50%	11.59%	11/3/2022	11/3/2029	1,568		1,523		1,547		0.14
Chartis Holding, LLC	^+#	(2)(3)(11)(13)	Business Services	SOFR	5.00%	10.22%	5/1/2019	5/1/2025	39,537		39,244		39,316		3.64
Chemical Computing Group ULC (Canada)	^+	(2)(3)(6)(11)(13)	Software	SOFR	4.50%	9.70%	8/30/2018	8/30/2024	11,946		11,925		11,850		1.10
CircusTrix Holdings, LLC	^+	(2)(3)(11)	Leisure Products & Services	SOFR	5.50%	10.70%	2/2/2018	1/16/2024	10,507		10,495		10,507		0.97
CircusTrix Holdings, LLC	^	(2)(3)(11)	Leisure Products & Services	SOFR	5.50%	10.70%	1/8/2021	7/16/2023	269		212		269		0.02
Comar Holding Company, LLC	+#	(2)(3)(11)	Containers, Packaging & Glass	SOFR	5.75%	10.70%	6/18/2018	6/18/2024	43,655		43,479		40,459		3.75
Cority Software Inc. (Canada)	^+#	(2)(3)(6)(13)	Software	SOFR	5.00%	9.89%	7/2/2019	7/2/2026	55,355		54,776		54,970		5.09
Cority Software Inc. (Canada)	#	(2)(3)(6)	Software	SOFR	7.50%	11.89%	9/3/2020	7/2/2026	1,850		1,818		1,845		0.17
Coupa Holdings, LLC	#	(2)(3)(13)	Software	SOFR	7.50%	12.60%	2/27/2023	2/27/2030	2,160		2,099		2,137		0.20
CPI Intermediate Holdings, Inc.	#	(2)(3)(13)	Telecommunications	SOFR	5.50%	10.57%	10/6/2022	10/6/2029	3,863		3,786		3,670		0.34
CST Holding Company	#	(2)(3)(11) (13)	Consumer Goods: Non-Durable	SOFR	6.75%	11.95%	11/1/2022	11/1/2028	2,480		2,405		2,431		0.23
DCA Investment Holding LLC	+	(2)(3)	Healthcare & Pharmaceuticals	SOFR	6.41%	11.64%	3/11/2021	4/3/2028	12,148		12,022		11,772		1.09
Denali Midco 2, LLC	#	(2)(3)(11) (13)	Consumer Services	SOFR	6.50%	11.70%	9/15/2022	12/22/2027	8,304		8,042		7,907		0.73
Dermatology Associates	^	(2)(3)(11)	Healthcare & Pharmaceuticals	SOFR	6.25% (100% PIK)	11.64%	2/15/2018	9/29/2023	9,647		9,647		9,637		0.89
Dermatology Associates	^	(2)(3)(8)(9)	Healthcare & Pharmaceuticals	SOFR	11.36% (100% PIK)	16.65%	2/15/2018	9/29/2023	11,761		6,106		8,548		0.79
Diligent Corporation	^	(2)(3)(11)(13)	Telecommunications	SOFR	6.25%	11.45%	8/4/2020	8/4/2025	664		654		642		0.06
Dwyer Instruments, Inc.	#	(2)(3)(11)(13)	Capital Equipment	SOFR	5.75%	11.09%	7/21/2021	7/21/2027	13,818		13,610		13,662		1.27
Eliassen Group, LLC	^+	(2)(3)(13)	Business Services	SOFR	5.50%	10.83%	4/14/2022	4/14/2028	20,851		20,549		20,564		1.90
Ellkay, LLC	#	(2)(3)(13)	Healthcare & Pharmaceuticals	LIBOR	6.25%	11.47%	9/14/2021	9/14/2027	14,035		13,799		12,696		1.18
EPS Nass Parent, Inc.	#	(2)(3)(11)(13)	Utilities: Electric	SOFR	5.75%	11.14%	4/19/2021	4/19/2028	938		924		904		0.08
Excel Fitness Holdings, Inc.	^#	(2)(3)(11)(13)	Leisure Products & Services	SOFR	5.25%	10.63%	4/29/2022	4/29/2029	6,782		6,660		6,438		0.60

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Excel Fitness Holdings, Inc.	#	(2)(3)(11)	Leisure Products & Services	SOFR	5.75%	11.14%	8/11/2022	4/29/2029	$	2,853	$	2,776	$	2,776	0.26	%
Excelitas Technologies Corp.	^+#	(2)(3)(11)(13)	Capital Equipment	SOFR	5.75%	10.94%	8/12/2022	8/12/2029	6,394		6,269		6,266		0.58
Excelitas Technologies Corp.	+	(2)	Capital Equipment	EURIBOR	5.75%	9.05%	8/12/2022	8/12/2029	£	2,538	2,558		2,723		0.25
FPG Intermediate Holdco, LLC	^	(2)(3)(11)(13)	Consumer Services	SOFR	6.50%	11.91%	8/5/2022	3/5/2027	727		586		480		0.04
Greenhouse Software, Inc.	^+#	(2)(3)(13)	Software	SOFR	7.00%	12.24%	3/1/2021	9/1/2028	32,796		32,113		32,020		2.97
Guidehouse LLP	^	(2)(3)(11)	Sovereign & Public Finance	SOFR	6.25%	11.45%	9/30/2022	10/16/2028	79		78		78		0.01
Hadrian Acquisition Limited (United Kingdom)	+	(2)(3)(6)(9)	Diversified Financial Services	SONIA	5.26%, 3.47% PIK	13.66%	2/28/2022	2/28/2029	£	7,465	9,723		9,338		0.87
Hadrian Acquisition Limited (United Kingdom)	+	(2)(3)(6)(13)	Diversified Financial Services	SONIA	5.00%, 2.75% PIK	12.68%	2/28/2022	2/28/2029	£	1,892	2,179		2,343		0.22
Harbour Benefit Holdings, Inc.	+#	(2)(3)(13)	Business Services	LIBOR	5.00%	10.39%	12/13/2017	12/13/2024	10,768		10,739		10,694		0.99
Heartland Home Services, Inc.	#	(2)(3)(11)(13)	Consumer Services	SOFR	5.75%	10.96%	2/10/2022	12/15/2026	4,024		3,987		3,967		0.37
Heartland Home Services, Inc.	+#	(2)(3)(11)(13)	Consumer Services	SOFR	6.00%	11.16%	12/15/2020	12/15/2026	31,453		31,039		31,315		2.90
Hercules Borrower LLC	^+	(2)(3)(11)(13)	Environmental Industries	SOFR	6.25%	11.59%	12/14/2020	12/14/2026	18,404		18,083		18,211		1.69
Hoosier Intermediate, LLC	^#	(2)(3)(13)	Healthcare & Pharmaceuticals	LIBOR	5.50%	10.82%	11/15/2021	11/15/2028	16,353		16,052		14,987		1.39
HS Spa Holdings Inc.	^+	(2)(3)(13)	Consumer Services	SOFR	5.75%	11.06%	6/2/2022	6/2/2029	8,747		8,575		8,558		0.79
iCIMS, Inc.	^+#	(2)(3)(13)	Software	SOFR	7.25%	12.38%	8/18/2022	8/18/2028	26,643		26,217		26,350		2.44
Infront Luxembourg Finance S.À R.L. (Luxembourg)	+#	(2)(6)	Leisure Products & Services	EURIBOR	9.00%	12.48%	5/28/2021	5/28/2027	€	33,000	39,294		35,740		3.31
Integrity Marketing Acquisition, LLC	+#	(2)(3)(11)	Diversified Financial Services	SOFR	6.05%	11.41%	8/7/2020	8/27/2025	32,019		31,815		31,317		2.90
IQN Holding Corp.	^+	(2)(3)(13)	Business Services	SOFR	5.25%	10.38%	5/2/2022	5/2/2029	6,871		6,803		6,799		0.63
Jeg's Automotive, LLC	#	(2)(3)(11)(13)	Automotive	SOFR	6.00%	11.37%	12/22/2021	12/22/2027	16,448		16,137		13,429		1.24
Kaseya, Inc.	+	(2)(3)(13)	High Tech Industries	SOFR	3.75%, 2.50% PIK	11.35%	6/23/2022	6/23/2029	36,036		35,350		35,374		3.28
Lifelong Learner Holdings, LLC	+#	(2)(3)(13)	Business Services	LIBOR	5.75%	11.02%	10/18/2019	10/18/2026	51,683		51,141		47,145		4.37
LinQuest Corporation	#	(2)(3)(11)	Aerospace & Defense	SOFR	5.75%	10.95%	7/28/2021	7/28/2028	9,825		9,672		9,026		0.84
LVF Holdings, Inc.	+#	(2)(3)(11)(13)	Beverage & Food	SOFR	6.25%	11.64%	6/10/2021	6/10/2027	40,863		40,264		39,022		3.61
Material Holdings, LLC	#	(2)(3)(11)(13)	Business Services	SOFR	6.00%	11.34%	8/19/2021	8/19/2027	15,539		15,284		14,599		1.35

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Maverick Acquisition, Inc.	+#	(2)(3)	Aerospace & Defense	LIBOR	6.25%	11.44%	6/1/2021	6/1/2027	$	43,302	$	42,690	$	35,164	3.26	%
Medical Manufacturing Technologies, LLC	#	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	5.50%	10.44%	12/23/2021	12/23/2027	14,875		14,632		14,594		1.35
NEFCO Holding Company LLC	+#	(2)(3)(11)(13)	Construction & Building	SOFR	6.50%	11.80%	8/5/2022	8/5/2028	12,907		12,654		12,757		1.18
North Haven Fairway Buyer, LLC	^+#	(2)(3)(13)	Consumer Services	SOFR	6.50%	11.73%	5/17/2022	5/17/2028	12,415		11,887		11,792		1.09
North Haven Stallone Buyer, LLC	^	(2)(3)(13)	Consumer Services	SOFR	5.75%	11.28%	10/11/2022	5/24/2027	49		46		46		0.00
Oak Purchaser, Inc.	^+	(2)(3)(13)	Business Services	SOFR	5.50%	10.37%	4/28/2022	4/28/2028	6,013		5,946		5,777		0.54
Oranje Holdco, Inc.	+	(2)(3)(13)	Business Services	SOFR	7.75%	12.79%	2/1/2023	2/1/2029	4,026		3,918		3,964		0.37
Performance Health Holdings, Inc.	#	(2)(3)(11)	Healthcare & Pharmaceuticals	SOFR	6.00%	10.96%	7/12/2021	7/12/2027	6,444		6,351		6,192		0.57
Pestco Intermediate, LLC	#	(2)(3)(11)(13)	Environmental Industries	SOFR	6.75%	12.14%	2/6/2023	2/17/2028	1,849		1,773		1,763		0.16
PF Atlantic Holdco 2, LLC	#	(2)(3)(11)(13)	Leisure Products & Services	SOFR	5.50%	10.89%	11/12/2021	11/12/2027	29,987		29,383		29,386		2.72
PF Growth Partners, LLC	+#	(2)(3)(11)	Leisure Products & Services	SOFR	5.00%	10.21%	7/1/2019	7/11/2025	7,916		7,870		7,864		0.73
Project Castle, Inc.	#	(2)(3)	Capital Equipment	SOFR	5.50%	10.41%	6/24/2022	6/1/2029	7,444		6,740		6,253		0.58
Prophix Software Inc. (Canada)	^+	(2)(3)(6)(13)	Software	LIBOR	6.50%	11.66%	2/1/2021	2/1/2026	14,618		14,398		14,618		1.35
Pushpay USA Inc.	#	(2)(3)(11)(13)	Diversified Financial Services	SOFR	6.75%	11.97%	5/10/2023	5/10/2030	8,025		7,769		7,765		0.72
PXO Holdings I Corp.	^+	(2)(3)(11)(13)	Chemicals, Plastics & Rubber	SOFR	5.50%	10.85%	3/8/2022	3/8/2028	8,491		8,335		8,252		0.76
QNNECT, LLC	#	(2)(3)(13)	Aerospace & Defense	SOFR	7.00%	12.08%	11/2/2022	11/2/2029	2,664		2,571		2,639		0.24
Quantic Electronics, LLC	#	(2)(3)(11)	Aerospace & Defense	SOFR	6.25%	11.47%	11/19/2020	11/19/2026	15,785		15,573		15,222		1.41
Quantic Electronics, LLC	#	(2)(3)(11)(13)	Aerospace & Defense	SOFR	6.25%	11.62%	3/1/2021	3/1/2027	9,775		9,614		9,351		0.87
Radwell Parent, LLC	#	(2)(3)(13)	Wholesale	SOFR	6.75%	11.99%	12/1/2022	4/1/2029	4,698		4,559		4,613		0.43
Riveron Acquisition Holdings, Inc.	+#	(2)(3)	Diversified Financial Services	LIBOR	5.75%	10.83%	5/22/2019	5/22/2025	19,274		19,136		19,274		1.79
RSC Acquisition, Inc.	+#	(2)(3)(11)(13)	Diversified Financial Services	SOFR	5.50%	10.76%	11/1/2019	11/1/2026	33,381		33,012		32,653		3.02
Sapphire Convention, Inc.	^#	(2)(3)(13)	Telecommunications	LIBOR	5.25%	10.72%	11/20/2018	11/20/2025	27,906		27,678		27,709		2.57
SCP Eye Care HoldCo, LLC	^	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	5.75%	10.99%	10/7/2022	10/7/2029	136		131		132		0.01
Smarsh Inc.	^+	(2)(3)(13)	Software	SOFR	6.50%	11.84%	2/18/2022	2/18/2029	3,673		3,601		3,609		0.33
SPay, Inc.	^+	(2)(3)(11)	Leisure Products & Services	SOFR	2.88%, 6.38% PIK	14.46%	6/15/2018	3/15/2025	25,463		25,373		22,013		2.04
Speedstar Holding, LLC	+#	(2)(3)(11)	Automotive	SOFR	7.25%	12.65%	1/22/2021	1/22/2027	26,557		26,208		26,546		2.46

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Spotless Brands, LLC	+#	(2)(3)(11)(13)	Consumer Services	SOFR	6.50%	11.71%	6/21/2022	7/25/2028	$	13,686	$	13,428	$	13,368	1.24	%
Spotless Brands, LLC	^	(2)(3)(11)(13)	Consumer Services	SOFR	6.75%	11.97%	6/21/2022	7/25/2028	—		(560)		(242)		(0.02)
Summit Acquisition, Inc.	#	(2)(3)(13)	Diversified Financial Services	SOFR	6.75%	11.99%	5/4/2023	5/1/2030	2,978		2,859		2,857		0.26
Tank Holding Corp.	^+	(2)(3)(11)(13)	Capital Equipment	SOFR	5.75%	10.95%	3/31/2022	3/31/2028	19,300		18,974		18,789		1.74
TCFI Aevex LLC	+#	(2)(3)(11)	Aerospace & Defense	SOFR	6.00%	11.20%	3/18/2020	3/18/2026	28,412		28,118		27,346		2.53
The Carlstar Group LLC	#	(2)(3)(11)(13)	Automotive	SOFR	6.50%	11.69%	7/8/2022	7/8/2027	14,080		13,762		13,985		1.30
Trader Corporation (Canada)	+#	(2)(3)(6)(13)	Automotive	CDOR	6.75%	11.96%	12/22/2022	12/22/2029	C$	1,205	863		899		0.08
Tufin Software North America, Inc.	^+#	(2)(3)(11)(13)	Software	SOFR	7.69%	13.07%	8/17/2022	8/17/2028	27,417		26,914		26,773		2.48
Turbo Buyer, Inc.	+#	(2)(3)(13)	Automotive	LIBOR	6.00%	11.59%	12/2/2019	12/2/2025	41,782		41,280		41,153		3.81
U.S. Legal Support, Inc.	^+	(2)(3)(11)(13)	Business Services	SOFR	5.75%	11.14%	11/30/2018	11/30/2024	21,610		21,490		21,241		1.97
US INFRA SVCS Buyer, LLC	+#	(2)(3)	Environmental Industries	LIBOR	6.50%, 0.25% PIK	12.13%	4/13/2020	4/13/2026	55,282		54,707		51,330		4.75
USALCO, LLC	#	(2)(3)(11)	Chemicals, Plastics & Rubber	SOFR	6.00%	11.22%	10/19/2021	10/19/2027	985		970		966		0.09
USR Parent Inc.	+	(2)(3)(9)	Retail	SOFR	7.60%	12.76%	4/22/2022	4/25/2027	4,000		3,968		3,897		0.36
Westfall Technik, Inc.	^+#	(2)(3)	Chemicals, Plastics & Rubber	SOFR	6.75%	12.14%	9/13/2018	9/13/2024	32,723		32,554		30,786		2.85
Wineshipping.com LLC	#	(2)(3)(11)(13)	Beverage & Food	SOFR	5.75%	11.15%	10/29/2021	10/29/2027	14,943		14,674		14,061		1.30
Yellowstone Buyer Acquisition, LLC	^	(2)(3)	Consumer Goods: Durable	LIBOR	5.75%	11.02%	9/13/2021	9/13/2027	442		435		420		0.04
YLG Holdings, Inc.	+	(2)(3)(11)	Consumer Services	SOFR	5.00%	10.16%	9/30/2020	11/1/2025	9,752		9,575		9,729		0.90

First Lien Debt Total											$	1,679,778	$	1,598,581	148.06	%
Second Lien Debt (13.5% of fair value)
11852604 Canada Inc. (Canada)	^	(2)(3)(6)(11)	Healthcare & Pharmaceuticals	SOFR	9.50% (100% PIK)	14.89%	9/30/2021	9/30/2028	$	8,151	$	8,026	$	7,988	0.74	%
AI Convoy S.A.R.L (United Kingdom)	+#	(2)(3)(6)	Aerospace & Defense	LIBOR	8.25%	13.64%	1/17/2020	1/17/2028	30,327		29,877		30,782		2.85
Aimbridge Acquisition Co., Inc.	+	(2)	Leisure Products & Services	LIBOR	7.50%	12.67%	2/1/2019	2/1/2027	21,047		20,746		20,012		1.85
AP Plastics Acquisition Holdings, LLC	+	(2)(3)(11)	Chemicals, Plastics & Rubber	SOFR	7.50%	12.69%	8/10/2021	8/10/2029	38,180		37,310		37,092		3.44
AQA Acquisition Holdings, Inc.	+	(2)(3)(11)	High Tech Industries	SOFR	7.50%	12.70%	5/14/2021	3/3/2029	5,538		5,428		5,509		0.51
Blackbird Purchaser, Inc.	+	(2)(3)(11)	Capital Equipment	SOFR	7.50%	12.70%	12/14/2021	4/8/2027	9,194		9,054		9,153		0.85
Brave Parent Holdings, Inc.	+	(2)	Software	SOFR	7.50%	12.95%	10/3/2018	4/19/2026	18,197		18,006		18,060		1.67
Drilling Info Holdings, Inc.	+	(2)(11)	Energy: Oil & Gas	SOFR	8.25%	13.45%	2/11/2020	7/30/2026	18,600		18,320		18,600		1.72
Jazz Acquisition, Inc.	+	(2)	Aerospace & Defense	LIBOR	8.00%	13.20%	6/13/2019	6/18/2027	23,450		23,247		23,376		2.17

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Outcomes Group Holdings, Inc.	#	(2)	Business Services	LIBOR	7.50%	12.69%	10/23/2018	10/26/2026	$	1,731	$	1,729	$	1,700	0.16	%
PAI Holdco, Inc.	+	(2)(3)	Automotive	LIBOR	5.50%, 2.00% PIK	12.77%	10/28/2020	10/28/2028	14,230		13,933		13,351		1.24
Peraton Corp.	+	(2)(3)(11)	Aerospace & Defense	SOFR	7.75%	12.98%	2/24/2021	2/1/2029	5,441		5,376		5,335		0.49
Quartz Holding Company	+	(2)(11)	Software	SOFR	8.00%	13.20%	4/2/2019	4/2/2027	11,900		11,768		11,845		1.10
Stonegate Pub Company Bidco Limited (United Kingdom)	+	(2)(6)	Beverage & Food	SONIA	8.50%	12.93%	3/12/2020	3/12/2028	£	20,000	24,848		23,947		2.22
TruGreen Limited Partnership	+	(2)(3)	Consumer Services	LIBOR	8.50%	13.77%	11/16/2020	11/2/2028	13,000		12,806		11,664		1.08
World 50, Inc.	#	(10)	Business Services	FIXED	11.50%	11.50%	1/10/2020	1/9/2027	23,017		22,708		22,121		2.05



Second Lien Debt Total											$	263,182	$	260,535	24.14	%


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		% of Net Assets
Equity Investments (3.7% of fair value)
ANLG Holdings, LLC	^	(7)	Capital Equipment	6/22/2018	592	$	592	$	746	0.07	%
Appriss Health, LLC	^	(7)	Healthcare & Pharmaceuticals	5/6/2021	1	529		512		0.05
Atlas Ontario LP (Canada)	^	(6)(7)	Business Services	4/7/2021	5,114	5,114		5,114		0.47
Avenu Holdings, LLC	^	(7)	Sovereign & Public Finance	9/28/2018	172	104		536		0.05
Blackbird Holdco, Inc.	^	(7)	Capital Equipment	12/14/2021	8	7,702		7,529		0.70
Buckeye Parent, LLC	^	(7)	Automotive	12/22/2021	442	442		32		0.00
Chartis Holding, LLC	^	(7)	Business Services	5/1/2019	433	423		582		0.05
Cority Software Inc. (Canada)	^	(6)(7)	Software	7/2/2019	250	250		660		0.06
ECP Parent, LLC	^	(7)	Healthcare & Pharmaceuticals	3/29/2018	268	—		290		0.03
GB Vino Parent, L.P.	^	(7)	Beverage & Food	10/29/2021	4	351		387		0.04
Integrity Marketing Group, LLC	^	(7)	Diversified Financial Services	12/21/2021	17,594	17,396		17,601		1.63
NearU Holdings LLC	^	(7)	Consumer Services	8/16/2022	25	2,470		2,494		0.23
NEFCO Holding Company LLC	^	(7)	Construction & Building	8/5/2022	1	608		608		0.06
North Haven Goldfinch Topco, LLC	^	(7)	Containers, Packaging & Glass	6/18/2018	2,315	2,315		336		0.03
Pascal Ultimate Holdings, L.P	^	(7)	Capital Equipment	7/21/2021	36	364		943		0.09
Picard Parent, Inc.	^	(7)	High Tech Industries	9/30/2022	8	8,890		9,006		0.83
Profile Holdings I, LP	^	(7)	Chemicals, Plastics & Rubber	3/8/2022	3	262		257		0.02
Sinch AB (Sweden)	^	(6)(7)	High Tech Industries	3/26/2019	106	1,168		240		0.02

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		% of Net Assets
Summit K2 Midco, Inc.	^	(7)	Diversified Financial Services	4/27/2023	61	$	61	$	61	0.01	%
Talon MidCo 1 Limited	^	(7)	Software	8/17/2022	145,631	1,456		1,717		0.16
Tank Holding Corp.	^	(7)	Capital Equipment	3/26/2019	850	—		3,206		0.30
Titan DI Preferred Holdings, Inc.	^	(7)	Energy: Oil & Gas	2/11/2020	15,664	15,453		15,351		1.42
Turbo Buyer, Inc.	^	(7)	Automotive	12/2/2019	1,925	933		2,436		0.23
U.S. Legal Support Investment Holdings, LLC	^	(7)	Business Services	11/30/2018	641	641		578		0.05
W50 Parent LLC	^	(7)	Business Services	1/10/2020	500	190		657		0.06
Zenith American Holding, Inc.	^	(7)	Business Services	12/13/2017	439	213		448		0.04

Equity Investments Total						$	67,927	$	72,327	6.70	%
Total investments—non-controlled/non-affiliated						$	2,010,887	$	1,931,443	178.90	%
Total investments						$	2,010,887	$	1,931,443	178.9	%

^ Denotes that all or a portion of the assets are owned by Carlyle Credit Solutions, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “CARS” or the “Company”). Accordingly, such assets are not available to creditors of Carlyle Credit Solutions SPV LLC (the “SPV”) or Carlyle Credit Solutions SPV2 LLC ("SPV2").

+ Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the SPV. The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 5, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to creditors of the Company or SPV2.

# Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, SPV2. SPV2 has entered into a senior secured revolving credit facility (as amended, the “SPV2 Credit Facility”). The lenders of the SPV2 Credit Facility have a first lien security interest in substantially all of the assets of SPV2 (see Note 5, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to creditors of the Company or the SPV.

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

(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of June 30, 2023, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of June 30, 2023, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), the Secured Overnight Financing Rate ("SOFR") or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2023. As of June 30, 2023, the reference rates for our variable rate loans were the 30-day LIBOR at 5.22%, the 90-day LIBOR at 5.55%, the 180-day LIBOR at 5.76%, the 30-day SOFR at 5.14%, the 90-day SOFR at 5.27%, the 180-day SOFR at 5.39%, the daily SONIA at 4.18%, the 90-day EURIBOR at 3.04% and the 30-day CDOR at 5.03%.

(3)Loan includes interest rate floor feature, which generally ranges from 0.50% to 1.00%.

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

(5)Fair value is determined in good faith by the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements, to these unaudited consolidated financial statements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments and equity investments was determined using significant unobservable inputs.

(6)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.

(7)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of June 30, 2023, the aggregate fair value of these securities is $72,327, or 6.7% of the Company's net assets.

(8)Loan was on non-accrual status as of June 30, 2023.

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)

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

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

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

(12)Loan is in forbearance as of June 30, 2023.

(13)As of June 30, 2023, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/Principal Amount**		Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
ADPD Holdings, LLC	Delayed Draw	1.00	%	$	3,590	$	(82)
ADPD Holdings, LLC	Delayed Draw	1.00		2,166		(50)
ADPD Holdings, LLC	Revolver	0.50		1,243		(28)
Advanced Web Technologies Holding Company	Revolver	0.50		1,970		(5)
Alpine Acquisition Corp II	Revolver	0.50		2,758		(74)
Analogic Corporation	Revolver	0.50		667		(5)
Apex Companies Holdings, LLC	Revolver	1.00		768		(19)
Applied Technical Services, LLC	Revolver	0.50		8		—
Appriss Health, LLC	Revolver	0.50		2,963		(64)
Apptio, Inc.	Revolver	0.50		1,657		—
Ascend Buyer, LLC	Revolver	0.50		1,284		(34)
Associations, Inc.	Revolver	0.50		723		(13)
Atlas AU Bidco Pty Ltd (Australia)	Revolver	0.50		134		(1)
Avalara, Inc.	Revolver	0.50		1,350		6
BlueCat Networks, Inc. (Canada)	Delayed Draw	0.50		679		(9)
BlueCat Networks, Inc. (Canada)	Delayed Draw	0.50		958		(13)
Bradyifs Holdings, LLC	Revolver	0.50		2,271		(34)
Bubbles Bidco S.P.A. (Italy)	Delayed Draw	2.80		€	873	6
Bubbles Bidco S.P.A. (Italy)	Revolver	0.00		€	537	4
CD&R Madison Parent Ltd (United Kingdom)	Delayed Draw	1.50		£	54	(1)
Celerion Buyer, Inc.	Delayed Draw	1.00		249		(3)
Celerion Buyer, Inc.	Revolver	0.50		125		(1)
Chartis Holding, LLC	Revolver	0.50		1,428		(8)
Chemical Computing Group ULC (Canada)	Revolver	0.50		903		(7)
Cority Software Inc. (Canada)	Revolver	0.50		3,000		(20)
Coupa Holdings, LLC	Delayed Draw	1.00		193		(2)
Coupa Holdings, LLC	Revolver	0.50		148		(1)
CPI Intermediate Holdings, Inc.	Delayed Draw	1.00		927		(37)
CST Holding Company	Revolver	0.50		235		(4)
Denali Midco 2, LLC	Delayed Draw	1.00		1,638		(65)

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/Principal Amount**		Fair Value
Diligent Corporation	Revolver	0.50	%	$	24	$	(1)
Dwyer Instruments, Inc.	Delayed Draw	1.00		161		(2)
Dwyer Instruments, Inc.	Revolver	0.50		872		(9)
Eliassen Group, LLC	Delayed Draw	1.00		3,310		(39)
Ellkay, LLC	Revolver	0.50		1,786		(151)
EPS Nass Parent, Inc.	Revolver	0.50		10		—
Excel Fitness Holdings, Inc.	Revolver	0.50		296		(14)
Excelitas Technologies Corp.	Delayed Draw	0.50		197		(4)
Excelitas Technologies Corp.	Revolver	0.50		350		(6)
FPG Intermediate Holdco, LLC	Delayed Draw	1.00		7,946		(226)
Greenhouse Software, Inc.	Revolver	0.50		1,471		(33)
Greenhouse Software, Inc.	Revolver	0.50		733		(16)
Hadrian Acquisition Limited (United Kingdom)	Delayed Draw	2.33		£	966	(11)
Harbour Benefit Holdings, Inc.	Revolver	0.50		1,219		(7)
Heartland Home Services, Inc.	Delayed Draw	0.75		1,077		(12)
Heartland Home Services, Inc.	Revolver	0.50		2,780		(11)
Hercules Borrower LLC	Revolver	0.50		1,929		(18)
Hoosier Intermediate, LLC	Revolver	0.50		2,320		(170)
HS Spa Holdings Inc.	Revolver	0.50		1,050		(20)
iCIMS, Inc.	Delayed Draw	0.00		6,317		(53)
iCIMS, Inc.	Revolver	0.50		2,040		(17)
IQN Holding Corp.	Delayed Draw	1.00		545		(5)
IQN Holding Corp.	Revolver	0.50		407		(4)
Jeg's Automotive, LLC	Delayed Draw	1.00		3,333		(509)
Kaseya, Inc.	Delayed Draw	1.00		1,076		(18)
Kaseya, Inc.	Revolver	0.50		1,541		(26)
Lifelong Learner Holdings, LLC	Revolver	0.50		4		—
LVF Holdings, Inc.	Revolver	0.50		1,226		(54)
Material Holdings, LLC	Delayed Draw	0.00		881		(48)
Material Holdings, LLC	Revolver	1.00		959		(52)
Medical Manufacturing Technologies, LLC	Revolver	0.50		640		(12)
NEFCO Holding Company LLC	Delayed Draw	1.00		739		(8)
NEFCO Holding Company LLC	Revolver	0.50		712		(7)
North Haven Fairway Buyer, LLC	Delayed Draw	0.50		10,269		(267)

North Haven Fairway Buyer, LLC	Revolver	0.50		1,269		(33)
North Haven Stallone Buyer, LLC	Delayed Draw	1.00		151		(3)

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/Principal Amount**		Fair Value
Oak Purchaser, Inc.	Delayed Draw	0.50	%	$	1,462	$	(43)
Oak Purchaser, Inc.	Revolver	0.50		584		(17)
Oranje Holdco, Inc.	Revolver	0.50		503		(7)

Pestco Intermediate, LLC	Delayed Draw	2.00		694		(22)
Pestco Intermediate, LLC	Revolver	0.50		119		(4)
PF Atlantic Holdco 2, LLC	Delayed Draw	1.00		7,448		(113)
PF Atlantic Holdco 2, LLC	Revolver	0.50		2,138		(32)
Prophix Software Inc. (Canada)	Delayed Draw	0.00		505		—
Prophix Software Inc. (Canada)	Revolver	0.50		2,658		—
PXO Holdings I Corp.	Delayed Draw	1.00		443		(11)
Pushpay USA Inc.	Revolver	0.50		617		(19)
PXO Holdings I Corp.	Revolver	0.50		657		(16)
QNNECT, LLC	Delayed Draw	1.00		662		(5)
Quantic Electronics, LLC	Delayed Draw	1.00		2,126		(76)

Radwell Parent, LLC	Revolver	0.38		279		(5)
RSC Acquisition, Inc.	Revolver	0.50		1,096		(23)
Sapphire Convention, Inc.	Revolver	0.50		4,188		(26)
SCP Eye Care HoldCo, LLC	Delayed Draw	1.00		33		(1)
SCP Eye Care HoldCo, LLC	Revolver	0.50		9		—
Smarsh Inc.	Delayed Draw	1.00		408		(6)
Smarsh Inc.	Revolver	0.50		204		(3)
Spotless Brands, LLC	Delayed Draw	1.00		20,000		(242)
Spotless Brands, LLC	Revolver	0.50		1,096		(24)
Summit Acquisition, Inc.	Delayed Draw	1.00		687		(21)
Summit Acquisition, Inc.	Revolver	0.50		344		(10)
Tank Holding Corp.	Revolver	0.38		303		(8)
The Carlstar Group LLC	Revolver	0.50		3,657		(20)
Trader Corporation (Canada)	Revolver	0.50		C$	91	(2)
Tufin Software North America, Inc.	Revolver	0.50		1,339		(30)
Turbo Buyer, Inc.	Revolver	0.50		2,151		(31)
U.S. Legal Support, Inc.	Revolver	0.50		709		(12)
Wineshipping.com LLC	Delayed Draw	1.00		1,609		(80)
Wineshipping.com LLC	Revolver	0.50		1,112		(56)




Total unfunded commitments				$	156,400	$	(3,395)

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)

As of June 30, 2023, investments at fair value consisted of the following:


Type	Amortized Cost		Fair Value		% of Fair Value


First Lien Debt	$	1,679,778	$	1,598,581	82.8	%
Second Lien Debt	263,182		260,535		13.5
Equity Investments	67,927		72,327		3.7
Total	$	2,010,887	$	1,931,443	100.0	%

The rate type of debt investments at fair value as of June 30, 2023 was as follows:


Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	$	1,920,252	$	1,836,995	98.8	%
Fixed Rate	22,708		22,121		1.2	%
Total	$	1,942,960	$	1,859,116	100.0	%

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)

The industry composition of investments at fair value as of June 30, 2023 was as follows:


Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	$	166,738	$	158,241	8.2	%
Automotive	113,558		111,831		5.8
Beverage & Food	80,137		77,417		4.0
Business Services	207,092		202,287		10.5
Capital Equipment	92,491		95,797		5.0
Chemicals, Plastics & Rubber	79,431		77,353		4.0
Construction & Building	54,711		54,345		2.8
Consumer Goods: Durable	435		420		0.0
Consumer Goods: Non-Durable	8,228		8,087		0.4
Consumer Services	121,688		120,742		6.3
Containers, Packaging & Glass	76,475		71,570		3.7
Diversified Financial Services	137,112		136,776		7.1
Energy: Oil & Gas	33,773		33,951		1.8
Environmental Industries	77,796		74,542		3.9
Healthcare & Pharmaceuticals	176,749		132,090		6.8
High Tech Industries	65,767		65,153		3.4
Leisure Products & Services	142,809		135,005		7.0



Retail	30,428		30,574		1.6
Software	267,188		267,009		13.8
Sovereign & Public Finance	182		614		0.0
Telecommunications	32,118		32,021		1.7
Transportation: Cargo	21,099		20,823		1.1
Utilities: Electric	924		904		0.0
Wholesale	23,958		23,891		1.1
Total	$	2,010,887	$	1,931,443	100.0	%

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2023

(dollar amounts in thousands)

(unaudited)

The geographical composition of investments at fair value as of June 30, 2023 was as follows:


Geography	Amortized Cost		Fair Value		% of Fair Value
Australia	$	1,400	$	1,428	0.1	%
Canada	110,701		111,540		5.8

Italy	5,823		5,656		0.3

Luxembourg	75,061		70,044		3.6
Sweden	1,168		240		0.0
United Kingdom	67,035		66,841		3.5
United States	1,749,699		1,675,694		86.7
Total	$	2,010,887	$	1,931,443	100.0	%

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2022

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
First Lien Debt (84.0% of fair value)
ADPD Holdings, LLC	^+#	(2)(3)(6)(13)	Consumer Services	SOFR	6.00%	10.37%	8/16/2022	8/15/2028	$	19,826	$	19,300	$	19,141	1.66	%
Advanced Web Technologies Holding Company	^+	(2)(3)(6)	Containers, Packaging & Glass	LIBOR	6.25%	10.67%	12/17/2020	12/17/2026	17,099		16,818		16,899		1.47
Airnov, Inc.	#	(2)(3)(6)	Containers, Packaging & Glass	LIBOR	5.00%	9.75%	12/20/2019	12/19/2025	25,253		25,031		25,094		2.18
Allied Universal Holdco LLC	^	(2)(3)(13)	Business Services	LIBOR	3.75%	8.17%	2/17/2021	5/14/2028	493		494		467		0.04
Alpine Acquisition Corp II	^+	(2)(3)(6)(13)	Transportation: Cargo	SOFR	5.50%	9.76%	4/19/2022	11/30/2026	20,889		20,467		19,988		1.74
American Physician Partners, LLC	+#	(2)(3)(13)	Healthcare & Pharmaceuticals	SOFR	6.75%, 3.50% PIK	14.67%	1/7/2019	8/5/2022	41,107		41,107		35,486		3.08
American Physician Partners, LLC	^	(2)(3)(6)(13)	Healthcare & Pharmaceuticals	SOFR	6.75%, 3.50% PIK	14.67%	12/16/2022	2/15/2023	838		801		788		0.07
Analogic Corporation	^+#	(2)(3)(6)	Capital Equipment	LIBOR	5.25%	9.67%	6/22/2018	6/22/2024	27,226		27,083		26,552		2.31
Applied Technical Services, LLC	^	(2)(3)(6)	Business Services	LIBOR	5.75%	10.52%	12/29/2020	12/29/2026	533		524		531		0.06
Appriss Health, LLC	^+#	(2)(3)(6)	Healthcare & Pharmaceuticals	LIBOR	7.25%	11.54%	5/6/2021	5/6/2027	44,333		43,605		42,519		3.69
Apptio, Inc.	^+#	(2)(3)(6)	Software	LIBOR	6.00%	9.94%	1/10/2019	1/10/2025	36,961		36,660		36,961		3.21
Ascend Buyer, LLC	#	(2)(3)(6)(13)	Containers, Packaging & Glass	SOFR	6.25%	10.67%	9/30/2021	9/30/2028	12,497		12,264		12,255		1.06
Associations, Inc.	^#	(2)(3)(6)	Construction & Building	SOFR	4.00%, 2.50% PIK	11.04%	7/2/2021	7/2/2027	12,851		12,751		12,448		1.08
Atlas AU Bidco Pty Ltd (Australia)	^	(2)(3)(6)(7)	High Tech Industries	SOFR	7.25%	11.48%	12/15/2022	12/12/2029	1,445		1,398		1,398		0.12
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	+#	(2)(3)(7)	Software	LIBOR	6.00%	10.32%	12/24/2019	12/24/2026	36,469		35,892		34,463		2.99
Avalara, Inc.	+#	(2)(3)(6)	Diversified Financial Services	SOFR	7.25%	11.83%	10/19/2022	10/19/2028	13,500		13,139		13,051		1.13
Barnes & Noble, Inc.	+#	(2)(3)(10)(13)	Retail	SOFR	8.31%	12.73%	8/7/2019	12/20/2026	27,848		27,105		26,771		2.32
BlueCat Networks, Inc. (Canada)	^+	(2)(3)(6)(7)	High Tech Industries	SOFR	4.00%, 2.00% PIK	10.46%	8/8/2022	8/8/2028	12,794		12,503		12,367		1.08
BMS Holdings III Corp.	+#	(2)(3)	Construction & Building	LIBOR	5.50%	10.23%	9/30/2019	9/30/2026	29,057		28,625		28,534		2.48
Bradyifs Holdings, LLC	#	(2)(3)(6)(13)	Wholesale	SOFR	6.25%	10.83%	2/21/2020	11/22/2025	19,437		19,190		19,215		1.67
Bubbles Bidco S.P.A. (Italy)	^	(2)(6)(7)	Consumer Goods: Non-Durable	LIBOR	9.25% (100% PIK)	11.38%	10/20/2021	10/20/2028	€	5,189	5,815		5,505		0.48
Bubbles Bidco S.P.A. (Italy)	^	(2)(6)(7)	Consumer Goods: Non-Durable	LIBOR	6.25%	8.38%	10/20/2021	10/20/2028	€	—	—		(40)		0.00
Celerion Buyer, Inc.	#	(2)(3)(6)	Healthcare & Pharmaceuticals	SOFR	6.50%	10.64%	11/3/2022	11/3/2029	1,576		1,528		1,527		0.13
Chartis Holding, LLC	^+#	(2)(3)(6)	Business Services	LIBOR	5.00%	9.77%	5/1/2019	5/1/2025	38,764		38,396		38,488		3.34

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Chemical Computing Group ULC (Canada)	^+	(2)(3)(6)(7)(13)	Software	SOFR	4.50%	8.57%	8/30/2018	8/30/2024	$	14,231	$	14,195	$	14,019	1.22	%
CircusTrix Holdings, LLC	^+	(2)(3)	Leisure Products & Services	LIBOR	5.50%	9.88%	2/2/2018	1/16/2024	10,555		10,531		10,476		0.91
CircusTrix Holdings, LLC	^	(2)(3)	Leisure Products & Services	LIBOR	5.50%	9.88%	1/8/2021	7/16/2023	557		500		557		0.05
Comar Holding Company, LLC	+#	(2)(3)(6)	Containers, Packaging & Glass	LIBOR	5.75%	10.47%	6/18/2018	6/18/2024	42,400		42,137		40,944		3.56
Cority Software Inc. (Canada)	^+#	(2)(3)(6)(7)	Software	SOFR	5.50%	9.17%	7/2/2019	7/2/2026	55,639		54,975		55,065		4.78
Cority Software Inc. (Canada)	#	(2)(3)(7)	Software	SOFR	7.50%	11.06%	9/3/2020	7/2/2026	1,860		1,823		1,848		0.16
CPI Intermediate Holdings, Inc.	#	(2)(3)(6)	Telecommunications	SOFR	5.50%	9.68%	10/6/2022	10/6/2029	3,872		3,790		3,776		0.33
CST Holding Company	#	(2)(3)(6)(13)	Consumer Goods: Non-Durable	SOFR	6.75%	10.97%	11/1/2022	11/1/2028	2,516		2,436		2,434		0.21
DCA Investment Holding LLC	+	(2)(3)(6)	Healthcare & Pharmaceuticals	SOFR	6.41%	10.46%	3/11/2021	4/3/2028	12,104		11,966		11,458		1.00
Denali Midco 2, LLC	#	(2)(3)(6)(13)	Consumer Services	SOFR	6.50%	10.92%	9/15/2022	12/22/2027	7,696		7,411		7,317		0.64
Dermatology Associates	^	(2)(3)(13)	Healthcare & Pharmaceuticals	SOFR	6.25% (100% PIK)	10.80%	2/15/2018	3/31/2023	9,126		9,126		9,117		0.79
Dermatology Associates	^	(2)(3)(9)(10)	Healthcare & Pharmaceuticals	SOFR	11.40% (100% PIK)	12.77%	2/15/2018	3/31/2023	10,096		6,106		7,176		0.62
Diligent Corporation	^	(2)(3)(6)	Telecommunications	LIBOR	6.25%	10.63%	8/4/2020	8/4/2025	659		647		630		0.05
Dwyer Instruments, Inc.	#	(2)(3)(6)	Capital Equipment	LIBOR	6.00%	10.74%	7/21/2021	7/21/2027	13,765		13,535		13,536		1.19
Eliassen Group, LLC	^+	(2)(3)(6)	Business Services	SOFR	5.50%	10.07%	4/14/2022	4/14/2028	20,956		20,628		20,673		1.80
Ellkay, LLC	#	(2)(3)(6)	Healthcare & Pharmaceuticals	LIBOR	6.25%	11.00%	9/14/2021	9/14/2027	14,107		13,847		13,540		1.18
EPS Nass Parent, Inc.	#	(2)(3)(6)	Utilities: Electric	LIBOR	5.75%	10.48%	4/19/2021	4/19/2028	922		906		877		0.08
Excel Fitness Holdings, Inc.	^+	(2)(3)(6)(13)	Leisure Products & Services	SOFR	5.25%	10.25%	4/29/2022	4/29/2029	6,671		6,541		6,344		0.55
Excel Fitness Holdings, Inc.	#	(2)(3)(13)	Leisure Products & Services	SOFR	5.75%	10.53%	8/11/2022	4/29/2029	2,868		2,785		2,792		0.24
Excelitas Technologies Corp.	^+#	(2)(3)(6)(13)	Capital Equipment	SOFR	5.75%	10.12%	8/12/2022	8/12/2029	6,348		6,214		6,092		0.53
Excelitas Technologies Corp.	+	(2)	Capital Equipment	EURIBOR	5.75%	7.55%	8/12/2022	8/12/2029	€	2,551	2,567		2,633		0.23
FPG Intermediate Holdco, LLC	^	(2)(3)(6)(13)	Consumer Services	SOFR	6.50%	10.92%	8/5/2022	3/5/2027	854		693		469		0.04
Greenhouse Software, Inc.	^+#	(2)(3)(6)	Software	SOFR	7.00%	11.58%	3/1/2021	9/1/2028	32,796		32,065		31,504		2.74
Guidehouse LLP	^	(2)(3)	Sovereign & Public Finance	LIBOR	6.25%	10.63%	9/30/2022	10/16/2028	80		78		78		0.01
Hadrian Acquisition Limited (United Kingdom)	+	(2)(3)(7)	Diversified Financial Services	SONIA	5.26%, 3.47% PIK	12.16%	2/28/2022	2/28/2029	£	7,338	9,550		8,672		0.75

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Hadrian Acquisition Limited (United Kingdom)	+	(2)(3)(6)(7)	Diversified Financial Services	SONIA	5.00%, 2.75% PIK	11.18%	2/28/2022	2/28/2029	£	1,790	$	2,048	$	2,087	0.18	%
Harbour Benefit Holdings, Inc.	+#	(2)(3)(6)	Business Services	LIBOR	5.25%	9.95%	12/13/2017	12/13/2024	10,846		10,809		10,774		0.94
Heartland Home Services, Inc.	#	(2)(3)(6)	Consumer Services	LIBOR	5.75%	10.10%	2/10/2022	12/15/2026	3,863		3,821		3,773		0.33
Heartland Home Services, Inc.	+#	(2)(3)(6)	Consumer Services	LIBOR	6.00%	10.38%	12/15/2020	12/15/2026	31,614		31,148		31,283		2.72
Hercules Borrower LLC	^+	(2)(3)(6)	Environmental Industries	LIBOR	6.50%	10.67%	12/14/2020	12/14/2026	18,497		18,136		17,818		1.55
Hoosier Intermediate, LLC	#	(2)(3)(6)	Healthcare & Pharmaceuticals	LIBOR	5.50%	10.11%	11/15/2021	11/15/2028	17,155		16,831		16,131		1.40
HS Spa Holdings Inc.	^+	(2)(3)(6)	Consumer Services	SOFR	5.75%	10.45%	6/2/2022	6/2/2029	8,605		8,422		8,336		0.72
iCIMS, Inc.	^+#	(2)(3)(6)	Software	SOFR	7.25%	11.52%	8/18/2022	8/18/2028	25,719		25,251		24,443		2.12
Infront Luxembourg Finance S.À R.L. (Luxembourg)	+#	(2)(7)	Leisure Products & Services	LIBOR	9.00%	10.95%	5/28/2021	5/28/2027	€	33,000	39,215		34,707		3.01
Integrity Marketing Acquisition, LLC	+#	(2)(3)	Diversified Financial Services	LIBOR	6.05%	9.95%	1/15/2020	8/27/2025	24,351		24,155		23,538		2.04
Integrity Marketing Acquisition, LLC	#	(2)(3)	Diversified Financial Services	LIBOR	6.05%	10.57%	8/7/2020	8/27/2025	7,833		7,782		7,551		0.66
IQN Holding Corp.	^+	(2)(3)(6)	Business Services	SOFR	5.25%	9.64%	5/2/2022	5/2/2029	6,823		6,749		6,699		0.58
Jeg's Automotive, LLC	#	(2)(3)(6)	Automotive	LIBOR	6.00%	10.75%	12/22/2021	12/22/2027	16,521		16,181		15,325		1.33
K2 Insurance Services, LLC	^+#	(2)(3)(6)	Diversified Financial Services	LIBOR	5.00%	9.73%	7/3/2019	7/1/2026	25,051		24,770		24,788		2.15
Kaseya, Inc.	+	(2)(3)(6)	High Tech Industries	SOFR	5.75%	10.33%	6/23/2022	6/23/2029	35,453		34,725		34,324		2.98
Lifelong Learner Holdings, LLC	^+#	(2)(3)(6)	Business Services	LIBOR	5.75%	10.16%	10/18/2019	10/18/2026	51,929		51,315		48,694		4.23
LinQuest Corporation	#	(2)(3)	Aerospace & Defense	LIBOR	5.75%	9.10%	7/28/2021	7/28/2028	9,875		9,710		8,927		0.78
Liqui-Box Holdings, Inc.	#	(2)(3)(6)	Containers, Packaging & Glass	LIBOR	4.50%	8.35%	6/3/2019	6/3/2024	2,034		2,022		2,034		0.18
LVF Holdings, Inc.	^+#	(2)(3)(6)	Beverage & Food	LIBOR	6.25%	10.98%	6/10/2021	6/10/2027	41,295		40,564		38,736		3.36
Material Holdings, LLC	#	(2)(3)(6)	Business Services	SOFR	6.00%	10.67%	8/19/2021	8/19/2027	15,982		15,701		15,202		1.32
Maverick Acquisition, Inc.	^+#	(2)(3)	Aerospace & Defense	LIBOR	6.25%	10.98%	6/1/2021	6/1/2027	43,522		42,846		36,159		3.14
Medical Manufacturing Technologies, LLC	#	(2)(3)(6)(13)	Healthcare & Pharmaceuticals	SOFR	5.50%	10.18%	12/23/2021	12/23/2027	14,450		14,185		14,154		1.23
NEFCO Holding Company LLC	+#	(2)(3)(6)(13)	Construction & Building	SOFR	6.50%	10.95%	8/5/2022	8/5/2028	11,051		10,777		10,769		0.94
North Haven Fairway Buyer, LLC	^+#	(2)(3)(6)	Consumer Services	SOFR	6.50%	11.08%	5/17/2022	5/17/2028	11,530		10,959		11,098		0.96
North Haven Stallone Buyer, LLC	^	(2)(3)(6)	Consumer Services	SOFR	5.75%	10.34%	10/11/2022	5/24/2027	—		(4)		(4)		0.00
Oak Purchaser, Inc.	^+	(2)(3)(6)	Business Services	SOFR	5.50%	9.48%	4/28/2022	4/28/2028	5,851		5,779		5,663		0.49

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Performance Health Holdings, Inc.	#	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	6.00%	10.73%	7/12/2021	7/12/2027	$	6,444	$	6,342	$	6,276	0.55	%
PF Atlantic Holdco 2, LLC	#	(2)(3)(6)	Leisure Products & Services	LIBOR	5.50%	10.25%	11/12/2021	11/12/2027	29,515		28,852		28,819		2.50
PF Growth Partners, LLC	+	(2)(3)	Leisure Products & Services	LIBOR	5.00%	9.48%	7/1/2019	7/11/2025	7,957		7,900		7,902		0.69
Project Castle, Inc.	#	(2)(3)	Capital Equipment	SOFR	5.50%	10.08%	6/24/2022	6/1/2029	7,481		6,733		6,013		0.52
Prophix Software Inc. (Canada)	^+	(2)(3)(6)(7)	Software	LIBOR	6.50%	10.67%	2/1/2021	2/1/2026	14,618		14,361		14,618		1.27
PXO Holdings I Corp.	^+	(2)(3)(6)(13)	Chemicals, Plastics & Rubber	SOFR	5.50%	9.05%	3/8/2022	3/8/2028	8,534		8,364		8,357		0.73
QNNECT, LLC	#	(2)(3)(6)	Aerospace & Defense	SOFR	7.00%	11.11%	11/2/2022	11/2/2029	2,641		2,542		2,541		0.22
Quantic Electronics, LLC	#	(2)(3)(6)	Aerospace & Defense	LIBOR	6.25%	10.97%	11/19/2020	11/19/2026	15,582		15,344		14,768		1.28
Quantic Electronics, LLC	#	(2)(3)(6)	Aerospace & Defense	LIBOR	6.25%	10.95%	3/1/2021	3/1/2027	9,832		9,652		9,218		0.80
Radwell Parent, LLC	#	(2)(3)(6)(13)	Wholesale	SOFR	6.75%	11.33%	12/1/2022	4/1/2029	4,651		4,503		4,501		0.39
Regency Entertainment, Inc.	+	(2)(3)	Media: Diversified & Production	LIBOR	6.75%	11.13%	5/22/2020	10/22/2025	40,000		39,529		39,520		3.43
Riveron Acquisition Holdings, Inc.	+#	(2)(3)	Diversified Financial Services	LIBOR	5.75%	10.48%	5/22/2019	5/22/2025	19,374		19,203		19,374		1.68
RSC Acquisition, Inc.	+#	(2)(3)(6)(13)	Diversified Financial Services	SOFR	5.50%	9.83%	11/1/2019	11/1/2026	33,554		33,136		31,983		2.78
Sapphire Convention, Inc.	^+#	(2)(3)(6)	Telecommunications	LIBOR	5.25%	9.80%	11/20/2018	11/20/2025	28,051		27,771		27,341		2.37
SCP Eye Care HoldCo, LLC	^	(2)(3)(6)(13)	Healthcare & Pharmaceuticals	SOFR	5.75%	9.47%	10/7/2022	10/7/2029	122		117		118		0.01
Smarsh Inc.	^+	(2)(3)(6)	Software	SOFR	6.50%	11.29%	2/18/2022	2/18/2029	3,673		3,596		3,493		0.30
SPay, Inc.	^+	(2)(3)	Leisure Products & Services	LIBOR	5.75%, 3.50% PIK	13.73%	6/15/2018	6/17/2024	24,292		24,176		21,332		1.85
Speedstar Holding, LLC	+#	(2)(3)	Automotive	LIBOR	7.00%	11.73%	1/22/2021	1/22/2027	26,694		26,305		26,510		2.30
Spotless Brands, LLC	+#	(2)(3)(6)(13)	Consumer Services	SOFR	6.50%	10.80%	6/21/2022	7/25/2028	33,832		33,179		32,779		2.85
Tank Holding Corp.	^+	(2)(3)(6)(13)	Capital Equipment	SOFR	5.75%	10.16%	3/31/2022	3/31/2028	19,009		18,655		18,486		1.61
TCFI Aevex LLC	+#	(2)(3)	Aerospace & Defense	LIBOR	6.00%	10.38%	3/18/2020	3/18/2026	28,558		28,217		26,099		2.27
The Carlstar Group LLC	#	(2)(3)(6)(13)	Automotive	SOFR	6.50%	10.92%	7/8/2022	7/8/2027	14,446		14,087		14,210		1.23
Trader Corporation (Canada)	+#	(2)(3)(6)(7)	Automotive	CDOR	6.75%	11.61%	12/22/2022	12/22/2029	C$	1,208	864		869		0.08
Trafigura Trading LLC	^	(2)(3)(6)(12) (13)	Metals & Mining	SOFR	8.35%	12.89%	7/26/2021	1/13/2023	8,250		8,076		8,185		0.71
Tufin Software North America, Inc.	^+#	(2)(3)(6)(13)	Software	SOFR	7.69%	12.01%	8/17/2022	8/17/2028	27,040		26,502		26,162		2.27
Turbo Buyer, Inc.	+#	(2)(3)(6)	Automotive	LIBOR	6.00%	11.15%	12/2/2019	12/2/2025	41,997		41,404		41,211		3.58

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
U.S. Legal Support, Inc.	^+	(2)(3)(6)(13)	Business Services	SOFR	5.75%	10.33%	11/30/2018	11/30/2024	$	21,790	$	21,629	$	21,379	1.86	%
Unifrutti Financing PLC (Cyprus)	+	(7)	Beverage & Food	FIXED	7.50%, 1.00% PIK	8.50%	9/15/2019	9/15/2026	€	18,495	19,778		20,045		1.74
Unifrutti Financing PLC (Cyprus)	^	(7)	Beverage & Food	FIXED	11.00% (100% PIK)	11.00%	10/22/2020	9/15/2026	€	3,384	$	3,826	$	3,858	0.34
US INFRA SVCS Buyer, LLC	+#	(2)(3)	Environmental Industries	LIBOR	6.50%, 0.25% PIK	11.47%	4/13/2020	4/13/2026	56,693		56,016		53,796		4.67
USALCO, LLC	#	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	6.00%	10.73%	10/19/2021	10/19/2027	990		973		941		0.08
USR Parent Inc.	+	(2)(3)	Retail	SOFR	7.60%	11.72%	4/22/2022	4/25/2027	4,222		4,185		4,025		0.35
Westfall Technik, Inc.	^+#	(2)(3)	Chemicals, Plastics & Rubber	SOFR	6.25%	10.83%	9/13/2018	9/13/2024	27,918		27,759		27,326		2.37
Westfall Technik, Inc.	#	(2)(3)	Chemicals, Plastics & Rubber	SOFR	6.25%	10.79%	7/1/2021	9/13/2024	4,957		4,882		4,852		0.42
Wineshipping.com LLC	#	(2)(3)(6)	Beverage & Food	LIBOR	5.75%	10.15%	10/29/2021	10/29/2027	14,617		14,322		13,212		1.15
Yellowstone Buyer Acquisition, LLC	^	(2)(3)	Consumer Goods: Durable	LIBOR	5.75%	10.07%	9/13/2021	9/13/2027	444		437		427		0.04
YLG Holdings, Inc.	+	(2)(3)	Consumer Services	LIBOR	5.00%	9.53%	9/30/2020	11/1/2025	9,802		9,591		9,783		0.85










First Lien Debt Total											$	1,802,253	$	1,755,773	152.48	%
Second Lien Debt (12.5% of fair value)
11852604 Canada Inc. (Canada)	^	(2)(3)(7)	Healthcare & Pharmaceuticals	LIBOR	9.50% (100% PIK)	13.70%	9/30/2021	9/30/2028	$	7,587	$	7,451	$	7,398	0.64	%
AI Convoy S.A.R.L (United Kingdom)	+#	(2)(3)(7)	Aerospace & Defense	LIBOR	8.25%	12.92%	1/17/2020	1/17/2028	30,327		29,841		31,237		2.71
Aimbridge Acquisition Co., Inc.	+	(2)	Leisure Products & Services	LIBOR	7.50%	11.62%	2/1/2019	2/1/2027	21,047		20,713		19,024		1.65
AP Plastics Acquisition Holdings, LLC	+#	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	7.50%	11.85%	8/10/2021	8/10/2029	38,180		37,263		36,639		3.18
AQA Acquisition Holdings, Inc.	+	(2)(3)	High Tech Industries	LIBOR	7.50%	12.23%	5/14/2021	3/3/2029	5,538		5,422		5,271		0.46
Blackbird Purchaser, Inc.	^+	(2)(3)(6)	Capital Equipment	LIBOR	7.50%	11.88%	12/14/2021	4/8/2027	9,194		8,991		8,490		0.74
Brave Parent Holdings, Inc.	+	(2)	Software	LIBOR	7.50%	11.88%	10/3/2018	4/19/2026	18,197		17,978		17,504		1.52
Drilling Info Holdings, Inc.	^	(2)	Energy: Oil & Gas	LIBOR	8.25%	12.64%	2/11/2020	7/30/2026	18,600		18,283		18,740		1.63
Jazz Acquisition, Inc.	+	(2)	Aerospace & Defense	LIBOR	8.00%	12.38%	6/13/2019	6/18/2027	23,450		23,227		21,875		1.90
Outcomes Group Holdings, Inc.	#	(2)	Business Services	LIBOR	7.50%	12.23%	10/23/2018	10/26/2026	1,731		1,728		1,690		0.15
PAI Holdco, Inc.	+	(2)(3)	Automotive	LIBOR	5.50%, 2.00% PIK	11.91%	10/28/2020	10/28/2028	14,089		13,772		13,874		1.20
Peraton Corp.	+	(2)(3)	Aerospace & Defense	LIBOR	7.75%	12.09%	2/24/2021	2/1/2029	11,941		11,790		11,550		1.00
Quartz Holding Company	+	(2)	Software	LIBOR	8.00%	12.38%	4/2/2019	4/2/2027	11,900		11,754		11,420		0.99

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount**		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Stonegate Pub Company Bidco Limited (United Kingdom)	^	(2)(7)	Beverage & Food	SONIA	8.50%	11.74%	3/12/2020	3/12/2028	£	20,000	$	24,831	$	22,281	1.93	%
TruGreen Limited Partnership	+	(2)(3)	Consumer Services	LIBOR	8.50%	13.43%	11/16/2020	11/2/2028	13,000		12,794		11,120		0.97
World 50, Inc.	#	(11)	Business Services	FIXED	11.50%	11.50%	1/10/2020	1/9/2027	24,017		23,660		22,821		1.97
Second Lien Debt Total											$	269,498	$	260,934	22.66	%


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		Percentage of Net Assets
Equity Investments (3.5% of fair value)
ANLG Holdings, LLC	^	(8)	Capital Equipment	6/22/2018	592	$	592	$	675	0.06	%
Appriss Health, LLC	^	(8)	Healthcare & Pharmaceuticals	5/6/2021	1	500		482		0.04
Atlas Ontario LP (Canada)	^	(7)(8)	Business Services	4/7/2021	5,114	5,114		5,114		0.44
Avenu Holdings, LLC	^	(8)	Sovereign & Public Finance	9/28/2018	172	104		545		0.05
Blackbird Holdco, Inc.	^	(8)	Capital Equipment	12/14/2021	7	7,206		6,807		0.59
Buckeye Parent, LLC	^	(8)	Automotive	12/22/2021	442	442		288		0.03
Chartis Holding, LLC	^	(8)	Business Services	5/1/2019	433	428		595		0.05
Cority Software Inc. (Canada)	^	(7)(8)	Software	7/2/2019	250	250		641		0.06
ECP Parent, LLC	^	(8)	Healthcare & Pharmaceuticals	3/29/2018	268	—		290		0.03
GB Vino Parent, L.P.	^	(8)	Beverage & Food	10/29/2021	4	351		249		0.02
Integrity Marketing Group, LLC	^	(8)	Diversified Financial Services	12/21/2021	16,705	16,472		16,597		1.44
K2 Insurance Services, LLC	^	(8)	Diversified Financial Services	7/3/2019	433	306		867		0.08
NearU Holdings LLC	^	(8)	Consumer Services	8/16/2022	25	2,470		2,470		0.21
NEFCO Holding Company LLC	^	(8)	Construction & Building	8/5/2022	1	628		628		0.05
North Haven Goldfinch Topco, LLC	^	(8)	Containers, Packaging & Glass	6/18/2018	2,315	2,315		1,300		0.11
Pascal Ultimate Holdings, L.P	^	(8)	Capital Equipment	7/21/2021	36	364		850		0.07
Picard Parent, Inc.	^	(8)	High Tech Industries	9/30/2022	9	8,526		8,520		0.74
Profile Holdings I, LP	^	(8)	Chemicals, Plastics & Rubber	3/8/2022	3	262		336		0.03
Sinch AB (Sweden)	^	(7)(8)	High Tech Industries	3/26/2019	104	1,168		382		0.03
Talon MidCo 1 Limited	^	(8)	Software	8/17/2022	145,632	1,456		1,611		0.14
Tank Holding Corp.	^	(8)	Capital Equipment	3/26/2019	850	—		2,687		0.23
Titan DI Preferred Holdings, Inc.	^	(8)	Energy: Oil & Gas	2/11/2020	14,666	14,439		14,263		1.24
Turbo Buyer, Inc.	^	(8)	Automotive	12/2/2019	1,925	933		2,307		0.20
U.S. Legal Support Investment Holdings, LLC	^	(8)	Business Services	11/30/2018	641	641		551		0.05
Unifrutti Financing PLC (Cyprus)	^	(7)(8)	Beverage & Food	10/22/2020	2	2,131		2,816		0.24
Unifrutti Financing PLC (Cyprus)	^	(7)(8)	Beverage & Food	10/22/2020	1	532		1,227		0.11

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


W50 Parent LLC	^	(8)	Business Services	1/10/2020	500	$	190	$	698	0.06	%
Zenith American Holding, Inc.	^	(8)	Business Services	12/13/2017	439	213		368		0.03
Equity Investments Total						$	68,033	$	74,164	6.44	%
Total investments—non-controlled/non-affiliated						$	2,139,784	$	2,090,871	181.58	%
Total investments						$	2,139,784	$	2,090,871	181.58	%

^ Denotes that all or a portion of the assets are owned by Carlyle Credit Solutions, Inc. (together with its consolidated subsidiary, “we,” “us,” “our,” “CARS” or the “Company”). Accordingly, such assets are not available to creditors of Carlyle Credit Solutions SPV LLC (the “SPV”) or Carlyle Credit Solutions SPV2 LLC (“SPV2”).

+ Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the SPV. The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 5, Borrowings to these unaudited consolidated financial statements). Accordingly, such assets are not available to creditors of the Company or SPV2.

# Denotes that all or a portion of the assets are owned by the Company's wholly-owned subsidiary, SPV2. SPV2 has entered into a senior secured revolving credit facility (the "SPV2 Credit Facility", and together with the Subscription Facility and the SPV Credit Facility, the "Credit Facilities"). The lenders of the SPV2 Credit Facility have a first lien security interest in substantially all of the assets of SPV2 (see Note 5, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to creditors of the Company or the SPV.

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

(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2022, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2022, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2022. As of December 31, 2022, the reference rates for all LIBOR loans were the 30-day LIBOR at 4.39%, the 90-day LIBOR at 4.77%, the 180-day LIBOR at 5.14%, the 30-day SOFR at 4.36%, the 90-day SOFR at 4.59%, and the daily SONIA at 3.43%.

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

(6)As of December 31, 2022, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount**		Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
ADPD Holdings, LLC	Delayed Draw	0.50	%	$	598	$	(15)
ADPD Holdings, LLC	Delayed Draw	0.50		2,166		(53)
ADPD Holdings, LLC	Delayed Draw	0.50		3,902		(96)
ADPD Holdings, LLC	Revolver	0.50		1,243		(31)
Advanced Web Technologies Holding Company	Revolver	0.50		1,708		(17)
Advanced Web Technologies Holding Company	Delayed Draw	1.00		1,000		(10)
Airnov, Inc.	Revolver	0.50		2,292		(13)
Alpine Acquisition Corp II	Revolver	0.50		3,447		(128)
American Physician Partners, LLC	Delayed Draw	1.00		1,673		(33)

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount**		Fair Value
Analogic Corporation	Revolver	0.50	%	$	294	$	(7)
Applied Technical Services, LLC	Revolver	0.50		37		—
Appriss Health, LLC	Revolver	0.50		2,963		(114)
Apptio, Inc.	Revolver	0.50		947		—
Ascend Buyer, LLC	Revolver	0.50		1,284		(23)
Associations, Inc.	Revolver	0.50		723		(21)
Atlas AU Bidco Pty Ltd (Australia)	Revolver	0.50		134		(4)
Avalara, Inc.	Revolver	0.50		1,350		(41)
Blackbird Purchaser, Inc.	Delayed Draw	1.00		3,065		(176)
BlueCat Networks, Inc. (Canada)	Delayed Draw	0.50		1,619		(45)
BlueCat Networks, Inc. (Canada)	Delayed Draw	0.50		958		(27)
Bradyifs Holdings, LLC	Revolver	0.50		2,539		(26)
Bubbles Bidco S.P.A. (Italy)	Delayed Draw	2.80		€	873	—
Bubbles Bidco S.P.A. (Italy)	Revolver	0.00		€	537	—
Celerion Buyer, Inc.	Delayed Draw	1.00		249		(6)
Celerion Buyer, Inc.	Revolver	0.50		125		(3)
Chartis Holding, LLC	Revolver	0.50		2,401		(16)
Chemical Computing Group ULC (Canada)	Revolver	0.50		903		(13)
Comar Holding Company, LLC	Revolver	0.50		1,467		(49)
Cority Software Inc. (Canada)	Revolver	0.50		3,000		(29)
CPI Intermediate Holdings, Inc.	Delayed Draw	0.00		927		(19)
CST Holding Company	Revolver	0.50		212		(6)
DCA Investment Holding LLC	Delayed Draw	1.00		111		(6)
Denali Midco 2, LLC	Delayed Draw	1.00		2,286		(87)
Diligent Corporation	Revolver	0.50		33		(1)
Dwyer Instruments, Inc.	Revolver	0.50		994		(15)
Dwyer Instruments, Inc.	Delayed Draw	1.00		161		(2)
Eliassen Group, LLC	Delayed Draw	1.00		3,310		(38)
Ellkay, LLC	Revolver	0.50		1,786		(64)
EPS Nass Parent, Inc.	Revolver	0.50		30		(1)
EPS Nass Parent, Inc.	Delayed Draw	1.00		37		(2)
Excel Fitness Holdings, Inc.	Revolver	0.50		438		(20)
Excelitas Technologies Corp.	Revolver	0.50		320		(12)
Excelitas Technologies Corp.	Delayed Draw	0.50		303		(11)
FPG Intermediate Holdco, LLC	Delayed Draw	1.00		7,946		(347)
Greenhouse Software, Inc.	Revolver	0.50		1,471		(54)
Greenhouse Software, Inc.	Revolver	0.50		733		(27)

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount**		Fair Value
Hadrian Acquisition Limited (United Kingdom)	Delayed Draw	2.33	%	£	1,043	$	(19)
Harbour Benefit Holdings, Inc.	Revolver	0.50		1,219		(7)
Heartland Home Services, Inc.	Delayed Draw	0.75		1,259		(22)
Heartland Home Services, Inc.	Revolver	0.50		2,780		(27)
Hercules Borrower LLC	Revolver	0.50		1,929		(64)
Hoosier Intermediate, LLC	Revolver	0.50		1,600		(87)
HS Spa Holdings Inc.	Revolver	0.50		1,235		(34)
iCIMS, Inc.	Delayed Draw	0.00		6,831		(249)
iCIMS, Inc.	Revolver	0.50		2,449		(89)
IQN Holding Corp.	Revolver	0.50		489		(8)
IQN Holding Corp.	Delayed Draw	1.00		696		(11)
Jeg's Automotive, LLC	Delayed Draw	1.00		3,333		(201)
K2 Insurance Services, LLC	Revolver	0.50		2,290		(22)
Kaseya, Inc.	Delayed Draw	0.50		1,146		(33)
Kaseya, Inc.	Revolver	0.50		2,054		(60)
Lifelong Learner Holdings, LLC	Revolver	0.50		4		—
Liqui-Box Holdings, Inc.	Revolver	0.50		596		—
LVF Holdings, Inc.	Revolver	0.50		992		(54)
LVF Holdings, Inc.	Delayed Draw	1.00		4,670		(254)
Material Holdings, LLC	Delayed Draw	0.00		977		(44)
Material Holdings, LLC	Revolver	1.00		499		(22)
Medical Manufacturing Technologies, LLC	Revolver	0.50		723		(14)
Medical Manufacturing Technologies, LLC	Delayed Draw	1.00		413		(8)
NEFCO Holding Company LLC	Revolver	0.50		1,527		(30)
NEFCO Holding Company LLC	Delayed Draw	1.00		760		(15)
NEFCO Holding Company LLC	Delayed Draw	1.00		1,106		(22)
North Haven Fairway Buyer, LLC	Delayed Draw	0.50		82		(1)
North Haven Fairway Buyer, LLC	Delayed Draw	0.50		11,162		(201)
North Haven Fairway Buyer, LLC	Revolver	0.50		1,269		(23)
North Haven Stallone Buyer, LLC	Delayed Draw	1.00		200		(4)
Oak Purchaser, Inc.	Revolver	0.50		584		(14)
Oak Purchaser, Inc.	Delayed Draw	0.50		1,623		(38)
PF Atlantic Holdco 2, LLC	Delayed Draw	1.00		7,448		(130)
PF Atlantic Holdco 2, LLC	Revolver	0.50		2,759		(48)
Prophix Software Inc. (Canada)	Revolver	0.50		2,658		—
PXO Holdings I Corp.	Delayed Draw	1.00		443		(8)
PXO Holdings I Corp.	Revolver	0.50		657		(12)

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount**		Fair Value
QNNECT, LLC	Delayed Draw	1.00	%	$	693	$	(21)
Quantic Electronics, LLC	Revolver	0.50		276		(14)
Quantic Electronics, LLC	Delayed Draw	1.00		2,126		(109)
Radwell Parent, LLC	Revolver	0.38		349		(10)
RSC Acquisition, Inc.	Revolver	0.50		1,096		(50)
Sapphire Convention, Inc.	Revolver	0.50		4,188		(92)
SCP Eye Care HoldCo, LLC	Delayed Draw	1.00		39		(1)
SCP Eye Care HoldCo, LLC	Revolver	0.50		17		—
Smarsh Inc.	Delayed Draw	1.00		408		(17)
Smarsh Inc.	Revolver	0.50		204		(9)
Spotless Brands, LLC	Revolver	0.50		1,096		(33)
Tank Holding Corp.	Revolver	0.38		690		(18)
The Carlstar Group LLC	Revolver	0.50		3,657		(48)
Trader Corporation (Canada)	Revolver	0.50		C$	91	(3)
Trafigura Trading LLC	Revolver	0.50		388		(3)
Tufin Software North America, Inc.	Delayed Draw	0.00		115		(4)
Tufin Software North America, Inc.	Revolver	0.50		1,339		(41)
Turbo Buyer, Inc.	Revolver	0.50		2,151		(38)
U.S. Legal Support, Inc.	Revolver	0.50		638		(12)
Wineshipping.com LLC	Delayed Draw	1.00		1,609		(127)
Wineshipping.com LLC	Revolver	0.50		1,509		(120)
Total unfunded commitments				$	159,074	$	(4,353)

(7)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.

(8)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of December 31, 2022, the aggregate fair value of these securities is $74,164, or 6.44% of the Company’s net assets.

(9)Loan was on non-accrual status as of December 31, 2022.

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

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

(12)The investment is secured by receivables purchased from the portfolio company, with an implied discount of 12.89%. The investment was made via a tranched participation arrangement between the purchaser of such receivables and the Company. The investment has a secondary priority behind the rights of such purchaser.

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)

As of December 31, 2022, investments at fair value consisted of the following:


Type	Amortized Cost		Fair Value		% of Fair Value


First Lien Debt	$	1,802,253	$	1,755,773	84.0	%
Second Lien Debt	269,498		260,934		12.5
Equity Investments	68,033		74,164		3.5
Total	$	2,139,784	$	2,090,871	100.0	%

The rate type of debt investments at fair value as of December 31, 2022 was as follows:


Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	$	2,024,487	$	1,969,983	97.7	%
Fixed Rate	47,264		46,724		2.3
Total	$	2,071,751	$	2,016,707	100.0	%

The industry composition of investments at fair value as of December 31, 2022 was as follows:


Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	$	173,169	$	162,374	7.8	%
Automotive	113,988		114,594		5.5
Beverage & Food	106,335		102,424		4.9
Business Services	203,998		200,407		9.6
Capital Equipment	91,940		92,821		4.4
Chemicals, Plastics & Rubber	79,503		78,451		3.8
Construction & Building	52,781		52,379		2.5
Consumer Goods: Durable	437		427		0.0
Consumer Goods: Non-Durable	8,251		7,899		0.4
Consumer Services	139,784		137,565		6.6
Containers, Packaging & Glass	100,587		98,526		4.7
Diversified Financial Services	150,561		148,508		7.1
Energy: Oil & Gas	32,722		33,003		1.6
Environmental Industries	74,152		71,614		3.4
Healthcare & Pharmaceuticals	173,512		166,460		8.0
High Tech Industries	63,742		62,262		3.0
Leisure Products & Services	141,213		131,953		6.3

Media: Diversified & Production	39,529		39,520		1.9
Metals & Mining	8,076		8,185		0.4
Retail	31,290		30,796		1.5
Software	276,758		273,752		13.1

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2022

(dollar amounts in thousands)


Industry	Amortized Cost		Fair Value		% of Fair Value
Sovereign & Public Finance	$	182	$	623	0.0	%
Telecommunications	32,208		31,747		1.5
Transportation: Cargo	20,467		19,988		0.9
Utilities: Electric	906		877		0.0
Wholesale	23,693		23,716		1.1
Total	$	2,139,784	$	2,090,871	100.0	%

The geographical composition of investments at fair value as of December 31, 2022 was as follows:


Geography	Amortized Cost		Fair Value		% of Fair Value
Australia	$	1,398	$	1,398	0.1	%
Canada	111,536		111,939		5.4
Cyprus	26,267		27,946		1.3
Italy	5,815		5,465		0.3

Luxembourg	75,107		69,170		3.3
Sweden	1,168		382		0.0
United Kingdom	66,270		64,277		3.1
United States	1,852,223		1,810,294		86.5
Total	$	2,139,784	$	2,090,871	100.0	%

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

CARLYLE CREDIT SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of June 30, 2023

(dollar amounts in thousands, except per share data)

1. ORGANIZATION

Carlyle Credit Solutions, Inc. (together with its consolidated subsidiaries, “CARS” or the “Company”) is a Maryland corporation formed on February 10, 2017, and structured as an externally managed, non-diversified closed-end investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company’s investment objective is to generate attractive risk adjusted returns and current income primarily through assembling a portfolio of senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. The Company's core investment strategy focuses on lending to U.S. middle market companies, which the Company defines as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. The Company seeks to achieve its objective primarily through direct origination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with a minority of its assets invested in higher yielding investments (which may include unsecured debt, subordinated debt and investments in equities). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms.

The Company invests primarily in loans to middle market companies whose debt has been rated below investment grade, or would likely be rated below investment grade if it was rated. These securities, which are often referred to as “junk,” have predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

On September 11, 2017 ("Commencement"), the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations. On January 21, 2022, stockholders approved the Company's conversion from a finite life private BDC with no interim liquidity to a private BDC with a perpetual life and a regular quarterly liquidity program. The conversion extends indefinitely the Company's term and finite investment period and permits the Company to accept new subscriptions for shares of its common stock in a new continuous private offering (the “New Continuous Offering”).

Effective March 3, 2017 the Company changed its name from Carlyle Private Credit, Inc. to TCG BDC II, Inc., and effective March 29, 2022 the Company’s name was changed to Carlyle Credit Solutions, Inc.

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

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

Carlyle Credit Solutions SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on January 28, 2019. The SPV invests in first and second lien senior secured loans. The SPV is a wholly owned subsidiary of the Company and is consolidated in these unaudited consolidated financial statements commencing from the date of its formation.

Carlyle Credit Solutions SPV 2 LLC (“SPV2,” and collectively with the SPV, the “SPVs”) is a Delaware limited liability company that was formed on March 10, 2020. SPV2 is a wholly owned subsidiary of the Company and is consolidated in these unaudited consolidated financial statements commencing from the date of its formation.

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

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

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”). The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, the SPVs. All significant intercompany balances and transactions have been eliminated. U.S. GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.

The interim unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of unaudited consolidated financial statements for the interim periods presented have been included. These adjustments are of a normal, recurring nature. This Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2022. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the operating results to be expected for the full year.

Use of Estimates

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

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment at the time of exit using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3, Fair Value Measurements, to these unaudited consolidated financial statements for further information about fair value measurements. In 2023, the Company began presenting net realized currency (gain) loss on non-investment assets and liabilities and net realized (gain) loss on investments separately in the accompanying Consolidated Statements of Cash Flows, which was previously presented together as net realized (gain) loss on investments and non-investment assets and liabilities. Prior periods have been conformed to the current presentation.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. The Company’s cash, cash equivalents and restricted cash are held with two large financial institutions and cash held in such financial institutions may, at times, exceed the Federal Deposit Insurance Corporation insured limit. As of June 30, 2023 and December 31, 2022, the Company had restricted cash balances of $59,867 and $51,725, respectively, which represent amounts that are collected and held by trustees appointed by the Company for payment of interest expense and principal on the outstanding borrowings, or reinvestment into new assets, and as custodians of the assets securing certain of the Company's financing transactions. As of June 30, 2023 and December 31, 2022, approximately $3,290 and $2,399, respectively, of the restricted cash balances were denominated in a foreign currency.

Revenue Recognition

Interest from Investments

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

The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK income represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. As of June 30, 2023 and December 31, 2022, the fair value of the loans in the portfolio with PIK provisions was $183,411 and $206,773, respectively, which represents approximately 9.5% and 9.9% of total investments at fair value, respectively. For the three and six months ended June, 30 2023, the Company earned $2,874 and $5,647 in PIK income, respectively. For the three and six months ended June 30, 2022, the Company earned $2,502 and $5,048 in PIK income, respectively. In 2022, the Company began presenting PIK income as a separate financial statement line item in the accompanying Consolidated Statements of Operations, which had previously been included in interest income. Prior periods have been conformed to the current presentation.

Other Income

Other income may include income such as consent, waiver, amendment, unused, underwriting, arranger and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in prepaid expenses and other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the three and six months ended June, 30 2023, the Company earned $701 and $3,019, respectively, in other income, primarily from prepayment and commitment fees. For the three and six months ended June 30, 2022, the Company earned $1,646 and $3,583, respectively, in other income, primarily from prepayment and amendment fees.

Non-Accrual Income

Loans are generally placed on non-accrual status when principal or interest payments are past due or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are current or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in management’s judgment, are likely to remain current. Management may determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2023 and December 31, 2022, the fair value of the loans in the portfolio on non-accrual status was $8,548 and $7,176, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of June 30, 2023 and December 31, 2022 and for the periods then ended.

Credit Facilities – Related Costs, Expenses and Deferred Financing Costs

The Company, the SPV and SPV2 have each entered into a senior secured revolving credit facility (as amended, the “Subscription Facility,” which was terminated October 3, 2022, “SPV Credit Facility” and “SPV2 Credit Facility,” respectively, and together, the “Credit Facilities”). Interest expense and unused commitment fees on the Credit Facilities are recorded on an accrual basis. Unused commitment fees are included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.

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

In 2022, the Company began presenting interest expense and credit facility fees together in the accompanying Consolidated Statements of Operations, which had previously been presented as separate financial statement line items. Prior periods have been conformed to the current presentation.

In 2023, the Company began presenting net realized currency gain (loss) on liabilities as part of foreign currency translation within Note 5, Borrowings. Prior periods have been conformed to the current presentation in Note 5, Borrowings, and in the accompanying Consolidated Statements of Cash Flows.

Income Taxes

For federal income tax purposes, the Company has elected to be treated as a RIC under the Code, and intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements as reasonable. The Company incurred $298 and $401 in excise tax, respectively, for the three and six months ended June 30, 2023. The Company did not incur excise tax for the three and six months ended June 30, 2022.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its unaudited consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. The SPVs are disregarded entities for tax purposes and are consolidated with the tax return of the Company. All penalties and interest associated with income taxes, if any, are included in income tax expense.

Dividends and Distributions to Common Stockholders

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

The Company has adopted a dividend reinvestment plan, pursuant to which all cash dividends declared by the Board of Directors are reinvested on behalf of common stockholders on shares of common stock purchased in the New Continuous

Offering who do not elect to receive their dividends on such shares in cash. As a result, if the Board of Directors authorizes, and the Company declares, a cash dividend or other distribution on shares of common stock purchased in the New Continuous Offering then stockholders who have not opted out of our dividend reinvestment plan with respect to such shares will have their cash distributions on such shares purchased in the New Continuous Offering automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Shares issued under the dividend reinvestment plan will not reduce outstanding capital commitments.

Functional Currency

The functional currency of the Company is the U.S. Dollar. Investments are generally made in the local currency of the country in which the investments are domiciled and are translated into U.S. Dollars with foreign currency translation gains or losses recorded within net change in unrealized appreciation (depreciation) on investments in the accompanying Consolidated Statements of Operations. Foreign currency translation gains and losses on non-investment assets and liabilities are separately reflected in the accompanying Consolidated Statements of Operations.

Earnings Per Common Share

The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per common share is calculated by dividing the net increase (decrease) in net assets resulting from operations attributable to common stock by the weighted average number of shares of common stock outstanding. Diluted earnings per common share reflects the assumed conversion of all dilutive securities.

Recent Accounting Standards Updates

In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848), which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company does not expect this guidance to impact its consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

The Company applies fair value accounting in accordance with the terms of FASB ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. Effective September 8, 2022, the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act, determines in good faith the fair value of the Company’s investment portfolio for which market quotations are not readily available. The Investment Adviser values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Investment Adviser may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Investment Adviser determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Investment Adviser may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.

Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of personnel of the Investment Adviser; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) if applicable, prior to September 8, 2022, the Audit Committee of the Board of Directors (the

“Audit Committee”) reviewed the assessments of the Investment Adviser and the third-party valuation firm; and (v) if applicable, prior to September 8, 2022, the Board of Directors discussed the valuation recommendations of the Audit Committee and determined the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.

All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:

•the nature and realizable value of any collateral;

•call features, put features and other relevant terms of debt;

•the portfolio company’s leverage and ability to make payments;

•the portfolio company’s public or private credit rating;

•the portfolio company’s actual and expected earnings and discounted cash flow;

•prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;

•the markets in which the portfolio company does business and recent economic and/or market events; and

•comparisons to comparable transactions and publicly traded securities.

Investment performance data utilized are the most recently available financial statements and compliance certificates received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.

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

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of June 30, 2023 and December 31, 2022.

U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:

•Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. Financial instruments in this category generally include unrestricted securities, including equities and derivatives, listed in active markets. The Investment Adviser does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

•Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. Financial instruments in this category generally include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

•Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments in this category generally include investments in privately-held entities, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall

fair value measurement. The Investment Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the three and six months ended June 30, 2023 and 2022, there were no transfers between levels.

The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of June 30, 2023 and December 31, 2022:


	June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	1,598,581	$	1,598,581
Second Lien Debt	—		—		260,535		260,535
Equity Investments	—		—		72,327		72,327
Total	$	—	$	—	$	1,931,443	$	1,931,443


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	1,755,773	$	1,755,773
Second Lien Debt	—		—		260,934		260,934
Equity Investments	—		—		74,164		74,164
Total	$	—	$	—	$	2,090,871	$	2,090,871

The changes in the Company’s investments at fair value for which the Company has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments still held are as follows:


	Financial Assets
	For the three months ended June, 30 2023
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,692,273	$	257,179	$	72,953	$	2,022,405
Purchases	28,061		383		1,298		29,742
Sales	(9,950)		—		(1,495)		(11,445)
Paydowns	(86,440)		—		(4)		(86,444)
Accretion of discount	2,249		229		20		2,498
Net realized gains (losses)	17		—		1,189		1,206
Net change in unrealized appreciation (depreciation)	(27,629)		2,744		(1,634)		(26,519)
Balance, end of period	$	1,598,581	$	260,535	$	72,327	$	1,931,443
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included on the Consolidated Statements of Operations	$	(27,371)	$	2,744	$	(490)	$	(25,117)



	Financial Assets
	For the six months ended June, 30 2023
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,755,773	$	260,934	$	74,164	$	2,090,871
Purchases	59,973		706		2,812		63,491
Sales	(30,022)		(6,372)		(1,495)		(37,889)
Paydowns	(156,354)		(1,000)		(2,479)		(159,833)
Accretion of discount	4,830		399		64		5,293
Net realized gains (losses)	(902)		(49)		992		41
Net change in unrealized appreciation (depreciation)	(34,717)		5,917		(1,731)		(30,531)
Balance, end of period	$	1,598,581	$	260,535	$	72,327	$	1,931,443
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included on the Consolidated Statements of Operations	$	(34,899)	$	5,917	$	210	$	(28,772)


	Financial Assets
	For the three months ended June, 30 2022
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,607,929	$	294,677	$	58,749	$	1,961,355
Purchases	165,813		430		1,108		167,351
Sales	(17,005)		(4,012)		—		(21,017)
Paydowns	(97,116)		—		(108)		(97,224)
Accretion of discount	2,448		185		47		2,680
Net realized gains (losses)	99		(956)		611		(246)
Net change in unrealized appreciation (depreciation)	(15,479)		(9,172)		(1,558)		(26,209)
Balance, end of period	$	1,646,689	$	281,152	$	58,849	$	1,986,690
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included on the Consolidated Statements of Operations	$	(14,781)	$	(9,172)	$	(230)	$	(24,183)



	Financial Assets
	For the six months ended June, 30 2022
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,674,715	$	337,899	$	57,469	$	2,070,083
Purchases	227,825		678		2,479		230,982
Sales	(17,005)		(4,012)		—		(21,017)
Paydowns	(216,496)		(41,838)		(1,125)		(259,459)
Accretion of discount	5,461		953		54		6,468
Net realized gains (losses)	3,502		(956)		1,740		4,286
Net change in unrealized appreciation (depreciation)	(31,313)		(11,572)		(1,768)		(44,653)
Balance, end of period	$	1,646,689	$	281,152	$	58,849	$	1,986,690
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included on the Statements of Operations	$	(25,533)	$	(10,583)	$	(440)	$	(36,556)

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

Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Investment Adviser carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The income approach typically uses a discounted cash flow analysis of the portfolio company.

Investments in debt securities that do not have sufficient coverage through the enterprise value analysis are valued based on an expected probability of default and discount recovery analysis.

Investments in debt securities with sufficient coverage through the enterprise value analysis are generally valued using a discounted cash flow analysis of the underlying security. Projected cash flows in the discounted cash flow typically represent the relevant security’s contractual interest, fees and principal payments plus the assumption of full principal recovery at the security’s expected maturity date. The discount rate to be used is determined using an average of two market-based methodologies. Investments in debt securities may also be valued using consensus pricing.

Investments in equities are generally valued using a market approach and/or an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The income approach typically uses a discounted cash flow analysis of the portfolio company.

The following tables summarize the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of June 30, 2023 and December 31, 2022:


	Fair Value as of June 30, 2023		Valuation Techniques	Significant Unobservable Inputs	Range
					Low		High		Weighted Average
Investments in First Lien Debt	$	1,569,503	Discounted Cash Flow	Discount Rate	5.03	%	18.65	%	8.66	%
	10,893		Consensus Pricing	Indicative Quotes	97.00	%	100.00	%	97.07	%
	18,185		Income Approach	Discount Rate	9.24	%	9.24	%	9.24	%
			Market Approach	Comparable Multiple	11.04x		11.04x		11.04x
Total First Lien Debt	1,598,581
Investments in Second Lien Debt	260,535		Discounted Cash Flow	Discount Rate	8.25	%	13.51	%	10.02	%

Total Second Lien Debt	260,535
Investments in Equity	72,327		Income Approach	Discount Rate	7.22	%	12.24	%	9.29	%
			Market Approach	Comparable Multiple	9.10x		16.50x		10.77x
Total Equity Investments	72,327
Total Level 3 Investments	$	1,931,443


	Fair Value as of December 31, 2022		Valuation Techniques	Significant Unobservable Inputs	Range
					Low		High		Weighted Average
Investments in First Lien Debt	$	1,677,160	Discounted Cash Flow	Discount Rate	4.84	%	17.96	%	8.80	%
	62,319		Consensus Pricing	Indicative Quotes	97.00	%	100.00	%	98.50	%
	16,294		Income Approach	Discount Rate	9.03	%	9.03	%	9.03	%
			Market Approach	Comparable Multiple	10.51x		10.51x		10.51x
Total First Lien Debt	1,755,773
Investments in Second Lien Debt	260,934		Discounted Cash Flow	Discount Rate	8.96	%	13.33	%	10.30	%

Total Second Lien Debt	260,934
Investments in Equity	74,164		Income Approach	Discount Rate	7.22	%	11.94	%	9.45	%
			Market Approach	Comparable Multiple	9.10x		17.24x		10.91x
Total Equity Investments	74,164
Total Level 3 Investments	$	2,090,871

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

Financial instruments disclosed but not carried at fair value

The carrying values of the secured borrowings generally approximate their respective fair values due to their variable interest rates. Secured borrowings are categorized as Level 3 within the hierarchy. The carrying value of other financial assets and liabilities approximates their fair value based on the short-term nature of these items.

4. RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On June 26, 2017, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Investment Adviser. The initial term of the Investment Advisory Agreement was two years from June 26, 2017 and renewed automatically for successive annual periods with the specific approval of the Board of Directors, including the vote of

a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”). On October 11, 2021, the Board, including all of its Independent Directors, reviewed and approved the terms of an amended and restated investment advisory agreement (the “Amended and Restated Investment Advisory Agreement”) for an initial term of two years, conditional upon stockholders’ approval of the proposal to convert the Company to a perpetual life BDC as discussed above. On January 21, 2022, stockholders approved the Amended and Restated Investment Advisory Agreement, which the Company entered into effective as of the date of such approval.

Pursuant to the Investment Advisory Agreement and the Amended and Restated Investment Advisory Agreement effective as of January 21, 2022, and subject to the overall supervision of the Board of Directors, the Investment Adviser provides investment advisory services to the Company. For providing these services, the Investment Adviser receives fees from the Company consisting of two components—a management fee and an incentive fee.

From the period September 12, 2021 until January 21, 2022, the management fee was calculated and payable quarterly in arrears at an annual rate of 1.00% of the Company’s average Capital Under Management (as defined below) at the end of the then-current quarter and the prior calendar quarter. “Capital Under Management” means cumulative capital called, less cumulative distributions categorized as Returned Capital. “Returned Capital” means unused capital commitments increased by the aggregate amount of (i) any portion of distributions made by the Company to an investor during the Original Investment Period (as defined below) which represents (A) proceeds realized from the sale or repayment of any investment (as opposed to investment income) during the Investment Period (but not in excess of the cost of any such investment) or (B) a return of such investor’s capital contributions to the Company, as determined by the Board of Directors, and (ii) any amount drawn down by the Company from unused capital commitments to pay management fees, incentive fees, organizational expenses or Company expenses, to the extent such investor receives subsequent distributions. For the avoidance of doubt, Capital Under Management does not include capital acquired through the use of leverage, and Returned Capital does not include distributions of the Company’s investment income (i.e., proceeds received in respect of interest payments, dividends or fees, net of expenses) or net realized capital gains to the investors.

Under the Investment Advisory Agreement, the incentive fee consisted of two parts. The first part was calculated and payable quarterly in arrears and equaled 15.0% of pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a preferred return of 1.75% per quarter (7.0% annualized), or “hurdle rate,” and a “catch-up” feature. The second part was determined and payable in arrears as of the end of each calendar year in an amount equal to 15.0% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation less the aggregate amount of any previously paid capital gain incentive fees, provided that no incentive fee on capital gains is payable to the Investment Adviser unless cumulative total return exceeded a 7% annual return on weighted average cumulative capital called less cumulative distributions categorized as Returned Capital.

Pursuant to the Amended and Restated Investment Advisory Agreement, (i) the income-based incentive fee rate was reduced from 15.0% to 12.5%, and the "hurdle rate" was reduced from 1.75% (7.0% annualized) to 1.25% (5.0% annualized); (ii) the capital gains incentive fee was reduced from 15.0% to 12.5%; and (iii) the calculation of the annual base management fee was changed to 1.00% of the Company's net asset value as of the end of the immediately preceding calendar quarter (as adjusted for capital called, dividends reinvested, distributions paid and issuer share repurchases made during the current calendar quarter) from 1.00% of the Company's average Capital Under Management. The terms of the Amended and Restated Investment Advisory Agreement were effective upon execution of the agreement, except for the change to the income-based incentive fee which became effective for the calendar quarter ending June 30, 2022. The Amended and Restated Investment Advisory Agreement will continue in effect until January 21, 2024 and, unless terminated earlier, will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board and by the vote of a majority of the Independent Directors. On May 4, 2023, the Board of Directors, including a majority of the Independent Directors, approved the continuance of the Amended and Restated Investment Advisory Agreement for an additional one year term. The Amended and Restated Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.

Below is a summary of the base management fees and incentive fees incurred during the three and six months ended June 30, 2023 and 2022:


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Base management fees	$	2,709	$	3,027	$	5,456	$	5,827
Incentive fee on pre-incentive fee net investment income	4,923		3,806		9,949		8,723




Total base management fees and incentive fees	$	7,632	$	6,833	$	15,405	$	14,550

Accrued capital gains incentive fees are based upon the cumulative net realized and unrealized appreciation (depreciation) from inception. Accordingly, the accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. For the three and six months ended June 30, 2023, the Company did not incur any capital gains incentive fees. For the three and six months ended June 30, 2022, the Company did not incur any capital gains incentive fees.

As of June 30, 2023 and December 31, 2022, $7,635 and $7,703, respectively, was included in management and incentive fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

Administration Agreement

On April 18, 2017, the Company entered into an administration agreement (the “Administration Agreement”) with the Administrator. Unless terminated earlier, the Administration Agreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party. On May 4, 2023, the Board of Directors, including a majority of the Independent Directors, approved the continuance of the Company’s Administration Agreement for an additional one year term.

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

For the three and six months ended June, 30 2023, the Company incurred $314 and $441, respectively, in fees under the Administration Agreement. For the three and six months ended June 30, 2022, the Company incurred $405 and $719, respectively, in fees under the Administration Agreement. These fees are included in administrative service fees in the accompanying Consolidated Statements of Operations. As of June 30, 2023 and December 31, 2022, $878 and $854, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

Sub-Administration Agreements

On June 26, 2017, the Administrator entered into sub-administration agreements with Carlyle Employee Co. (the “Carlyle Sub-Administration Agreement”). Pursuant to the Carlyle Sub-Administration Agreement, Carlyle Employee Co. provides the Administrator with access to personnel.

On June 22, 2017, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and, such agreement, the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreements, the “Sub-Administration Agreements”).

On May 4, 2023, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the Company’s Sub-Administration Agreements for an additional one year term.

For the three and six months ended June, 30 2023, the Company incurred $178 and $401, respectively, in fees under the State Street Sub-Administration Agreement. For the three and six months ended June 30, 2022, the Company incurred $223 and $486, respectively, in fees under the State Street Sub-Administration Agreement. These fees were included in other general and administrative expenses in the accompanying Consolidated Statements of Operations. As of June 30, 2023 and December 31, 2022, $1,031 and $842, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.

Placement Fees

On June 26, 2017, the Company entered into a placement fee arrangement with TCG Securities, L.L.C. (“TCG”), a licensed broker-dealer and an affiliate of the Investment Adviser, which may require stockholders to pay a placement fee to TCG for TCG’s services.

For the three and six months ended June, 30 2023, TCG received $727 and $1,507, respectively, in placement fees from the Company's stockholders in connection with the issuance or sale of the Company's common stock, and TCG paid these amounts as placement fees to sub-placement agents. For both the three and six months ended June 30, 2022, TCG received $1,554 in placement fees from the Company’s stockholders.

Board of Directors

The Company’s Board of Directors currently consists of seven members, four of whom are Independent Directors. The Board of Directors has established an audit committee and a pricing committee of the Board of Directors, and may establish additional committees in the future. For the three and six months ended June, 30 2023, the Company incurred $68 and $146, respectively, in fees and expenses associated with its Independent Directors’ services on the Company’s Board of Directors and its committees. For the three and six months ended June 30, 2022, the Company incurred $107 and $202, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. As of June 30, 2023 and December 31, 2022, no fees or expenses associated with its Independent Directors were payable.

5. BORROWINGS

The SPV and SPV2 are party to the SPV Credit Facility and SPV2 Credit Facility, respectively, as described below. The Company was party to the Subscription Facility until its termination on October 3, 2022, as described below. In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 200% after such borrowing. As of June 30, 2023 and December 31, 2022, asset coverage was 219.15% and 217.21%, respectively, and the SPV and SPV2 were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the Credit Facilities for the three and six months ended June 30, 2023 and 2022.


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Outstanding borrowing, beginning of period	$	949,604	$	889,297	$	982,404	$	966,947
Borrowings	68,000		119,814		139,000		154,978
Repayments	(113,000)		(119,361)		(217,886)		(227,523)
Foreign currency translation	1,428		(5,141)		2,514		(9,793)
Outstanding borrowing, end of period	$	906,032	$	884,609	$	906,032	$	884,609

Subscription Facility

The Company entered into the Subscription Facility with a lender on October 3, 2017, which was subsequently amended on March 14, 2018, November 16, 2018, May 12, 2020 and October 2, 2020. The Subscription Facility was terminated and repaid in full on October 3, 2022. The Company could borrow amounts in U.S. Dollars or certain other permitted currencies. Borrowings under the Subscription Facility accrued interest at LIBOR plus an applicable spread of 1.95% per year, subject to a 0.50% floor on LIBOR. The Company also paid a fee of 0.25% per year on undrawn amounts under the Subscription Facility.

Subject to certain exceptions, the Subscription Facility was secured by a first lien security interest in the Company’s unfunded investor equity capital commitments. The Subscription Facility included customary covenants, certain limitations on

the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.

SPV Credit Facility

The SPV entered into the SPV Credit Facility with a lender on April 1, 2019, which was subsequently amended October 25, 2019, February 7, 2020, December 4, 2020, June 2, 2021, December 28, 2021 and March 28, 2022. The SPV Credit Facility provides for secured borrowings of $700,000 as of June 30, 2023, subject to availability under the SPV Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV Credit Facility has a revolving period through October 15, 2024, and a maturity date of April 1, 2026, with one one-year extension option, subject to the SPV's and lender's consent. The SPV may borrow amounts in U.S. Dollars or certain other permitted currencies. Borrowings under the SPV Credit Facility bear interest initially at SOFR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.50% per year. The SPV also pays a fee of between 0.50% and 0.75% per year on undrawn amounts under the SPV Credit Facility. Payments under the SPV Credit Facility are made quarterly. The lender has a first lien security interest on substantially all of the assets of the SPV.

SPV2 Credit Facility

SPV2 entered into the SPV2 Credit Facility with a lender on May 13, 2020, which was subsequently amended on February 11, 2021, August 13, 2021, March 7, 2022, September 20, 2022, and June 29, 2023. The SPV2 Credit Facility provides for secured borrowings during the applicable revolving period up to a principal amount of $550,000 as of June 30, 2023, subject to availability under the SPV2 Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV2 Credit Facility has a revolving period through March 7, 2025, and a maturity date of March 7, 2030. Borrowings under the SPV2 Credit Facility bear interest initially at SOFR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.40% per year, plus a term SOFR adjustment of 0.15% per year. Prior to the June 29, 2023 amendment, borrowings under the SPV2 Credit Facility bore interest at LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.40% per year. SPV2 pays a fee of 0.25% per year on undrawn amounts under the SPV2 Credit Facility. Payments under the SPV2 Credit Facility are made quarterly. The lender has a security interest on substantially all of the assets of SPV2.

Summary of Credit Facilities

The Credit Facilities consisted of the following as of June 30, 2023 and December 31, 2022:


	June 30, 2023
	Total Facility		Borrowings Outstanding		Unused Portion(1)		Amount Available(2)

SPV Credit Facility	$	700,000	$	558,732	$	141,268	$	48,541
SPV2 Credit Facility	550,000		347,300		202,700		122,028
Total	$	1,250,000	$	906,032	$	343,968	$	170,569

	December 31, 2022
	Total Facility		Borrowings Outstanding		Unused Portion(1)		Amount Available(2)

SPV Credit Facility	$	700,000	$	622,104	$	77,896	$	39,299
SPV2 Credit Facility	550,000		360,300		189,700		99,200
Total	$	1,250,000	$	982,404	$	267,596	$	138,499

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

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

For the three and six months ended June 30, 2023 and 2022, the components of interest expense and credit facility fees were as follows:


	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Interest expense	$	17,350		$	7,238		$	33,834		$	13,436
Facility unused commitment fee	333			295			712			596
Amortization of deferred financing costs	421			428			842			831

Total interest expense and credit facility fees	$	18,104		$	7,961		$	35,388		$	14,863
Cash paid for interest expense and credit facility fees	$	16,961		$	6,878		$	32,380		$	13,453

Weighted average principal debt outstanding	$	932,488		$	898,944		$	942,360		$	911,039
Weighted average interest rate(1)	7.36		%	3.19		%	7.14		%	2.93		%

(1)Excludes facility unused commitment fee and amortization of deferred financing costs and debt issuance costs.

As of June 30, 2023 and December 31, 2022, the components of interest and credit facility fees payable were as follows:


	As of
	June 30, 2023			December 31, 2022
Interest expense payable	$	15,320		$	13,344
Unused commitment fees payable	319			215
Total interest expense and credit facility fees payable	$	15,639		$	13,559
Weighted average interest rate (1)	7.49		%	6.00		%

(1) Based on floating LIBOR and SOFR rates.

6. COMMITMENTS AND CONTINGENCIES

A summary of significant contractual payment obligations was as follows as of June 30, 2023 and December 31, 2022:


	As of
Payment Due by Period	June 30, 2023		December 31, 2022
Less than 1 Year	$	—	$	—
1-3 Years	558,732		—
3-5 Years	—		622,104
More than 5 Years	347,300		360,300
Total	$	906,032	$	982,404

In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of June 30, 2023 and December 31, 2022 for any such exposure.

As of June 30, 2023 and December 31, 2022, the Company had $1,325,584 and $1,285,690, respectively, in total capital commitments from stockholders, of which $23,074 and $13,210, respectively, was unfunded. As of June 30, 2023, current officers had no unfunded capital commitments to the Company. As of December 31, 2022, current officers had $500 in unfunded capital commitments to the Company.

The Company has in the past, currently is and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:


	Par / Principal Amount as of
	June 30, 2023		December 31, 2022
Unfunded delayed draw commitments	$	84,715	$	79,647
Unfunded revolving commitments	71,685		79,427
Total unfunded commitments	$	156,400	$	159,074

7. NET ASSETS

The Company has the authority to issue 200,000,000 shares of common stock, $0.01 per share par value.

For the three and six months ended June 30, 2023, the Company repurchased and extinguished 2,043,878 and 4,161,694 shares for $40,285 and $82,048, respectively, in connection with the tender offers as discussed below.

The following table summarizes capital activity during the three months ended June 30, 2023:


	Common Stock			Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, April 1, 2023	56,985,292	$	570	$	1,160,822	$	15,006	$	(7,335)	$	(45,730)	$	1,123,333
Common stock issued	854,675	8		16,812		—		—		—		16,820
Dividend reinvestment	16,319	1		320		—		—		—		321
Repurchase of common stock	(2,043,878)	(21)		(40,264)		—		—		—		(40,285)
Net investment income (loss)	—	—		—		34,469		—		—		34,469
Net realized gain (loss)	—	—		—		—		1,219		—		1,219
Net change in unrealized appreciation (depreciation) on investments	—	—		—		—		—		(26,519)		(26,519)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	—	—		—		—		—		(1,381)		(1,381)
Dividends declared	—	—		—		(28,465)		—		—		(28,465)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—	—		(79)		(1,224)		1,303		—		—
Balance, June 30, 2023	55,812,408	$	558	$	1,137,611	$	19,786	$	(4,813)	$	(73,630)	$	1,079,512

The following table summarizes capital activity during the six months ended June 30, 2023:



	Common Stock			Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, January 1, 2023	58,396,516	$	584	$	1,188,720	$	8,819	$	(5,997)	$	(40,625)	$	1,151,501
Common stock issued	1,528,999	15		30,015		—		—		—		30,030
Dividend reinvestment	48,587	1		961		—		—		—		962
Repurchase of common stock	(4,161,694)	(42)		(82,006)		—		—		—		(82,048)
Net investment income (loss)	—	—		—		69,715		—		—		69,715
Net realized gain (loss)	—	—		—		—		(119)		—		(119)
Net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	—	—		—		—		—		(30,531)		(30,531)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	—	—		—		—		—		(2,474)		(2,474)
Dividends declared	—	—		—		(57,524)		—		—		(57,524)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—	—		(79)		(1,224)		1,303		—		—
Balance, June 30, 2023	55,812,408	$	558	$	1,137,611	$	19,786	$	(4,813)	$	(73,630)	$	1,079,512

The following table summarizes capital activity during the three months ended June 30, 2022:


	Common Stock			Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, April 1, 2022	57,005,057	$	570	$	1,160,819	$	1,685	$	1,075	$	(14,947)	$	1,149,202
Common stock issued	3,233,368	32		64,668		—		—		—		64,700


Net investment income (loss)	—	—		—		26,578		—		—		26,578
Net realized gain (loss)	—	—		—		—		867		—		867
Net change in unrealized appreciation (depreciation) on investments	—	—		—		—		—		(26,209)		(26,209)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	—	—		—		—		—		5,141		5,141
Dividends declared	—	—		—		(27,362)		—		—		(27,362)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—	—		(304)		304		—		—		—
Balance, June 30, 2022	60,238,425	$	602	$	1,225,183	$	1,205	$	1,942	$	(36,015)	$	1,192,917

The following table summarizes capital activity during the six months ended June 30, 2022:



	Common Stock			Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, January 1, 2022	57,005,057	$	570	$	1,160,819	$	2,212	$	3,795	$	(1,155)	$	1,166,241
Common stock issued	3,233,368	32		64,668		—		—		—		64,700


Net investment income (loss)	—	—		—		54,554		—		—		54,554
Net realized gain (loss)	—	—		—		—		4,061		—		4,061
Net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	—	—		—		—		—		(44,653)		(44,653)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	—	—		—		—		—		9,793		9,793
Dividends declared	—	—		—		(55,865)		(5,914)		—		(61,779)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—	—		(304)		304				—		—
Balance, June 30, 2022	60,238,425	$	602	$	1,225,183	$	1,205	$	1,942	$	(36,015)	$	1,192,917

Share Issuances

The following table summarizes total shares of common stock issued and proceeds related to capital activity during the six months ended June 30, 2023.



	Shares Issued	Proceeds
January 6, 2023	674,324	$	13,210
April 11, 2023	854,675	16,820


Total	1,528,999	$	30,030

On June 23, 2023, the Company delivered a capital drawdown notice to its investors relating to the issuance of 1,193,694 shares for an aggregate offering price of approximately $23,074. The shares were issued on July 6, 2023.

Subscription and share issuance transactions during the six months ended June 30, 2023 were executed at an offering price at a premium to net asset value in order to effect a reallocation of organizational costs to subsequent investors. There was no increase to net asset value per share resulting from such subscription.

The following table summarizes total shares of common stock issued and proceeds related to capital activity during the six months ended June 30, 2022.



	Shares Issued	Proceeds
June 30, 2022	3,233,368	$	64,700
Total	3,233,368	$	64,700

Subscription and share issuance transactions during the six months ended June 30, 2022 were executed at an offering price at a premium to net asset value in order to effect a reallocation of organizational costs to subsequent investors. There was no increase to net asset value per share resulting from such subscription.

Earnings Per Share

The Company computes earnings per common share in accordance with ASC 260. Basic earnings per common share were calculated by dividing net increase (decrease) in net assets resulting from operations attributable to the Company by the weighted-average number of common shares outstanding for the period.

Basic and diluted earnings per common share were as follows:


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Net increase (decrease) in net assets resulting from operations	$	7,788	$	6,377	$	36,591	$	23,755
Weighted-average common shares outstanding	56,297,809		57,040,589		56,956,955		57,022,921
Basic and diluted earnings per common share	$	0.14	$	0.11	$	0.64	$	0.42

Dividends

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

Date Declared

Record Date

Payment Date

Per Share Amount

March 30, 2021

April 16, 2021

0.48

June 29, 2021

July 16, 2021

0.48

September 29, 2021

October 15, 2021

0.49

December 20, 2021

December 30, 2021

January 18, 2022

0.48

March 25, 2022

April 18, 2022

0.60

(1)

June 15, 2022

July 19, 2022

0.48

September 14, 2022

October 19, 2022

0.51

December 21, 2022

January 20, 2023

0.52

(1)

March 22, 2023

April 20, 2023

0.51

June 21, 2023

July 21, 2023

0.51

(1)Includes capital gain distribution of $0.103745 per share for the April 18, 2022 dividend payment and $0.053510 per share for the January 20, 2023 dividend payment.

Special Tender Offer

On April 5, 2022, CDL Tender Fund 2022-1, L.P. (the “Purchaser”) launched a tender offer (the “Special Tender Offer”) to purchase up to $100,000,000 in aggregate amount of shares of the Company’s common stock at a purchase price of $20.13 per share (the “Special Tender Offer Purchase Price”), which represented the net asset value per share of the Company’s common stock as determined by the Company on March 29, 2022. The Special Tender Offer expired on May 3, 2022. The Purchaser accepted for purchase $100,000,000 in aggregate amount of the Company’s common stock at the Special Tender Offer Purchase Price, which represented approximately 8.71% of the total number of the Company’s outstanding shares of common stock as of May 6, 2022. As of the date of the Special Tender Offer, the Purchaser was wholly owned by its limited partners, the Investment Adviser, Cliffwater Corporate Lending Fund, a Delaware statutory trust, and AlpInvest Indigo I CI-A, L.P., a Delaware limited partnership which is advised by an affiliate of the Investment Adviser. These limited partners contributed approximately $28.6 million, $50.0 million and $21.4 million, respectively, in cash to the Purchaser to fund the purchase of the shares. Effective as of June 15, 2022, the Investment Adviser assigned its entire interest in the Purchaser to a third party for $28.4 million and as of that date no longer owns shares indirectly through the Purchaser.

Quarterly Tender Offers

In the second quarter of 2022, the Company commenced a quarterly liquidity program pursuant to which the Company expects to conduct quarterly tender offers (the “Quarterly Tender Offer”) to repurchase up to 3.5% of the number of shares of its common stock outstanding as of the end of the calendar quarter immediately prior to the quarter in which the Quarterly Tender Offer is conducted, at a per share price based on the net asset value per share as of the last date of the quarter in which the Quarterly Tender Offer is conducted. However, the Board of Directors has the discretion to determine whether or not the Company will purchase common stock from stockholders, and the Company is not required to conduct tender offers on a quarterly basis or at all. If during any consecutive 24-month period, the Company does not engage in a quarterly tender offer in which the Company accepts for purchase 100% of properly tendered shares (a “Qualifying Tender”), the Company generally will not make commitments for new portfolio investments (excluding short-term cash management investments under 30 days in duration) and will reserve available assets to satisfy future tender requests until a Qualifying Tender occurs, subject to the Company continuing to use available funds and liquidity for certain purposes. As of June 30, 2023, the Company has not conducted a Qualifying Tender.

The following summarizes the results of the Quarterly Tender Offer completed during the three and six months ended June 30, 2023. We did not have any share repurchases during the three and six months ended June 30, 2022.


Payment Date	Percentage of Outstanding Shares Offered to Repurchase	Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased		Shares Repurchased	Percentage of Outstanding Shares Repurchased(1)
March 14, 2023	3.5%	$	19.72	December 31, 2022	$	41,763	2,117,816	3.6	%
May 12, 2023	3.5%	$	19.71	March 31, 2023	$	40,285	2,043,878	3.6	%

(1)Percentage based on the total shares as of the close of the previous quarter.

On June 30, 2023, the Company commenced a Quarterly Tender Offer (the “Q2 2023 Tender Offer”) pursuant to which the Company offered to repurchase up to 1,994,485 shares, representing 3.5% of the number of shares of its common stock outstanding as of March 31, 2023. On July 28, 2023, the Quarterly Tender Offer expired and the Company accepted 1,562,102 shares for purchase, representing approximately 2.8% of the total number of shares outstanding as of June 30, 2023. The purchase price of the shares tendered is the Company’s net asset value per share as of June 30, 2023, or $19.34 per share. In accordance with the terms of the Quarterly Tender Offer, a non-interest bearing, non-transferable and non-negotiable promissory note has been issued to the Company’s stockholders that participated in the tender offer, which is being held on the stockholders’ behalf, entitling the tendering stockholders to receive payment in an aggregate amount equal to the net asset value of the tendered shares as of June 30, 2023 less the 2% early repurchase fee applicable to shares that have not been outstanding for at least one year.

8. CONSOLIDATED FINANCIAL HIGHLIGHTS

The following is a schedule of consolidated financial highlights for the six months ended June 30, 2023 and 2022:


	Six months ended June 30,
	2023			2022
Per Share Data:
Net asset value per share, beginning of period	$	19.72		$	20.46
Net investment income (loss) (1)	1.22			0.96
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(0.58)			(0.54)
Net increase (decrease) in net assets resulting from operations	0.64			0.42
Dividends declared (2)	(1.02)			(1.08)


Net asset value per share, end of period	$	19.34		$	19.80
Number of shares outstanding, end of period	55,812,408			60,238,425
Total return based on net asset value (3)	3.26		%	2.05		%
Net assets, end of period	$	1,079,512		$	1,192,917
Ratio to average net assets (4):
Expenses before incentive fees	3.92		%	2.12		%
Expenses after incentive fees	4.81		%	2.87		%
Net investment income (loss)	6.24		%	4.66		%
Interest expense and credit facility fees	3.16		%	1.27		%
Ratios/Supplemental Data:
Asset coverage, end of period	219.15		%	234.85		%
Portfolio turnover	3.13		%	11.42		%
Total committed capital, end of period	$	1,325,584		$	1,227,312
Ratio of total contributed capital to total committed capital, end of period	98.26		%	100.00		%
Weighted-average shares outstanding	56,956,955			57,022,921

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

(2)Dividends declared per share was calculated as the sum of dividends declared during the period divided by the number of shares outstanding at each respective quarter end date (refer to Note 7, Net Assets to these unaudited consolidated financial statements).

(3)Total return based on net asset value (not annualized) is based on the change in net asset value per share during the period plus the declared dividends, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning net asset value for the period. There was no impact to total return as a result of the offering price of subscriptions during the six months ended June 30, 2023 and 2022.

(4)These ratios to average net assets have not been annualized.

9. LITIGATION

The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of June 30, 2023 and December 31, 2022, the Company was not subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company.

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

10. TAX

The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of June 30, 2023 and June 30, 2022.

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. As of June 30, 2023 and June 30, 2022, the Company has filed a tax return and therefore is subject to examination. The Company has elected a tax year-end of June 30.

Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified among the Company’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from US GAAP. As of June 30, 2023 and June 30, 2022, permanent differences primarily due to non-deductible expenses from investments in partnerships and non-deductible excise tax resulted in a net increase in distributable earnings (loss) by $79 and $304, respectively, and a net decrease in additional paid-in capital in excess of par by $79 and $304, respectively, on the Consolidated Statements of Assets and Liabilities. Total earnings and NAV were not affected.

The tax character of the distributions paid for the period from July 1, 2022 to June 30, 2023 and for the period from July 1, 2021 to June 30, 2022 was as follows:


	For the period from July 1, 2022 to June 30, 2023		For the period from July 1, 2021 to June 30, 2022
Ordinary income	$	114,465	$	109,636
Long-term capital gains	3,125		5,914
Tax return of capital	—		—

Income Tax Information and Distributions to Stockholders

As of June 30, 2023 and June 30, 2022, the components of accumulated earnings (deficit) on a tax basis were as follows:


	For the period from July 1, 2022 to June 30, 2023		For the period from July 1, 2021 to June 30, 2022
Undistributed ordinary income	$	48,453	$	26,240
Undistributed long-term capital gains	—		5,592
Other book/tax differences (1)	(28,667)		(27,627)
Capital loss carryforwards	(8,715)		—
Net unrealized appreciation (depreciation) on investments(2)	(75,542)		(46,604)
Net unrealized appreciation (depreciation) on non-investment assets and liabilities	5,814		9,531
Total accumulated earnings (deficit)	$	(58,657)	$	(32,868)

(1)Consists of dividends payable as well as the unamortized portion of organization costs as of June 30, 2023 and June 30, 2022.

(2)The difference between the book-basis and tax-basis unrealized appreciation (depreciation) on investments is attributable to the tax treatment of material modifications of debt instruments, and the tax treatment of investments in partnerships.

As of June 30, 2023 and June 30, 2022, the cost of investments for federal income tax purposes and gross unrealized appreciation and depreciation on investments were as follows:


	As of
	June 30, 2023		June 30, 2022
Cost of investments	$	2,006,984	$	2,033,294
Gross unrealized appreciation on investments	19,223		13,976
Gross unrealized depreciation on investments	(94,765)		(60,580)
Net unrealized appreciation (depreciation) on investments	$	(75,542)	$	(46,604)

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of June 30, 2023 and June 30, 2022, the Company had $8,715 and $0 of capital loss carryforwards, respectively, of which $0 and $0 were short-term capital loss carryforwards, respectively, and $8,715 and $0, were long-term capital loss carryforwards, respectively.

11. SUBSEQUENT EVENTS

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

On July 6, 2023, the Company issued 1,193,694 shares for an aggregate offering price of approximately $23,074.

Upon expiration of the Q2 2023 Tender Offer, the Company accepted for purchase 1,562,102 shares of common stock. See Note 7, Net Assets, to these unaudited consolidated financial statements for additional information regarding the share issuance and the Q2 2023 Tender Offer.

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

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

•the return or impact of current and future investments;

•the general economy and its impact on the industries in which we invest;

•the impact of any protracted decline in the liquidity of credit markets on our business;

•the impact of fluctuations in interest rates on our business, including from the discontinuation of LIBOR and the implementation of alternatives to LIBOR;

•the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

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

•the current inflationary environment, and its impact on our portfolio companies and on the industries in which we invest;

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

•our ability to recover unrealized losses;

•market conditions and our ability to access alternative debt markets and additional debt and equity capital;

•our contractual arrangements and relationships with third parties;

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

•uncertainty surrounding Russia’s military invasion of Ukraine and the impact of geopolitical tensions, such as between China and the United States;

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

•the speculative and illiquid nature of our investments;

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

•our expected financings and investments;

•our intention to conduct recurring quarterly tender offers for a limited number of shares of our common stock, subject to market and other conditions (the "Quarterly Tender Offer");

•the adequacy of our cash resources and working capital;

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

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

•the ability to consummate acquisitions;

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

•currency fluctuations and the adverse effect such fluctuations could have on the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

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

•the ability of The Carlyle Group Employee Co., L.L.C. to attract and retain highly talented professionals that can provide services to our Investment Adviser and Carlyle Global Credit Administration L.L.C. (the “Administrator”);

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

•our intent to satisfy the requirements of a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in Part I, Item 1A of our annual report for the year ended December 31, 2022 (our “2022 Form 10-K”).

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

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1 of this Form 10-Q “Financial Statements.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in "Risk Factors" in Part I, Item 1A of our 2022 Form 10-K. Our actual results could differ materially from those anticipated by such forward-looking statements due to factors discussed under “Risk Factors” in our 2022 Form 10-K and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.

Carlyle Credit Solutions, Inc., a Maryland corporation is a specialty finance company that is a closed-end, externally managed, non-diversified management investment company. We have elected to be regulated as a BDC under the Investment Company Act and have operated our business as a BDC since we began our investment activities. For U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Code. We were incorporated in February 2017. We conducted the Initial Private Offering and intend to conduct the New Continuous Offering of our shares of common stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. We have an indefinite term. Our principal executive offices are located at One Vanderbilt Avenue, Suite 3400, New York, New York 10017.

Our investment objective is to generate attractive risk adjusted returns and current income primarily through assembling a portfolio of senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. Our core investment strategy focuses on lending to U.S. middle market companies, which we define as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. We seek to achieve our investment objective primarily through direct origination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with a minority of our assets invested in investments that are typically higher yielding than Middle Market Senior Loans (which may include unsecured debt, mezzanine debt and investments in equities). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms.

We invest primarily in loans to middle market companies whose debt is rated below investment grade, or would likely be rated below investment grade if it was rated. These securities, which are often referred to as “junk,” have predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

We are externally managed by our Investment Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. Our Administrator provides the administrative services necessary for us to operate. Both our Investment Adviser and our Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of Carlyle. The Investment Committee is responsible for reviewing and approving our investment opportunities. The members of the Investment Committee include several of the most senior credit professionals within the Global Credit segment, with backgrounds and expertise across multiple asset classes with significant industry experience and tenure. As of June 30, 2023, our Investment Adviser’s investment team included a team of 211 investment professionals across the Carlyle Global Credit segment. The Investment Committee has delegated approval of certain amendments, follow-on investments with existing borrowers, investments below certain size thresholds (existing or new platforms), and other matters as determined by the Investment Committee to the Screening Committee. In addition, our Investment Adviser and its investment team are supported by a team of finance, operations and administrative professionals currently employed by Carlyle Employee Co., a wholly owned subsidiary of Carlyle. In conducting our investment activities, we believe that we benefit from the significant scale, relationships and resources of Carlyle, including our Investment Adviser and its affiliates.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

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

Revenue

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

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including management fees and incentive fees, to our Investment Adviser pursuant to the Amended and Restated Investment Advisory Agreement between us and our Investment Adviser; (ii) debt service and other costs of borrowings or other financing arrangements; (iii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and our Administrator (the “Administration Agreement”); and (iv) other operating expenses summarized below:

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

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

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

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

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

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

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

•transfer agent and custodial fees;

•commissions and other compensation payable to brokers or dealers;

•U.S. federal, state and local taxes;

•independent director fees and expenses;

•costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including federal and state registration and any applicable listing fees;

•the costs of any reports, proxy statements or other notices to our stockholders and the costs of any stockholders’ meetings;

•the costs of specialty and custom software for monitoring risk, compliance and overall portfolio;

•fidelity bond, liability insurance, and any other insurance premiums;

•indemnification payments;

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

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

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

PORTFOLIO AND INVESTMENT ACTIVITY

Below is a summary of certain characteristics of our investment portfolio as of June 30, 2023 and December 31, 2022.


	As of
	June 30, 2023		December 31, 2022
Number of investments	155		156
Number of portfolio companies	120		121
Number of industries	24		26

Percentage of total investment fair value:


First Lien Debt	82.8	%	84.0	%
Second Lien Debt	13.5	%	12.5	%
Total secured debt	96.3	%	96.5	%
Equity investments	3.7	%	3.5	%
Percentage of debt investment fair value:
Floating rate(1)	98.8	%	97.7	%
Fixed interest rate	1.2	%	2.3	%

(1)Primarily subject to interest rate floors.

Our investment activity for the three months ended June 30, 2023 and 2022 is presented below (information presented herein is at amortized cost unless otherwise indicated):


	Three months ended June 30,
	2023		2022
Investments:
Total investments, beginning of period	$	2,075,330	$	1,980,691
New investments purchased	29,742		167,351
Net accretion of discount on investments	2,498		2,680
Net realized gain (loss) on investments	1,206		(246)
Investments sold or repaid	(97,889)		(118,241)
Total Investments, end of period	$	2,010,887	$	2,032,235
Principal amount of investments funded:


First Lien Debt	$	30,719	$	169,963
Second Lien Debt	380		430
Equity Investments	1,298		900
Total funded	$	32,397	$	171,293
Principal amount of investments sold or repaid:


First Lien Debt	$	(96,439)	$	(114,239)
Second Lien Debt	—		(5,000)
Equity Investments(1)	(1,499)		(51)
Total sold or repaid	$	(97,938)	$	(119,290)
Number of new funded investments	4		11
Average amount of new funded debt investments	$	7,435	$	13,263

(1)Based on cost/proceeds of equity activity. The prior period has been conformed to the current presentation.

As of June 30, 2023 and December 31, 2022, investments consisted of the following:


	June 30, 2023				December 31, 2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value


First Lien Debt	$	1,679,778	$	1,598,581	$	1,802,253	$	1,755,773
Second Lien Debt	263,182		260,535		269,498		260,934
Equity Investments	67,927		72,327		68,033		74,164
Total	$	2,010,887	$	1,931,443	$	2,139,784	$	2,090,871

The weighted average yields(1) for our first lien debt, second lien debt and income producing investments based on the amortized cost and fair value as of June 30, 2023 and December 31, 2022, were as follows:


	June 30, 2023				December 31, 2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value


First Lien Debt Total	12.0	%	12.3	%	11.2	%	11.5	%
Second Lien Debt	13.5	%	13.7	%	12.7	%	13.1	%
First and Second Lien Debt Total	12.3	%	12.5	%	11.4	%	11.7	%
Total Debt and Income Producing Investments(2)	12.3%		12.6	%	11.5%		11.8	%

(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of June 30, 2023 and December 31, 2022. Weighted average yield on debt and income producing investments at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned, divided by (b) total fair value included in such securities. Weighted average yield on debt and income producing investments at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned, divided by (b) total amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above. Effective March 31, 2023, weighted average yields exclude investments placed on non-accrual status. Prior periods were conformed to the current presentation. Inclusive of all debt

and income producing investments and investments on non-accrual status, the weighted average yield on amortized cost was 11.9% and 11.4% as of June 30, 2023 and December 31, 2022, respectively.

(2)Income Producing Investments include income producing equity investments.

Total weighted average yields (which includes the effect of accretion of discount and amortization of premiums) of our total debt and income producing securities as measured on an amortized cost basis increased to 12.3% as of June 30, 2023 from 11.5% as of December 31, 2022, primarily due to the impact of rising benchmark interest rates.

As of June 30, 2023 and December 31, 2022, three and one of our debt investments were on non-accrual status, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of June 30, 2023 and December 31, 2022. The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of June 30, 2023 and December 31, 2022:


	June 30, 2023				December 31, 2022
	Fair Value		Percentage		Fair Value		Percentage
Performing	$	1,922,895	99.6	%	$	2,083,695	99.7	%
Non-accrual(1)	8,548		0.4	%	7,176		0.3	%
Total	$	1,931,443	100.0	%	$	2,090,871	100.0	%

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

See the Consolidated Schedules of Investments as of June 30, 2023 and December 31, 2022 in our consolidated financial statements in Part I, Item 1 of this Form 10-Q for more information on these investments, including a list of companies and type and amount of investments.

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

Internal Risk Ratings Definitions


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

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

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

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

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

Our Investment Adviser monitors and, when appropriate, changes the risk ratings assigned to each debt investment in our portfolio. Our Investment Adviser reviews our investment ratings in connection with our quarterly valuation process. The below table summarizes the Internal Risk Ratings as of June 30, 2023 and December 31, 2022.


	June 30, 2023				December 31, 2022
	Fair Value		% of Fair Value		Fair Value		% of Fair Value
(dollar amounts in millions)
Internal Risk Rating 1	$	57.7	3.1	%	$	85.0	4.2	%
Internal Risk Rating 2	1,510.3		81.2		1,678.8		83.2
Internal Risk Rating 3	282.6		15.2		245.7		12.2
Internal Risk Rating 4	8.5		0.5		7.2		0.4
Internal Risk Rating 5	—		—		—		—
Total	$	1,859.1	100.0	%	$	2,016.7	100.0	%

As of June 30, 2023 and December 31, 2022, the weighted average Internal Risk Rating of our debt investment portfolio was 2.1 and 2.1, respectively. As of June 30, 2023 and December 31, 2022, three and one of our debt investments, with an aggregate fair value of $8.5 million and $7.2 million, respectively, were assigned an Internal Risk Rating of 4.

See the Consolidated Schedules of Investments as of June 30, 2023 and December 31, 2022 in our consolidated financial statements in Part I, Item 1 of this Form 10-Q for more information on our investments, including a list of companies and type and amount of investments.

CONSOLIDATED RESULTS OF OPERATIONS

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

Net Investment Income

Net investment income for the three and six months ended June 30, 2023 and 2022 was as follows:


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Total investment income	$	61,676	$	43,235	$	123,501	$	88,081
Total expenses (including Excise tax)	27,207		16,657		53,786		33,527
Net investment income (loss)	$	34,469	$	26,578	$	69,715	$	54,554

The increase in net investment income for the three and six months ended June 30, 2023 from the comparable periods in 2022 was primarily driven by the changes discussed below.

Investment Income

Investment income for the three and six months ended June 30, 2023 and 2022 was as follows:


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Interest income	$	58,101	$	39,087	$	114,835	$	79,450
PIK income	2,874		2,502		5,647		5,048
Other income	701		1,646		3,019		3,583
Total investment income	$	61,676	$	43,235	$	123,501	$	88,081

The increase in investment income for the three and six months ended June 30, 2023 from the comparable periods in 2022 was primarily driven by higher weighted average interest rates. The amortized cost of our portfolio decreased to $2,010,887 as of June 30, 2023 from $2,032,235 as of June 30, 2022. As of June 30, 2023, the weighted average yield of our total debt and

income producing securities increased to 12.3% from 8.6% as of June 30, 2022, on amortized cost primarily due to higher benchmark rates.

Interest and PIK income on our first and second lien debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of June 30, 2023, three first lien debt investments were on non-accrual status. The fair value of the debt investments on non-accrual status was $8,548, which represents approximately 0.4% of total investments at fair value. The remaining first and second lien debt investments were performing and current on their interest payments. As of June 30, 2022, one first lien debt investment was on non-accrual status. The fair value of the debt investment on non-accrual status was $13,018, which represents approximately 0.7% of total investments at fair value. The remaining first and second lien debt investments were performing and current on their interest payments.

The decrease in other income for the three and six months ended June 30, 2023 from the comparable period in 2022 was primarily driven by lower amendment fees.

Expenses

Expenses for the three and six months ended June 30, 2023 and 2022 comprised the following:


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022


Management fees	$	2,709	$	3,027	$	5,456	$	5,827
Net investment income incentive fees	4,923		3,806		9,949		8,723

Professional fees	369		867		911		2,039
Administrative service fees	314		405		441		719
Interest expense and credit facility fees	18,104		7,961		35,388		14,863
Directors’ fees and expenses	68		107		146		202
Other general and administrative	422		484		1,094		1,154
Excise tax expense	298		—		401		—
Total expenses (including Excise tax)	$	27,207	$	16,657	$	53,786	$	33,527

Interest expense and credit facility fees for the three and six months ended June 30, 2023 and 2022 comprised the following:


	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Interest expense	$	17,350		$	7,238		$	33,834		$	13,436
Facility unused commitment fee	333			295			712			596
Amortization of deferred financing costs	421			428			842			831

Total interest expense and credit facility fees	$	18,104		$	7,961		$	35,388		$	14,863
Cash paid for interest expense and credit facility fees	$	16,961		$	6,878		$	32,380		$	13,453

Weighted average principal debt outstanding	$	932,488		$	898,944		$	942,360		$	911,039
Weighted average interest rate	7.36		%	3.19		%	7.14		%	2.93		%

The increase in interest expense for the three and six months ended June 30, 2023 from the comparable periods in 2022 was driven primarily by higher weighted average interest rates due to higher benchmark rates.

Below is a summary of the base management fees and incentive fees during the three and six months ended June 30, 2023 and 2022:


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Base management fees	$	2,709	$	3,027	$	5,456	$	5,827
Incentive fee on pre-incentive fee net investment income	4,923		3,806		9,949		8,723




Total base management fees and incentive fees	$	7,632	$	6,833	$	15,405	$	14,550

The decrease in base management fees for the three and six months ended June 30, 2023 from the comparable periods in 2022 was driven by a decrease in our net asset value. The increase in incentive fees for the three and six months ended June 30, 2023 from the comparable periods in 2022 was driven by higher pre-incentive fee net investment income.

The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. For the three and six months ended June 30, 2023 and 2022, the Company did not incur any capital gains incentive fees. See Note 4, Related Party Transactions, to the unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information on the incentive and management fees.

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

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

During the three months ended June 30, 2023, we recorded realized gain of approximately $1,206 on 5 investments and no realized losses and recorded unrealized appreciation on 92 investments totaling approximately $12,698 and unrealized depreciation on 61 investments of approximately $39,217. During the three months ended June 30, 2022, we recorded realized gain of approximately $721 on four investments and realized loss of approximately $967 on 2 investments and recorded unrealized appreciation on 26 investments totaling approximately $5,720 and unrealized depreciation on 106 investments of approximately $31,929.

During the six months ended June 30, 2023, we recorded realized gain of approximately $1,241 on 7 investments and realized loss of approximately $1,200 on 4 investments and recorded unrealized appreciation on 102 investments totaling approximately $30,944 and unrealized depreciation on 62 investments of approximately $61,475. During the six months ended June 30, 2022, we recorded realized gain of approximately $5,253 on 7 investments and realized loss of approximately $967 on 2 investments and recorded unrealized appreciation on 61 investments totaling approximately $10,901 and unrealized depreciation on 195 investments of approximately $55,554.

Net realized gain (loss) and net change in unrealized appreciation (depreciation) for the three and six months ended June 30, 2023 and 2022 were as follows:


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Net realized gain (loss) on investments	$	1,206	$	(246)	$	41	$	4,286
Net change in unrealized appreciation (depreciation) on investments(1)	(26,519)		(26,209)		(30,531)		(44,653)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	$	(25,313)	$	(26,455)	$	(30,490)	$	(40,367)
Net realized currency gain (loss) on non-investment assets and liabilities	13		1,113		(160)		(225)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	(1,381)		5,141		(2,474)		9,793
Net realized and unrealized gains (losses)	$	(26,681)	$	(20,201)	$	(33,124)	$	(30,799)

(1)For three and six months ended June 30, 2023, net change in unrealized appreciation (depreciation) on investments included 1,414 and 3,092 related to currency gains (losses), respectively. For three and six months ended June 30, 2022, net change in unrealized appreciation (depreciation) on investments included (6,533) and (9,427) related to currency gains (losses), respectively.

Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three and six months ended June 30, 2023 and 2022 were as follows:


	Three months ended June 30,								Six months ended June 30,
	2023				2022				2023				2022
	Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)
First Lien Debt	$	17	$	(27,629)	$	99	$	(15,479)	$	(902)	$	(34,717)	$	3,502	$	(31,313)
Second Lien Debt	—		2,744		(956)		(9,172)		(49)		5,917		(956)		(11,572)
Equity Investments	1,189		(1,634)		611		(1,558)		992		(1,731)		1,740		(1,768)
Total	$	1,206	$	(26,519)	$	(246)	$	(26,209)	$	41	$	(30,531)	$	4,286	$	(44,653)

Net change in unrealized depreciation in our investments for the three and six months ended June 30, 2023 was primarily driven by the performance of our investment in American Physician Partners. Net change in unrealized appreciation (depreciation) is also driven by changes in other inputs utilized under our valuation methodology, including, but not limited to, enterprise value multiples, borrower leverage multiples and borrower ratings, and the impact of exits.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

Credit Facilities

We entered into a senior secured revolving credit facility with a lender on October 3, 2017, as amended from time to time (the “Subscription Facility”). The Subscription Facility was terminated and repaid in full on October 3, 2022. The Company was able to borrow amounts in U.S. Dollars or certain other permitted currencies. Borrowings under the Subscription Facility accrued interest at LIBOR plus an applicable spread of 1.95% per year, subject to a 0.50% floor on LIBOR. The Company was also required to pay an undrawn commitment fee of 0.25% per year. Subject to certain exceptions, the Subscription Facility was secured by a first lien security interest in our equity investors’ unfunded capital commitments.

The SPV entered into a senior secured revolving credit facility with a lender on April 1, 2019 (the “SPV Credit Facility”), as amended from time to time. As of June 30, 2023, the maximum principal amount of the SPV Credit Facility was $700,000, and is subject to availability under the SPV Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV Credit Facility has a maturity date of April 1, 2026, with one one-year extension option, subject to the SPV's and the lender's consent. The SPV may borrow amounts in U.S. Dollars or certain other permitted currencies. Borrowings under the SPV Credit Facility bear interest initially at SOFR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.50% per year. The SPV also pays a fee of between 0.50% and 0.75% per year on undrawn amounts under the SPV Credit Facility. Payments under the SPV Credit Facility are made quarterly. The SPV Credit Facility is secured by a first lien security interest on substantially all of the assets of the SPV.

The SPV2 entered into a senior secured revolving credit facility with a lender on May 13, 2020 (the “SPV2 Credit Facility”, together with the Subscription Facility and SPV Credit Facility, the "Credit Facilities"), as amended from time to time. The SPV2 Credit Facility provides for secured borrowings during the applicable revolving period up to a principal amount of $550,000, subject to availability under the SPV2 Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV2 Credit Facility has a revolving period through March 7, 2025 and a maturity date of March 7, 2030. Borrowings under the SPV2 Credit Facility bear interest initially at SOFR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.40% per year, plus a term SOFR adjustment of 0.15% per year. Prior to the June 29, 2023 amendment, borrowings under the SPV2 Credit Facility bore interest at LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.40% per year. SPV2 is also required to pay an undrawn commitment fee of 0.25% per year. Payments under the SPV2 Credit Facility are made quarterly. The lenders have a security interest on substantially all of the assets of SPV2.

Although we believe that the SPV and SPV2 will remain in material compliance, there are no assurances that we, the SPV and SPV2 will continue to materially comply with the covenants in the respective Credit Facilities, as applicable. Failure to comply with these covenants could result in a default under the SPV Credit Facility and/or the SPV2 Credit Facility that, if we were unable to obtain a waiver from the applicable lenders, could result in the immediate acceleration of the amounts due under the respective facility, and thereby have a material adverse impact on our business, financial condition and results of operations. Moreover, to the extent that we cannot meet our financing obligations, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.

For more information on the Credit Facilities, see Note 5, Borrowings, to the unaudited consolidated financial statements in Part I, Item 1 of this Form 10-Q.

As of June 30, 2023 and December 31, 2022, the Company had $98,538 and $73,760, respectively, in cash and cash equivalents. The Secured Borrowings consisted of the following as of June 30, 2023 and December 31, 2022:


	June 30, 2023
	Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)

SPV Credit Facility	$	700,000	$	558,732	$	141,268	$	48,541
SPV2 Credit Facility	550,000		347,300		202,700		122,028
Total	$	1,250,000	$	906,032	$	343,968	$	170,569


	December 31, 2022
	Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)

SPV Credit Facility	$	700,000	$	622,104	$	77,896	$	39,299
SPV2 Credit Facility	550,000		360,300		189,700		99,200
Total	$	1,250,000	$	982,404	$	267,596	$	138,499

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

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

Equity Activity

Shares issued and outstanding as of June 30, 2023 and December 31, 2022 were 55,812,408 and 58,396,516, respectively.

The following table summarizes activity in the number of shares of our common stock outstanding during the six months ended June 30, 2023 and 2022:


	Six months ended June 30,
	2023	2022
Shares outstanding, beginning of period	58,396,516	57,005,057
Common stock issued	1,528,999	3,233,368
Dividends reinvested	48,587	—
Repurchase of common stock	(4,161,694)	—
Shares outstanding, end of period	55,812,408	60,238,425

On December 30, 2022, the Company commenced a Quarterly Tender Offer pursuant to which the Company offered to repurchase up to 2,117,816 shares, representing 3.5% of the number of shares of its common stock as of September 30, 2022. On January 30, 2023, the Quarterly Tender Offer expired and the Company accepted 2,117,816 shares for purchase, representing approximately 3.6% of the total number of shares outstanding as of December 31, 2022. The purchase price of the shares tendered was the Company’s net asset value as of December 31, 2022, or $19.72 per share. For more information on the Quarterly Tender Offers, see Note 7, Net Assets, to the unaudited consolidated financial statements in Part I, Item 1 of this Form 10-Q.

On June 30, 2023, the Company commenced a Quarterly Tender Offer pursuant to which the Company offered to repurchase up to 1,994,485 shares, representing 3.5% of the number of shares of its common stock outstanding as of March 31, 2023. On July 28, 2023, the Quarterly Tender Offer expired and the Company accepted 1,562,102 shares for purchase, representing approximately 2.8% of the total number of shares outstanding as of June 30, 2023. The purchase price of the shares tendered is the Company’s net asset value per share as of June 30, 2023, or $19.34 per share. In accordance with the terms of the Quarterly Tender Offer, a non-interest bearing, non-transferable and non-negotiable promissory note has been issued to the Company’s stockholders that participated in the tender offer, which is being held on the stockholders’ behalf, entitling the tendering stockholders to receive payment in an aggregate amount equal to the net asset value of the tendered shares as of June 30, 2023 less the 2% early repurchase fee applicable to shares that have not been outstanding for at least one year.

In August 2022 and December 2022, the Board of Directors of the Company approved the repurchase of 8,547 and 4,162 shares of the Company, which had been tendered by investors in the Quarterly Tender Offers. These shares were not repurchased in the Quarterly Tender Offer and instead were repurchased by the Company at a price per share of $19.80, or $170, and $19.87, or $83, respectively.

Dividends and Distributions to Stockholders

The following table summarizes our dividends declared during the two most recent fiscal years and the current fiscal year to date:

Date Declared

Record Date

Payment Date

Per Share Amount

March 30, 2021

April 16, 2021

0.48

June 29, 2021

July 16, 2021

0.48

September 29, 2021

October 15, 2021

0.49

December 20, 2021

December 30, 2021

January 18, 2022

0.48

March 25, 2022

April 18, 2022

0.60

(1)

June 15, 2022

July 19, 2022

0.48

September 14, 2022

October 19, 2022

0.51

December 21, 2022

January 20, 2023

0.52

(1)

March 22, 2023

April 20, 2023

0.51

June 21, 2023

July 21, 2023

0.51

(1)Includes a capital gain distribution of $0.103745 per share for the April 18, 2022 dividend payment and $0.053510 per share for the January 20, 2023 dividend payment.

OFF BALANCE SHEET ARRANGEMENTS

In the ordinary course of our business, we enter into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in these unaudited consolidated financial statements as of June 30, 2023 and December 31, 2022 included in Part I, Item 1 of this Form 10-Q for any such exposure.

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

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


	Par / Principal Amount as of
	June 30, 2023		December 31, 2022
Unfunded delayed draw commitments	$	84,715	$	79,647
Unfunded revolving commitments	71,685		79,427
Total unfunded commitments	$	156,400	$	159,074

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our unaudited consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and judgments are based on historical information, information currently available to us and on various other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition. We believe the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our unaudited consolidated financial statements and should be read in conjunction with our unaudited consolidated financial statements and related note in Part I, Item 1 of this Form 10-Q and in Part II, Item 8 of the Company’s annual report on Form 10-K for the year ended December 31, 2022.

Fair Value Measurements

The Company applies fair value accounting in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell

an asset or transfer a liability in an orderly transfer between market participants at the measurement date. Effective September 8, 2022, the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act, determines in good faith the fair value of the Company’s investment portfolio for which market quotations are not readily available. The Investment Adviser values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Investment Adviser may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Investment Adviser determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Investment Adviser may use the quote obtained or alternative pricing sources may be utilized, including valuation techniques typically utilized for illiquid securities/instruments.

All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:

•the nature and realizable value of any collateral;

•call features, put features and other relevant terms of debt;

•the portfolio company’s leverage and ability to make payments;

•the portfolio company’s public or private credit rating;

•the portfolio company’s actual and expected earnings and discounted cash flow;

•prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;

•the markets in which the portfolio company does business and recent economic and/or market events; and

•comparisons to comparable transactions and publicly traded securities.

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

Investments

Revenue Recognition

Non-Accrual Income

Income Taxes

The Company evaluates tax positions taken or expected to be taken in the course of preparing its unaudited consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.

The SPVs are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Valuation Risk

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

Interest Rate Risk

As of June 30, 2023, on a fair value basis, approximately 1.2% of our debt investments bear interest at a fixed rate and approximately 98.8% of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. Interest rates on the investments held within our portfolio of investments are typically based on floating LIBOR or SOFR, with many of these investments also having a reference rate floor. Additionally, our Credit Facilities are subject to floating interest rates and are typically paid based on floating LIBOR or SOFR rates.

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

The following table estimates the potential changes in net cash flow generated from interest income, should interest rates increase or decrease by 100, 200 or 300 basis points. Interest income is calculated as revenue from interest generated from our settled portfolio of debt investments held as of June 30, 2023. These hypothetical interest income calculations are based on a model of the settled debt investments in our portfolio, held as of June 30, 2023, and are only adjusted for assumed changes in the underlying base interest rates and the impact of that change on interest income. Interest expense is calculated based on outstanding secured borrowings as of June 30, 2023 and based on the terms of our Credit Facilities. Interest expense on our Credit Facilities is calculated using the interest rate as of June 30, 2023, adjusted for the hypothetical changes in rates, as shown below. We intend to continue to finance a portion of our investments with borrowings and the interest rates paid on our borrowings may impact significantly our net interest income.

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

Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2023, the following table shows the annual impact on net investment income of base rate changes in interest rates for our settled debt investments (considering interest rate floors for variable rate instruments) and outstanding secured borrowings assuming no changes in our investment and borrowing structure:


	June 30, 2023
Basis Point Change	Interest Income		Interest Expense		Net Investment Income
Up 300 basis points	$	56,954	$	(27,181)	$	29,773
Up 200 basis points	$	37,969	$	(18,121)	$	19,848
Up 100 basis points	$	18,985	$	(9,060)	$	9,925
Down 100 basis points	$	(18,985)	$	9,060	$	(9,925)
Down 200 basis points	$	(37,969)	$	18,121	$	(19,848)
Down 300 basis points	$	(56,954)	$	27,181	$	(29,773)

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also Note 9, Litigation, to the unaudited consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors.

In addition to the other information set forth within this Form 10-Q, consideration should be given to the information disclosed in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2022.

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

Except as previously reported by the Company on a Current Report on Form 8-K, we did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.

Share Repurchases

In the second quarter of 2022, we commenced a quarterly liquidity program pursuant to which we expect to conduct quarterly tender offers (the “Quarterly Tender Offer”) to repurchase up to 3.5% of the number of shares of our common stock outstanding as of the end of the calendar quarter immediately prior to the quarter in which the Quarterly Tender Offer is conducted, at a per share price based on the net asset value per share as of the last day of the quarter in which the Quarterly Tender Offer is conducted. However, the Board of Directors has the discretion to determine whether or not we will purchase common stock from stockholders, and we are not required to conduct tender offers on a quarterly basis or at all. If during any consecutive 24-month period, we do not engage in a quarterly tender offer in which we accept for purchase 100% of properly tendered shares (a “Qualifying Tender”), we will not make commitments for new portfolio investments (excluding short-term cash management investments under 30 days in duration) and will reserve available assets to satisfy future tender requests until a Qualifying Tender occurs, subject to our continuing to use available funds and liquidity for certain purposes.

During the three months ended June 30, 2023, upon completion of our tender offer that commenced March 31, 2023, we repurchased 2,043,878 shares for a purchase price of $19.71 per share, or approximately $40.3 million in aggregate.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the three months ended June 30, 2023, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits.


3.1						Certificate of Correction, Incorporated by reference to the Company’s Form 8-K filed by the Company on July 7, 2023 (File No. 814-01248).

10.1						Fifth Amendment to the Loan and Servicing Agreement, dated as of June 29, 2023, among Carlyle Credit Solutions SPV 2 LLC, as borrower, the lenders from time to time party thereto, and U.S. Bank National Association as administrative agent.*†

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

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

32.1						Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2						Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*

101.SCH						Inline XBRL Taxonomy Extension Schema Document*

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)*

* Filed herewith

† Information in this exhibit (indicated by brackets) has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

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


	CARLYLE CREDIT SOLUTIONS, INC.

Dated: August 10, 2023	By	/s/ Thomas M. Hennigan
		Thomas M. Hennigan Chief Financial Officer (principal financial officer)

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TCG BDC II 10-Q2023 Q2 Quarterly report

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