UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT
OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-23333
Cliffwater Corporate Lending Fund
(Exact name of registrant as specified in charter)
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Registrant’s telephone number, including area code: (414) 299-2000
Terrance P. Gallagher
235 West Galena Street
Milwaukee, WI 53212
(Name and address of agent for service)
Date of fiscal year end: December 31
Date of reporting period: June 30, 2021
| Item 1. | Report to Shareholders |
CLIFFWATER CORPORATE LENDING FUND
![](https://capedge.com/proxy/N-CSRS/0001398344-21-018553/fp0068022_i.jpg)
Semi-Annual Report
For the Period Ended June 30, 2021
(Unaudited)
Cliffwater Corporate Lending Fund
Table of Contents
For the Period Ended June 30, 2021 (Unaudited)
| |
Letter to Shareholders | 2-3 |
Consolidated Schedule of Investments | 4-25 |
Consolidated Schedule of Forward Foreign Currency Exchange Contracts | 26 |
Consolidated Summary of Investments | 27 |
Consolidated Statement of Assets and Liabilities | 28 |
Consolidated Statement of Operations | 29 |
Consolidated Statements of Changes in Net Assets | 30 |
Consolidated Statement of Cash Flows | 31-32 |
Consolidated Financial Highlights | 33-34 |
Notes to Consolidated Financial Statements | 35-61 |
Other Information | 62-72 |
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Fund’s risks, objectives, fees and expenses, experience of its management and other information.
www.cliffwaterfunds.com
1
Cliffwater Corporate Lending Fund
Letter to Shareholders
June 30, 2021 (Unaudited)
To our shareholders:
We recently completed our second full year of operations and want to thank you for the trust you have placed in us.
Performance has been consistently strong relative to our objective. The fund produced a net 8.42% return from its June 5, 2019 inception through June 30, 2021. This compares to a 4.54% return for the S&P/LSTA Leveraged Loan Index. The fund also reported relatively consistent monthly returns. Its annualized standard deviation* measures 2.61% for the same period compared to 10.16% for the S&P/LSTA Leveraged Loan Index.
The fund experienced strong investor inflows over trailing year, with net-asset-value growing from $339 million on June 30, 2020 to $2.2 billion at June 30, 2021. In March 2020, the fund put in place a term credit facility from Mass Mutual that we believe allows it to improve yield through borrowings and better manage interim cash flows. We continue to be pleased our Mass Mutual relationship, which has grown with the fund over time.
We remain confident in the fund’s continued performance despite an economic environment that remains uncertain due to Covid-19. The fund’s 7.2% net current yield remains attractive compared to most investment grade debt that yields less than 3%.
We again sincerely thank you for your support.
Regards,
Stephen L. Nesbitt
Chief Investment Officer
Cliffwater LLC
* | Standard deviation is a measure of how much an investment’s returns can vary from its average return. It is a measure of volatility and, in turn, risk. Finding out the standard deviation as a measure of risk can show investors the historical volatility of investments. The higher the standard deviation, the more volatile or risky an investment may be. |
The performance data shown represents past performance which does not guarantee future results. It is net of all fees. Current performance may be lower or higher than the performance quoted. All performance shown assumes reinvestment of dividends. Although effective on March 6, 2019, the Fund first began investing in accordance with its investment objectives on June 5, 2019 (inception date).
2
Cliffwater Corporate Lending Fund
Letter to Shareholders
June 30, 2021 (Unaudited) (Continued)
Important Disclosures
The Fund’s investment program is speculative and entails substantial risks. There can be no assurance that the Fund’s investment objectives will be achieved or that its investment program will be successful. Investors should consider the Fund as a supplement to an overall investment program and should invest only if they are willing to undertake the risks involved. Investors could lose some or all of their investment.
Shares are an illiquid investment.
We do not intend to list the Fund’s shares (“Shares”) on any securities exchange and we do not expect a secondary market in the Shares to develop.
You should generally not expect to be able to sell your Shares (other than through the limited repurchase process), regardless of how we perform.
Although we are required to implement a Share repurchase program, only a limited number of Shares will be eligible for repurchase by us.
You should consider that you may not have access to the money you invest for an indefinite period of time.
An investment in the Shares is not suitable for you if you have foreseeable need to access the money you invest.
Because you will be unable to sell your Shares or have them repurchased immediately, you will find it difficult to reduce your exposure on a timely basis during a market downturn.
The Fund is a non-diversified management investment company and may be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Cybersecurity risks have significantly increased in recent years and the Fund could suffer such losses in the future. One of the fundamental risks associated with the Fund’s investments is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due. Other risk factors include interest rate risk (a rise in interest rates causes a decline in the value of debt securities) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). Pandemic Risk. COVID-19 has caused volatility, severe market dislocations and liquidity constraints in many markets, including securities the Fund holds, and may adversely affect the Fund’s investments and operations.
A credit facility is a type of loan made in a business or corporate finance context. It allows the borrowing business to take out money over an extended period of time rather than reapplying for a loan each time it needs money.
3
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS — 74.2% | | | | |
| | | | COMMUNICATIONS — 2.3% | | | | |
| $ | 2,970,000 | | 1236904 B.C. Ltd. First Lien Term Loan, 5.604% (1-Month USD Libor+550 basis points), 3/4/20271,2,3,4 | | $ | 2,970,000 | |
| | | | CM Acquisitions Holdings Inc. | | | | |
| | 302,702 | | Delayed Draw, 5.750% (3-Month EUR Libor+450 basis points), 5/6/20252,3,4 | | | 302,096 | |
| | 823,383 | | Incremental Term Loan, 5.750% (3-Month EUR Libor+475 basis points), 5/6/20252,3,4 | | | 821,737 | |
| | 2,641,017 | | First Lien Term Loan, 5.750% (3-Month EUR Libor+475 basis points), 5/6/20252,3,4 | | | 2,635,735 | |
| £ | 1,772,638 | | CSL DualCom Ltd First Lien Term Loan, 5.500% (6-Month GBP Libor+550 basis points), 9/25/20272,3,4,9 | | | 2,432,504 | |
| | 9,900,000 | | HPS Telecommunications Senior Secured Loan First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 5/30/20252,3,4,5 | | | 9,839,990 | |
| | 15,000,000 | | KeyImpact Holdings, Inc. First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 6/21/20263,4 | | | 14,850,000 | |
| | 2,000,000 | | Lifesize Second Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 3/2/20263,4 | | | 1,970,000 | |
| | | | MBS Holdings, Inc. | | | | |
| | 1,271,186 | | Revolver, 0.500%, 4/6/20272,4,6 | | | 1,258,475 | |
| | 13,728,814 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 4/6/20272,3,4 | | | 13,591,525 | |
| | | | | | | 50,672,062 | |
| | | | CONSUMER DISCRETIONARY — 9.4% | | | | |
| | | | Apex Service Partners | | | | |
| | 435,189 | | Delayed Draw, 1.000%, 7/31/20252,4,6 | | | 428,705 | |
| | 2,067,141 | | Delayed Draw, 6.500% (3-Month USD Libor+550 basis points), 7/31/20252,3,4,6 | | | 2,036,341 | |
| | 9,447,754 | | First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 7/31/20252,3,4 | | | 9,306,982 | |
| | | | Archimede | | | | |
| € | 1,500,000 | | Delayed Draw, 6.000% (3-Month EUR Libor+600 basis points), 10/27/20272,3,4,9 | | | 1,774,959 | |
| € | 2,500,000 | | First Lien Term Loan, 6.000% (3-Month EUR Libor+600 basis points), 10/27/20272,3,4,9 | | | 2,958,264 | |
| | | | Bendon | | | | |
| | 1,800,000 | | Revolver, 0.750%, 12/11/20252,4,6 | | | 1,782,000 | |
| | 13,035,000 | | First Lien Term Loan, 7.000% (3-Month USD Libor+650 basis points), 12/11/20252,3,4 | | | 12,904,650 | |
| | 451,446 | | Cambium Learning Group, Inc. First Lien Term Loan, 5.250% (3-Month USD Libor+450 basis points), 12/18/20251,2,3 | | | 454,550 | |
| | 2,999,531 | | CHOPT Creative Salad Company First Lien Term Loan, 8.750% (1-Month USD Libor+640 basis points), 1/22/20243,4,5 | | | 2,972,536 | |
| | | | Classic Collision | | | | |
| | 18,617,021 | | Delayed Draw, 1.000%, 1/14/20264,6 | | | 18,430,851 | |
| | 1,382,979 | | Revolver, 0.500%, 1/14/20264,6 | | | 1,355,319 | |
| | 7,960,000 | | Discovery Education, Inc. First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 10/30/20262,3,4 | | | 7,960,000 | |
See accompanying Notes to Consolidated Financial Statements.
4
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | CONSUMER DISCRETIONARY (Continued) | | | | |
| $ | 18,000,000 | | Empire Resorts Second Lien Term Loan, 10.603% (3-Month USD Libor+1050 basis points), 3/19/20223,4,5 | | $ | 17,463,553 | |
| | 12,000,000 | | Evergreen Acqco 1 LP First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 3/26/20281,2,3 | | | 12,140,040 | |
| | | | Fleetwash, Inc. | | | | |
| | 224,947 | | Delayed Draw, 1.000%, 10/1/20242,4,6 | | | 224,384 | |
| | 272,288 | | Delayed Draw, 5.750% (3-Month USD Libor+475 basis points), 10/1/20242,3,4,6 | | | 271,608 | |
| | 979,912 | | Guidehouse LLP First Lien Term Loan, 4.646% (1-Month USD Libor+450 basis points), 5/1/20251,2,3,4 | | | 983,410 | |
| | | | HPS Consumer Senior Secured Loan | | | | |
| | 4,719,196 | | First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 11/18/20222,3,4,5 | | | 4,813,580 | |
| | 5,025,582 | | First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 6/27/20252,3,4,5 | | | 4,780,226 | |
| | 15,000,000 | | HS Parent, Inc. First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 4/10/20263,4 | | | 14,850,000 | |
| | 985,499 | | Huskies Parent, Inc. First Lien Term Loan, 4.104% (3-Month USD Libor+400 basis points), 8/1/20261,2,3,4 | | | 987,810 | |
| | 979,849 | | KC Culinarte Intermediate LLC First Lien Term Loan, 4.750% (3-Month USD Libor+375 basis points), 8/24/20251,2,3,4 | | | 965,151 | |
| | | | Len the Plumber, LLC | | | | |
| | 5,175,821 | | Delayed Draw, 1.000%, 2/17/20262,4,6 | | | 5,142,783 | |
| | 1,978,991 | | Delayed Draw, 5.750% (3-Month USD Libor+475 basis points), 2/17/20262,3,4,6 | | | 1,966,359 | |
| | 7,845,188 | | First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 2/17/20262,3,4 | | | 7,766,736 | |
| | 8,955,000 | | MAG DS Corp. First Lien Term Loan, 6.500% (1-Month USD Libor+525 basis points), 4/1/20271,2,3,4 | | | 8,889,629 | |
| | | | NL1 ACQUIRECO | | | | |
| | CAD 988,553 | | Revolver, 0.500%, 5/26/20264,6,9 | | | 785,515 | |
| | CAD 341,447 | | Revolver, 6.500% (3-Month USD Libor+550 basis points), 5/26/20263,4,6,9 | | | 271,318 | |
| | CAD 3,612,143 | | Delayed Draw, 1.000%, 5/26/20284,6,9 | | | 2,892,104 | |
| | CAD 277,857 | | Delayed Draw, 6.500% (3-Month USD Libor+550 basis points), 5/26/20283,4,6,9 | | | 222,469 | |
| | CAD 9,780,000 | | First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 5/26/20283,4,9 | | | 7,771,297 | |
| | 1,826,531 | | Oak Parent, Inc. First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 7/9/20241,2,3,4 | | | 1,770,593 | |
| | | | Obagi Cosmeceuticals | | | | |
| | 2,500,000 | | Revolver, 0.500%, 3/16/20264,6 | | | 2,450,000 | |
| | 1,500,000 | | Revolver, 8.500% (3-Month USD Libor+750 basis points), 3/16/20263,4,6 | | | 1,470,000 | |
| | 10,972,500 | | First Lien Term Loan, 8.500% (3-Month USD Libor+750 basis points), 3/16/20263,4 | | | 10,753,050 | |
| | | | Pool & Electrical Products, LLC | | | | |
| | 2,535,879 | | Revolver, 0.500%, 10/28/20262,4,6 | | | 2,510,520 | |
| | 3,090,065 | | Delayed Draw, 6.500% (3-Month USD Libor+550 basis points), 10/28/20262,3,4 | | | 3,059,164 | |
| | 4,289,439 | | First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 10/28/20262,3,4 | | | 4,246,545 | |
| | 966,133 | | Pre-Paid Legal Services, Inc. First Lien Term Loan, 3.354% (3-Month USD Libor+325 basis points), 5/1/20251,2,3 | | | 960,577 | |
See accompanying Notes to Consolidated Financial Statements.
5
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | CONSUMER DISCRETIONARY (Continued) | | | | |
| $ | 1,974,937 | | RCS Consumer Discretionary Senior Secured Loan First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 6/6/20252,3,4,5 | | $ | 1,920,627 | |
| | | | Regent Holding Company, LLC | | | | |
| | 2,018,797 | | Revolver, 0.500%, 2/25/20262,4,6 | | | 1,983,468 | |
| | 800,752 | | Revolver, 8.750% (1-Week USD Libor+775 basis points), 2/25/20262,3,4,6 | | | 786,739 | |
| | 977,387 | | Spring Education Group, Inc. First Lien Term Loan, 4.470% (3-Month USD Libor+425 basis points), 7/30/20251,2,3,4 | | | 945,011 | |
| | 10,000,000 | | Twin Brook Consumer Discretionary Senior Secured Loan First Lien Term Loan, 7.500% (3-Month USD Libor+600 basis points), 4/20/20262,3,4,5 | | | 9,850,000 | |
| | 8,000,000 | | Woof Holdings, Inc. Second Lien Term Loan, 8.000% (1-Month USD Libor+725 basis points), 12/21/20281,3,4 | | | 7,953,600 | |
| | | | | | | 206,213,023 | |
| | | | CONSUMER STAPLES — 3.1% | | | | |
| | | | BCPE North Star US Holdings Co. | | | | |
| | 2,210,526 | | Delayed Draw, 1.000%, 6/10/20284,6 | | | 2,210,526 | |
| | 11,789,474 | | First Lien Term Loan, 4.750% (1-Month USD Libor+400 basis points), 6/10/20283,4 | | | 11,701,053 | |
| | 3,650,305 | | C.P. Converters, Inc. First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 6/18/20232,3,4 | | | 3,650,305 | |
| | 14,000,000 | | Cardenas Markets First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 6/3/20273,4 | | | 13,720,000 | |
| | 4,962,216 | | Easy Ice, LLC First Lien Term Loan, 4.703% (3-Month USD Libor+450 basis points), 12/31/20242,3,4 | | | 4,925,000 | |
| | 1,226,752 | | Hoffmaster Group, Inc. First Lien Term Loan, 5.000% (3-Month USD Libor+400 basis points), 11/23/20231,2,3,4 | | | 1,186,422 | |
| | 9,415,128 | | HPS Consumer Staples Senior Secured Loan First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 9/1/20262,3,4,5 | | | 9,477,481 | |
| | | | JTM Foods, LLC | | | | |
| | 1,158,366 | | Delayed Draw, 1.000%, 5/14/20272,4,6 | | | 1,152,574 | |
| | 223,839 | | Revolver, 5.750% (3-Month USD Libor+475 basis points), 5/14/20272,3,4,6 | | | 221,600 | |
| | 7,722,440 | | First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 5/14/20272,3,4 | | | 7,645,215 | |
| | 895,355 | | Revolver, Unfunded, 0.500%, 5/14/20272,4,6 | | | 886,402 | |
| | 3,753,999 | | JUUL Labs, Inc. First Lien Term Loan, 9.500% (3-Month USD Libor+800 basis points), 8/2/20233,4 | | | 3,727,721 | |
| | | | Purfoods, LLC | | | | |
| | 1,500,000 | | Delayed Draw, 7.000% (3-Month USD Libor+625 basis points), 8/12/20262,4,6 | | | 1,485,000 | |
| | 4,466,250 | | First Lien Term Loan, 7.000% (3-Month USD Libor+625 basis points), 8/12/20262,3,4 | | | 4,421,588 | |
| | 1,500,000 | | Delayed Draw, Unfunded, 1.000%, 8/12/20262,4,6 | | | 1,485,000 | |
| | | | | | | 67,895,887 | |
See accompanying Notes to Consolidated Financial Statements.
6
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | ENERGY — 0.0% | | | | |
| $ | 491,250 | | Kamc Holdings, Inc. First Lien Term Loan, 4.233% (3-Month USD Libor+400 basis points), 8/14/20261,2,3,4 | | $ | 478,969 | |
| | | | | | | | |
| | | | FINANCIALS — 5.0% | | | | |
| £ | 10,791,367 | | Apus Bidco Limited First Lien Term Loan, 5.590% (3-Month GBP Libor+550 basis points), 2/9/20282,3,4,9 | | | 14,517,367 | |
| | | | CC SAG Acquisition Corp. | | | | |
| | 699,301 | | Revolver, 0.500%, 6/29/20274,6 | | | 688,811 | |
| | 3,496,504 | | Delayed Draw, 1.000%, 6/29/20284,6 | | | 3,470,280 | |
| | 1,748,252 | | Delayed Draw, 1.000%, 6/29/20284,6 | | | 1,735,140 | |
| | 19,055,944 | | First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 6/29/20283,4 | | | 18,770,105 | |
| € | 627,356 | | Dreamstart BidCo First Lien Term Loan, 5.500% (6-Month EUR Libor+450 basis points), 3/30/20272,3,4,9 | | | 731,940 | |
| | 9,000,000 | | Exegy, Inc. First Lien Term Loan, 7.000% (6-Month USD Libor+600 basis points), 5/17/20262,3,4 | | | 8,865,000 | |
| | | | Helibron Midco B.V. | | | | |
| € | 322,466 | | First Lien Term Loan, 5.250% (3-Month EUR Libor+525 basis points), 9/17/20262,3,4,9 | | | 372,017 | |
| € | 859,908 | | First Lien Term Loan, 5.250% (3-Month EUR Libor+525 basis points), 9/18/20262,3,4,9 | | | 992,044 | |
| | | | HPS Financials Senior Secured Loan | | | | |
| | 4,298,722 | | First Lien Term Loan, 10.000% (3-Month USD Libor+725 basis points), 6/29/20232,3,4,5 | | | 3,999,545 | |
| € | 3,570,450 | | First Lien Term Loan, 5.750% (3-Month EUR Libor+575 basis points), 8/3/20252,3,4,5,9 | | | 4,233,401 | |
| £ | 4,517,888 | | First Lien Term Loan, 5.819% (3-Month USD Libor+575 basis points), 8/3/20252,3,4,5,9 | | | 6,249,672 | |
| | 9,950,000 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 10/2/20252,3,4,5 | | | 9,725,771 | |
| | | | Keystone Agency | | | | |
| | 9,039,474 | | Delayed Draw, 1.000%, 5/3/20274,6 | | | 8,949,079 | |
| | 5,960,526 | | First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 5/3/20273,4 | | | 5,900,921 | |
| | 1,079,492 | | Kwor Acquisition, Inc. First Lien Term Loan, 4.115% (1-Month USD Libor+400 basis points), 6/3/20261,2,3,4 | | | 1,079,492 | |
| | 12,028,196 | | Regent Holding Company, LLC First Lien Term Loan, 8.750% (1-Month USD Libor+775 basis points), 2/25/20261,2,3,4,7,8 | | | 11,817,702 | |
| | | | Riveron Acquisition Holdings, Inc. | | | | |
| | 4,572,962 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 5/22/20252,3,4 | | | 4,618,691 | |
| | 871,005 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 5/22/20252,3,4 | | | 879,715 | |
| | 1,500,000 | | StarCompliance First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 1/12/20273,4 | | | 1,477,500 | |
| | | | | | | 109,074,193 | |
| | | | GOVERNMENTS — 1.2% | | | | |
| | | | GOVDELIVERY Holdings, LLC | | | | |
| | 536,402 | | Revolver, 0.500%, 1/29/20274,6 | | | 537,099 | |
| | 8,657,069 | | Delayed Draw, 1.000%, 1/29/20274,6 | | | 8,725,902 | |
See accompanying Notes to Consolidated Financial Statements.
7
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | GOVERNMENTS (Continued) | | | | |
| $ | 5,894,248 | | First Lien Term Loan, 7.250% (3-Month USD Libor+650 basis points), 1/29/20273,4 | | $ | 5,901,911 | |
| | | | LOC Performance Products | | | | |
| | 1,875,000 | | Revolver, 0.500%, 12/30/20264,6 | | | 1,846,875 | |
| | 10,571,875 | | First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/30/20262,3,4 | | | 10,413,297 | |
| | | | | | | 27,425,084 | |
| | | | HEALTH CARE — 15.4% | | | | |
| | | | Advanced Dermatology and Cosmetic Surgery | | | | |
| | 2,892,562 | | Delayed Draw, 1.000%, 5/7/20272,4,6 | | | 2,863,636 | |
| | 11,107,438 | | First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 5/7/20272,3,4 | | | 10,885,289 | |
| | 12,000,000 | | American Renal Associates Holdings, Inc. First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 1/29/20272,3,4,5 | | | 11,708,900 | |
| | 7,940,000 | | Angel Medflight First Lien Term Loan, 8.000% (3-Month USD Libor+700 basis points), 10/12/20252,3,4 | | | 7,805,020 | |
| | | | Barracuda Dental LLC | | | | |
| | 2,981,035 | | Delayed Draw, 8.000% (3-Month USD Libor+700 basis points), 6/30/20223,4 | | | 2,962,837 | |
| | 781,609 | | Revolver, 0.500%, 10/23/20254,6 | | | 768,991 | |
| | 919,540 | | Delayed Draw, 0.500%, 10/23/20254,6 | | | 908,046 | |
| | 137,931 | | Revolver, 8.000% (3-Month USD Libor+700 basis points), 10/23/20253,4,6 | | | 135,704 | |
| | 6,978,736 | | First Lien Term Loan, 8.000% (3-Month USD Libor+700 basis points), 10/23/20253,4 | | | 6,866,072 | |
| | | | Bearcat Buyer, Inc. | | | | |
| | 251,945 | | Delayed Draw, 5.250% (3-Month USD Libor+425 basis points), 7/9/20242,3,4 | | | 251,945 | |
| | 732,290 | | First Lien Term Loan, 5.250% (3-Month USD Libor+425 basis points), 7/9/20242,3,4 | | | 732,290 | |
| | 1,960,000 | | Confluent Health LLC First Lien Term Loan, 5.093% (3-Month USD Libor+500 basis points), 6/24/20261,2,3,4 | | | 1,977,150 | |
| | | | Connect America.com, LLC | | | | |
| | 672,304 | | Revolver, 0.500%, 6/30/20264,6 | | | 658,858 | |
| | 7,327,696 | | First Lien Term Loan, 8.000% (1-Month USD Libor+700 basis points), 6/30/20263,4 | | | 7,181,142 | |
| | | | CORA Health Holdings Corp. | | | | |
| | 5,401,846 | | Delayed Draw, 1.000%, 6/15/20274,6 | | | 5,374,837 | |
| | 769,231 | | Revolver, 0.500%, 6/15/20274,6 | | | 761,538 | |
| | 13,828,923 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 6/15/20273,4 | | | 13,690,634 | |
| | | | D4C Dental Brands, Inc. | | | | |
| | 714,286 | | Revolver, 0.500%, 12/30/20262,4,6 | | | 700,902 | |
| | 251,220 | | Delayed Draw, 1.000%, 12/30/20262,4,6 | | | 247,928 | |
| | 2,420,837 | | Delayed Draw, 7.500% (3-Month USD Libor+650 basis points), 12/30/20262,3,4,6 | | | 2,389,120 | |
| | 6,574,107 | | First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 12/30/20262,3,4 | | | 6,450,929 | |
| | | | DCA Holdings LLC | | | | |
| | 3,954,802 | | Delayed Draw, 1.000%, 3/12/20272,4,5,6 | | | 3,925,141 | |
| | 16,045,198 | | First Lien Term Loan, 7.250% (3-Month USD Libor+650 basis points), 3/12/20272,3,4 | | | 16,004,520 | |
See accompanying Notes to Consolidated Financial Statements.
8
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
| | | | HPS Healthcare Senior Secured Loan | | | | |
| $ | 9,910,286 | | First Lien Term Loan, 6.250% (3-Month USD Libor+575 basis points), 6/27/20242,3,4,5 | | $ | 9,933,505 | |
| | 9,900,000 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 7/2/20252,3,4,5 | | | 9,822,198 | |
| £ | 7,523,888 | | HPS Technology Senior Secured Loans First Lien Term Loan, 6.250% (6-Month GBP Libor+625 basis points), 9/15/20272,3,4,5,9 | | | 10,167,780 | |
| | | | Integrated Oncology Network, LLC | | | | |
| | 83,957 | | Revolver, 0.500%, 6/24/20242,4,6 | | | 82,907 | |
| | 4,074,089 | | First Lien Term Loan, 7.000% (3-Month USD Libor+550 basis points), 6/24/20242,3,4 | | | 4,023,163 | |
| | 1,286,029 | | INW Manufacturing First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 3/25/20283 | | | 1,260,309 | |
| | | | Marquee Dental | | | | |
| | 1,481,657 | | Delayed Draw, 1.000%, 8/30/20244,5,6 | | | 1,447,691 | |
| | 1,373,571 | | Delayed Draw, 11.500% (3-Month USD Libor+1,000 basis points), 8/30/20243,4,5,6 | | | 1,342,083 | |
| | 5,257,024 | | First Lien Term Loan, 11.500% (3-Month USD Libor+1,000 basis points), 8/30/20243,4,5 | | | 5,109,828 | |
| | | | MedData | | | | |
| | 8,600,165 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 10/31/20262,3,4 | | | 8,514,163 | |
| | 1,202,820 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 10/31/20262,3,4 | | | 1,190,792 | |
| | | | MedMark Services | | | | |
| | 2,000,000 | | Delayed Draw, 1.000%, 6/11/20274,6 | | | 1,980,000 | |
| | 8,000,000 | | First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 6/11/20273,4 | | | 7,920,000 | |
| | 1,869,821 | | OB Hospitalist Group, Inc. First Lien Term Loan, 5.250% (3-Month USD Libor+425 basis points), 8/1/20241,2,3,4 | | | 1,874,496 | |
| | 4,687,355 | | Pediatric Home Respiratory Services, LLC First Lien Term Loan, 6.750% (3-Month USD Libor+525 basis points), 12/4/20242,3,4 | | | 4,687,355 | |
| | | | Pediatric Therapy Services, LLC | | | | |
| | 87,594 | | Delayed Draw, 1.000%, 3/9/20272,4,6 | | | 86,718 | |
| | 40,592 | | Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 3/9/20272,3,4,6 | | | 40,186 | |
| | 916,369 | | First Lien Term Loan, 7.250% (3-Month USD Libor+575 basis points), 3/9/20272,3,4 | | | 907,205 | |
| | | | Pentech Holdings, Inc. | | | | |
| | 892,857 | | Revolver, 0.500%, 11/12/20252,4,5,6 | | | 888,737 | |
| | 9,061,607 | | First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 11/12/20252,3,4,5 | | | 8,997,069 | |
| | | | Pinnacle Dermatology Management, LLC | | | | |
| | 346,797 | | Revolver, 0.500%, 5/18/20234,6 | | | 343,329 | |
| | 3,674,274 | | Delayed Draw, 1.000%, 5/18/20234,6 | | | 3,637,531 | |
| | 10,951,297 | | First Lien Term Loan, 5.250% (3-Month USD Libor+425 basis points), 5/18/20233,4 | | | 10,841,784 | |
| | | | Pinnacle Treatment Centers, Inc. | | | | |
| | 285,714 | | Revolver, 0.500%, 12/31/20222,4,6 | | | 285,714 | |
| | 228,571 | | Delayed Draw, 1.000%, 12/31/20222,4,6 | | | 228,571 | |
| | 340,286 | | Delayed Draw, 6.750% (3-Month USD Libor+625 basis points), 12/31/20222,3,4,6 | | | 340,286 | |
| | 4,026,071 | | First Lien Term Loan, 6.750% (3-Month USD Libor+625 basis points), 12/31/20222,3,4 | | | 4,026,071 | |
See accompanying Notes to Consolidated Financial Statements.
9
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
| | | | Premier Imaging LLC | | | | |
| $ | 4,862,339 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 1/2/20252,3,4 | | $ | 4,862,339 | |
| | 2,878,397 | | First Lien Term Loan, 6.750% (1-Month USD Libor+575 basis points), 1/2/20252,3,4 | | | 2,878,397 | |
| | 846,056 | | Q-Centrix LLC First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 11/30/20243,4 | | | 837,595 | |
| | | | Spear Education, LLC | | | | |
| | 1,562,500 | | Delayed Draw, 1.000%, 2/26/20252,4,6 | | | 1,562,500 | |
| | 3,394,531 | | First Lien Term Loan, 6.000% (6-Month USD Libor+500 basis points), 2/26/20252,3,4 | | | 3,394,531 | |
| £ | 1,797,628 | | SSCP Pegasus Midco Limited First Lien Term Loan, 6.780% (6-Month USD Libor+675 basis points), 11/16/20272,3,4,9 | | | 2,459,336 | |
| | | | The PromptCare Companies, Inc. | | | | |
| | 644,801 | | Revolver, 0.500%, 12/30/20252,4,6 | | | 644,801 | |
| | 86,496 | | Delayed Draw, 1.000%, 12/30/20252,4,6 | | | 86,496 | |
| | 464,212 | | Delayed Draw, 5.750% (1-Month USD Libor+525 basis points), 12/30/20252,3,4 | | | 464,212 | |
| | 383,592 | | Delayed Draw, 5.750% (1-Month USD Libor+525 basis points), 12/30/20252,3,4,6 | | | 383,592 | |
| | 46,057 | | Revolver, 5.750% (1-Month USD Libor+525 basis points), 12/30/20252,3,4,6 | | | 46,057 | |
| | 3,326,853 | | First Lien Term Loan, 5.750% (1-Month USD Libor+525 basis points), 12/30/20252,3,4 | | | 3,326,853 | |
| | | | The Smilist Company | | | | |
| | 582,039 | | Revolver, 0.500%, 12/22/20202,4,5,6 | | | 577,057 | |
| | 2,095,342 | | Delayed Draw, 0.500%, 12/22/20252,4,5,6 | | | 2,085,386 | |
| | 814,855 | | Delayed Draw, 8.000% (3-Month USD Libor+700 basis points), 12/22/20252,3,4,5,6 | | | 810,983 | |
| | 5,327,989 | | First Lien Term Loan, 8.000% (3-Month USD Libor+700 basis points), 12/22/20252,3,4,5 | | | 5,282,388 | |
| | | | Troy Gastro | | | | |
| | 591,133 | | Revolver, 0.500%, 11/25/20254,6 | | | 586,640 | |
| | 2,561,576 | | Delayed Draw, 1.000%, 11/25/20254,6 | | | 2,542,108 | |
| | 2,358,621 | | Delayed Draw, 7.000% (3-Month USD Libor+600 basis points), 11/25/20253,4,6 | | | 2,340,696 | |
| | 4,471,552 | | First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 11/25/20253,4 | | | 4,437,568 | |
| | 500,000 | | TTF Holdings First Lien Term Loan, 5.000% (3-Month USD Libor+425 basis points), 3/24/20282,3,4 | | | 498,750 | |
| | 4,979,442 | | Twin Brook Consumer Senior Secured Loan First Lien Term Loan, 6.750% (3-Month USD Libor+550 basis points), 2/14/20242,3,4,5 | | | 4,936,121 | |
| | | | Twin Brook Healthcare Senior Secured Loan | | | | |
| | 4,804,786 | | First Lien Term Loan, 7.250% (3-Month USD Libor+575 basis points), 11/16/20222,3,4,5 | | | 4,797,098 | |
| | 4,900,000 | | First Lien Term Loan, 6.250% (1-Month USD Libor+575 basis points), 7/1/20242,3,4,5 | | | 4,765,250 | |
| | 15,000,000 | | First Lien Term Loan, 7.250% (3-Month USD Libor+600 basis points), 11/27/20242,3,4,5 | | | 14,850,000 | |
| | 9,975,000 | | First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 3/5/20262,3,4,5 | | | 9,775,500 | |
| | | | USME Holdings LLC | | | | |
| | 743,478 | | Delayed Draw, 1.000%, 11/24/20262,4,6 | | | 741,620 | |
See accompanying Notes to Consolidated Financial Statements.
10
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
| $ | 936,232 | | Revolver, 0.500%, 11/24/20262,4,6 | | $ | 929,210 | |
| | 5,890,688 | | First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 11/24/20262,3,4 | | | 5,846,508 | |
| | 15,000,000 | | Vector Delayed Draw, 1.000%, 5/20/20282,4,6 | | | 14,850,000 | |
| | | | Vital Care Buyer, LLC | | | | |
| | 5,598,519 | | First Lien Term Loan, 6.750% (3-Month USD Libor+600 basis points), 10/19/20252,3,4 | | | 5,598,519 | |
| | 1,777,778 | | Revolver, Unfunded, 0.500%, 10/19/20252,6 | | | 1,777,778 | |
| | | | Zavation Medical Products, LLC | | | | |
| | 405,405 | | First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 6/30/20273,4,6 | | | 401,352 | |
| | 12,972,973 | | Revolver, 5.500% (3-Month USD Libor+450 basis points), 6/30/20273,4 | | | 12,843,243 | |
| | 1,621,622 | | First Lien Term Loan, Unfunded, 0.500%, 6/30/20274,6 | | | 1,605,405 | |
| | | | ZBS Alliance Animal Health, LLC | | | | |
| | 6,198,694 | | Delayed Draw, 1.000%, 11/8/20254,6 | | | 6,074,720 | |
| | 1,301,306 | | Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 11/8/20253,4,6 | | | 1,275,280 | |
| | | | | | | 336,406,789 | |
| | | | INDUSTRIALS — 18.0% | | | | |
| | 4,480,592 | | 3SI Holdco, Inc. First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 6/16/20232,3,4 | | | 4,480,592 | |
| | 15,093,750 | | Aero Operating LLC Incremental Term Loan, 8.000% (1-Month USD Libor+650 basis points), 2/7/20263,4 | | | 14,942,812 | |
| | 4,925,000 | | Airnov, Inc. First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/19/20252,3,4 | | | 4,913,673 | |
| | 1,000,000 | | AIT Worldwide Logistics Holdings, Inc. First Lien Term Loan, 5.500% (1-Month USD Libor+475 basis points), 4/6/20281,2,3 | | | 1,001,250 | |
| | | | AWT Merger Sub, Inc. | | | | |
| | 2,500,000 | | Delayed Draw, 1.000%, 12/17/20262,4,6 | | | 2,475,000 | |
| | 178,572 | | Revolver, 7.000% (3-Month USD Libor+600 basis points), 12/17/20262,3,4,6 | | | 176,785 | |
| | 6,396,428 | | First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 12/17/20262,3,4 | | | 6,332,464 | |
| | 892,857 | | Revolver, Unfunded, 0.500%, 12/17/20262,4,6 | | | 883,929 | |
| | 9,948,980 | | BDP International, Inc. (BDP Buyer, LLC) First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/19/20242,3,4 | | | 9,809,694 | |
| | | | Beacon Mobility | | | | |
| | 9,948,600 | | Delayed Draw, 1.000%, 5/22/20244,6 | | | 9,749,628 | |
| | 7,779,874 | | Delayed Draw, 5.750% (3-Month USD Libor+475 basis points), 5/22/20243,4,6 | | | 7,624,276 | |
| | 2,265,848 | | First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 5/22/20243,4 | | | 2,220,531 | |
| | 976,992 | | Big Ass Fans LLC First Lien Term Loan, 4.750% (3-Month USD Libor+375 basis points), 5/21/20241,2,3 | | | 979,439 | |
| | | | British Engineering Services Holdco Limited | | | | |
| £ | 950,968 | | Revolver, 7.000% (3-Month GBP Libor+525 basis points), 12/2/20272,3,4,9 | | | 1,291,812 | |
| £ | 396,237 | | First Lien Term Loan, 7.000% (3-Month GBP Libor+525 basis points), 12/2/20272,3,4,9 | | | 538,255 | |
See accompanying Notes to Consolidated Financial Statements.
11
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
| | | | Brook & Whittle Holdings Corp. | | | | |
| $ | 532,102 | | Incremental Term Loan, 6.250% (3-Month USD Libor+525 basis points), 10/17/20242,3,4 | | $ | 526,781 | |
| | 6,982,500 | | First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 10/17/20242,3,4 | | | 6,895,219 | |
| | 4,426,168 | | Colonial Bag, LLC First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 9/3/20252,3,4 | | | 4,415,103 | |
| | | | Comar Holding Company, LLC | | | | |
| | 4,961,660 | | First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 6/18/20242,3,4 | | | 4,949,256 | |
| | 779,943 | | Delayed Draw, 7.000% (3-Month USD Libor+600 basis points), 6/18/20242,3,4 | | | 777,993 | |
| | 14,876,549 | | Construction Resources First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 6/10/20242,3,4 | | | 14,876,549 | |
| | | | Continental Acquisition Holdings, Inc. | | | | |
| | 2,678,571 | | Delayed Draw, 1.000%, 1/20/20272,4,6 | | | 2,708,571 | |
| | 7,303,125 | | First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 1/20/20272,3,4 | | | 7,311,889 | |
| | 8,000,000 | | Dispatch Acquisition First Lien Term Loan, 5.000% (3-Month USD Libor+425 basis points), 3/25/20282,3,4 | | | 7,920,000 | |
| | 4,132,128 | | Empire Auto First Lien Term Loan, 6.000% (3-Month USD Libor+550 basis points), 9/5/20242,3,4 | | | 4,121,798 | |
| | 980,000 | | GlobalTranz Enterprises, Inc. First Lien Term Loan, 5.104% (3-Month USD Libor+500 basis points), 5/15/20261,2,3,4 | | | 976,016 | |
| | 4,212,610 | | GWS Tool Holdings, LLC First Lien Term Loan, 7.500% (3-Month USD Libor+525 basis points), 9/13/20253,4 | | | 4,170,484 | |
| | 7,938,931 | | Holley Purchaser, Inc. First Lien Term Loan, 5.186% (3-Month USD Libor+500 basis points), 10/26/20252,3,4 | | | 7,938,931 | |
| | | | HPS Industrials Senior Secured Loan | | | | |
| | 9,924,623 | | First Lien Term Loan, 8.500% (3-Month USD Libor+750 basis points), 5/31/20222,3,4,5 | | | 9,924,623 | |
| | 4,846,939 | | First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 9/25/20242,3,4,5 | | | 4,779,547 | |
| | 9,896,176 | | First Lien Term Loan, 6.500% (3-Month USD Libor+600 basis points), 7/25/20252,3,4,5 | | | 10,044,619 | |
| | 977,163 | | Icebox Holdings, Inc. First Lien Term Loan, 4.250% (1-Month USD Libor+325 basis points), 12/17/20241,2,3,4 | | | 979,298 | |
| | 15,000,000 | | IEA Energy Services First Lien Term Loan, 6.250% (3-Month USD Libor+625 basis points), 9/25/20242,3,4,5 | | | 15,000,000 | |
| | | | IMIA Holdings, Inc. | | | | |
| | 1,027,397 | | Revolver, 0.500%, 4/9/20272,4,6 | | | 1,006,849 | |
| | 13,972,603 | | First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 4/9/20272,3,4 | | | 13,693,151 | |
| | | | Isaac Heating & Air Conditioning | | | | |
| | 4,736,842 | | Delayed Draw, 1.000%, 5/7/20272,4,6 | | | 4,713,158 | |
| | 1,736,842 | | Revolver, 0.500%, 5/7/20272,4,6 | | | 1,719,474 | |
| | 631,579 | | Revolver, 6.000% (3-Month USD Libor+525 basis points), 5/7/20272,3,4,6 | | | 625,263 | |
| | 7,894,737 | | First Lien Term Loan, 6.000% (3-Month USD Libor+525 basis points), 5/7/20272,3,4 | | | 7,815,789 | |
See accompanying Notes to Consolidated Financial Statements.
12
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
| | | | ISS Compressors Industries, Inc. | | | | |
| $ | 416,667 | | Revolver, 0.500%, 8/9/20262,4,6 | | $ | 388,709 | |
| | 4,505,208 | | First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 8/9/20262,3,4 | | | 4,202,908 | |
| | | | Jade Bidco Limited | | | | |
| € | 538,430 | | First Lien Term Loan, 8.000% (6-Month EUR Libor+600 basis points), 12/3/20262,3,4,9 | | | 635,212 | |
| | 3,375,128 | | First Lien Term Loan, 8.259% (3-Month USD Libor+600 basis points), 12/3/20262,3,4 | | | 3,358,253 | |
| | | | Komline-Sanderson Group, Inc. | | | | |
| | 5,875,000 | | Delayed Draw, 0.500%, 3/17/20262,4,6 | | | 5,827,260 | |
| | 1,367,188 | | Revolver, 0.500%, 3/17/20262,4,6 | | | 1,353,516 | |
| | 3,662,695 | | Delayed Draw, 6.500% (3-Month USD Libor+600 basis points), 3/17/20262,3,4,6 | | | 3,632,932 | |
| | 976,562 | | Revolver, 6.500% (3-Month USD Libor+600 basis points), 3/17/20262,3,4,6 | | | 966,796 | |
| | 8,088,086 | | First Lien Term Loan, 6.500% (3-Month USD Libor+600 basis points), 3/17/20262,3,4 | | | 8,007,205 | |
| | 5,179,720 | | Lav Gear Holdings, Inc. First Lien Term Loan, 8.500% (1-Month USD Libor+750 basis points), 10/31/20242,3,4 | | | 4,855,987 | |
| | 9,750,000 | | PaperWorks Industries, Inc First Lien Term Loan, 8.250% (3-Month USD Libor+725 basis points), 12/18/20252,3,4 | | | 9,656,488 | |
| | | | PCX Aerosystems | | | | |
| | 625,000 | | Revolver, 0.500%, 4/22/20272,4,6 | | | 618,750 | |
| | 3,125,000 | | Delayed Draw, 1.000%, 4/22/20272,4,6 | | | 3,109,375 | |
| | 6,250,000 | | First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 4/22/20272,3,4 | | | 6,187,500 | |
| | 982,500 | | PHM Netherlands Midco B.V. First Lien Term Loan, 4.647% (3-Month USD Libor+450 basis points), 8/1/20261,2,3,4,9 | | | 977,587 | |
| | 5,000,000 | | Pregis TopCo LLC Second Lien Term Loan, 8.750% (3-Month USD Libor+800 basis points), 8/1/20273,4,5 | | | 4,975,000 | |
| | 1,473,750 | | Q Holding Co. First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 12/20/20232,3,4 | | | 1,453,486 | |
| | | | Radwell International, LLC | | | | |
| | 1,193,517 | | Revolver, 0.500%, 12/11/20262,4,6 | | | 1,179,195 | |
| | 2,449,656 | | Delayed Draw, 5.750% (3-Month USD Libor+475 basis points), 12/11/20262,3,4 | | | 2,420,260 | |
| | 525,540 | | Revolver, 5.750% (3-Month USD Libor+475 basis points), 12/11/20262,3,4,6 | | | 519,234 | |
| | 10,771,021 | | First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 12/11/20262,3,4 | | | 10,641,769 | |
| | | | RCS Industrials Senior Secured Loan | | | | |
| | 285,714 | | Revolver, 0.500%, 1/31/20254,5,6 | | | 284,286 | |
| | 1,697,143 | | First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 1/31/20253,4,5 | | | 1,688,657 | |
| | | | Sonny`s Enterprises, LLC | | | | |
| | 640,244 | | Revolver, 0.500%, 8/5/20252,4,6 | | | 640,244 | |
| | 5,900,533 | | First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 8/5/20262,3,4 | | | 5,900,534 | |
| | 910,061 | | Delayed Draw, 8.000% (3-Month USD Libor+700 basis points), 8/5/20262,3,4 | | | 910,061 | |
See accompanying Notes to Consolidated Financial Statements.
13
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
| | | | Spartronics LLC | | | | |
| $ | 2,558,824 | | Revolver, 0.500%, 12/31/20252,4,6 | | $ | 2,539,632 | |
| | 88,235 | | Revolver, 5.500% (3-Month USD Libor+475 basis points), 12/31/20252,3,4,6 | | | 87,574 | |
| | 4,761,948 | | First Lien Term Loan, 5.500% (3-Month USD Libor+475 basis points), 12/31/20252,3,4 | | | 4,726,234 | |
| | 982,500 | | Tank Holding Corp. First Lien Term Loan, 3.604% (3-Month USD Libor+350 basis points), 3/26/20261,2,3,4 | | | 977,430 | |
| | 134,346 | | TecoStar Holdings, Inc. First Lien Term Loan, 4.250% (3-Month USD Libor+325 basis points), 5/1/20241,2,3,4 | | | 133,366 | |
| | 5,902,644 | | Time Manufacturing Acquisition LLC First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 2/3/20232,3,4 | | | 5,888,478 | |
| | | | Transtar | | | | |
| | 1,448,276 | | Delayed Draw, 1.000%, 1/22/20272,4,6 | | | 1,433,793 | |
| | 10,498,965 | | First Lien Term Loan, 8.000% (1-Month USD Libor+700 basis points), 1/22/20272,3,4 | | | 10,393,976 | |
| | | | Trident Maritime Systems, Inc. | | | | |
| | 1,222,222 | | Revolver, 0.500%, 2/26/20272,4,6 | | | 1,200,833 | |
| | 222,222 | | Revolver, 6.500% (1-Month USD Libor+550 basis points), 2/26/20272,3,4,6 | | | 218,334 | |
| | 13,521,667 | | First Lien Term Loan, 6.500% (1-Month USD Libor+550 basis points), 2/26/20272,3,4 | | | 13,285,037 | |
| | 15,000,000 | | TSL Engineered Products, LLC First Lien Term Loan, 5.500% (3-Month USD Libor+475 basis points), 1/8/20282,3,4 | | | 14,962,500 | |
| | 7,387,500 | | Twin Brook Aerospace Senior Secured Loan First Lien Term Loan, 6.250% (1-Month USD Libor+575 basis points), 12/6/20242,3,4,5 | | | 7,072,054 | |
| | 3,930,300 | | Twin Brook Plastics Senior Secured Loan First Lien Term Loan, 6.000% (1-Month USD Libor+500 basis points), 5/15/20252,3,4,5 | | | 3,886,674 | |
| | 15,000,000 | | Urban Mining Company First Lien Term Loan, 11.000% (3-Month USD Libor+800 basis points), 8/23/20213,4,5 | | | 15,000,000 | |
| € | 1,300,000 | | UTAC Group First Lien Term Loan, 5.750% (3-Month EUR Libor+575 basis points), 9/29/20272,3,4,9 | | | 1,513,635 | |
| | 17,281,579 | | Valcourt First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 1/7/20272,3,4 | | | 17,108,763 | |
| | 4,000,000 | | Watlow Electric Manufacturing Company First Lien Term Loan, 4.500% (3-Month USD Libor+400 basis points), 3/2/20282,3,4 | | | 4,015,000 | |
| | | | | | | 394,145,018 | |
| | | | MATERIALS — 3.7% | | | | |
| | 1,420,042 | | ADG Acquisiton, LLC Delayed Draw, 6.875% (3-Month USD Libor+588 basis points), 12/14/20232,3,4,5 | | | 1,393,846 | |
| | 1,199,122 | | Anchor Packaging LLC First Lien Term Loan, 4.104% (1-Month USD Libor+400 basis points), 7/18/20261,2,3 | | | 1,202,119 | |
| | 10,000,000 | | Colonial Bag, LLC Incremental Term Loan, 6.000% (3-Month USD Libor+500 basis points), 9/3/20252,3 | | | 9,900,000 | |
See accompanying Notes to Consolidated Financial Statements.
14
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | MATERIALS (Continued) | | | | |
| | | | Consolidated Label Co. | | | | |
| $ | 1,339,286 | | Revolver, 0.500%, 7/15/20262,4,6 | | $ | 1,325,893 | |
| | 578,516 | | Revolver, 0.500%, 7/15/20262,4,6 | | | 572,731 | |
| | 3,713,013 | | First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 7/15/20262,3,4 | | | 3,675,883 | |
| | 5,000,000 | | Incremental Term Loan, 6.000% (3-Month USD Libor+500 basis points), 7/15/20262,3,4 | | | 4,950,000 | |
| | 8,595,759 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 7/15/20262,3,4 | | | 8,509,801 | |
| | | | Fortis Solutions Group, LLC | | | | |
| | 4,961,661 | | First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 12/15/20232,3,4 | | | 4,924,449 | |
| | 7,853,276 | | First Lien Term Loan, 5.750% (1-Month USD Libor+475 basis points), 12/15/20232,3,4 | | | 7,794,377 | |
| | | | Helix Acquisition Holdings, Inc. | | | | |
| | 557,355 | | First Lien Term Loan, 3.897% (3-Month USD Libor+375 basis points), 9/29/20241,3,4 | | | 543,884 | |
| | 8,039,067 | | HPS Materials Senior Secured Loan First Lien Term Loan, 6.875% (3-Month USD Libor+587 basis points), 12/14/20232,3,4,5 | | | 7,890,765 | |
| | | | Olympic Buyer, Inc. | | | | |
| | 1,960,784 | | Revolver, 0.500%, 6/30/20284,6 | | | 1,921,569 | |
| | 392,157 | | Revolver, 5.293% (1-Month USD Libor+425 basis points), 6/30/20283,4,6 | | | 384,313 | |
| | 17,647,059 | | First Lien Term Loan, 5.293% (1-Month USD Libor+425 basis points), 6/30/20283,4 | | | 17,294,118 | |
| | 985,000 | | Pregis TopCo LLC First Lien Term Loan, 4.104% (1-Month USD Libor+400 basis points), 8/1/20261,2,3,4 | | | 985,985 | |
| | 1,706,250 | | Pretium PKG Holdings, Inc. Second Lien Term Loan, 9.000% (1-Month USD Libor+825 basis points), 11/5/20281,2,3,4 | | | 1,703,349 | |
| | | | V Global Holdings LLC | | | | |
| | 749,618 | | Revolver, 0.500%, 12/22/20252,4,6 | | | 743,996 | |
| | 4,613,438 | | First Lien Term Loan, 7.000% (1-Month USD Libor+600 basis points), 12/22/20272,3,4 | | | 4,578,837 | |
| | | | | | | 80,295,915 | |
| | | | TECHNOLOGY — 16.0% | | | | |
| | | | 1WorldSync, Inc. | | | | |
| | 145,755 | | Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 7/8/20252,3,4 | | | 145,041 | |
| | 5,808,999 | | First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 7/8/20252,3,4 | | | 5,780,535 | |
| | | | Applied Technical Services | | | | |
| | 2,272,727 | | Delayed Draw, 1.000%, 12/29/20262,4,6 | | | 2,272,727 | |
| | 909,091 | | Revolver, 0.500%, 12/29/20262,4,6 | | | 899,455 | |
| | 6,784,091 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 12/29/20262,3,4 | | | 6,712,180 | |
| | 5,259,615 | | AQA, Acquisition Holding Inc Second Lien Term Loan, 8.000% (3-Month USD Libor+775 basis points), 3/3/20293,4 | | | 5,128,125 | |
| | 14,962,500 | | Arcstor Midco LLC First Lien Term Loan, 8.000% (3-Month USD Libor+700 basis points), 3/16/20272,3,4 | | | 14,663,250 | |
See accompanying Notes to Consolidated Financial Statements.
15
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| $ | 2,535,130 | | AVI-SPL First Lien Term Loan, 6.375% (3-Month USD Libor+538 basis points), 3/10/20273,4 | | $ | 2,497,103 | |
| | 1,960,000 | | Clarus First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 7/1/20252,3,4 | | | 1,930,600 | |
| | | | Cleo Communications Holding, LLC | | | | |
| | 2,140,000 | | Revolver, 0.500%, 6/11/20284,6 | | | 2,118,600 | |
| | 12,860,000 | | First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 6/11/20283,4 | | | 12,731,400 | |
| | | | Clubessential LLC | | | | |
| | 585,645 | | Revolver, 0.500%, 1/10/20242,4,6 | | | 576,860 | |
| | 6,001,982 | | Term loan, 7.250% (3-Month USD Libor+625 basis points), 1/10/20242,3,4 | | | 5,911,952 | |
| | | | CommentSold, Inc. | | | | |
| | 454,545 | | Revolver, 0.500%, 11/20/20262,6 | | | 447,727 | |
| | 4,522,728 | | First Lien Term Loan, 7.000% (1-Month USD Libor+600 basis points), 11/20/20262,3,4 | | | 4,454,887 | |
| | | | Connectwise, LLC. | | | | |
| | 331,858 | | Revolver, 0.500%, 2/28/20254,6 | | | 331,858 | |
| | 4,564,538 | | First Lien Term Loan, 6.250% (3-Month USD Libor+600 basis points), 2/28/20252,3,4 | | | 4,564,538 | |
| | 22,124 | | Revolver, 6.250% (3-Month USD Libor+600 basis points), 2/28/20253,4,6 | | | 22,124 | |
| | 10,000,000 | | Conservice Midco, LLC Second Lien Term Loan, 7.854% (3-Month USD Libor+775 basis points), 5/13/20283,4 | | | 10,000,000 | |
| | | | DataLink, LLC | | | | |
| | 846,774 | | Revolver, 0.500%, 11/20/20262,4,6 | | | 838,306 | |
| | 1,185,484 | | Delayed Draw, 1.000%, 11/20/20262,4,6 | | | 1,173,629 | |
| | 6,549,798 | | First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 11/20/20262,3,4 | | | 6,484,300 | |
| | 12,500,000 | | DCert Buyer, Inc. Second Lien Term Loan, 7.104% (1-Month USD Libor+700 basis points), 2/24/20293,4 | | | 12,645,875 | |
| | | | Diligent Corporation | | | | |
| | 5,985,000 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 8/4/20253,4 | | | 5,925,150 | |
| | 4,389,000 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 8/4/20253,4 | | | 4,345,110 | |
| | 1,600,000 | | Delayed Draw, 1.000%, 8/24/20254,6 | | | 1,584,000 | |
| | 9,898,477 | | Gerson Lehrman Group First Lien Term Loan, 5.750% (3-Month USD Libor+425 basis points), 12/5/20242,3,4 | | | 9,898,477 | |
| | SEK 11,250,000 | | Goldcup 25952 AB First Lien Term Loan, 6.250% (3-Month EUR Libor+625 basis points), 8/18/20273,4,9 | | | 1,294,826 | |
| | | | Hawkeye AcquisitionCo, LLC | | | | |
| | 500,000 | | Revolver, 0.500%, 11/19/20262,4,6 | | | 495,000 | |
| | 3,017,143 | | Delayed Draw, 1.000%, 11/19/20262,4,6 | | | 2,986,971 | |
| | 982,857 | | Delayed Draw, 7.750% (3-Month USD Libor+675 basis points), 11/19/20262,3,4,6 | | | 973,029 | |
| | 5,472,500 | | First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 11/19/20262,3,4 | | | 5,417,775 | |
See accompanying Notes to Consolidated Financial Statements.
16
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| | | | Holdco Sands Intermediate LLC | | | | |
| $ | 4,925,000 | | First Lien Term Loan, 7.500% (3-Month USD Libor+600 basis points), 12/19/20251,2,3,4 | | $ | 4,925,000 | |
| | 7,500,000 | | First Lien Term Loan, 7.500% (3-Month USD Libor+600 basis points), 12/19/20253,4 | | | 7,443,750 | |
| | 2,000,000 | | HotSchedules/Fourth First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 7/9/20253,4 | | | 1,970,000 | |
| | 7,424,812 | | HS Purchaser LLC First Lien Term Loan, 5.750% (1-Month USD Libor+475 basis points), 11/19/20261,2,3,4 | | | 7,448,646 | |
| | 2,481,156 | | First Lien Term Loan, 5.750% (3-Month USD Libor+500 basis points), 11/19/20262,3,4 | | | 2,489,120 | |
| | 10,000,000 | | Second Lien Term Loan, 7.500% (3-Month USD Libor+675 basis points), 11/19/20273,4 | | | 10,000,000 | |
| | 1,473,356 | | Idera, Inc. First Lien Term Loan, 4.500% (1-Month USD Libor+375 basis points), 3/2/20281,2,3,4 | | | 1,476,273 | |
| | | | insightsoftware | | | | |
| | 185,493 | | Revolver, 0.500%, 5/24/20244,6 | | | 185,438 | |
| | 1,509,434 | | Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 5/24/20243,4 | | | 1,508,981 | |
| | 3,469,604 | | Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 5/24/20243,4 | | | 3,481,574 | |
| | 162,307 | | Revolver, 6.750% (3-Month USD Libor+575 basis points), 5/24/20243,4,6 | | | 162,258 | |
| | 6,631,144 | | First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 5/24/20243,4 | | | 6,629,154 | |
| | 750,000 | | Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 5/24/20244,6 | | | 747,844 | |
| | 4,250,000 | | Delayed Draw, 1.000%, 5/24/20244,6 | | | 4,237,781 | |
| | 977,444 | | Intermedia Holdings, Inc. First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 7/19/20251,2,3,4 | | | 977,444 | |
| | 10,000,000 | | iOffice, LP First Lien Term Loan, 8.500% (3-Month USD Libor+700 basis points), 10/18/20243,4,5 | | | 10,180,000 | |
| | 7,000,000 | | Ivanti Software, Inc. Second Lien Term Loan, 9.500% (3-Month USD Libor+850 basis points), 12/1/20282,3,4 | | | 6,790,000 | |
| | NOK 13,134,023 | | Jigsaw Bidco AS First Lien Term Loan, 7.630% (3-Month NOK Nibor+725 basis points), 5/3/20243,4,9 | | | 1,502,522 | |
| | 9,859,091 | | Kona Buyer, LLC First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 12/11/20272,3,4 | | | 9,721,064 | |
| | | | LMG Holdings, Inc. | | | | |
| | 285,714 | | Revolver, 0.500%, 4/30/20262,4,6 | | | 282,857 | |
| | 4,714,286 | | First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 4/30/20262,3,4 | | | 4,667,143 | |
| | 17,412,500 | | Marlin DTC-LS Midco 2, LLC First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 7/1/20252,3,4 | | | 17,064,250 | |
| | 4,500,000 | | MedAssets Software Intermediate Holdings Second Lien Term Loan, 8.500% (3-Month USD Libor+775 basis points), 1/28/20292,3,4 | | | 4,410,000 | |
See accompanying Notes to Consolidated Financial Statements.
17
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| SEK | 11,192,758 | | Mefla 3 AB First Lien Term Loan, 8.000% (3-Month SEK Stibor+800 basis points), 9/1/20233,4,9 | | $ | 1,288,238 | |
| £ | 218,601 | | Mefla UK Limited First Lien Term Loan, 8.000% (3-Month GBP Libor+800 basis points), 9/1/20233,4,9 | | | 297,858 | |
| $ | 489,924 | | NAVEX TopCo, Inc. First Lien Term Loan, 3.360% (3-Month USD Libor+325 basis points), 9/5/20251,2,3,4 | | | 486,659 | |
| | | | New Era Technology | | | | |
| | 228,033 | | Revolver, 0.000%, 10/31/20262,4,6 | | | 223,472 | |
| | 1,854,667 | | Delayed Draw, 0.000%, 10/31/20262,4,6 | | | 1,817,574 | |
| | 3,173,457 | | First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 10/31/20262,3,4 | | | 3,109,988 | |
| | 178,626 | | Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 10/31/20262,3,4,6 | | | 175,053 | |
| | | | PaySimple, Inc. | | | | |
| | 491,250 | | First Lien Term Loan, 5.610% (1-Month USD Libor+550 basis points), 8/23/20251,2,3,4 | | | 491,250 | |
| | 161,317 | | Delayed Draw, 5.610% (1-Month USD Libor+550 basis points), 8/23/20251,2,3,4 | | | 161,317 | |
| | | | PCS Software | | | | |
| | 206,104 | | Revolver, 0.500%, 7/1/20244,6 | | | 206,104 | |
| | 157,610 | | Revolver, 7.250% (3-Month USD Libor+575 basis points), 7/1/20243,4,6 | | | 157,610 | |
| | 4,937,500 | | First Lien Term Loan, 7.250% (3-Month USD Libor+575 basis points), 7/1/20243,4 | | | 4,937,500 | |
| | 5,954,315 | | PDI TA Holdings, Inc. First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 10/24/20243,4 | | | 5,906,680 | |
| | | | Pegasus Global Enterprise Holdings, LLC | | | | |
| | 1,944,167 | | Delayed Draw, 1.000%, 5/29/20252,4,6 | | | 1,910,144 | |
| | 101,813 | | Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 5/29/20252,3,4,6 | | | 100,031 | |
| | 2,775,847 | | First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 5/29/20252,3,4 | | | 2,727,270 | |
| | 5,000,000 | | Provation Software Group, Inc. Second Lien Term Loan, 8.500% (1-Month USD Libor+775 basis points), 12/22/20282,3,4 | | | 4,897,500 | |
| | 4,961,832 | | Q-Centrix LLC First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 11/30/20242,3,4 | | | 4,924,618 | |
| € | 2,153,391 | | Questel Unite First Lien Term Loan, 6.250% (3-Month EUR Libor+625 basis points), 12/17/20272,3,4,9 | | | 2,532,800 | |
| | 980,000 | | QuickBase, Inc. First Lien Term Loan, 4.104% (3-Month USD Libor+400 basis points), 4/3/20261,2,3,4 | | | 976,732 | |
| | | | RCS Industrials Senior Secured Loan | | | | |
| | 138,889 | | Revolver, 0.500%, 2/3/20262,4,5,6 | | | 138,194 | |
| | 125,000 | | Delayed Draw, 1.000%, 2/3/20262,4,5,6 | | | 124,375 | |
| | 220,556 | | Delayed Draw, 6.500% (3-Month USD Libor+525 basis points), 2/3/20262,3,4,5,6 | | | 219,453 | |
| | 69,444 | | Revolver, 6.500% (3-Month USD Libor+575 basis points), 2/3/20262,3,4,5,6 | | | 69,098 | |
| | 1,925,000 | | First Lien Term Loan, 6.500% (3-Month USD Libor+525 basis points), 2/3/20262,3,4,5 | | | 1,915,375 | |
| | 2,231,248 | | RCS Technology Senior Secured Loan First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 2/28/20253,4,5 | | | 2,220,091 | |
See accompanying Notes to Consolidated Financial Statements.
18
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| $ | 977,444 | | RevSpring, Inc. First Lien Term Loan, 4.147% (3-Month USD Libor+400 basis points), 10/11/20251,2,3,4 | | $ | 975,919 | |
| | 4,612,500 | | RPX Corporation First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 10/23/20252,3,4 | | | 4,584,825 | |
| | 443,844 | | S2P Acquisition Borrower, Inc. First Lien Term Loan, 3.843% (3-Month USD Libor+375 basis points), 8/14/20261,2,3 | | | 444,723 | |
| | 1,481,250 | | SmartLinx First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 3/5/20263,4 | | | 1,459,031 | |
| | 13,000,000 | | Solera Global Holdings Second Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 6/4/20293 | | | 12,480,000 | |
| | 1,492,500 | | TaxSlayer First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 12/31/20263,4 | | | 1,470,113 | |
| £ | 12,230,216 | | UKFast Leaders Limited First Lien Term Loan, 6.840% (3-Month GBP Libor+675 basis points), 9/8/20272,3,4,9 | | | 17,002,860 | |
| | | | Uniguest | | | | |
| | 526,316 | | Revolver, 0.500%, 12/17/20252,6 | | | 512,632 | |
| | 2,947,368 | | Delayed Draw, 1.000%, 12/17/20252,4,6 | | | 2,886,241 | |
| | 1,257,829 | | Delayed Draw, 8.000% (1-Month USD Libor+700 basis points), 12/17/20252,3,4,6 | | | 1,231,742 | |
| | 5,236,842 | | First Lien Term Loan, 8.000% (1-Month USD Libor+700 basis points), 12/17/20252,3,4 | | | 5,100,684 | |
| | 15,000,000 | | Virgin Pulse, Inc. Second Lien Term Loan, 8.000% (3-Month USD Libor+725 basis points), 4/6/20293 | | | 15,028,125 | |
| | 2,443,750 | | Worksoft First Lien Term Loan, 8.750% (3-Month USD Libor+675 basis points), 2/22/20253,4 | | | 2,407,094 | |
| | | | | | | 351,151,482 | |
| | | | UTILITIES — 0.1% | | | | |
| | 2,889,097 | | TS OpCo Holding LLC First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 9/28/20232,3,4 | | | 2,877,540 | |
| | | | | | | | |
| | | | TOTAL SENIOR SECURED LOANS | | | | |
| | | | (Cost $1,621,342,825) | | | 1,626,635,962 | |
| Number of Shares | | | | | | |
| | | | PRIVATE INVESTMENT VEHICLES — 39.3% | | | | |
| | | | INVESTMENT PARTNERSHIPS — 8.0% | | | | |
| | N/A | | AG Direct Lending Fund II L.P.2,10 | | | 23,250,400 | |
| | N/A | | AG Direct Lending Fund III L.P.2,11 | | | 19,751,444 | |
| | N/A | | Annaly Credit Opportunities Onshore Fund LP12 | | | 24,797,886 | |
| | N/A | | Ares Commercial Finance Feeder (A) LP13 | | | 12,036,779 | |
| | N/A | | Crescent Mezzanine Partners VIIC, L.P.14 | | | 7,208,402 | |
| | N/A | | HPS Mezzanine Partners 2019 LP15 | | | 6,597,433 | |
| | N/A | | HPS SLF V Feeder LP16 | | | 7,745,348 | |
See accompanying Notes to Consolidated Financial Statements.
19
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Number of Shares | | | | Value | |
| | | | PRIVATE INVESTMENT VEHICLES (Continued) | | | | |
| | | | INVESTMENT PARTNERSHIPS (Continued) | | | | |
| | N/A | | Marlin Credit Opportunity Fund LP17 | | $ | 12,736,540 | |
| | N/A | | Providence Debt Fund III (Non-US) L.P.18 | | | 4,325,428 | |
| | N/A | | Silver Point Specialty Credit Fund II, L.P.19 | | | 24,157,723 | |
| | N/A | | Thompson Rivers LLC20 | | | 20,000,000 | |
| | N/A | | Varagon Capital Direct Lending Fund21 | | | 10,198,215 | |
| | N/A | | WACCAMAW River LLC LP22 | | | 2,790,626 | |
| | | | | | | 175,596,224 | |
| | | | JOINT VENTURES — 2.7% | | | | |
| | N/A | | BDCA Senior Loan Fund LLC23 | | | 45,076,433 | |
| | N/A | | Middle Market Credit Fund II, LLC23 | | | 15,154,567 | |
| | | | | | | 60,231,000 | |
| | | | NON-LISTED BUSINESS DEVELOPMENT COMPANIES — 27.8% | | | | |
| | 1,149,840 | | Barings Capital Investment Corporation2,24 | | | 24,870,948 | |
| | N/A | | Barings Private Credit Corporation25 | | | 455,128,767 | |
| | 5,892,548 | | Business Development Corp. Of America2,26 | | | 43,095,833 | |
| | 6,000,000 | | New Mountain Guardian III BDC, LLC2,27 | | | 61,970,102 | |
| | 1,481,616 | | Owl Rock Technology Finance Corp.28 | | | 23,301,864 | |
| | | | | | | 608,367,514 | |
| | | | PRIVATE EQUITY — 0.3% | | | | |
| | 4.67 | | Owl Rock Capital Technology Holdings LLC4,29 | | | 6,858,782 | |
| | | | | | | | |
| | | | SPECIAL PURPOSE VEHICLE FOR SENIOR SECURED BONDS — 0.5% | | | | |
| | N/A | | Endurance II L.P.30 | | | 10,127,618 | |
| | | | | | | | |
| | | | TOTAL PRIVATE INVESTMENT VEHICLES | | | | |
| | | | (Cost $826,692,711) | | | 861,181,138 | |
| Principal Amount | | | | | | |
| | | | COLLATERALIZED LOAN OBLIGATIONS — 10.9% | | | | |
| $ | 12,000,000 | | ABPCI Direct Lending Fund CLO X LP 10.659% (3-Month USD Libor+1,047 basis points), 1/20/20321,3,4,7 | | | 12,040,021 | |
| | | | BlackRock Elbert CLO V Ltd. | | | | |
| | 39,500,000 | | 15%, 12/15/20311,4,7,31 | | | 41,225,670 | |
| | 11,000,000 | | 9.519% (3-Month USD Libor+940 basis points), 12/15/20311,3,7 | | | 10,919,854 | |
| | 98,604,651 | | BlackRock Shasta CLO VII 6.69%, 1/22/20331,4,7,20 | | | 99,708,936 | |
| | 22,575,000 | | HPS SLF V Feeder LP 3.154%, 5/14/2031 | | | 22,575,000 | |
| | 10,000,000 | | Monroe Capital MML CLO IX Ltd. 8.884% (3-Month USD Libor+870 basis points), 10/22/20311,3,4,7,21 | | | 10,000,109 | |
| | 2,910,000 | | Monroe Capital MML CLO VII Ltd. 7.400% (3-Month USD Libor+725 basis points), 11/22/20301,3,4,7 | | | 2,831,561 | |
See accompanying Notes to Consolidated Financial Statements.
20
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | COLLATERALIZED LOAN OBLIGATIONS (Continued) | | | | |
| | | | Monroe Capital MML CLO VIII, Ltd. | | | | |
| $ | 15,000,000 | | 13.000%, 5/22/2031*,1,4,7,20 | | $ | 10,871,775 | |
| | 9,850,000 | | 5.000% (3-Month USD Libor+485 basis points), 5/22/20311,3,4,7,32 | | | 9,808,906 | |
| | 10,000,000 | | 8.300% (3-Month USD Libor+815 basis points), 5/22/20311,3,7,32 | | | 9,767,310 | |
| | | | Monroe Capital Mml CLO X Ltd. | | | | |
| | 5,000,000 | | 7.055% (3-Month USD Libor+690 basis points), 8/20/20311,3,4,7,32 | | | 5,098,634 | |
| | 3,000,000 | | 9.005% (3-Month USD Libor+885 basis points), 8/20/20311,3,4,7 | | | 2,999,612 | |
| | | | TOTAL COLLATERALIZED LOAN OBLIGATIONS | | | | |
| | | | (Cost $236,749,931) | | | 237,847,388 | |
| | | | | | | | |
| | | | PREFERRED STOCKS — 0.9% | | | | |
| | | | HEALTH CARE — 0.8% | | | | |
| | 17,500 | | Propharma LLC 13.00%4 | | | 17,192,652 | |
| | | | | | | | |
| | | | INDUSTRIALS — 0.1% | | | | |
| | 2,500 | | Atomic Transport LLC LP 8.50%4 | | | 2,442,040 | |
| | | | | | | | |
| | | | TOTAL PREFERRED STOCKS | | | | |
| | | | (Cost $19,412,500) | | | 19,634,692 | |
| | | | | | | | |
| | | | SUBORDINATED DEBT — 0.2% | | | | |
| | | | FINANCIALS — 0.2% | | | | |
| | 5,500,000 | | Otr Midco, LLC 12.000%, 5/12/20264 | | | 5,500,000 | |
| | | | | | | | |
| | | | TOTAL SUBORDINATED DEBT | | | | |
| | | | (Cost $5,500,000) | | | 5,500,000 | |
| | | | | | | | |
| | | | EQUIPMENT LEASES — 0.2% | | | | |
| | 4,026,459 | | Cyxtera Equipment Leases 8.250%, 1/1/20244,5 | | | 4,026,458 | |
| | | | | | | | |
| | | | TOTAL EQUIPMENT LEASES | | | | |
| | | | (Cost $4,026,459) | | | 4,026,458 | |
| | | | | | | |
| Number of Shares | | | | | | |
| | | | COMMON STOCKS — 0.2% | | | | |
| | | | FINANCIALS — 0.2% | | | | |
| | 280,309 | | Congressional Bancsh, Inc.4 | | | 3,611,111 | |
| | | | TOTAL COMMON STOCKS | | | | |
| | | | (Cost $3,611,111) | | | 3,611,111 | |
See accompanying Notes to Consolidated Financial Statements.
21
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
| Number of Shares | | | | Value | |
| | | | SHORT-TERM INVESTMENTS — 0.7% | | | | |
| | 16,221,784 | | State Street Institutional U.S. Government Money Market Fund, 0.02%33 | | $ | 16,221,784 | |
| | | | TOTAL SHORT-TERM INVESTMENTS | | | | |
| | | | (Cost $16,221,784) | | | 16,221,784 | |
| | | | TOTAL INVESTMENTS — 126.6% | | | | |
| | | | (Cost $2,733,557,321) | | | 2,774,658,533 | |
| | | | Liabilities Less Other Assets — (26.6)% | | | (583,562,693 | ) |
| | | | NET ASSETS — 100.0% | | | 2,191,095,840 | |
| | | | | | | |
| Principal Amount | | | | | | |
| | | | SECURITIES SOLD SHORT — (0.6)% | | | | |
| | | | REVERSE REPURCHASE AGREEMENTS — (0.6)% | | | | |
| $ | (4,365,000 | ) | Agreement with Deutsche Bank AG, 1.585%, dated 6/22/2021, to be repurchased at $4,382,679 on 9/22/2021, collateralized by Monroe Capital MML CLO IX Ltd. with maturity of 10/22/2031, with a market value of $10,000,109 | | | (4,365,000 | ) |
| | (3,005,000 | ) | Agreement with Deutsche Bank AG, 1.396%, dated 6/29/2021, to be repurchased at $3,015,721 on 9/29/2021, collateralized by Monroe Capital MML CLO VIII, Ltd. with various maturities to 5/22/2031, with a market value of $9,808,906 | | | (3,005,000 | ) |
| | (1,928,000 | ) | Agreement with Deutsche Bank AG, 1.385%, dated 6/22/2021, to be repurchased at $1,934,823 on 9/22/2021, collateralized by Monroe Capital MML CLO VIII, Ltd. with various maturities to 5/22/2031, with a market value of $9,808,906 | | | (1,928,000 | ) |
| | (1,715,000 | ) | Agreement with Deutsche Bank AG, 1.585%, dated 6/22/2021, to be repurchased at $1,721,946 on 9/22/2021, collateralized by Monroe Capital MML CLO VIII, Ltd. with various maturities to 5/22/2031, with a market value of $9,808,906 | | | (1,715,000 | ) |
| | (2,536,000 | ) | Agreement with Deutsche Bank AG, 1.396%, dated 6/29/2021, to be repurchased at $2,545,047 on 9/29/2021, collateralized by Monroe Capital MML CLO X Ltd. with various maturities to 8/20/2031, with a market value of $5,098,634 | | | (2,536,000 | ) |
| | | | REVERSE REPURCHASE AGREEMENTS | | | | |
| | | | (Proceeds $13,549,000) | | | (13,549,000 | ) |
| | | | TOTAL SECURITIES SOLD SHORT | | | | |
| | | | (Proceeds $13,549,000) | | | (13,549,000 | ) |
LLC – Limited Liability Company
LP – Limited Partnership
US – United States
LOC – Letter of Credit
BDC – Business Development Company
See accompanying Notes to Consolidated Financial Statements.
22
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
CAD - Canadian Dollars
EUR - Euro
GBP - Pound Sterling
NOK - Norwegian Krone
SEK - Swedish Krona
* | Subordinated note position. Rate shown is the effective yield as of period end. |
2 | As of June 30, 2021 all or a portion of the security has been pledged as collateral for a secured revolving facility. The market value of the securities in the pledged account totaled $1,289,772,241 as of June 30, 2021. See Note 2, subsection Borrowing, Use of Leverage of the Notes to Consolidated Financial Statements for additional information. |
3 | Floating rate security. Rate shown is the rate effective as of period end. |
4 | Value was determined using significant unobservable inputs. |
5 | This investment was made through a participation. Please see Note 2 for a description of participations. |
6 | All or a portion of this holding is subject to unfunded loan commitments. See Note 2 for additional information. |
7 | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted. They may only be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities is $127,381,154, which represents 5.8% of total net assets of the Fund. |
9 | Foreign securities entered into in foreign currencies are converted to U.S. Dollars using period end spot rates. |
10 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to provide corporate financing support to U.S. middle market companies. The investment fund shall continue until December 31, 2024, with one year extensions available after the stated termination date. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. |
11 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to provide corporate financing support to U.S. middle market companies. The investment fund shall continue until September 30, 2026, with one year extensions available after the stated termination date. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $1,600,000 as of June 30, 2021. |
12 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to invest in senior secured first and second lien loans to traditional middle market companies and larger middle market companies in the US. The investment fund shall continue until May 31, 2025 with two one year extensions available after the stated termination date. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. |
13 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to invest in commercial finance assets through a direct lending strategy and through the acquisition of specialty finance companies focused primarily on various collateralized lending strategies. The investment fund shall continue until June 30, 2025. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $13,080,652 as of June 30, 2021. |
14 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to invest privately negotiated mezzanine level subordinated debt and equity securities issued by larger middle market companies. The investment fund shall continue until December 21, 2025. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $2,936,301 as of June 30, 2021. |
15 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to generate current returns as well as long-term capital appreciation through investments in mezzanine securities. The investment fund shall continue until April 12, 2029 with one year extensions available after the stated termination date. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $4,075,587 as of June 30, 2021. |
16 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to generate current income while preserving capital by investing primarily in newly originated secured debt. The investment fund shall continue until the fourth anniversary of the termination of the investment period with one year extensions available after the stated termination date. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $9,975,000 as of June 30, 2021. |
See accompanying Notes to Consolidated Financial Statements.
23
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
17 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to invest in senior secured loans to middle market companies. The investment fund shall continue until May 19, 2028 with one year extensions available after the stated termination date. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $87,376,895 as of June 30, 2021. |
18 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to identify, acquire, hold, manage and dispose of investments made in secured debt, unsecured debt, and related equity securities issued primarily by US middle market companies. The investment fund shall continue until October 24, 2021 with one year extensions available after the stated termination date. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $4,242,617 as of June 30, 2021. |
19 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to provide corporate financing support to U.S. middle market companies. The investment fund shall continue until the 2nd anniversary of the end of the investment period with a six month extension available after the end of the investment period. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $16,116,001 as of June 30, 2021. |
20 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to invest in senior secured loans to middle market companies. The investment fund shall continue until the cancellation of the Certificate of Formation. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. |
21 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to invest in senior secured loans to middle market companies. The investment fund shall continue until September 2026 with one year extensions available after the stated termination date. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $40,000,000 as of June 30, 2021. |
22 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to invest in senior secured loans to middle market companies. The investment fund shall continue until the cancellation of the Certificate of Formation. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment fund. Total unfunded capital commitments amount to $9,737,500 as of June 30, 2021. |
23 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to acquire and hold investments in debt instruments of US middle-market companies. The investment fund shall continue until all of the Investments are amortized, liquidated or are otherwise transferred or disposed of by the fund. The investment does not permit the redemption of any potion of the Fund’s capital contributions until the termination of the investment fund. See Note 11 for additional information. |
24 | The Fund’s investment in the non-listed business development company is valued using net asset value as a practical expedient. The business development company’s investment strategy is to lend an invest in senior secured private debt investments in well established middle market companies. The investment shall continue until the earlier of a (i) liquidity event or (ii) July 13, 2027. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination of the investment. Total unfunded capital commitments amount to $45,000,000 as of June 30, 2021. |
25 | The Fund’s investment in the non-listed business development company is valued using net asset value as a practical expedient. The business development company’s investment strategy is to lend an invest in senior secured private debt investments in well established middle market companies. The investment permits share repurchases on an ongoing basis at the discretion of the investment manager. |
26 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to invest primarily in first and second lien senior secured debt instruments and mezzanine debt issued by middle market companies. The investment permits redemptions of up to 10% at each semi-annual tender offer. |
27 | The Fund’s investment in the non-listed business development company is valued using net asset value as a practical expedient. The business development company’s investment strategy is to provide corporate financing support to U.S. middle market companies. The investment shall continue until July 15, 2025, with one year extensions available after the stated termination date. The investment fund does not permit the redemption of any portion of the Fund’s capital contributions until the termination. Total unfunded capital commitments amount to $40,000,000 as of June 30, 2021. |
28 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to originate and invest in senior secured or unsecured loans, subordinated loans, mezzanine loans and equity-related securities in high growth technology and life-sciences related companies. The investment fund shall continue until the earliest of (i) an Exchange Listing, (ii) the fifth anniversary of the final closing, and (iii) August 10, 2025. Total unfunded capital commitments amount to $11,797,413 as of June 30, 2021. |
See accompanying Notes to Consolidated Financial Statements.
24
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of June 30, 2021 (Unaudited) (Continued)
29 | Owl Rock Technology Holdings, LLC is a fund manager that manages and directs the activity of Owl Rock Technology Finance Corp. The Fund’s investment in Owl Rock Technology Holdings, LLC was received for making capital commitments to Owl Rock Technology Finance Corp. The fund makes quarterly expense contributions and will be allocated any net income or net loss of the management company. Redemptions are not permitted and interests are only transferable upon approval of the Managing Member. |
30 | The Fund’s investment in the private investment fund is valued using net asset value as a practical expedient. The investment fund’s investment strategy is to acquire and hold the notes in an international education company. The investment fund shall continue until the completion of the liquidation of the Partnership. |
31 | Variable rate security. Rate shown is the rate in effect as of period end. |
32 | All or a portion of this security is segregated as collateral for reverse repurchase agreement. total collateral had a fair value of $28,447,275 as of June 30, 2021. |
33 | The rate is the annualized seven-day yield at period end. |
Additional information on restricted securities is as follows:
Security | | First Acquisition Date | | | Cost | |
AG Direct Lending Fund III L.P | | | 6/28/2019 | | | $ | 18,102,555 | |
New Mountain Guardian III BDC, LLC | | | 3/27/2020 | | | | 60,000,000 | |
AG Direct Lending Fund II L.P. | | | 3/31/2020 | | | | 21,746,937 | |
Business Development Corp. Of America | | | 4/1/2020 | | | | 34,000,000 | |
Owl Rock Capital Technology Holdings LLC | | | 5/22/2020 | | | | 612,083 | |
Endurance II L.P. | | | 8/24/2020 | | | | 9,725,000 | |
Owl Rock Technology Finance Corp. | | | 9/24/2020 | | | | 23,202,587 | |
Middle Market Credit Fund II, LLC | | | 11/3/2020 | | | | 12,708,191 | |
HPS Mezzanine Partners 2019 LP | | | 11/16/2020 | | | | 6,041,717 | |
Silver Point Specialty Credit Fund II, L.P | | | 12/15/2020 | | | | 22,808,459 | |
BDCA Senior Loan Fund LLC | | | 1/20/2021 | | | | 43,562,000 | |
Varagon Capital Direct Lending | | | 3/25/2021 | | | | 10,000,000 | |
Ares Commercial Finance LP | | | 3/31/2021 | | | | 11,309,134 | |
Crescent Mezzanine Partners VIIC, L.P. | | | 3/31/2021 | | | | 6,203,310 | |
Providence Debt Fund III (Non-US) L.P. | | | 3/31/2021 | | | | 3,154,380 | |
Annaly Credit Opportunities Onshore Fund LP | | | 4/16/2021 | | | | 25,605,753 | |
Barings Private Credit | | | 5/10/2021 | | | | 450,000,000 | |
Barings Capital Investment Corporation | | | 1/25/2021 | | | | 25,000,000 | |
HPS SLF V Feeder LP | | | 5/14/2021 | | | | 7,525,000 | |
Marlin Credit Opportunity Fund LP | | | 5/21/2021 | | | | 12,623,105 | |
Thompson Rivers LLC | | | 6/29/2021 | | | | 20,000,000 | |
Waccamaw River LLC LP | | | 5/4/2021 | | | | 2,762,500 | |
See accompanying Notes to Consolidated Financial Statements.
25
Cliffwater Corporate Lending Fund
Consolidated Schedule of Forward Foreign Currency Exchange Contracts
As of June 30, 2021 (Unaudited)
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
Currency Sold | Counterparty | Currency Purchased | Settlement Date | | Currency Amount Sold | | | Value at Opening Date of Contract | | | Value at June 30, 2021 | | | Unrealized Appreciation (Depreciation) | |
British Pound | State Street | USD | August 04, 2021 | | | (860,794 | ) | | $ | (1,198,333 | ) | | $ | (1,190,838 | ) | | $ | 7,495 | |
British Pound | State Street | USD | September 15, 2021 | | | (7,489,749 | ) | | | (10,571,406 | ) | | | (10,362,416 | ) | | | 208,990 | |
British Pound | State Street | USD | September 30, 2021 | | | (27,256,851 | ) | | | (37,745,287 | ) | | | (37,717,138 | ) | | | 28,149 | |
British Pound | State Street | USD | November 04, 2021 | | | (1,970,875 | ) | | | (2,744,059 | ) | | | (2,727,569 | ) | | | 16,490 | |
British Pound | State Street | USD | November 10, 2021 | | | (1,732,348 | ) | | | (2,424,811 | ) | | | (2,397,514 | ) | | | 27,297 | |
British Pound | State Street | USD | August 11, 2022 | | | (218,601 | ) | | | (286,979 | ) | | | (302,830 | ) | | | (15,851 | ) |
Canadian Dollars | State Street | USD | August 26, 2021 | | | (10,031,641 | ) | | | (8,310,654 | ) | | | (8,092,396 | ) | | | 218,258 | |
Euro | State Street | USD | August 09, 2021 | | | (2,757,521 | ) | | | (3,333,650 | ) | | | (3,272,374 | ) | | | 61,276 | |
Euro | State Street | USD | August 10, 2021 | | | (843,118 | ) | | | (1,027,162 | ) | | | (1,000,557 | ) | | | 26,605 | |
Euro | State Street | USD | September 30, 2021 | | | (9,584,808 | ) | | | (11,427,200 | ) | | | (11,388,781 | ) | | | 38,419 | |
Norwegian Krone | State Street | USD | August 11, 2023 | | | (13,125,000 | ) | | | (1,451,399 | ) | | | (1,522,784 | ) | | | (71,385 | ) |
Swedish Krona | State Street | USD | August 11, 2022 | | | (11,192,758 | ) | | | (1,290,603 | ) | | | (1,313,924 | ) | | | (23,321 | ) |
Swedish Krona | State Street | USD | August 23, 2024 | | | (11,250,000 | ) | | | (1,279,529 | ) | | | (1,331,925 | ) | | | (52,396 | ) |
| | | | | | | | | | | | | | | | | | | |
TOTAL FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS | | | | | | $ | (83,091,072 | ) | | $ | (82,621,046 | ) | | $ | 470,026 | |
USD – U.S. Dollar
See accompanying Notes to Consolidated Financial Statements.
26
Cliffwater Corporate Lending Fund
Consolidated Summary of Investments
As of June 30, 2021 (Unaudited)
Security Type/Sector | | Percent of Total Net Assets | |
Senior Secured Loans | | | | |
Industrials | | | 18.0 | % |
Technology | | | 16.0 | % |
Health Care | | | 15.4 | % |
Consumer Discretionary | | | 9.4 | % |
Financials | | | 5.0 | % |
Materials | | | 3.7 | % |
Consumer Staples | | | 3.1 | % |
Communications | | | 2.3 | % |
Governments | | | 1.2 | % |
Utilities | | | 0.1 | % |
Energy | | | 0.0 | % |
Total Senior Secured Loans | | | 74.2 | % |
Private Investment Vehicles | | | | |
Non-Listed Business Development Companies | | | 27.8 | % |
Investment Partnerships | | | 8.0 | % |
Joint Ventures | | | 2.7 | % |
Special Purpose Vehicle for Senior Secured Bonds | | | 0.5 | % |
Private Equity | | | 0.3 | % |
Total Private Investment Vehicles | | | 39.3 | % |
Collateralized Loan Obligations | | | 10.9 | % |
Preferred Stocks | | | | |
Health Care | | | 0.8 | % |
Industrials | | | 0.1 | % |
Total Preferred Stocks | | | 0.9 | % |
Subordinated Debt | | | | |
Financials | | | 0.2 | % |
EQUIPMENT LEASES | | | 0.2 | % |
Common Stocks | | | | |
Financials | | | 0.2 | % |
Short-Term Investments | | | 0.7 | % |
Total Investments | | | 126.6 | % |
Liabilities in Excess of Other Assets | | | (26.6 | )% |
Total Net Assets | | | 100.0 | % |
See accompanying Notes to Consolidated Financial Statements.
27
Cliffwater Corporate Lending Fund
Consolidated Statement of Assets and Liabilities
June 30, 2021 (Unaudited)
Assets: | | | | |
Investments, at value (cost $2,277,287,130) | | $ | 2,714,427,533 | |
Joint ventures, at fair value (cost $56,270,191) | | | 60,231,000 | |
Foreign currency, at value (cost $343,040) | | | 342,325 | |
Unrealized appreciation on forward foreign currency exchange contracts | | | 632,979 | |
Cash | | | 15,849,475 | |
Receivables: | | | | |
Investment securities sold | | | 25,699,639 | |
Fund shares sold | | | 14,022,326 | |
Dividends and interest | | | 17,644,147 | |
Prepaid expenses | | | 5,812,066 | |
Total assets | | | 2,854,661,490 | |
| | | | |
Liabilities: | | | | |
Reverse repurchase agreements, at value (proceeds $13,549,000) | | | 13,549,000 | |
Unrealized depreciation on forward foreign currency exchange contracts | | | 162,953 | |
Due to Custodian | | | 2,168,759 | |
Payables: | | | | |
Secured revolving credit facility | | | 440,000,000 | |
Unfunded loan commitments | | | 205,661,259 | |
Investment securities purchased | | | (644,028 | ) |
Interest on secured revolving credit facility | | | 1,504,291 | |
Interest on reverse repurchase agreements | | | 3,506 | |
Investment Management fees | | | 411,201 | |
Sub-Advisory fees | | | 278,056 | |
Audit fees | | | 41,404 | |
Fund administration fees | | | 128,778 | |
Legal fees | | | 11,659 | |
Custody fees | | | 58,440 | |
Trustees’ fees and expenses | | | 122,301 | |
Transfer Agency fees and expenses | | | 11,047 | |
Fund accounting fees | | | 39,449 | |
Chief Compliance Officer fees | | | 6,875 | |
Other accrued expenses | | | 50,700 | |
Total liabilities | | | 663,565,650 | |
| | | | |
Net Assets | | $ | 2,191,095,840 | |
| | | | |
Components of Net Assets: | | | | |
Paid-in capital (par value of $0.001 per share with an unlimited number of shares authorized) | | $ | 2,156,542,077 | |
Total distributable earnings | | | 34,553,763 | |
Net Assets | | $ | 2,191,095,840 | |
| | | | |
Class I Shares: | | | | |
Net assets applicable to shares outstanding | | $ | 2,191,095,840 | |
Shares of beneficial interest issued and outstanding | | | 206,872,914 | |
Net asset value, offering, and redemption price per share | | $ | 10.59 | |
See accompanying Notes to Consolidated Financial Statements.
28
Cliffwater Corporate Lending Fund
Consolidated Statement of Operations
For the Six Months Ended June 30, 2021 (Unaudited)
Investment Income: | | | | |
Interest | | $ | 42,432,010 | |
Dividends | | | 2,324,847 | |
Distributions from investment partnerships | | | 5,985,503 | |
Distributions from joint venture investments | | | 1,372,941 | |
Miscellaneous income | | | 216,892 | |
Total investment income | | | 52,332,193 | |
| | | | |
Expenses: | | | | |
Investment management fees | | | 6,735,610 | |
Interest on secured revolving credit facility | | | 3,748,791 | |
Sub-advisory fees | | | 490,724 | |
Interest on reverse repurchase agreements | | | 119,802 | |
Legal fees | | | 309,088 | |
Fund administration fees | | | 522,512 | |
Fund accounting fees | | | 172,109 | |
Registration fees | | | 140,174 | |
Transfer agent fees and expenses | | | 116,771 | |
Custody fees | | | 105,947 | |
Audit fees | | | 58,552 | |
Trustees’ fees and expenses | | | 158,301 | |
Shareholder reporting fees | | | 107,594 | |
Chief Compliance Officer fees | | | 24,440 | |
Insurance fees | | | 17,446 | |
Miscellaneous expenses | | | 480,466 | |
Total fees and expenses | | | 13,308,327 | |
Recapture of previously waived and/or reimbursed expenses (Note 4) | | | 0 | |
Net expenses | | | 13,308,327 | |
Net investment income | | | 39,023,866 | |
| | | | |
Realized and Unrealized Gain (Loss): | | | | |
Net realized gain (loss) on: | | | | |
Investments | | | 1,379,412 | |
Forward foreign currency exchange contracts | | | (926,016 | ) |
Foreign currency transactions | | | (296,319 | ) |
Net realized gain | | | 157,077 | |
Net change in unrealized appreciation/depreciation on: | | | | |
Investments | | | 26,048,124 | |
Forward foreign currency exchange contracts | | | 1,039,526 | |
Foreign currency translations | | | (65,547 | ) |
Net change in unrealized appreciation/depreciation | | | 27,022,103 | |
Net realized and unrealized gain | | | 27,179,180 | |
| | | | |
Net Increase in Net Assets from Operations | | $ | 66,203,046 | |
See accompanying Notes to Consolidated Financial Statements.
29
Cliffwater Corporate Lending Fund
Consolidated Statements of Changes in Net Assets
| | For the Six Months Ended June 30, 2021 (Unaudited) | | | For the Year Ended December 31, 2020 | |
Net Increase in Net Assets from: | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 39,023,866 | | | $ | 28,277,087 | |
Net realized gain on investments, forward foreign currency exchange contracts and foreign currency transactions | | | 157,077 | | | | 492,246 | |
Net change in unrealized appreciation/depreciation on investments, forward foreign currency exchange contracts and foreign currency translations | | | 27,022,103 | | | | 12,737,906 | |
Net increase in net assets resulting from operations | | | 66,203,046 | | | | 41,507,239 | |
| | | | | | | | |
Distributions to shareholders: | | | | | | | | |
Distributions: | | | | | | | | |
Class I | | | (44,205,746 | ) | | | (31,818,077 | ) |
From return of capital: | | | | | | | | |
Class I | | | — | | | | (4,439,794 | ) |
Total | | | (44,205,746 | ) | | | (36,257,871 | ) |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Proceeds from shares sold: | | | | | | | | |
Class I | | | 1,448,589,151 | | | | 497,552,093 | |
Reinvestment of distributions: | | | | | | | | |
Class I | | | 11,521,253 | | | | 8,708,770 | |
Cost of shares repurchased: | | | | | | | | |
Class I | | | (35,903,805 | ) | | | (35,154,685 | ) |
Net increase in net assets from capital transactions | | | 1,424,206,599 | | | | 471,106,178 | |
| | | | | | | | |
Net increase in net assets | | | 1,446,203,899 | | | | 476,355,546 | |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of period | | | 744,891,941 | | | | 268,536,395 | |
End of period | | $ | 2,191,095,840 | | | $ | 744,891,941 | |
| | | | | | | | |
Capital Share Transactions: | | | | | | | | |
Shares sold: | | | | | | | | |
Class I | | | 137,205,584 | | | | 48,087,003 | |
Shares issued in reinvestment of distributions: | | | | | | | | |
Class I | | | 1,099,357 | | | | 849,428 | |
Shares redeemed: | | | | | | | | |
Class I | | | (3,376,397 | ) | | | (3,450,199 | ) |
Net increase in capital shares outstanding | | | 134,928,544 | | | | 45,486,232 | |
See accompanying Notes to Consolidated Financial Statements.
30
Cliffwater Corporate Lending Fund
Consolidated Statement of Cash Flows
For the Six Months Ended June 30, 2021 (Unaudited)
Cash flows provided by (used in) operating activities: | | | | |
Net increase in net assets from operations | | $ | 66,203,046 | |
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities: | | | | |
Purchases of investments | | | (2,228,081,794 | ) |
Sales of investments | | | 458,925,359 | |
Net accretion on investments | | | (1,146,831 | ) |
Net realized gain on investments | | | (1,379,412 | ) |
Net realized gain on paydowns | | | (1,480,135 | ) |
Net change in unrealized (appreciation)/depreciation | | | (27,087,650 | ) |
Return of capital distributions received | | | 4,056,163 | |
Original issue discount and amendment fees | | | 2,615,748 | |
Change in short-term investments, net | | | 4,267,107 | |
(Increase)/Decrease in assets: | | | | |
Foreign currency | | | (305,962 | ) |
Investment securities sold | | | (21,263,209 | ) |
Dividends and interest | | | (11,066,836 | ) |
Prepaid expenses | | | (2,763,440 | ) |
Increase/(Decrease) in liabilities: | | | | |
Investment securities purchased | | | (3,217,695 | ) |
Unfunded loan commitments | | | 149,103,759 | |
Investment Management fees | | | 391,517 | |
Sub-Advisory fees | | | 13,374 | |
Interest from reverse repurchase agreements | | | (2,585 | ) |
Interest payable on secured revolving credit facility | | | 1,331,781 | |
Audit fees | | | (59,596 | ) |
Legal fees | | | (40,696 | ) |
Fund administration fees | | | 66,806 | |
Trustees’ fees and expenses | | | 122,301 | |
Custody fees | | | 22,500 | |
Transfer Agency fees and expenses | | | (21,453 | ) |
Fund accounting fees | | | 21,403 | |
Chief Compliance Officer fees | | | 3,879 | |
Other accrued expenses | | | 567 | |
Net cash used in operating activities | | | (1,610,771,984 | ) |
See accompanying Notes to Consolidated Financial Statements.
31
Cliffwater Corporate Lending Fund
Consolidated Statement of Cash Flows
For the Six Months Ended June 30, 2021 (Unaudited) (Continued)
Cash flows provided by (used in) financing activities: | | | | |
Proceeds from shares sold, net of receivable for fund shares sold | | $ | 1,443,948,386 | |
Cost of shares repurchased | | | (35,903,805 | ) |
Distributions paid to shareholders, net of reinvestments | | | (32,684,493 | ) |
Proceeds from reverse repurchase agreements | | | 27,098,000 | |
Payments made on reverse repurchase agreements | | | (26,106,000 | ) |
Proceeds from secured revolving credit facility | | | 562,000,000 | |
Payments on secured revolving credit facility | | | (312,000,000 | ) |
Due to custodian | | | 321,919 | |
Net cash provided by financing activities | | | 1,626,674,007 | |
| | | | |
Net increase in cash | | | 15,902,023 | |
| | | | |
Cash | | | | |
Cash, beginning of period | | | 52,548 | |
Cash, end of period | | $ | 15,849,475 | |
Non cash financing activities not included herein consist of $11,521,253 of reinvested dividends.
Cash paid for interest on credit facility during the period was $2,229,685.
See accompanying Notes to Consolidated Financial Statements.
32
Cliffwater Corporate Lending Fund
Consolidated Financial Highlights
Class I
Per share operating performance.
For a capital share outstanding throughout the period.
| | For the Six Months Ended June 30, 2021 (Unaudited) | | | For the Year Ended December 31, 2020 | | | For the Period March 6, 2019* through December 31, 2019 | |
Net asset value, beginning of period | | $ | 10.35 | | | $ | 10.15 | | | $ | 10.00 | |
Income from Investment Operations: | | | | | | | | | | | | |
Net investment income1 | | | 0.30 | | | | 0.72 | | | | 0.34 | |
Net realized and unrealized gain (loss) on investments2 | | | 0.22 | | | | 0.19 | | | | (0.04 | ) |
Total income from investment operations | | | 0.52 | | | | 0.91 | | | | 0.30 | |
| | | | | | | | | | | | |
Less Distributions to shareholders: | | | | | | | | | | | | |
From net investment income | | | (0.28 | ) | | | (0.62 | ) | | | (0.15 | ) |
From return of capital | | | | | | | (0.09 | ) | | | — | |
From net realized gain | | | — | | | | — | 3 | | | — | 3 |
Total Distributions to shareholders | | | (0.28 | ) | | | (0.71 | ) | | | (0.15 | ) |
| | | | | | | | | | | | |
Net asset value, end of period | | $ | 10.59 | | | $ | 10.35 | | | $ | 10.15 | |
| | | | | | | | | | | | |
Total return4 | | | 5.51 | %5 | | | 9.25 | % | | | 3.05 | %5 |
| | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 2,191,096 | | | $ | 744,892 | | | $ | 268,536 | |
| | | | | | | | | | | | |
Ratio of expenses to average net assets (excluding interest expense): | | | | | | | | | | | | |
Before fees waived | | | 1.40 | %6 | | | 1.80 | % | | | 2.25 | %6 |
After fees waived | | | 1.40 | %6 | | | 1.80 | % | | | 1.78 | %6 |
Ratio of net investment income to average net assets (excluding interest expense): | | | | | | | | | | | | |
Before fees waived | | | 6.36 | %6 | | | 7.67 | % | | | 3.58 | %6 |
After fees waived | | | 6.36 | %6 | | | 7.67 | % | | | 4.05 | %6 |
| | | | | | | | | | | | |
Ratio of expenses to average net assets (including interest expense): | | | | | | | | | | | | |
Before fees waived | | | 1.97 | %6 | | | 2.43 | % | | | 2.28 | %6 |
After fees waived | | | 1.97 | %6 | | | 2.43 | % | | | 1.81 | %6 |
Ratio of net investment income to average net assets (including interest expense): | | | | | | | | | | | | |
Before fees waived | | | 5.78 | %6 | | | 7.04 | % | | | 3.55 | %6 |
After fees waived | | | 5.78 | %6 | | | 7.04 | % | | | 4.02 | %6 |
See accompanying Notes to Consolidated Financial Statements.
33
Cliffwater Corporate Lending Fund
Consolidated Financial Highlights
Class I (Continued)
| | For the Six Months Ended June 30, 2021 (Unaudited) | | | For the Year Ended December 31, 2020 | | | For the Period March 6, 2019* through December 31, 2019 | |
Senior Securities | | | | | | | | | | | | |
Total Amount Outstanding exclusive of Treasury Securities | | | | | | | | | | | | |
Reverse Repurchase Agreements7 | | $ | 13,549,000 | | | $ | 12,557,000 | | | $ | 6,034,000 | |
Borrowings-Credit Facility Agreement7 | | | 440,000,000 | | | | 190,000,000 | | | | — | |
Asset Coverage Per $1,000 of Borrowings | | | | | | | | | | | | |
Reverse Repurchase Agreements7 | | | 162,716 | | | | 60,321 | | | | 45,504 | |
Borrowings-Credit Facility Agreement7 | | | 5,980 | | | | 4,916 | | | | — | |
| | | | | | | | | | | | |
Portfolio turnover rate | | | 27 | %5 | | | 29 | % | | | 15 | %5 |
* | Commencement of operations. |
1 | Based on average daily shares outstanding for the period. |
2 | Realized and unrealized gains and losses per share are balancing amounts necessary to reconcile the change in net asset value per share with the other per share information presented. |
3 | Amount represents less than $0.01 per share. |
4 | Total returns would have been lower had expenses not been waived by the Investment Manager. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the repurchase of Fund shares. |
7 | As a result of the Fund having earmarked or segregated securities to collateralize the transactions or otherwise having covered the transactions, in accordance with releases and interpretive letters issued by the Securities and Exchange Commission (the “SEC”), the Fund does not treat its obligations under such transactions as senior securities representing indebtedness for purposes of the Investment Company Act. |
See accompanying Notes to Consolidated Financial Statements.
34
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited)
1. Organization
The Cliffwater Corporate Lending Fund (the “Fund”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company operating as an interval fund. The Fund operates under an Agreement and Declaration of Trust dated March 21, 2018 (the “Declaration of Trust”). Cliffwater LLC serves as the investment adviser (the “Investment Manager”) of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund commenced operations on March 6, 2019.
The SEC has granted the Fund exemptive relief permitting the Fund to offer multiple classes of shares. The Fund’s Registration Statement allows it to offer two classes of shares, Class A Shares and Class I Shares. Only Class I shares have been issued as of June 30, 2021.
The Fund’s primary investment objective is to seek consistent current income, while the Fund’s secondary objective is capital preservation. Under normal market conditions, the Fund seeks to achieve its investment objectives by investing at least 80% of its assets (net assets, plus any borrowings for investment purposes) in loans to companies (“corporate loans”). The Fund’s corporate loan investments are made through a combination of: (i) investing in loans to companies that are originated directly by a non-bank lender (for example, traditional direct lenders include insurance companies, business development companies, asset management firms (on behalf of their investors), and specialty finance companies) (“direct loans”); (ii) investing in notes or other pass-through obligations representing the right to receive the principal and interest payments on a direct loan (or fractional portions thereof); (iii) purchasing asset-backed securities representing ownership or participation in a pool of direct loans; (iv) investing in companies and/or private investment funds (private funds that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) or 3(c)(7) of the Investment Company Act) that primarily hold direct loans (the foregoing investments listed in clauses (i) through (iv) are collectively referred to herein as the “Direct Loan Instruments”); (v) investments in high yield securities, including securities representing ownership or participation in a pool of such securities; and (vi) investments in bank loans including securities representing ownership or participation in a pool of such loans. The Fund may focus its investment strategy on, and its portfolio of investments may be focused in, a subset of one or more of these types of investments. The Fund’s investments in hedge funds and private equity funds that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) and 3(c)(7) of the Investment Company Act will be limited to no more than 15% of the Fund’s assets. Most direct loans are not rated by any rating agency, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to issuers of direct loans may generally be less extensive than that available for issuers of registered or exchange listed securities. If they were rated, direct loans likely would be rated as below investment grade quality, often referred to as “junk” loans.
2. Significant Accounting Policies
Basis of Preparation and Use of Estimates
The Fund is an investment company and follows the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.
Consolidation of a Subsidiary
On February 3, 2020, CCLF SPV LLC (“CCLF SPV”) was formed as a limited liability company, and it is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund include the accounts of CCLF SPV. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of June 30, 2021 net assets of the CCLF SPV LLC were $790,260,374, or approximately 36.07% of the Fund’s total net assets.
35
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
On April 15, 2021, MC-CW Holdings, LLC (“CCLF MCCW”) was formed as a limited liability company, and it is a wholly owned subsidiary of CCLF SPV. The consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund include the accounts of CCLF MCCW. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of June 30, 2021 net assets of the CCLF MCCW were $11,005,266, or approximately 0.50% of the Fund’s total net assets.
On May 25, 2021, CCLF Holdings LLC (“CCLF HOLD”) was formed as a limited liability company, and it is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund include the accounts of CCLF HOLD. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund.
Investment Transactions and Related Investment Income
Investment transactions are accounted for on a trade-date basis. However, for daily NAV determination, portfolio securities transactions are reflected no later than in the first calculation on the first business day following trade date. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium, accretion of discount and loan origination fees using the effective interest method over the respective term of the loan. Upon the prepayment of a loan or security, any unamortized loan origination fees, original issue discount and market discount are recorded as interest income. The Fund records prepayment premiums as interest income when it receives such amounts.
Interest income from investments in the “equity” class of collateralized loan obligation (“CLO”) funds will be recorded based upon an estimate of an effective yield to expected maturity utilizing assumed cash flows in accordance with FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets. Effective yields for the CLO equity positions are updated generally once a quarter or on a transaction such as an add-on purchase, refinancing or reset. The estimated yield and investment cost may ultimately not be realized.
Realized gains and losses on investment transactions are determined using cost calculated on a specific identification basis. Paydown gains and losses are recorded as an adjustment to interest income in the consolidated Statement of Operations. Dividends are recorded on the ex-dividend date. Distributions from private investments that represent returns of capital in excess of cumulative profits and losses are credited to investment cost rather than investment income.
Federal Income Taxes
The Fund intends to continue to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. As so qualified, the Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and capital gains to shareholders. Therefore, no federal income tax provision is required. Management of the Fund is required to determine whether a tax position taken by the Fund is more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. Based on its analysis, there were no tax positions identified by management of the Fund that did not meet the “more likely than not” standard as of June 30, 2021.
Distributions to Shareholders
Distributions are paid at least quarterly on the Shares in amounts representing substantially all of the Fund’s net investment income, if any, earned each year. The Fund determines annually whether to distribute any net realized long-term capital gains in excess of net realized short-term capital losses (including capital loss carryover); however, it may distribute any excess annually to its shareholders.
The exact amount of distributable income for each fiscal year can only be determined at the end of the Fund’s fiscal year, December 31. Under Section 19 of the Investment Company Act, the Fund is required to indicate the sources of certain distributions to shareholders. The estimated distribution composition may vary from quarter to quarter because it may be materially impacted by future income, expenses and realized gains and losses on securities and fluctuations in the value of the currencies in which Fund assets are denominated.
36
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Foreign Currency Translation
The Fund’s records are maintained in U.S. dollars. The value of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the reporting period. The currencies are translated into U.S. dollars by using the exchange rates quoted at the close of the London Stock Exchange prior to when the Fund’s NAV is next determined. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions.
The Fund does not isolate that portion of their net realized and unrealized gains and losses on investments resulting from changes in foreign exchange rates from the impact arising from changes in market prices. Such fluctuations are included with net realized and unrealized gain or loss from investments and foreign currency.
Net realized foreign currency transaction gains and losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the differences between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency translation gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rates.
Forward Foreign Currency Exchange Contracts
The Fund may utilize forward foreign currency exchange contracts (“forward contracts”) under which they are obligated to exchange currencies on specified future dates at specified rates, and are subject to the translations of foreign exchange rates fluctuations. All contracts are “marked-to-market” daily and any resulting unrealized gains or losses are recorded as unrealized appreciation or depreciation on foreign currency translations. The Fund records realized gains or losses at the time the forward contract is settled. Counter-parties to these forward contracts are major U.S. financial institutions. As of June 30, 2021, the Fund had thirteen outstanding forward currency contracts sold short.
Collateralized Loan Obligations and Collateralized Debt Obligations
The Fund may invest in CLOs and Collateralized Debt Obligations (“CDOs”). CLOs and CDOs are created by the grouping of certain private loans and other lender assets/collateral into pools. A sponsoring organization establishes a special purpose vehicle to hold the assets/collateral and issue securities. Interests in these pools are sold as individual securities. Payments of principal and interest are passed through to investors and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guaranty or senior/subordination. Payments from the asset pools may be divided into several different tranches of debt securities, offering investors various maturity and credit risk characteristics. Some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating.
CLOs and CDOs are typically privately offered and sold, and thus, are not registered under the securities laws, which means less information about the security may be available as compared to publicly offered securities and only certain institutions may buy and sell them. As a result, investments in CLOs and CDOs may be characterized by the Fund as illiquid securities. An active dealer market may exist for CLOs and CDOs that can be resold in Rule 144A transactions, but there can be no assurance that such a market will exist or will be active enough for the Fund to sell such securities.
Warehouse Investments
The Fund may invest in Warehouse investments (“Warehouses”), which are financing structures created prior to and in anticipation of CLO or CDO closings and issuing securities and are intended to aggregate direct loans, corporate loans and/or other debt obligations that may be used to form the basis of CLO or CDO vehicles. To finance the acquisition of a Warehouse’s assets, a financing facility (a “Warehouse Facility”) is often opened by (i) the entity or affiliates of the entity that will become the collateral manager of the CLO or CDO upon its closing and/or (ii) third-party investors that may or may not invest in the CLO or CDO. The period from the date that a Warehouse is opened and asset accumulation begins to the date that the CLO or CDO closes is commonly referred to as the “warehousing period.” In practice, investments in Warehouses are structured in a variety of legal forms, including subscriptions for equity interests or subordinated debt investments in special purpose vehicles that obtain a Warehouse Facility secured by the assets acquired in anticipation of a CLO or CDO closing.
37
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
The Warehouse investments represent leveraged investments in the underlying assets of a Warehouse. Therefore, the value of a Warehouse investment is often affected by, among other things, (i) changes in the market value of the underlying assets of the Warehouse; (ii) distributions, defaults, recoveries, capital gains, capital losses and prepayments on the underlying assets of the Warehouse; and (iii) the prices, interest rates and availability of eligible assets for reinvestment. Due to the leveraged nature of a Warehouse investment, a significant portion (and in some circumstances all) of the Warehouse investments made by the Fund may not be repaid.
Participations and Assignments
The Fund may acquire interests in loans either directly (by way of original issuance, sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the institution selling the participation.
Commitments and Contingencies
Commercial loans purchased by the Fund (whether through participations or as a lender of record) may be structured to include both term loans, which are generally fully funded at the time of investment, and unfunded loan commitments, which are contractual obligations for future funding. Unfunded loan commitments may include revolving credit facilities and delayed draw term loans, which may obligate the Fund to supply additional cash to the borrower on demand, representing a potential financial obligation by the Fund in the future. The Fund may receive a commitment fee based on the undrawn portion of such unfunded loan commitments. The commitment fee is typically set as a percentage of the commitment amount. Commitment fees are processed as income when received and are part of the interest income in the Statement of Operations. As of June 30, 2021, the Fund received $281,577 in commitment fees. As of June 30, 2021, the Fund had the following unfunded loan commitments as noted in the consolidated Schedule of Investments with a total principal amount of $205,661,259 reflected as unfunded loan commitments within the consolidated Statement of Assets and Liabilities.
Borrower | Type | | Principal Amount | | | Value | |
Advanced Dermatology and Cosmetic Surgery | Delayed Draw | | $ | 2,892,562 | | | $ | 2,863,636 | |
Apex Service Partners | Delayed Draw | | | 435,189 | | | | 428,705 | |
Applied Technical Services | Delayed Draw | | | 2,272,727 | | | | 2,272,727 | |
Applied Technical Services | Revolver | | | 909,091 | | | | 899,455 | |
AWT Merger Sub, Inc. | Delayed Draw | | | 2,500,000 | | | | 2,475,000 | |
AWT Merger Sub, Inc. | Revolver | | | 892,857 | | | | 883,929 | |
Barracuda Dental LLC | Delayed Draw | | | 919,540 | | | | 908,046 | |
Barracuda Dental LLC | Revolver | | | 781,609 | | | | 768,991 | |
BCPE North Star US Holdings Co. | Delayed Draw | | | 2,210,526 | | | | 2,210,526 | |
Beacon Mobility | Delayed Draw | | | 9,948,600 | | | | 9,749,628 | |
Bendon | Revolver | | | 1,800,000 | | | | 1,782,000 | |
CC SAG Acquisition Corp. | Delayed Draw | | | 3,496,504 | | | | 3,470,280 | |
CC SAG Acquisition Corp. | Delayed Draw | | | 1,748,252 | | | | 1,735,140 | |
CC SAG Acquisition Corp. | Revolver | | | 699,301 | | | | 688,811 | |
38
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
Classic Collision | Delayed Draw | | $ | 18,617,021 | | | $ | 18,430,851 | |
Classic Collision | Revolver | | | 1,382,979 | | | | 1,355,319 | |
Cleo Communications Holding, LLC | Revolver | | | 2,140,000 | | | | 2,118,600 | |
Clubessential LLC | Revolver | | | 585,645 | | | | 576,860 | |
CommentSold, Inc. | Revolver | | | 454,545 | | | | 447,727 | |
Connect America.com, LLC | Revolver | | | 672,304 | | | | 658,858 | |
Connectwise, LLC. | Revolver | | | 331,858 | | | | 331,858 | |
Consolidated Label Co. | Revolver | | | 1,339,286 | | | | 1,325,893 | |
Consolidated Label Co. | Revolver | | | 578,516 | | | | 572,731 | |
Continental Acquisition Holdings, Inc. | Delayed Draw | | | 2,678,571 | | | | 2,708,571 | |
CORA Health Holdings Corp. | Delayed Draw | | | 5,401,846 | | | | 5,374,837 | |
CORA Health Holdings Corp. | Revolver | | | 769,231 | | | | 761,538 | |
D4C Dental Brands, Inc. | Delayed Draw | | | 251,220 | | | | 247,928 | |
D4C Dental Brands, Inc. | Revolver | | | 714,286 | | | | 700,902 | |
DataLink, LLC | Delayed Draw | | | 1,185,484 | | | | 1,173,629 | |
DataLink, LLC | Revolver | | | 846,774 | | | | 838,306 | |
DCA Holdings LLC | Delayed Draw | | | 3,954,802 | | | | 3,925,141 | |
Diligent Corporation | Delayed Draw | | | 1,600,000 | | | | 1,584,000 | |
Fleetwash, Inc. | Delayed Draw | | | 224,947 | | | | 224,384 | |
GOVDELIVERY Holdings, LLC | Delayed Draw | | | 8,657,069 | | | | 8,725,902 | |
GOVDELIVERY Holdings, LLC | Revolver | | | 536,402 | | | | 537,099 | |
Hawkeye AcquisitionCo, LLC | Delayed Draw | | | 3,017,143 | | | | 2,986,971 | |
Hawkeye AcquisitionCo, LLC | Revolver | | | 500,000 | | | | 495,000 | |
IMIA Holdings, Inc. | Revolver | | | 1,027,397 | | | | 1,006,849 | |
Insightsoftware | Delayed Draw | | | 4,250,000 | | | | 4,237,781 | |
insightsoftware | Revolver | | | 185,493 | | | | 185,438 | |
Integrated Oncology Network, LLC | Revolver | | | 83,957 | | | | 82,907 | |
Isaac Heating & Air Conditioning | Delayed Draw | | | 4,736,842 | | | | 4,713,158 | |
Isaac Heating & Air Conditioning | Revolver | | | 1,736,842 | | | | 1,719,474 | |
ISS Compressors Industries, Inc. | Revolver | | | 416,667 | | | | 388,709 | |
JTM Foods, LLC | Delayed Draw | | | 1,158,366 | | | | 1,152,574 | |
JTM Foods, LLC | Revolver | | | 895,355 | | | | 886,402 | |
Keystone Agency | Delayed Draw | | | 9,039,474 | | | | 8,949,079 | |
Komline-Sanderson Goup Inc | Delayed Draw | | | 5,875,000 | | | | 5,827,260 | |
Komline-Sanderson Goup Inc | Revolver | | | 1,367,188 | | | | 1,353,516 | |
Len the Plumber, LLC | Delayed Draw | | | 5,175,821 | | | | 5,142,783 | |
LMG Holdings, Inc. | Revolver | | | 285,714 | | | | 282,857 | |
39
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
LOC Performance Products | Revolver | | $ | 1,875,000 | | | $ | 1,846,875 | |
Marquee Dental | Delayed Draw | | | 1,481,657 | | | | 1,447,691 | |
MBS Holdings, Inc. | Revolver | | | 1,271,186 | | | | 1,258,475 | |
MedMark Services | Delayed Draw | | | 2,000,000 | | | | 1,980,000 | |
New Era Technology | Delayed Draw | | | 1,854,667 | | | | 1,817,574 | |
New Era Technology | Revolver | | | 228,033 | | | | 223,472 | |
NL1 ACQUIRECO | Delayed Draw | | | 3,612,143 | | | | 2,892,104 | |
NL1 ACQUIRECO | Revolver | | | 988,553 | | | | 785,515 | |
Obagi Cosmeceuticals | Revolver | | | 2,500,000 | | | | 2,450,000 | |
Olympic Buyer, Inc. | Revolver | | | 1,960,784 | | | | 1,921,569 | |
PCS Software | Revolver | | | 206,104 | | | | 206,104 | |
PCX Aerosystems | Delayed Draw | | | 3,125,000 | | | | 3,109,375 | |
PCX Aerosystems | Revolver | | | 625,000 | | | | 618,750 | |
Pediatric Therapy Services, LLC | Delayed Draw | | | 87,594 | | | | 86,718 | |
Pegasus Global Enterprise Holdings, LLC | Delayed Draw | | | 1,944,167 | | | | 1,910,144 | |
Pentech Holdings, Inc. | Revolver | | | 892,857 | | | | 888,737 | |
Pinnacle Dermatology Management, LLC | Delayed Draw | | | 3,674,274 | | | | 3,637,531 | |
Pinnacle Dermatology Management, LLC | Revolver | | | 346,797 | | | | 343,329 | |
Pinnacle Treatment Centers, Inc. | Delayed Draw | | | 228,571 | | | | 228,571 | |
Pinnacle Treatment Centers, Inc. | Revolver | | | 285,714 | | | | 285,714 | |
Pool & Electrical Products, LLC | Revolver | | | 2,535,879 | | | | 2,510,520 | |
Purfoods, LLC | Delayed Draw | | | 1,500,000 | | | | 1,485,000 | |
Radwell International, LLC | Revolver | | | 1,193,517 | | | | 1,179,195 | |
RCS Industrials Senior Secured Loan | Revolver | | | 285,714 | | | | 284,286 | |
RCS Industrials Senior Secured Loan | Delayed Draw | | | 125,000 | | | | 124,375 | |
RCS Industrials Senior Secured Loan | Revolver | | | 138,889 | | | | 138,194 | |
Regent Holding Company, LLC | Revolver | | | 2,018,797 | | | | 1,983,468 | |
Sonny`s Enterprises, LLC | Revolver | | | 640,244 | | | | 640,244 | |
Spartronics LLC | Revolver | | | 2,558,824 | | | | 2,539,632 | |
Spear Education, LLC | Delayed Draw | | | 1,562,500 | | | | 1,562,500 | |
The PromptCare Companies, Inc. | Delayed Draw | | | 86,496 | | | | 86,496 | |
The PromptCare Companies, Inc. | Revolver | | | 644,801 | | | | 644,801 | |
The Smilist Company | Delayed Draw | | | 2,095,342 | | | | 2,085,386 | |
The Smilist Company | Revolver | | | 582,039 | | | | 577,057 | |
Transtar | Delayed Draw | | | 1,448,276 | | | | 1,433,793 | |
Trident Maritime Systems, Inc. | Revolver | | | 1,222,222 | | | | 1,200,833 | |
Troy Gastro | Delayed Draw | | | 2,561,576 | | | | 2,542,108 | |
40
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
Troy Gastro | Revolver | | $ | 591,133 | | | $ | 586,640 | |
Uniguest | Delayed Draw | | | 2,947,368 | | | | 2,886,241 | |
Uniguest | Revolver | | | 526,316 | | | | 512,632 | |
USME Holdings LLC | Delayed Draw | | | 743,478 | | | | 741,620 | |
USME Holdings LLC | Revolver | | | 936,232 | | | | 929,210 | |
V Global Holdings LLC | Revolver | | | 749,618 | | | | 743,996 | |
Vector | Delayed Draw | | | 15,000,000 | | | | 14,850,000 | |
Vital Care Buyer, LLC | Revolver | | | 1,777,778 | | | | 1,777,778 | |
Zavation Medical Products, LLC | First Lien Term Loan | | | 1,621,622 | | | | 1,605,405 | |
ZBS Alliance Animal Health, LLC | Delayed Draw | | | 6,198,694 | | | | 6,074,720 | |
| | | $ | 205,661,259 | | | $ | 202,832,944 | |
Valuation of Investments
The Fund’s Valuation Committee (“Valuation Committee”) oversees the valuation of the Fund’s investments on behalf of the Fund. The Board of Trustees of the Fund (the “Board”) has approved the valuation policy and procedures for the Fund (the “Valuation Procedures”). Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on a day the Fund will calculate its net asset value as of the close of business on each day that the New York Stock Exchange is open for business and at such other times as the Board shall determine (each a “Determination Date” or at approximately 4:00 pm U.S. Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the Determination Date, the mean between the closing bid and asked prices and if no asked price is available, at the bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price (which is the last trade price at or before 4:00:02 p.m. U.S. Eastern Time adjusted up to NASDAQ’s best offer price if the last trade price is below such bid and down to NASDAQ’s best offer price if the last trade is above such offer price) will be used.
Fixed income securities (including corporate bonds and senior secured loans) with a remaining maturity of 60 days or more for which accurate market quotations are readily available will normally be valued according to dealer supplied mean quotations or mean quotations from a recognized pricing service. The independent pricing agents may employ methodologies that utilize actual market transactions (if the security is actively traded), broker-dealer supplied valuations, or matrix pricing. Matrix pricing determines a security’s value by taking into account such factors as security prices, yields, maturities, call features, ratings and developments relating to comparable securities. Debt obligations with remaining maturities of sixty days or less when originally acquired will be valued at their amortized cost, which approximates fair market value.
Certain senior secured loans are valued using unobservable pricing inputs received from the Fund’s sub-advisers (the “Sub-Advisers”). The Investment Manager will continuously monitor the valuations of Fund investments provided by the Sub-Advisers and review any material concerns with the Valuation Committee. The Investment Manager may conclude, however, in certain circumstances, that a fair valuation provided by a Sub-Adviser does not represent the fair value of a Fund investment and is not indicative of what actual fair value would be in an active, liquid or established market. In those circumstances, the Fund might value such investment at a discount or a premium to the value it receives from the Sub-Adviser, in accordance with the Fund’s Valuation Procedures. Any such decision would be made in good faith, and subject to the review and supervision of the Valuation Committee. The Board will consider, no less frequently than quarterly, all relevant information and the reliability of pricing information provided by the Sub-Advisers. Additionally, the values of the Fund’s direct loan investments are adjusted daily based on the estimated total return that the asset will generate during the current quarter. The Investment Manager, Sub-Advisers and the Valuation Committee monitor these estimates regularly and update them as necessary if macro or individual changes warrant any adjustments. At the end of the quarter, each direct loan’s value is adjusted based on the actual income and appreciation or depreciation realized by such loan when its quarterly valuations and income are reported. This information is updated as soon as the information becomes available.
41
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
CLOs are not traded on a national securities exchange and instead are valued utilizing a market approach. The market approach is a method of determining the valuation of a security based on the selling price of similar securities. The types of factors that may be taken into account in pricing CLOs include: the yield of similar CLOs where pricing is available in the market; the riskiness of the underlying pool of loans; features of the CLO, including weighted average life test, liability pricing, management fees, covenant cushions, weighted average spread of underlying loans and net asset value.
Redeemable securities issued by open-end registered investment companies are valued at the investment company’s applicable net asset value as reported by such companies, with the exception of exchange-traded open-end registered investment companies which are priced in accordance with the first paragraph within this valuation of investments section.
The Fund may invest in interests or shares in private investment companies and/or funds (“Private Investment Funds”) where the net asset value is calculated and reported by respective unaffiliated investment managers on a monthly or quarterly basis. Unless the Investment Manager is aware of information that a value reported to the Fund by a portfolio, underlying manager, or administrator does not accurately reflect the value of the Fund’s interest in that Private Investment Fund, the Investment Manager will use the net asset value provided by the Private Investment Funds as a practical expedient to estimate the fair value of such interests.
Reverse Repurchase Agreements
In a reverse repurchase agreement, the Fund delivers a security in exchange for cash to a financial institution, the counterparty, with a simultaneous agreement to repurchase the same or substantially the same security at an agreed upon price and date. In an open maturity reverse repurchase agreement, there is no pre-determined repurchase date and the agreement can be terminated by the Fund or counterparty at any time. The Fund is entitled to receive principal and interest payments, if any, made on the security delivered to the counterparty during the term of the agreement. Cash received in exchange for securities delivered and accrued interest payments to be made by the Fund to counterparties are reflected as liabilities on the consolidated Statement of Assets and Liabilities. Interest payments made by the Fund to counterparties are recorded as interest from reverse repurchase agreements on the consolidated Statement of Operations. In periods of increased demand for the security, the Fund may receive a fee for use of the security by the counterparty, which may result in interest income to the Fund. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. Reverse repurchase agreements involve leverage risk and also the risk that the market value of the securities to be repurchased may decline below the repurchase price.
Master Repurchase Agreements and Global Master Repurchase Agreements (individually and collectively “Master Repo Agreements”) govern repurchase, reverse repurchase, and certain sale-buyback transactions between the Fund and select counterparties. Master Repo Agreements maintain provisions for, among other things, initiation, income payments, events of default, and maintenance of collateral. The value of transactions under the Master Repo Agreement, collateral pledged or received, and the net exposure by counterparty as of period end are disclosed in the consolidated Schedule of Investments and footnote 32 thereto. For the six months ended June 30, 2021, the average balance outstanding and weighted average interest rate were $13,051,260 and 1.86%, respectively.
| | 2021 | |
| | Remaining Contractual Maturity of the Agreements | |
Reverse Repurchase Agreements | | Overnight and Continuous | | | Up to 30 days | | | 30–90 days | | | Greater Than 90 days | | | Total | |
Collateralized Loan Obligations | | $ | — | | | $ | — | | | $ | 13,549,000 | | | $ | — | | | $ | 13,549,000 | |
Total | | $ | — | | | $ | — | | | $ | 13,549,000 | | | $ | — | | | $ | 13,549,000 | |
Repurchase Offers
The Fund is a closed-end investment company structured as an interval fund and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at per-class NAV, of not less than 5% of the Fund’s outstanding Shares on the repurchase request deadline. The Fund will offer to purchase only a small portion of its Shares each quarter, and there is no
42
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
guarantee that shareholders will be able to sell all of the Shares that they desire to sell in any particular repurchase offer. Under current regulations, such offers must be for not less than 5% nor more than 25% of the Fund’s Shares outstanding on the repurchase request deadline. If a repurchase offer is oversubscribed, the Fund may repurchase only a pro rata portion of the Shares tendered by each shareholder. The potential for proration may cause some investors to tender more Shares for repurchase than they wish to have repurchased or result in investors being unable to liquidate all or a given percentage of their investment during in the particular repurchase offer.
Borrowing, Use of Leverage
On March 12, 2020, the Fund’s wholly owned subsidiary, CCLF SPV LLC (“CCLF SPV”), entered into a secured revolving credit facility (the “Facility”), pursuant to a Loan and Servicing Agreement with Massachusetts Mutual Life Insurance Company as the initial lender and other lenders from time to time as parties thereto (the “Lenders”), the Fund, Cortland Capital Market Services LLC as the Administrative Agent and Collateral Custodian and other parties. As of May 6, 2021, the Facility provides for borrowings on a committed basis in an aggregate principal amount up to $750,000,000, which amount may be increased from time to time upon mutual agreement by the Lenders and CCLF SPV secured by the Fund’s equity interest in CCLF SPV and by CCLF SPV’s assets. In connection with the Facility, CCLF SPV has made certain customary representations and warranties and is required to comply with various customary covenants, reporting requirements and other requirements. The Facility contains events of default customary for similar financing transactions, including: (i) the failure to make principal, interest or other payments when due after the applicable grace period; (ii) the insolvency or bankruptcy of CCLF SPV or the Fund; (iii) a change of control of CCLF SPV; or (iv) a change of management of the Fund. Upon the occurrence and during the continuation of an event of default, the Lenders may declare the outstanding advances and all other obligations under the Facility immediately due and payable. For the six months ended June 30, 2021, the average balance outstanding and weighted average interest rate were $280,386,740 and 2.70%, respectively.
Certain Fund investments are held by this special purpose vehicle (“SPV”). The use of leverage increases both risk of loss and profit potential. The Fund is subject to the Investment Company Act requirement that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed (including through one or more SPVs that are wholly-owned subsidiaries of the Fund), measured at the time the investment company incurs the indebtedness. This means that at any given time the value of the Fund’s total indebtedness may not exceed one-third the value of its total assets (including such indebtedness). The interests of persons with whom the Fund (or SPVs that are wholly-owned subsidiaries of the Fund) enters into leverage arrangements will not necessarily be aligned with the interests of the Fund’s shareholders and such persons will have claims on the Fund’s assets that are senior to those of the Fund’s shareholders. In addition to the risks created by the Fund’s use of leverage, the Fund is subject to the additional risk that it would be unable to timely, or at all, obtain leverage borrowing. The Fund might also be required to de-leverage, selling securities at a potentially inopportune time and incurring tax consequences. Further, the Fund’s ability to generate income from the use of leverage would be adversely affected.
3. Principal Risks
Non-Diversified Status
The Fund is a “non-diversified” management investment company. Thus, there are no percentage limitations imposed by the Investment Company Act on the Fund’s assets that may be invested, directly or indirectly, in the securities of any one issuer. Consequently, if one or more securities are allocated a relatively large percentage of the Fund’s assets, losses suffered by such securities could result in a higher reduction in the Fund’s capital than if such capital had been more proportionately allocated among a larger number of securities. The Fund may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company.
Multi-Manager Risk
Fund performance is dependent upon the success of the Investment Manager and the Sub-Advisers in implementing the Fund’s investment strategies in pursuit of its investment objectives. To a significant extent, the Fund’s performance will depend on the success of the Investment Manager’s methodology in allocating the Fund’s assets to the Sub-Advisers and its selection and oversight of the Sub-Advisers. The Sub-Advisers selected by the Investment Manager may underperform the market generally or other sub-advisers that could have been selected for the Fund. The Sub-Advisers’ investment styles may
43
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
3. Principal Risks (continued)
not always be complementary, which could adversely affect the performance of the Fund. In addition, the Sub-Advisers and Investment Manager invest independently of each other and may pursue investment strategies that “compete” with each other for investment opportunities, which could have the result of increasing an investment’s cost.
LIBOR Risk
LIBOR is used extensively in the U.S. and globally as a “benchmark” or “reference rate” for various commercial and financial contracts, including corporate and municipal bonds, bank loans, asset-backed and mortgage-related securities, interest rate swaps and other derivatives. Instruments in which the Fund invests may pay interest at floating rates based on LIBOR or may be subject to interest caps or floors based on LIBOR. The Fund and issuers of instruments in which the Fund invests may also obtain financing at floating rates based on LIBOR. The underlying collateral of CLOs in which the Fund invests may pay interest at floating rates based on LIBOR.
Since 2017, the UK’s Financial Conduct Authority has been working towards the cessation of LIBOR at the end of December 2021. On March 5, 2021, a statement was issued confirming that LIBOR will either cease to be published or will no longer be deemed representative after the following dates: December 31, 2021 for all non-U.S. LIBOR settings (e.g., EUR, GBP, CHF, JPY) and for the lesser-used USD LIBOR settings (e., 1 week and 2 months) and June 30, 2023 for remaining USD LIBOR settings (overnight and 1-, 3-, 6- and 12-month).
Regulators and industry working groups have suggested numerous alternative reference rates to LIBOR. Leading alternatives include Sonia in the UK, €STR in the EU, Tonar in Japan, and in the US, the NY Fed has been working to develop the Secured Overnight Financing Rate (SOFR). Global consensus is still coalescing around the transition to a new reference rate and the process for amending existing contracts. Abandonment of or modifications to LIBOR could have adverse impacts on newly issued financial instruments and existing financial instruments which reference LIBOR. There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments. The transition away from LIBOR may lead to increased volatility and illiquidity in markets that are tied to LIBOR, reduced values of LIBOR-related investments, and reduced effectiveness of hedging strategies, adversely affecting the Fund’s performance or NAV. In addition, the alternative reference rate may be an ineffective substitute resulting in prolonged adverse market conditions for the Fund.
Limited Liquidity
Shares in the Fund provide limited liquidity since shareholders will not be able to redeem Shares on a daily basis. A shareholder may not be able to tender its Shares in the Fund promptly after it has made a decision to do so. In addition, with very limited exceptions, Shares are not transferable, and liquidity will be provided only through repurchase offers made quarterly by the Fund. In addition, the Fund does not expect any trading market to develop for the Shares. As a result, if investors decide to invest in the Fund, they will have very limited opportunity to sell their Shares. Shares in the Fund are therefore suitable only for investors who can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment.
Pandemic Risk
The continuing spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19) has caused volatility, severe market dislocations and liquidity constraints in many markets, including securities the Fund holds, and may adversely affect the Fund’s investments and operations. The outbreak was first detected in December 2019 and subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted in international and domestic travel restrictions and disruptions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, quarantines, event and service cancellations or interruptions, disruptions to business operations (including staff reductions), supply chains and consumer activity, as well as general concern and uncertainty that has negatively affected the economic environment. These disruptions have led to instability in the market-place, including stock and credit market losses and overall volatility. The impact of COVID-19, and other infectious illness outbreaks, epidemics or pandemics that may arise in the future, could adversely affect the economies of many nations or the entire global economy, the financial performance of individual issuers, borrowers and sectors and the health of the markets generally in potentially significant and unforeseen ways. In addition, the impact of infectious illnesses, such as COVID-19, in emerging market countries may be greater due to generally less established healthcare systems. This crisis or other public health crises may exacerbate other pre-existing political, social and economic risks in certain countries or globally.
44
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
3. Principal Risks (continued)
The Fund, the Investment Manager and Sub-Advisers have in place business continuity plans reasonably designed to ensure that they maintain normal business operations, and that the Fund, its portfolio and assets are protected. However, there can be no assurance that the Fund, its advisers and service providers, or the Fund’s portfolio companies, will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel on a temporary or long-term basis due to illness or other reasons. A continuation of pandemic or disease could also impair the information technology and other operational systems upon which the Fund’s advisers rely and could otherwise disrupt the ability of the Fund’s service providers to perform essential tasks.
COVID-19 has led to a recession in most developed countries in the world, and it could lead to increased market volatility, a greater number of market closures, higher default rates and adverse effects on the values and liquidity of securities or other assets. Such impacts, which may vary across asset classes, may adversely affect the performance of the Fund’s investments, the Fund and your investment in the Fund. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in the Fund being, among other things, unable to buy or sell certain securities or financial instruments or to accurately price its investments.
Governmental authorities and regulators throughout the world, such as the U.S. Federal Reserve, have in the past responded to major economic disruptions with changes to fiscal and monetary policy, including but not limited to, direct capital infusions, new monetary programs and dramatically lower interest rates. Certain of those policy changes have been and continue to be implemented in response to the COVID-19 pandemic. Such policy changes may adversely affect the value, volatility and liquidity of dividend and interest paying securities. The effect of recent efforts undertaken by the U.S. Federal Reserve to address the economic impact of the COVID-19 pandemic, such as the reduction of the federal funds target rate, and other monetary and fiscal actions that may be taken by the U.S. federal government to stimulate the U.S. economy, are not yet fully known. The duration of the COVID-19 outbreak and its full impacts are also unknown, resulting in a high degree of uncertainty for potentially extended periods of time, especially in certain sectors in which the Fund may make investments.
4. Investment Advisory and Other Agreements
The Fund has entered into an investment management agreement (the “Investment Management Agreement”) with the Investment Manager. Pursuant to the Investment Management Agreement, the Fund pays the Investment Manager a monthly Investment Management Fee equal to 1.00% on an annualized basis of the Fund’s Net Assets. The Investment Manager has contractually agreed to an expense limitation and reimbursement agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Manager has agreed to waive fees that it would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding any taxes, leverage interest, distribution and servicing fees, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-2), expenses incurred in connection with any merger or reorganization, and extraordinary expenses, such as litigation expenses) do not exceed 2.25% of the average daily net assets of Class A Shares and Class I Shares (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Investment Manager may recoup amounts waived or assumed, provided it is able to effect such recoupment and remain in compliance with the Expense Limitation and Reimbursement Agreement. The Expense Limitation and Reimbursement Agreement has an initial two-year term, which ends two years from the date of commencement of the Fund’s operations. The Expense Limitation and Reimbursement Agreement will automatically renew for consecutive one-year terms thereafter.
The Fund uses a “multi-manager” approach whereby the Fund’s assets are allocated amongst the Investment Manager and one or more sub-advisers in percentages determined at the discretion of the Investment Manager (“allocated portion”). Pursuant to separate sub-advisory agreements, the Fund has agreed to pay Audax Management Company (NY), LLC a monthly sub-advisory fee, on an annualized basis, of (i) 0.95% on the value of the allocated portion’s average daily assets for the first fifty million dollars ($50,000,000), (ii) 0.85% on the value of the allocated portion’s average daily assets that exceeds fifty million dollars ($50,000,000) up to one hundred million dollars ($100,000,000), and (iii) 0.65% on the value of the allocated portion’s average daily assets that exceeds one hundred million dollars ($100,000,000). The portfolio management fees paid to Crescent Capital Group LP (“Crescent Capital”) are 1.00% on an annualized basis of the allocated portion of the Fund’s average daily assets managed by Crescent Capital. The portfolio management fees paid to BlackRock Capital Investment Advisors (“BlackRock”) will be 1.00% on an annualized basis of the allocable portion of the Fund’s average daily assets managed by BlackRock.
45
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
4. Investment Advisory and Other Agreements (continued)
For a period not to exceed three years from the date on which advisory fees are waived or Fund expenses were absorbed by the Investment Manager, the Investment Manager may recoup amounts waived or absorbed, provided it is able to effect such recoupment and remain in compliance with (a) the limitation on Fund expenses in effect at the time of the relevant reduction in advisory fees or payment of the Fund’s expenses, and (b) the limitation on Fund expenses at the time of the recoupment. At June 30, 2021 the amount of these potentially recoverable expenses is $490,297 expiring on December 31, 2022. For the six-month period ended June 30, 2021, the Investment Manager did not recover any previously waived expenses.
Foreside Fund Services, LLC serves as the Fund’s distributor; UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and administrator. For the six months ended June 30, 2021, the Fund’s allocated UMBFS fees are reported on the consolidated Statement of Operations.
A trustee and certain officers of the Fund are employees of UMBFS. The Fund does not compensate trustees and officers affiliated with the Fund’s administrator. For the six months ended June 30, 2021, the Fund’s allocated fees incurred for trustees who are not affiliated with the Fund’s administrator are reported on the consolidated Statement of Operations.
Vigilant Compliance, LLC provides Chief Compliance Officer (“CCO”) services to the Fund. The Fund’s allocated fees incurred for CCO services for the six months ended June 30, 2021, are reported on the consolidated Statement of Operations.
5. Fair Value of Investments
Fair value – Definition
The Fund uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
| ● | Level 1 – Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| ● | Level 2 – Valuations based on inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly. |
| ● | Level 3 – Valuations based on inputs that are both significant and unobservable to the overall fair value measurement. |
Investments in Private Investment Funds measured based upon Net Asset Value (“NAV”) as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy.
The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, determining fair value requires more judgment. Because of the inherent uncertainly of valuation, estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Investment Manager in determining fair value is greatest for investments categorized in Level 3.
46
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
5. Fair Value of Investments (continued)
The Fund’s assets recorded at fair value have been categorized based on a fair value hierarchy as described in the Fund’s significant accounting policies. The following table presents information about the Fund’s assets and liabilities measured at fair value as of June 30, 2021:
Assets | | Level 1 | | | Level 2 | | | Level 3 | | | Net Asset Value | | | Total | |
Investments, at fair value | | | | | | | | | | | | | | | | | | | | |
Senior Secured Loans | | $ | — | | | $ | 64,831,621 | | | $ | 1,561,804,341 | | | $ | — | | | $ | 1,626,635,962 | |
Private Investment Vehicles | | | — | | | | — | | | | 6,858,782 | | | | 854,322,356 | | | | 861,181,138 | |
Collateralized Loan Obligations | | | — | | | | 27,907,261 | | | | 87,656,191 | | | | 122,283,936 | | | | 237,847,388 | |
Preferred Stocks | | | — | | | | — | | | | 19,634,692 | | | | — | | | | 19,634,692 | |
Subordinated Debt | | | — | | | | — | | | | 5,500,000 | | | | — | | | | 5,500,000 | |
Equipment Leases | | | — | | | | — | | | | 4,026,458 | | | | — | | | | 4,026,458 | |
Common Stocks | | | — | | | | — | | | | 3,611,111 | | | | — | | | | 3,611,111 | |
Short-Term Investments | | | 16,221,784 | | | | — | | | | — | | | | — | | | | 16,221,784 | |
Total Investments, at fair value | | $ | 16,221,784 | | | $ | 92,738,882 | | | $ | 1,689,091,575 | | | $ | 976,606,292 | | | $ | 2,774,658,533 | |
| | | | | | | | | | | | | | | | | | | | |
Other Financial Instruments1 | | | | | | | | | | | | | | | | | | | | |
Forward Contracts | | $ | — | | | $ | 632,979 | | | $ | — | | | $ | — | | | $ | 632,979 | |
Total Assets | | $ | 16,221,784 | | | $ | 93,371,861 | | | $ | 1,689,091,575 | | | $ | 976,606,292 | | | $ | 2,775,291,512 | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | |
Investments, at fair value | | | | | | | | | | | | | | | | | | | | |
Reverse Repurchase Agreement | | $ | — | | | $ | 13,549,000 | | | $ | — | | | $ | — | | | $ | 13,549,000 | |
Other Financial Instruments1 | | | | | | | | | | | | | | | | | | | | |
Forward Contracts | | | — | | | | 162,953 | | | | — | | | | — | | | | 162,953 | |
Total Liabilities, at fair value | | $ | — | | | $ | 13,711,953 | | | $ | — | | | $ | — | | | $ | 13,711,953 | |
1 | Other financial instruments are derivative instruments such as futures contracts, forward contracts and swap contracts. Futures contracts, forward contracts and swap contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
47
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
5. Fair Value of Investments (continued)
The following table presents the changes in assets and transfers in and out for investments that are classified in Level 3 of the fair value hierarchy for the six months ended June 30, 2021:
| | Senior Secured Loans | | | Private Investment Vehicles | | | Collateralized Loan Obligations | | | Preferred Stocks | | | Subordinated Debt | | | Equipment Leases | | | Common Stocks | | | Total | |
Balance as of January 1, 2021 | | $ | 709,359,963 | | | $ | 6,766,715 | | | $ | 92,373,408 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 808,500,086 | |
Purchases | | | 1,213,099,553 | | | | — | | | | — | | | | 19,412,500 | | | | 5,500,000 | | | | 4,500,000 | | | | — | | | | 1,242,512,053 | |
Sales/Paydowns | | | (351,444,987 | ) | | | — | | | | — | | | | — | | | | — | | | | (473,542 | ) | | | — | | | | (351,918,529 | ) |
Realized gains (losses) | | | 1,395,274 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,395,274 | |
Original issue discount and amendment fees | | | (2,615,749 | ) | | | 105,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,510,749 | ) |
Accretion | | | 1,039,991 | | | | — | | | | 89,491 | | | | — | | | | — | | | | — | | | | — | | | | 1,129,482 | |
Change in Unrealized appreciation (depreciation) | | | 4,506,721 | | | | (12,933 | ) | | | 2,413,389 | | | | 222,192 | | | | — | | | | — | | | | — | | | | 7,129,369 | |
Transfers In | | | — | | | | — | | | | 20,687,164 | | | | — | | | | — | | | | — | | | | 3,611,111 | | | | 24,298,275 | |
Transfers Out | | | (13,536,425 | ) | | | — | | | | (27,907,261 | ) | | | — | | | | — | | | | — | | | | — | | | | (41,443,686 | ) |
Balance as of June 30, 2021 | | $ | 1,561,804,341 | | | $ | 6,858,782 | | | $ | 87,656,191 | | | $ | 19,634,692 | | | $ | 5,500,000 | | | $ | 4,026,458 | | | $ | 3,611,111 | | | $ | 1,689,091,575 | |
The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s investments that are categorized in Level 3 of the fair value hierarchy as of June 30, 2021.
Investments | | Fair Value | | Valuation Technique | Unobservable Inputs | Range of Inputs |
Collateralized Loan Obligations | | $ | 87,656,191 | | Income Approach | Interest Rate/ Discount Margin | 6.85% - 15.00% |
| | | | | | Default Rate | 2 - 100 CDR |
| | | | | | Recovery Rate | 60% - 70% or market |
| | | | | | Term | Maturity, or Reinvestment +24 |
| | | | | | Prepayment Assumptions | 20 CPR |
| | | | | | Reinvestment Assumptions | $99.00 |
48
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
5. Fair Value of Investments (continued)
Investments | | Fair Value | | Valuation Technique | Unobservable Inputs | Range of Inputs |
Senior Secured Loans | | $ | 706,108,193 | | Income Approach/ Matrix Pricing | Discount Rate | 4.51% - 11.56% |
| | | | | | Senior Leverage | 2.91x - 10.57x |
| | | | | | Total Leverage | 4.25x - 14.58x |
| | | | | | Interest Coverage | 0.67x - 4.16x |
| | | | | | Debt Service | 0.60x - 3.62x |
| | | | | | Total Enterprise Value to Debt | 0.91x - 4.82x |
| | | | | | Liquidity | 56% - 395% |
| | | 855,696,147 | | Cost | Recent Transaction Price | N/A |
Subordinated Debt | | | 5,500,000 | | Cost | Recent Transaction Price | N/A |
Private Equity | | | 6,858,782 | | Income Approach | Weighted Average Cost of Capital | 12.0% |
| | | 23,245,804 | | Cost | Recent Transaction Price | N/A |
Equipment Leases | | | 4,026,458 | | Cost | Recent Transaction Price | N/A |
6. Capital Stock
The Fund is authorized as a Delaware statutory trust to issue an unlimited number of Shares in one or more classes, with a par value of $0.001. The minimum initial investment in Class I Shares by any investor is $10 million and the minimum initial investment in Class A Shares by any investor is $10,000. However, the Fund, in its sole discretion, may accept investments below this minimum with respect to Class I Shares. Shares may be purchased by principals and employees of the Investment Manager or its affiliates and their immediate family members without being subject to the minimum investment requirements.
Class A Shares will be subject to a sales charge of up to 5.00% while Class I Shares will not be subject to any initial sales charge. Shares will generally be offered for purchase on each business day, except that Shares may be offered more or less frequently as determined by the Board in its sole discretion. The Board may also suspend or terminate offerings of Shares at any time.
A shareholder whose Shares (or a portion thereof) are repurchased by the Fund will not be entitled to a return of any sales charge that was charged in connection with the shareholder’s purchase of the Shares.
Pursuant to Rule 23c-3 under the Investment Company Act, on a quarterly basis, the Fund offers shareholders holding all classes of shares the option of redeeming shares at NAV. The Board determines the quarterly repurchase offer amount (“Repurchase Offer Amount”), which can be no less than 5% and no more than 25% of all shares of all classes outstanding on the repurchase request deadline. If shareholders tender more than the Repurchase Offer Amount, the Fund may, but is not required to, repurchase an additional amount of shares not to exceed 2% of all outstanding shares of the Fund on the repurchase request deadline If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if shareholders tender Shares in an amount exceeding the Repurchase Offer Amount plus 2% of the outstanding Shares on the Repurchase Request Deadline, the Fund will repurchase the Shares on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by shareholders who own less than $2,500 worth of Shares and who tender all of their Shares, before prorating other amounts tendered. In addition, the Fund will accept the total number of Shares tendered in connection with required minimum distributions from an IRA or other qualified retirement plan. It is the shareholder’s obligation to both
49
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
6. Capital Stock (continued)
notify and provide the Fund supporting documentation of a required minimum distribution from an IRA or other qualified retirement plan. The results of the repurchase offers conducted for the six months ended June 30, 2021 are as follows:
Commencement Date | January 8, 2021 | April 7, 2021 |
Repurchase Request | February 11, 2021 | May 7, 2021 |
Repurchase Pricing date | February 11, 2021 | May 7, 2021 |
| | | | | | | | |
Net Asset Value as of Repurchase Offer Date | | | | | | | | |
Class I | | $ | 10.45 | | | $ | 10.71 | |
| | | | | | | | |
Amount Repurchased | | | | | | | | |
Class I | | $ | 10,345,765 | | | $ | 25,558,040 | |
| | | | | | | | |
Percentage of Outstanding Shares Repurchased | | | | | | | | |
Class I | | | 1.10 | % | | | 1.52 | % |
7. Federal Income Taxes
At June 30, 2021, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes were as follows:
Cost of investments | | $ | 2,717,196,803 | |
Gross unrealized appreciation | | | 51,212,416 | |
Gross unrealized depreciation | | | (7,299,686 | ) |
Net unrealized appreciation on investments | | $ | 43,912,730 | |
As of December 31, 2020, the components of accumulated earnings on a tax basis were as follows:
Undistributed ordinary income | | $ | — | |
Undistributed long-term capital gains | | | — | |
Tax accumulated earnings | | | — | |
| | | | |
Accumulated capital and other losses | | | (611,199 | ) |
Unrealized appreciation/(depreciation) | | | | |
Investments | | | 13,209,705 | |
Foreign Currency | | | 5,214 | |
Organizational Cost | | | (47,538 | ) |
Total accumulated earnings | | $ | 12,556,182 | |
The tax character of distributions paid during the fiscal years ended December 31, 2020 and December 31, 2019 were as follows:
| | 2020 | | | 2019 | |
Distribution paid from: | | | | | | | | |
Ordinary income | | $ | 31,816,599 | | | $ | 3,720,885 | |
Return of Capital | | | 4,439,794 | | | | — | |
Net long-term capital gains | | | 1,478 | | | | — | |
Total distributions paid | | $ | 36,257,871 | | | $ | 3,720,885 | |
50
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
7. Federal Income Taxes (continued)
During the fiscal year ended December 31, 2020, the Cliffwater Corporate Lending Fund utilized $61,911 of non-expiring short-term capital loss carry forwards.
Under current tax law, certain specified ordinary losses incurred after October 31st of a fund’s fiscal year may be deferred and treated as occurring on the first business date of the following fiscal year for tax purposes. The fund elected to defer $611,199 of specified ordinary losses for the tax year ending December 31, 2020.
8. Investment Transactions
For the six months ended June 30, 2021, purchases and sales of investments, excluding short-term investments, were $2,149,767,298 and $458,925,359, respectively.
9. Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.
10. Derivatives and Hedging Disclosures
U.S. GAAP requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effects on the Fund’s financial position, performance and cash flows. The Fund invested in forward foreign exchange currency contracts for the six months ended June 30, 2021 in order to hedge overall portfolio currency risk. By entering into these contracts, the Fund agrees to exchange different currencies at a specified exchange rate at an agreed-upon future date. The Fund may be susceptible to the risk of changes in the foreign exchange rate underlying the forward contract and of the counterparty’s potential inability to fulfill the terms of the contract.
The effects of these derivative instruments on the Fund’s financial position and financial performance as reflected in the Consolidated Statements of Assets and Liabilities and Consolidated Statements of Operations are presented in the tables below. The fair values of derivative instruments, as of June 30, 2021, by risk category are as follows:
| | | Asset Derivatives | | | Liability Derivatives | |
Statement of Asset and Liabilities Location | Derivatives not designated as hedging instruments | | Value | | | Value | |
Unrealized appreciation/depreciation on forward contracts | Forward Contracts | | $ | 632,979 | | | $ | 162,953 | |
Total | | | $ | 632,979 | | | $ | 162,953 | |
Amount of Net Realized Gain or (Loss) on Derivatives Recognized in Income |
Derivatives not designated as hedging instruments | | Forward Contracts | | | Total | |
Foreign Exchange Contracts | | $ | (926,016 | ) | | $ | (926,016 | ) |
Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized in Income |
Derivatives not designated as hedging instruments | | Forward Contracts | | | Total | |
Foreign Exchange Contracts | | $ | 1,039,526 | | | $ | 1,039,526 | |
51
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
10. Derivatives and Hedging Disclosures (Continued)
The quarterly average volumes of derivative instruments as of June 30, 2021 are as follows:
Derivatives not designated as hedging instruments | | Short Forward Contracts | |
Foreign Exchange Contracts | | | 10 | |
11. Joint Ventures
Middle Market Credit Fund II, LLC
In November 2020, TCG BDC, Inc. and the Fund formed a joint venture, Middle Market Credit Fund II, LLC ( “MMCF II”), that invests primarily in senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominately private U.S. middle market companies. Middle market companies are defined as those with annual revenues up to $1 billion, although MMCF II may invest in larger or smaller companies. It may also purchase interests in loans or corporate bonds through secondary market transactions. MMCF II invests in portfolio companies in the same industries in which the Fund may directly invest. MMCF II was formed as a Delaware limited liability company and is not consolidated by either TCG BDC, Inc. or the Fund for financial reporting purposes. As of June 30, 2021, MMCF II had total assets of $259.8 million. MMCF II’s portfolio consisted of debt investments in 44 portfolio companies as of June 30, 2021. As of June 30, 2021, the largest investment in a single portfolio company in the MMCF II’s portfolio in aggregate principal amount was $8.8 million; and the five largest investments in portfolio companies in MMCF II totaled $44.0 million.
The Fund provides capital to MMCF II in the form of LLC equity interests. As of June 30, 2021, TCG BDC, Inc. and the Fund owned 84.13% and 15.87%, respectively, of the LLC equity interests of MMCF II. The Fund’s investment in MMCF II consisted of equity contributions of $12.5 million as of June 30, 2021.
TCG BDC, Inc. and the Fund each appointed two members to MMCF II’s four-person board of directors. All material decisions with respect to MMCF II, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors. Quorum is defined as the presence of two members of the board of directors; provided that at least one individual is present that was elected, designated or appointed by each member.
Below is a listing of MMCF II’s individual investments as of June 30, 2021 (dollar amounts in thousands):
| Par/Principal Amount | | Investments | | Fair Value | |
| $ | 6,237 | | Airnov, Inc. | | $ | 6,237 | |
| | 4,411 | | Alpine SG, LLC | | | 4,366 | |
| | 8,532 | | American Physician Partners, LLC | | | 8,463 | |
| | 7,650 | | AMS Group HoldCo, LLC | | | 7,650 | |
| | 5,357 | | Apptio, Inc. | | | 5,397 | |
| | 4,378 | | Aurora Lux FinCo S.Á.R.L. (Luxembourg) | | | 3,949 | |
| | 992 | | Avenu Holdings, LLC | | | 992 | |
| | 3,291 | | BMS Holdings III Corp. | | | 3,291 | |
| | 8,267 | | Captive Resources Midco, LLC | | | 8,268 | |
| | 3,475 | | Chartis Holding, LLC | | | 3,475 | |
| | 8,755 | | Comar Holding Company, LLC | | | 8,755 | |
| | 8,756 | | Cority Software Inc. (Canada) | | | 8,756 | |
| | 8,158 | | Ethos Veterinary Health LLC | | | 8,137 | |
| | 8,755 | | EvolveIP, LLC | | | 8,755 | |
| | 6,876 | | K2 Insurance Services, LLC | | | 6,858 | |
| | 8,955 | | Kaseya, Inc. | | | 8,990 | |
| | 8,435 | | Mailgun Technologies, Inc. | | | 8,415 | |
| | 8,778 | | National Technical Systems, Inc. | | | 8,807 | |
52
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
11. Joint Ventures (Continued)
| Par/Principal Amount | | Investments | | Fair Value | |
| $ | 8,754 | | NMI AcquisitionCo, Inc. | | $ | 8,802 | |
| | 1,000 | | Paramit Corporation | | | 1,000 | |
| | 4,377 | | PPC Flexible Packaging, LLC | | | 4,377 | |
| | 3,283 | | Redwood Services Group, LLC | | | 3,267 | |
| | 6,467 | | Reladyne, Inc. | | | 6,403 | |
| | 8,215 | | Riveron Acquisition Holdings, Inc. | | | 8,215 | |
| | 8,444 | | RSC Acquisition, Inc. | | | 8,528 | |
| | 6,476 | | Smile Doctors, LLC | | | 6,476 | |
| | 6,974 | | Superior Health Linens, LLC | | | 6,974 | |
| | 8,753 | | T2 Systems, Inc. | | | 8,753 | |
| | 1,710 | | TCFI Aevex LLC | | | 1,679 | |
| | 8,754 | | TSB Purchaser, Inc. | | | 8,738 | |
| | 8,132 | | Turbo Buyer, Inc. | | | 7,970 | |
| | 3,283 | | US INFRA SVCS Buyer, LLC | | | 3,195 | |
| | 4,376 | | Zemax Software Holdings, LLC | | | 4,333 | |
| | 7,403 | | Zenith Merger Sub, Inc. | | | 7,403 | |
| | 5,514 | | AI Convoy S.A.R.L (United Kingdom) | | | 5,720 | |
| | 5,000 | | AQA Acquisition Holdings, Inc. | | | 4,875 | |
| | 4,852 | | Quartz Holding Company | | | 4,852 | |
| | 5,514 | | Tank Holding Corp. | | | 5,567 | |
| | 5,514 | | Ultimate Baked Goods MIDCO, LLC | | | 5,514 | |
| | 2,365 | | World 50, Inc. | | | 2,352 | |
Below is certain summarized financial information for MMCF II as of June 30, 2021 and for the six-month period ended June 30, 2021 (dollar amounts in thousands):
Consolidated Statement of Assets, Liabilities and Members’ Equity:
| | As of June 30, 2021 | |
ASSETS | | | | |
Investments, at fair value (amortized cost of $242,728 and 245,312, respectively) | | $ | 244,554 | |
Cash and cash equivalents | | | 12,755 | |
Interest receivable | | | 2,095 | |
Receivable for investments sold/repaid | | | 308 | |
Prepaid expenses and other assets | | | 129 | |
Total assets | | $ | 259,841 | |
| | | | |
LIABILITIES AND MEMBERS’ EQUITY | | | | |
Payable for investments purchased | | $ | 4,875 | |
Notes payable, net of unamortized debt issuance costs of $839 and $875, respectively | | | 156,661 | |
Interest and credit facility fees payable | | | 999 | |
Dividend payable | | | 3,492 | |
Other liabilities | | | 572 | |
Total liabilities | | $ | 166,599 | |
| | | | |
53
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
11. Joint Ventures (Continued)
| | As of June 30, 2021 | |
Members’ equity | | | | |
Members’ distributions | | $ | 90,805 | |
Members’ distributions | | | (7,718 | ) |
Accumulated income from operations | | | 10,155 | |
Total members’ equity | | $ | 93,242 | |
Total liabilities and members’ equity | | $ | 259,841 | |
Consolidated Statement of Operations:
| | For the six month period ended June 30, 2021 | |
Investment income: | | | | |
Interest income | | $ | 9,150 | |
Other income | | | 217 | |
Total investment income | | | 9,367 | |
| | | | |
Expenses: | | | | |
Professional fees | | | 200 | |
Administrative service fees | | | 37 | |
Interest expense | | | 2,366 | |
Credit facility fees | | | 32 | |
Other general and administrative | | | 144 | |
Total expenses | | | 2,779 | |
| | | | |
Net investment income (loss) | | | 6,588 | |
| | | | |
Net realized gain (loss) and net change in unrealized appreciation on investments | | | | |
Net realized gain (loss) on investments | | | — | |
Net change in unrealized appreciation (depreciation) on investments | | | 712 | |
Net realized gain (loss) and net change in unrealized appreciation on investments | | | 712 | |
| | | | |
Net increase (decrease) in net assets resulting from operations | | $ | 7,300 | |
Commitments and Contingencies
MMCF II had outstanding commitments to fund investments totaling $157,500 under undrawn revolvers and other credit facilities as of June 30, 2021.
BDCA Senior Loan Fund, LLC
On January 20, 2021, BDCA and the Fund formed a joint venture, BDCA Senior Loan Fund, LLC (“BDCA SLF”), that invests primarily in senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle-market companies. Middle market companies are defined as those with annual revenues up to $1 billion, although BDCA SLF may invest in larger or smaller companies. BDCA SLF may also purchase interests in loans or corporate bonds through secondary market transactions. BDCA SLF invests in portfolio companies in the same industries in which CCLF may directly invest. BDCA SLF was formed as a Delaware limited liability company and is not consolidated by either BDCA or
54
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
11. Joint Ventures (Continued)
the Fund for financial reporting purposes. As of June 30, 2021, BDCA SLF had total assets of $900.7. BDCA SLF’s portfolio consisted of debt investments in 139 portfolio companies as of June 30, 2021. As of June 30, 2021, the largest investment in a single portfolio company in BDCA SLF’s portfolio in aggregate principal amount was $21.5 million; and the five largest investments in portfolio companies in BDCA SLF totaled $97.9 million.
The Fund provides capital to BDCA SLF in the form of LLC equity interests. As of June 30, 2021, BDCA and the Fund owned 87.50% and 12.50%, respectively, of the LLC equity interests of BDCA SLF. The Fund’s investment in BDCA SLF consisted of equity contributions of $43.6 million as of June 30, 2021. As of the same date, the Fund had commitments to fund equity interests in BDCA SLF of $43.6 million, of which $0 was unfunded.
BDCA and the Fund each appoint two members to BDCA SLF’s four-person board of directors. All material decisions with respect to BDCA SLF, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors. Quorum is defined as (i) the presence of two members of the board of directors; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of directors; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors; provided that two individuals are present that were elected, designated or appointed by each member.
Below is a listing of BDCA SLF’s individual investments as of June 30, 2021 (dollar amounts in thousands):
| Par/Principal Amount | | Investments | | Fair Value | |
| $ | 21,452 | | Navitas Midstream | | $ | 21,505 | |
| | 19,911 | | SI Group | | | 19,961 | |
| | 19,209 | | ABC Financial | | | 18,873 | |
| | 18,916 | | Acrisure | | | 18,696 | |
| | 17,449 | | Justrite | | | 17,144 | |
| | 943 | | Justrite | | | 927 | |
| | 18,114 | | Ascensus | | | 18,126 | |
| | 17,770 | | Avaya Holdings Corp | | | 17,806 | |
| | 16,095 | | AccentCare | | | 16,095 | |
| | 15,044 | | Rover Pipeline (Traverse) | | | 15,091 | |
| | 14,305 | | Athena Health | | | 14,336 | |
| | 13,699 | | WaterBridge Midstream | | | 13,122 | |
| | 13,676 | | Eagleclaw | | | 13,536 | |
| | 13,558 | | Ardent Health Partners | | | 13,575 | |
| | 13,217 | | CareCentrix Inc | | | 12,259 | |
| | 12,822 | | BMC Software Inc | | | 12,742 | |
| | 12,818 | | Alvogen Pharma | | | 12,602 | |
| | 10,752 | | Pacific Gas & Electric | | | 10,598 | |
| | 10,573 | | Spring Education | | | 10,180 | |
| | 10,195 | | LifePoint Health | | | 10,166 | |
| | 9,521 | | Watlow | | | 9,541 | |
| | 9,172 | | Protective Industrial Products | | | 9,172 | |
| | 9,021 | | YI, LLC | | | 9,021 | |
| | 8,823 | | Perstorp Ab | | | 8,823 | |
| | 8,139 | | Matrix Medical | | | 8,136 | |
| | 5,279 | | StandardAero | | | 5,139 | |
| | 2,838 | | StandardAero | | | 2,763 | |
| | 8,054 | | TSL Engineering | | | 8,054 | |
55
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
11. Joint Ventures (Continued)
| Par/Principal Amount | | Investments | | Fair Value | |
| $ | 7,976 | | MyEyeDr | | $ | 7,970 | |
| | 7,944 | | Advisor Group Holdings | | | 7,956 | |
| | 7,871 | | Vyaire Medical | | | 6,730 | |
| | 7,859 | | Information Resources | | | 7,845 | |
| | 7,843 | | Wirepath LLC | | | 7,843 | |
| | 7,802 | | CVENT Inc | | | 7,689 | |
| | 6,148 | | Dohmen Life Science Services | | | 6,148 | |
| | 1,587 | | Dohmen Life Science Services | | | 1,587 | |
| | 7,709 | | Salient | | | 7,709 | |
| | 7,650 | | Affordable Care Holding Corp. | | | 7,650 | |
| | 7,405 | | Civitas Solutions | | | 7,414 | |
| | 0 | | Civitas Solutions | | | 0 | |
| | 233 | | Civitas Solutions | | | 233 | |
| | 7,577 | | Inmarsat | | | 7,581 | |
| | 7,506 | | AP Gaming I LLC | | | 7,429 | |
| | 7,500 | | MedRisk | | | 7,497 | |
| | 7,500 | | Triton Water Holdings | | | 7,490 | |
| | 7,018 | | IDERA, Inc. | | | 7,014 | |
| | 6,983 | | S&S Holdings | | | 6,983 | |
| | 3,846 | | Tenneco Inc | | | 3,958 | |
| | 2,985 | | Tenneco Inc | | | 2,949 | |
| | 6,745 | | Conterra Ultra | | | 6,745 | |
| | 6,467 | | Internet Brands | | | 6,479 | |
| | 6,352 | | Claros Mortgage Trust | | | 6,367 | |
| | 6,316 | | AAdvantage | | | 6,580 | |
| | 4,175 | | Heartland Dental | | | 4,123 | |
| | 2,000 | | Heartland Dental | | | 1,995 | |
| | 5,988 | | Insurity | | | 5,988 | |
| | 5,856 | | Help at Home Inc. | | | 5,867 | |
| | 0 | | Help at Home Inc. | | | 0 | |
| | 5,694 | | Clarion Events Ltd | | | 5,376 | |
| | 5,081 | | Conservice | | | 5,070 | |
| | 5,000 | | Schumacher Group | | | 5,028 | |
| | 4,988 | | Wilsonart Intern | | | 4,985 | |
| | 4,987 | | StubHub | | | 4,866 | |
| | 4,963 | | Jane Street | | | 4,936 | |
| | 4,988 | | CCRR Parent | | | 5,012 | |
| | 4,987 | | Milano | | | 4,999 | |
| | 4,975 | | Staples Inc | | | 4,843 | |
| | 4,937 | | Avis Budget Grp | | | 4,832 | |
| | 4,927 | | Sierra Enterprises LLC | | | 4,817 | |
| | 4,912 | | SFR Group | | | 4,899 | |
| | 4,888 | | Dun & Bradstreet | | | 4,861 | |
56
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
11. Joint Ventures (Continued)
| Par/Principal Amount | | Investments | | Fair Value | |
| $ | 4,786 | | OneDigital | | $ | 4,800 | |
| | 0 | | OneDigital | | | 0 | |
| | 4,757 | | Greenway Medical Technologies | | | 4,472 | |
| | 4,658 | | Aldevron | | | 4,656 | |
| | 4,519 | | PSC Industrial Holdings Corp | | | 4,463 | |
| | 4,255 | | Access CIG LLC | | | 4,223 | |
| | 2,000 | | Adtalem Global Education Inc. | | | 2,034 | |
| | 2,000 | | Adtalem Global Education Inc. | | | 1,995 | |
| | 3,984 | | Consol Energy | | | 3,743 | |
| | 3,976 | | Dealer Tire, LLC | | | 3,974 | |
| | 3,864 | | Atlantic Power | | | 3,864 | |
| | 3,857 | | LogMeIn Inc | | | 3,850 | |
| | 3,814 | | United Continental Holdings Inc. | | | 3,860 | |
| | 2,689 | | Kissner Milling Co Ltd | | | 2,699 | |
| | 998 | | Kissner Milling Co Ltd | | | 999 | |
| | 3,633 | | Medallion Midland | | | 3,604 | |
| | 3,491 | | 1-800-Contacts | | | 3,491 | |
| | 3,365 | | Rover Pipeline (BCP) | | | 3,301 | |
| | 3,292 | | Life Sciences | | | 3,292 | |
| | 3,167 | | Wrench Group LLC | | | 3,167 | |
| | 3,038 | | Kymera International | | | 3,038 | |
| | 3,019 | | Ellucian (Sophia) | | | 3,019 | |
| | 3,000 | | Apollo Commercial Real Estate | | | 2,955 | |
| | 2,993 | | Mcgraw-Hill Inc | | | 2,995 | |
| | 2,992 | | Station Casinos | | | 2,953 | |
| | 1,653 | | Epic Health | | | 1,666 | |
| | 1,335 | | Epic Health | | | 1,328 | |
| | 0 | | Epic Health | | | 0 | |
| | 2,985 | | Transdigm Inc | | | 2,938 | |
| | 2,985 | | Brookfield Property REIT | | | 2,910 | |
| | 2,984 | | Team Health Inc | | | 2,891 | |
| | 2,983 | | Golden Nugget | | | 2,959 | |
| | 2,946 | | Compass Power | | | 2,911 | |
| | 2,942 | | Edgewater Generation | | | 2,802 | |
| | 2,890 | | AkzoNobel Specialty Chemicals | | | 2,867 | |
| | 2,608 | | Pelican Products Inc. | | | 2,608 | |
| | 2,602 | | Medical Solutions | | | 2,605 | |
| | 2,568 | | Spirit Aerosystems | | | 2,582 | |
| | 2,500 | | Corelogic Inc | | | 2,491 | |
| | 2,493 | | Cengage | | | 2,495 | |
| | 2,386 | | Safe Fleet | | | 2,368 | |
| | 2,027 | | PetroChoice Holdings Inc. | | | 1,951 | |
| | 2,000 | | Taseko Mines Ltd | | | 2,087 | |
57
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
11. Joint Ventures (Continued)
| Par/Principal Amount | | Investments | | Fair Value | |
| $ | 1,932 | | Bomgar | | $ | 1,928 | |
| | 1,577 | | Fastlane Parent Company | | | 1,573 | |
| | 1,557 | | eResearch Technology | | | 1,563 | |
| | 1,496 | | Promontory Interfinancial | | | 1,492 | |
| | 1,496 | | Truck Hero | | | 1,496 | |
| | 1,500 | | Flex Acquisition Co Inc | | | 1,493 | |
| | 1,500 | | MicroStrategy Incorporated | | | 1,500 | |
| | 1,460 | | 4L Technologies | | | 1,325 | |
| | 1,077 | | GTT Communications | | | 1,086 | |
| | 966 | | Western Dental | | | 965 | |
| | 903 | | Market Track, LLC | | | 903 | |
| | 600 | | Altice Financing SA | | | 604 | |
| | 578 | | Dunn Paper | | | 571 | |
| | 519 | | Environmental Resources Management | | | 518 | |
| | 400 | | Paysafe Ltd | | | 394 | |
| | 160 | | CVR Partners | | | 164 | |
| | 10,000 | | Education Advisory Board | | | 10,000 | |
| | 9,972 | | Edelman Financial Services LLC | | | 10,001 | |
| | 1,545 | | IDERA, Inc. | | | 1,545 | |
| | 938 | | Bidfair Holdings Inc- Sotheby’s | | | 952 | |
| | 4,000 | | Sound Point CLO LTD | | | 3,762 | |
| | 2,500 | | Sound Point CLO LTD | | | 2,444 | |
| | 2,400 | | Sound Point CLO LTD | | | 2,187 | |
| | 1,000 | | Sound Point CLO LTD | | | 912 | |
| | 7,250 | | Catamaran CLO | | | 7,161 | |
| | 3,000 | | Dryden Senior Loan Fund CLO | | | 2,994 | |
| | 2,000 | | Dryden Senior Loan Fund CLO | | | 1,999 | |
| | 3,500 | | Avery Point Clo Ltd | | | 3,370 | |
| | 3,000 | | Symphony CLO Ltd | | | 2,992 | |
| | 3,000 | | Zais CLO | | | 2,849 | |
| | 3,000 | | Highbridge Loan Mgmt Ltd | | | 2,819 | |
| | 3,000 | | Venture CLO | | | 2,952 | |
| | 2,500 | | Marble Point CLO Ltd | | | 2,443 | |
| | 2,500 | | LCM Ltd Partnership | | | 2,391 | |
| | 2,500 | | TCW Group | | | 2,455 | |
| | 2,500 | | Madison Park Funding Ltd | | | 2,416 | |
| | 2,200 | | Ocp Clo | | | 2,090 | |
| | 2,000 | | Ozlm Funding Ltd | | | 1,982 | |
| | 2,000 | | Romark CLO Ltd | | | 1,961 | |
| | 2,000 | | Eaton Vance Cdo Ltd | | | 1,928 | |
| | 2,000 | | Regatta IX Funding Ltd | | | 1,978 | |
| | 1,200 | | Jamestown Clo Ltd | | | 1,159 | |
| | 1,000 | | Greywolf CLO Ltd | | | 972 | |
58
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
11. Joint Ventures (Continued)
Below is certain summarized financial information for BDCA SLF as of June 30, 2021 and for the six-month period ended June 30, 2021 (dollar amounts in thousands):
Consolidated Statement of Assets, Liabilities and Members’ Equity:
ASSETS | | | | |
Investments, at fair value (amortized cost of $798,147,852) | | $ | 806,516,330 | |
Cash collateral on deposit with custodian | | | 45,650,000 | |
Cash and cash equivalents | | | 34,168,946 | |
Receivable for unsettled trades | | | 11,202,027 | |
Interest receivable | | | 3,180,357 | |
Total assets | | $ | 900,717,660 | |
| | | | |
LIABILITIES | | | | |
Revolving credit facilities (net of deferred financing costs of $1,877,554) | | $ | 358,472,443 | |
Secured borrowings | | | 140,601,730 | |
Payable for unsettled trades | | | 30,766,281 | |
Distribution payable | | | 6,950,815 | |
Interest and credit facility fees payable | | | 1,447,873 | |
Accounts payable and accrued expenses | | | 862,678 | |
Total liabilities | | $ | 539,101,820 | |
| | | | |
MEMBERS’ CAPITAL | | | | |
Contributed capital | | $ | 348,495,510 | |
Accumulated net investment income | | | 14,587,720 | |
Net unrealized appreciation | | | 8,368,478 | |
Accumulated realized gain | | | 3,689,564 | |
Distributions - income | | | (13,525,432 | ) |
Total members’ capital | | $ | 361,615,840 | |
Total liabilities and members’ capital | | $ | 900,717,660 | |
Consolidated Statement of Operations:
Investment income: | | | | |
Interest from investments | | $ | 19,276,658 | |
Interest from cash and cash equivalents | | | 8,027 | |
Total interest income | | | 19,284,685 | |
Other income | | | 40,932 | |
Total investment income | | | 19,325,617 | |
| | | | |
Operating expenses: | | | | |
Interest and credit facility financing expenses | | | 3,974,678 | |
Other general and administrative | | | 553,126 | |
Professional fees | | | 210,093 | |
Total expenses | | | 4,737,897 | |
| | | | |
Net investment income | | | 14,587,720 | |
| | | | |
59
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
11. Joint Ventures (Continued)
Realized and unrealized gain (loss) on investments: | | | | |
Net realized gain from investments | | | 3,689,564 | |
Net change in unrealized appreciation on investments | | | 8,368,478 | |
Net realized and unrealized gain on investments | | | 12,058,042 | |
Net increase in members’ capital resulting from operations | | $ | 26,645,762 | |
Commitments and Contingencies
BDCA SLF had outstanding commitments to fund investments totaling $2.8 million under undrawn revolvers and other credit facilities as of June 30, 2021.
12. Related Party Transactions and Arrangements
Transactions related to investments in affiliated and controlled affiliated companies for the six months ended June 30, 2021 were as follows:
Affiliated Investment Company | Type of Asset | Industry | Beginning Value at January 1, 2021 | Purchases at Cost | Proceeds from Sales | Dividend Income | Realized Gain/ (Loss) | Change in Unrealized Gain (Loss) | Value at June 30, 2021 |
Middle Market Credit Fund II, LLC* | Joint Venture - LLC | Diversified | $ 14,449,966 | $ 0 | $ 0 | $ 748,791 | $ 0 | $ 1,453,392 | $ 15,154,567 |
BDCA Senior Loan Fund, LLC** | Joint Venture - LLC | Diversified | $ 0 | $ 43,562,000 | $ 0 | $ 821,828 | $ 0 | $ 2,336,261 | $ 45,076,433 |
Total Investments | | | $ 14,449,966 | $ 43,562,000 | $ 0 | $ 1,570,619 | $ 0 | $ 3,789,653 | $ 60,231,000 |
* | TCG BDC, Inc. (“TCG”) and the Fund are the members of Middle Market Credit Fund II, LLC (“MMCF II”), a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in the MMCF II in the form of LLC equity interests as MMCF II makes investments, and all portfolio and other material decisions regarding MMCF II must be submitted to MMCF II’s board of directors which is comprised of an equal number of members appointed by each of TCG and the Fund. Because management of MMCF II is shared equally between TCG and the Fund, the Fund does not believe it controls the MMCF II for purposes of the 1940 Act or otherwise. |
** | BDCA and the Fund are the members of BDCA Senior Loan Fund, LLC (“BDCA SLF”), a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in BDCA SLF in the form of LLC equity interests as BDCA SLF makes investments, and all portfolio and other material decisions regarding BDCA SLF must be submitted to BDCA SLF’s board of directors which is comprised of an equal number of members appointed by each of BDCA and the Fund. Because management of BDCA SLF is shared equally between BDCA and the Fund, the Fund does not believe it controls the BDCA SLF for purposes of the 1940 Act or otherwise. |
60
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
June 30, 2021 (Unaudited) (Continued)
13. Subsequent Events
In preparing these consolidated financial statements, management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein.
The Fund commenced a repurchase offer July 7, 2021 as follows:
Commencement Date | | | July 7, 2021 | |
Repurchase Request | | | August 6, 2021 | |
Repurchase Pricing date | | | August 6, 2021 | |
| | | | |
Net Asset Value as of Repurchase Offer Date | | | | |
Class I | | | $10.68 | |
| | | | |
Amount Repurchased | | | | |
Class I | | | $78,796,899 | |
| | | | |
Percentage of Outstanding Shares Repurchased | | | | |
Class I | | | 2.98% | |
On July 26, 2021, CCLF HOLDINGS (D1) LLC (“CCLF Holdings D1”) and CCLF HOLDINGS (D2) LLC (“CCLF Holdings D2”) were each formed as a limited liability company that is a wholly-owned subsidiary of the Fund. Because each of CCLF Holdings D1 and CCLF Holdings D2 had not commenced operations as of June 30, 2021, neither subsidiary has operations reflected in this shareholder report.
There have been no other subsequent events that occurred during such period that would require disclosure or would be required to be recognized in the consolidated financial statements.
61
Cliffwater Corporate Lending Fund
Other Information
June 30, 2021 (Unaudited)
Proxy Voting
The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve-month period ending on June 30, no later than August 31. The Fund’s Form N-PX filing and a description of the Fund’s proxy voting policies and procedures are available: (i) without charge, upon request, by calling the Fund at 1-888-442-4420 or (ii) by visiting the SEC’s website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. The Fund’s Forms N-PORT are or will be available on the SEC’s website at www.sec.gov or by calling the Fund at 1-888-442-4420.
Approval of Investment Management Agreement and Investment Sub-Advisory Agreements
At the special meeting of the Board held on January 12, 2021 by a unanimous vote, the Board, including a majority of Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act (the “Independent Trustees”), approved the Investment Management Agreement between the Investment Manager and the Fund (the “Investment Management Agreement”). In addition, at the special meetings of the Board held on January 12, 2021 and February 2, 2021, by a unanimous vote, the Board, including a majority of the Independent Trustees, approved each of the Investment Sub-Advisory Agreements among the Investment Manager, the Fund and each of BlackRock Capital Investment Advisors, LLC (“BlackRock”), Barings, LLC (“Barings”), HPS Investment Partners, LLC (“HPS”), Crestline Management, L.P. (“Crestline”), Commonwealth Credit Advisors, LLC (“Commonwealth”), and Audax Management Company (NY), LLC (“Audax”, and together with BlackRock, Barings, HPS, Crestline and Commonwealth, the “Sub-Advisers”) (the “Sub-Advisory Agreements” and, together with the Investment Management Agreement, the “Advisory Agreements”, and the Investment Manager and, together with the Sub-Advisers, the “Advisers”).
Pursuant to relief granted by the SEC in light of the COVID-19 pandemic (the “Order”) and a determination by the Board that reliance on the Order was appropriate due to circumstances related to the current or potential effects of COVID-19, the January 12, 2021 and February 2, 2021 special meetings were held by videoconference. At each special Board meeting and throughout the consideration process, the Board, including a majority of the Independent Trustees, was advised by counsel.
In advance of each special Board meeting, as applicable, the Independent Trustees requested and received materials from the Advisers to assist them in considering the approval of the Advisory Agreements. The Independent Trustees reviewed reports from third parties and management about the below factors. The Board did not consider any single factor as controlling in determining whether or not to approve the Advisory Agreements. Nor are the items described herein all-encompassing of the matters considered by the Board.
The Board engaged in a detailed discussion of the materials with management of the Advisers. The Independent Trustees then met separately with independent counsel to the Independent Trustees for a full review of the materials. Following this session, the full Board reconvened and after further discussion determined that the information presented provided a sufficient basis upon which to approve the Investment Management Agreement and the Sub-Advisory Agreements.
Approval of Investment Management Agreement
NATURE, EXTENT AND QUALITY OF SERVICES
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Manager to the Fund under the Investment Management Agreement, including the selection of Fund investments and oversight of the Sub-Advisers. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Investment Manager, including, among other things, providing office facilities, equipment, and personnel. The Board also reviewed and considered the qualifications of the key personnel of the Investment Manager who provide the investment advisory and/or administrative services to the Fund. The Board determined that the Investment Manager’s key personnel are well-qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board also took into account the Investment Manager’s compliance policies and procedures, including the procedures used to determine the value of the Fund’s investments. The Board concluded that the overall quality of the advisory and administrative services provided was satisfactory.
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Cliffwater Corporate Lending Fund
Other Information
June 30, 2021 (Unaudited) (Continued)
PERFORMANCE
The Board considered the investment performance of the Investment Manager with respect to the Fund. The Board considered the performance of the Fund, noting that the Fund had out-performed its benchmark for the period June 30, 2019 through November 30, 2020.
FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER INVESTMENT MANAGERS
The Board reviewed the advisory fee rates and total expense ratio of the Fund. The Board compared the advisory fee and total expense ratio for the Fund with various comparative data, including a report of other comparable funds.
The Board noted that the Fund’s advisory fee was calculated on net assets, while many of its peers calculate fees on gross assets; and that the Fund’s fees compared favorably with its peers. They further noted that the Investment Manager had implemented an expense cap so that total expenses of the Fund, subject to certain exclusions, do not exceed certain limits. The Board concluded that the advisory fees paid by the Fund and total expense ratio were reasonable and satisfactory in light of the services provided.
BREAKPOINTS AND ECONOMIES OF SCALE
The Board reviewed the structure of the Fund’s investment management under the Investment Management Agreement. The Board considered that the Investment Manager continued to monitor whether the Fund’s current fee level continues to reflect economies of scale and concluded that the fees were reasonable and satisfactory in light of the services provided.
PROFITABILITY OF INVESTMENT MANAGER AND AFFILIATES
The Board considered and reviewed information concerning the costs incurred and profits realized by the Investment Manager from its relationship with the Fund. The Board also reviewed the Investment Manager’s financial condition. The Board noted that the financial condition of the Investment Manager appeared stable. The Board determined that the advisory fees and the compensation to the Investment Manager were reasonable and its financial condition was adequate.
ANCILLARY BENEFITS AND OTHER FACTORS
The Board also discussed other benefits to be received by the Investment Manager from its management of the Fund, including, without limitation, the ability to market its advisory services for similar products. The Board noted that the Investment Manager did not have affiliations with the Fund’s transfer agent, administrator, custodian or distribution agent and therefore does not derive any benefits from the relationships these parties may have with the Fund. The Board concluded that the advisory fees were reasonable in light of the fall-out benefits.
GENERAL CONCLUSION
Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the Investment Management Agreement for an additional one-year term.
Approval of Investment Sub-Advisory Agreements
BlackRock
NATURE, EXTENT AND QUALITY OF SERVICES
The Board reviewed and considered the nature and extent of the investment advisory services proposed to be provided by BlackRock to the Fund under the new BlackRock Investment Sub-Advisory Agreement, including the selection of Fund investments. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by BlackRock, including among other things, providing office facilities, equipment, and personnel. The Board also reviewed and considered the qualifications of the portfolio managers, and other key personnel of BlackRock who would provide the investment advisory services to the Fund. The Board determined that BlackRock portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board also took into account BlackRock’s procedures used to determine the value of the Fund’s investments. The Board concluded that the overall quality of the sub-advisory and administrative services was satisfactory.
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Other Information
June 30, 2021 (Unaudited) (Continued)
PERFORMANCE
The Board considered the investment experience of BlackRock. Because BlackRock had not commenced managing its Allocated Portion, the Board concluded consideration of the Fund’s performance was not relevant to this factor. However, the Board considered the performance of similarly managed accounts of BlackRock and determined that the information presented regarding the performance of BlackRock in managing similar accounts was satisfactory.
FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER SUB-ADVISORS
The Board reviewed the sub-advisory fee payable to BlackRock as compared to other similar accounts managed by BlackRock and the total expense ratio of the Fund. The Board compared the total advisory fee and total expense ratio for the Fund with various comparative data, including a report of other comparable funds. The Board noted that the sub-advisory fees were comparable to the fees payable by other accounts managed by BlackRock. The Board concluded that the sub-advisory fees to be paid by the Fund and total expense ratio were reasonable and satisfactory in light of the services proposed to be provided.
BREAKPOINTS AND ECONOMIES OF SCALE
The Board reviewed the structure of the Fund’s investment management under the BlackRock Sub-Advisory Agreement. The Board considered the Fund’s sub-advisory fees to be paid to BlackRock and concluded that the fees were reasonable and satisfactory in light of the services to be provided. The Board also determined that economies of scale were not present at this time. The Board noted that it may consider breakpoints to the Fund’s sub-advisory fees as the Fund grows.
PROFITABILITY OF THE SUB-ADVISOR AND AFFILIATES
The Board considered BlackRock‘s assets under management and the financial statements of its parent, BlackRock, Inc., but did not consider information concerning the costs incurred and profits expected to be realized by BlackRock from BlackRock‘s relationship with the Fund. Due to the fact that BlackRock had not commenced managing its Allocated Portion, the Board made no determination with respect to profitability.
ANCILLARY BENEFITS AND OTHER FACTORS
The Trustees received and reviewed information regarding any “fall-out” or ancillary benefits that might be received by BlackRock or its affiliates as a result of their relationship with the Fund. Based on their review, the Trustees concluded that the fall-out benefits that might be received by BlackRock and its affiliates as a result of the relationship with the Fund are reasonable.
GENERAL CONCLUSION
Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the BlackRock Investment Sub-Advisory Agreement for an initial two-year term.
Barings
NATURE, EXTENT AND QUALITY OF SERVICES
The Board reviewed and considered the nature and extent of the investment advisory services proposed to be provided by Barings to the Fund under the Barings Sub-Advisory Agreement, including the selection of Fund investments. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by Barings, including among other things, providing office facilities, equipment, and personnel. The Board also reviewed and considered the qualifications of the portfolio managers, and other key personnel of Barings who would provide the investment advisory services to the Fund. The Board determined that Barings’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board also took into account Barings’ procedures used to determine the value of the Fund’s investments. Based on their review, the Trustees concluded that the nature, extent and quality of services expected to be provided to the Fund under the Barings Sub-Advisory Agreement are satisfactory.
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Other Information
June 30, 2021 (Unaudited) (Continued)
PERFORMANCE
The Board considered the investment experience of Barings. Because Barings had not commenced managing its Allocated Portion, the Board concluded consideration of the Fund’s performance was not relevant to this factor. However, the Board considered the performance of similarly managed accounts of Barings and determined that the information presented regarding the performance of Barings in managing similar accounts was satisfactory.
FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER SUB-ADVISORS
The Board reviewed the sub-advisory fee payable to Barings as compared to other similar accounts managed by Barings and the expected total expense ratio of the Fund after giving effect to the Barings Sub-Advisory Agreement. The Board noted that the proposed sub-advisory fees were comparable to the fees payable by other funds managed by Barings. The Board concluded that, in light of the services to be provided by Barings, the sub-advisory fees to be paid by the Fund were reasonable and satisfactory.
BREAKPOINTS AND ECONOMIES OF SCALE
The Board reviewed the structure of the Fund’s investment management under the Barings Sub-Advisory Agreement. The Board considered the Fund’s sub-advisory fees to be paid to Barings and concluded that the fees were reasonable and satisfactory in light of the services to be provided. The Board also determined that economies of scale were not present at this time. The Board noted that it may consider breakpoints to the Fund’s sub-advisory fees as the Fund grows.
PROFITABILITY OF THE SUB-ADVISOR AND AFFILIATES
The Board considered Barings’ assets under management and financial statements but did not consider pro-forma information concerning the costs incurred and profits expected to be realized by Barings from Barings’ relationship with the Fund. Due to the fact that Barings had not commenced managing its Allocated Portion, the Board made no determination with respect to profitability.
ANCILLARY BENEFITS AND OTHER FACTORS
The Trustees received and reviewed information regarding any “fall-out” or ancillary benefits that might be received by Barings or its affiliates as a result of their relationship with the Fund. Based on their review, the Trustees concluded that the fall-out benefits that might be received by Barings and its affiliates as a result of the relationship with the Fund are reasonable.
GENERAL CONCLUSION
Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the Barings Sub-Advisory Agreement for an initial two-year term.
HPS
NATURE, EXTENT AND QUALITY OF SERVICES
The Board reviewed and considered the nature and extent of the investment advisory services proposed to be provided by HPS to the Fund under the HPS Sub-Advisory Agreement, including the selection of Fund investments. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by HPS, including among other things, providing office facilities, equipment, and personnel. The Board also reviewed and considered the qualifications of the portfolio managers, and other key personnel of HPS who would provide the investment advisory services to the Fund. The Board determined that HPS’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board also took into account the procedures HPS would use to determine the value of the Fund’s investments. Based on their review, the Trustees concluded that the nature, extent and quality of services expected to be provided to the Fund under the HPS Sub-Advisory Agreement are satisfactory.
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Other Information
June 30, 2021 (Unaudited) (Continued)
PERFORMANCE
The Board considered the investment experience of HPS. Because HPS had not commenced managing its Allocated Portion, the Board concluded consideration of the Fund’s performance was not relevant to this factor. However, the Board considered the performance of similarly managed accounts of HPS and determined that the information presented regarding the performance of HPS in managing similar accounts was satisfactory
FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER SUB-ADVISORS
The Board reviewed the sub-advisory fee payable to HPS under the proposed HPS Sub-Advisory Agreement as compared to other similar accounts managed by HPS and the expected total expense ratio of the Fund. The Board noted that the sub-advisory fees were comparable to the fees payable by other funds managed by HPS. The Board concluded that, in light of the services to be provided by HPS, the sub-advisory fees to be paid by the Fund were reasonable and satisfactory.
BREAKPOINTS AND ECONOMIES OF SCALE
The Board reviewed the structure of the Fund’s investment management under the HPS Sub-Advisory Agreement. The Board considered the Fund’s sub-advisory fees to be paid to HPS and concluded that the fees were reasonable and satisfactory in light of the services to be provided. The Board also determined that economies of scale were not present at this time. The Board noted that it may consider breakpoints to the Fund’s sub-advisory fees as the Fund grows.
PROFITABILITY OF THE SUB-ADVISOR AND AFFILIATES
The Board considered HPS’s assets under management and financial statements and reviewed HPS’s preliminary estimation of the costs expected to be incurred and profits expected to be realized by HPS from HPS’s relationship with the Fund. Based on their review, the Trustees concluded that HPS’s estimated profitability in managing the Fund under the HPS Sub-Advisory Agreement is reasonable.
ANCILLARY BENEFITS AND OTHER FACTORS
The Trustees received and reviewed information regarding any “fall-out” or ancillary benefits that might be received by HPS or its affiliates as a result of their relationship with the Fund. Based on their review, the Trustees concluded that the fall-out benefits that might be received by HPS and its affiliates as a result of the relationship with the Fund are reasonable.
GENERAL CONCLUSION
Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the HPS Sub-Advisory Agreement for an initial two-year term.
Crestline
NATURE, EXTENT AND QUALITY OF SERVICES
The Board reviewed and considered the nature and extent of the investment advisory services proposed to be provided by Crestline to the Fund under the Crestline Sub-Advisory Agreement, including the selection of Fund investments. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by Crestline, including among other things, providing office facilities, equipment, and personnel. The Board also reviewed and considered the qualifications of the portfolio managers, and other key personnel of Crestline who would provide the investment advisory services to the Fund. The Board determined that Crestline’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board also took into account Crestline’s procedures used to determine the value of the Fund’s investments. Based on their review, the Trustees concluded that the nature, extent and quality of services expected to be provided to the Fund under the Crestline Sub-Advisory Agreement are satisfactory.
PERFORMANCE
The Board considered the investment experience of Crestline. Because Crestline had not commenced managing its Allocated Portion, the Board concluded consideration of the Fund’s performance was not relevant to this factor. However, the Board considered the performance of similarly managed accounts of Crestline and determined that the information presented regarding the performance of Crestline in managing similar accounts was satisfactory.
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Other Information
June 30, 2021 (Unaudited) (Continued)
FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER SUB-ADVISORS
The Board reviewed the sub-advisory fee payable to Crestline under the Crestline Sub-Advisory Agreement as compared to other similar accounts managed by Crestline and expected total expense ratio of the Fund. The Board noted that the sub-advisory fees were comparable to the fees payable by other funds managed by Crestline. The Board concluded that, in light of the services to be provided by Crestline, the sub-advisory fees to be paid by the Fund were reasonable and satisfactory.
BREAKPOINTS AND ECONOMIES OF SCALE
The Board reviewed the structure of the Fund’s investment management under the Crestline Sub-Advisory Agreement. The Board considered the Fund’s sub-advisory fees to be paid to Crestline and concluded that the fees were reasonable and satisfactory in light of the services to be provided. The Board also determined that economies of scale were not present at this time. The Board noted that it may consider breakpoints to the Fund’s sub-advisory fees as the Fund grows.
PROFITABILITY OF THE SUB-ADVISOR AND AFFILIATES
The Board considered Crestline’s assets under management and financial statements but did not consider pro-forma information concerning the costs incurred and profits expected to be realized by Crestline from Crestline’s relationship with the Fund. Due to the fact that Crestline had not commenced managing its Allocated Portion, the Board made no determination with respect to profitability.
ANCILLARY BENEFITS AND OTHER FACTORS
The Trustees received and reviewed information regarding any “fall-out” or ancillary benefits that might be received by Crestline or its affiliates as a result of their relationship with the Fund. Based on their review, the Trustees concluded that the fall-out benefits that might be received by Crestline and its affiliates as a result of the relationship with the Fund are reasonable.
GENERAL CONCLUSION
Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the Crestline Sub-Advisory Agreement for an initial two-year term.
Commonwealth
NATURE, EXTENT AND QUALITY OF SERVICES
The Board reviewed and considered the nature and extent of the investment advisory services proposed to be provided by Commonwealth to the Fund under the Commonwealth Sub-Advisory Agreement, including the selection of Fund investments. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by Commonwealth, including among other things, providing office facilities, equipment, and personnel. The Board also reviewed and considered the qualifications of the portfolio managers, and other key personnel of Commonwealth who would provide the investment advisory services to the Fund. The Board determined that Commonwealth’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board also took into account Commonwealth’s procedures used to determine the value of the Fund’s investments. Based on their review, the Trustees concluded that the nature, extent and quality of services expected to be provided to the Fund under the Commonwealth Sub-Advisory Agreement are satisfactory.
PERFORMANCE
The Board considered the investment experience of Commonwealth. Because Commonwealth had not commenced managing its Allocated Portion, the Board concluded consideration of the Fund’s performance was not relevant to this factor. Further, because Commonwealth is a newly-created adviser, the Board considered the performance of similarly managed accounts managed by the investment professionals of its affiliate who will be responsible for managing Commonwealth’s Allocated Portion. After such consideration, the Board determined that the information presented regarding the performance of in managing similar accounts was satisfactory.
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Other Information
June 30, 2021 (Unaudited) (Continued)
FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER SUB-ADVISORS
The Board reviewed the sub-advisory fee payable to Commonwealth under the Commonwealth Sub-Advisory Agreement as compared to other similar accounts managed by Commonwealth’s affiliate and the expected total expense ratio of the Fund. The Board concluded that, in light of the services to be provided by Commonwealth, the sub-advisory fees to be paid by the Fund were reasonable and satisfactory.
BREAKPOINTS AND ECONOMIES OF SCALE
The Board reviewed the structure of the Fund’s investment management under the Commonwealth Sub-Advisory Agreement. The Board considered the Fund’s sub-advisory fees to be paid to Commonwealth and concluded that the fees were reasonable and satisfactory in light of the services to be provided. The Board also determined that economies of scale were not present at this time. The Board noted that it may consider breakpoints to the Fund’s sub-advisory fees as the Fund grows.
PROFITABILITY OF THE SUB-ADVISOR AND AFFILIATES
The Board considered Commonwealth’s and its affiliates’ assets under management and financial statements but did not consider pro-forma information concerning the costs incurred and profits expected to be realized by Commonwealth from Commonwealth’s relationship with the Fund. Due to the fact that Commonwealth had not commenced managing its Allocated Portion, the Board made no determination with respect to profitability.
ANCILLARY BENEFITS AND OTHER FACTORS
The Trustees received and reviewed information regarding any “fall-out” or ancillary benefits that might be received by Commonwealth or its affiliates as a result of their relationship with the Fund. Based on their review, the Trustees concluded that the fall-out benefits that might be received by Commonwealth and its affiliates as a result of the relationship with the Fund are reasonable.
GENERAL CONCLUSION
Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the Commonwealth Sub-Advisory Agreement for an initial two-year term.
Audax
NATURE, EXTENT AND QUALITY OF SERVICES
The Board reviewed and considered the nature and extent of the investment advisory services proposed to be provided by the Audax to the Fund under the Audax Sub-Advisory Agreement, including the selection of Fund investments. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by Audax, including among other things, providing office facilities, equipment, and personnel. The Board also reviewed and considered the qualifications of the portfolio managers, and other key personnel of Audax who would provide the investment advisory services to the Fund. The Board determined that Audax’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board also took into account Audax’s procedures used to determine the value of the Fund’s investments. The Board concluded that the overall quality of the sub-advisory and administrative services was satisfactory.
PERFORMANCE
The Board considered the investment experience of Audax. Because Audax does not calculate a return for the Fund, because it only manages an Allocated Portion of the Fund, the Board concluded consideration of the Fund’s performance was not relevant to this factor. However, the Board considered the performance of similarly managed accounts of Audax and determined that the information presented regarding the performance of Audax in managing similar accounts was satisfactory.
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Other Information
June 30, 2021 (Unaudited) (Continued)
FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER SUB-ADVISORS
The Board reviewed the sub-advisory fee payable to Audax as compared to other similar accounts managed by the Audax and the total expense ratio of the Fund. The Board compared the total advisory fee and total expense ratio for the Fund with various comparative data, including a report of other comparable funds. The Board noted that the sub-advisory fees were comparable to the fees payable by other accounts managed by Audax. The Board concluded that the sub-advisory fees to be paid by the Fund and total expense ratio were reasonable and satisfactory in light of the services proposed to be provided.
BREAKPOINTS AND ECONOMIES OF SCALE
The Board reviewed the structure of the Fund’s investment management under the Audax Sub-Advisory Agreement, noting that the fee to be paid to Audax is subject to breakpoints at certain asset levels. The Board considered the Fund’s sub-advisory fees to be paid to Audax and concluded that the fees were reasonable and satisfactory in light of the services to be provided.
PROFITABILITY OF THE SUB-ADVISOR AND AFFILIATES
The Board considered Audax’s assets under management and its financial condition. Audax did not provide pro-forma information concerning the costs incurred and profits expected to be realized by Audax from Audax’s relationship with the Fund because their business model is predicated on having scalable operations that allow for simultaneous management of similar portfolios across their various accounts and they do not calculate profitability on an account by account basis.
GENERAL CONCLUSION
Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the Audax Sub-Advisory Agreement for an initial two-year term.
Shareholder Meeting Results
On May 6, 2021, and May 27, 2021 all investors of the Fund had the right to vote their shares at special meetings (the “Special Meetings”) in connection with the proposals listed below.
The Special Meeting with respect to Proposal 1, below was held on May 6, 2021 at the offices of its investment adviser, Cliffwater LLC, 4640 Admiralty Way, 11th Floor, Marina del Rey, California 90292 at 10:30 a.m. (Pacific Time). The Special Meeting with respect to Proposals 2 through 6 was held at the offices of Cliffwater LLC on May 27, 2021 at 11:00 (Eastern Time). The results of the voting at the Special Meetings were as provided below. Percentage information relates to the votes recorded as a percentage of the outstanding shares on the record date for the Special Meetings.
| 1. | Approval of the election of four nominees to the Board. |
Votes For Number | Votes For Percentage | Votes Withhold Number | Votes Withhold Percentage | Abstained Number | Abstained Percentage |
60,282,490 | 99.87% | 77,314 | 0.13% | 0 | 0% |
| 2. | Approval of a new sub-advisory agreement between the Fund, Cliffwater and Crescent Capital Group LP, as a result of the change of control that automatically terminated the existing sub-advisory agreement. |
Votes For Number | Votes For Percentage | Votes Against Number | Votes Against Percentage | Abstained Number | Abstained Percentage |
47,210,022 | 93.32% | 42,139 | 0.08% | 3,338,548 | 6.60% |
| 3. | Approval of a new sub-advisory agreement between the Fund, Cliffwater and Barings. |
Votes For Number | Votes For Percentage | Votes Against Number | Votes Against Percentage | Abstained Number | Abstained Percentage |
47,213,241 | 93.32% | 38,919 | 0.08% | 3,338,548 | 6.60% |
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Cliffwater Corporate Lending Fund
Other Information
June 30, 2021 (Unaudited) (Continued)
| 4. | Approval of a new sub-advisory agreement between the Fund, Cliffwater and HPS. |
Votes For Number | Votes For Percentage | Votes Against Number | Votes Against Percentage | Abstained Number | Abstained Percentage |
47,209,537 | 93.32% | 35,666 | 0.07% | 3,345,504 | 6.61% |
| 5. | Approval of a new sub-advisory agreement between the Fund, Cliffwater and Crestline. |
Votes For Number | Votes For Percentage | Votes Against Number | Votes Against Percentage | Abstained Number | Abstained Percentage |
47,209,531 | 93.32% | 42,629 | 0.08% | 3,338,548 | 6.60% |
| 6. | Approval of a new sub-advisory agreement between the Fund, Cliffwater and Commonwealth. |
Votes For Number | Votes For Percentage | Votes Against Number | Votes Against Percentage | Abstained Number | Abstained Percentage |
47,204,970 | 93.31% | 47,188 | 0.09% | 3,338,548 | 6.60% |
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Other Information
June 30, 2021 (Unaudited) (Continued)
PRIVACY NOTICE
FACTS | WHAT DOES THE FUND DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● Account balances ● Account transactions ● Transaction history ● Wire transfer instructions ● Checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons funds choose to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does the Fund share? | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes – to offer our products and services to you | No | We don’t share |
For joint marketing with other financial companies | No | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes – information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call 1-(888)-442-4420 |
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June 30, 2021 (Unaudited) (Continued)
What we do |
How does the Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Fund collect my personal information? | We collect your personal information, for example, when you ● Open an account ● Provide account information ● Give us your contact information ● Make a wire transfer ● Tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● Sharing for affiliates’ everyday business purposes – information about your creditworthiness ● Affiliates from using your information to market to you ● Sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Fund doesn’t jointly market. |
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Investment Manager
Cliffwater LLC
4640 Admiralty Way, 11th Floor
Marina del Rey, CA 90292
Website: www.cliffwaterfunds.com
Custodian Bank
State Street Bank and Trust Company
1 Iron Street
Boston, MA 02210
Fund Administrator, Transfer Agent and Fund Accountant
UMB Fund Services
235 W. Galena Street
Milwaukee, WI 53212-3949
Phone: (414) 299-2200
Distributor
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
http://www.foreside.com
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
342 North Water Street, Suite 830
Milwaukee, Wisconsin 53202
Not applicable to semi-annual reports.
| Item 3. | Audit Committee Financial Expert. |
Not applicable to semi-annual reports.
| Item 4. | Principal Accountant Fees and Services. |
Not applicable to semi-annual reports.
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable to semi-annual reports.
See the Semi-Annual Report to Shareholders under Item 1 of this Form.
| Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to semi-annual reports.
| Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable.
| Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
None.
| Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Trustees since the Fund last provided disclosure in response to this item.
| Item 11. | Controls and Procedures. |
| (a) | The registrant’s President (Principal Executive Officer) and Treasurer (Principal Financial Officer) have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report, that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Exchange Act. |
| (b) | There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the most recent fiscal half-year period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
| Item 12. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
None.
(a)(1) Not applicable to semi-annual reports.
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(a)(4) Change in the registrant’s independent public accountant. Not applicable.
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | Cliffwater Corporate Lending Fund | |
| | |
By (Signature and Title)* | /s/ Stephen Nesbitt | |
| Stephen Nesbitt, President | |
| (Principal Executive Officer) | |
| | |
Date | September 7, 2021 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
By (Signature and Title)* | /s/ Stephen Nesbitt | |
| Stephen Nesbitt, President | |
| (Principal Executive Officer) | |
| | |
Date | September 7, 2021 | |
| | |
By (Signature and Title)* | /s/ Lance J. Johnson | |
| Lance J. Johnson, Treasurer | |
| (Principal Financial Officer) | |
| | |
Date | September 7, 2021 | |