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: March 31
Date of reporting period: September 30, 2022
Item 1. Report to Shareholders
CLIFFWATER CORPORATE LENDING FUND
![](https://capedge.com/proxy/N-CSRS/0001398344-22-024371/fp0080787-1_i.jpg)
Semi-Annual Report
For the Period Ended September 30, 2022
(Unaudited)
Cliffwater Corporate Lending Fund
Table of Contents
For the Period Ended September 30, 2022 (Unaudited)
| |
Letter to Shareholders | 2-3 |
Consolidated Schedule of Investments | 4-65 |
Consolidated Statement of Assets and Liabilities | 66 |
Consolidated Statement of Operations | 67 |
Consolidated Statements of Changes in Net Assets | 68 |
Consolidated Statement of Cash Flows | 69-70 |
Consolidated Financial Highlights | 71-72 |
Notes to Consolidated Financial Statements | 73-113 |
Other Information | 114 |
Privacy Notice | 115-116 |
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
September 30, 2022 (Unaudited)
To our shareholders:
The Cliffwater Corporate Lending Fund recently completed three full years of operation, and we want to thank you for the continued trust you have placed in us.
Performance has been consistently strong relative to our objective. The Cliffwater Corporate Lending Fund (the Fund) produced a net 8.03% annualized return from its June 5, 2019 inception, through September 30, 2022. This compares to a 2.36% annualized return for the Morningstar LSTA US Leveraged Loan Index. The Fund also reported relatively consistent monthly returns. Its annualized standard deviation measures 2.21% for the same period compared to 8.48% for the Morningstar LSTA US Leveraged Loan Index.
The Fund experienced strong net investor inflows over the six months ended September 30, 2022, with net-asset-value growing from $6.7 billion on March 31, 2022, to $9.3 billion on September 30, 2022. This asset growth has been supported by significant investment in personnel and technology to grow our platform and the onboarding of additional strategic lending partners to access high quality senior corporate loans. Factors materially affecting the Fund’s performance during the most recently completed quarter include an increasing current cash yield as a result of rising interest rates, and very low realized losses.
We remain confident in the Fund’s continued performance despite the uncertain economic environment brought by high inflation and the prospect of a slowing economy. The Fund’s 8.7% net current yield at September 30, 2022, up from 7.2% at March 31, 2022, remains attractive and should continue to rise as the Federal Reserve pushes short-term interest rates higher.
We again sincerely thank you for your support.
Regards,
Stephen L. Nesbitt
Chief Investment Officer
Cliffwater LLC
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.
2
Cliffwater Corporate Lending Fund
Letter to Shareholders
September 30, 2022 (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 a 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).
3
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS — 101.6% | | | | |
| | | | COMMUNICATIONS — 3.1% | | | | |
$ | 2,932,500 | | | 1236904 B.C. Ltd. First Lien Term Loan, 8.613% (1-Month USD Libor+550 basis points), 3/4/20271,2,3,4 | | $ | 2,835,206 | |
| 24,872,159 | | | AG-Twin Brook Communication Services First Lien Term Loan, 8.192% (3-Month USD Sofr+575 basis points), 10/1/20242,3,4 | | | 24,690,499 | |
| | | | Aspen Opco, LLC | | | | |
| 2,651,515 | | | Revolver, 0.500%, 12/1/20272,4,5 | | | 2,617,889 | |
| 21,988,636 | | | First Lien Term Loan, 9.095% (3-Month USD Libor+550 basis points), 12/1/20272,3,4 | | | 21,709,783 | |
| 189,394 | | | Revolver, 10.750% (Prime Rate+625 basis points), 12/1/20272,3,4 | | | 186,992 | |
| 5,000,000 | | | BrightSign First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 10/14/20272,3,4 | | | 4,853,457 | |
| | | | CM Acquisitions Holdings Inc. | | | | |
| 299,651 | | | Delayed Draw, 8.500% (3-Month EUR Libor+600 basis points), 5/6/20252,3,4 | | | 293,604 | |
| 815,108 | | | Incremental Term Loan, 8.981% (3-Month EUR Libor+600 basis points), 5/6/20252,3,4 | | | 798,659 | |
| 2,614,068 | | | First Lien Term Loan, 8.981% (3-Month EUR Libor+600 basis points), 5/6/20252,3,4 | | | 2,561,315 | |
| GBP 1,772,638 | | | CSL DualCom Ltd First Lien Term Loan, 7.077% (6-Month GBP Libor+550 basis points), 9/25/20272,3,4,6 | | | 1,965,849 | |
| 10,000,000 | | | EP Purchaser, LLC Second Lien Term Loan, 10.174% (3-Month USD Libor+650 basis points), 11/4/20292,3,4 | | | 9,814,225 | |
| | | | Fingerpaint Marketing, Inc. | | | | |
| 1,680,108 | | | Revolver, 0.500%, 12/30/20262,4,5 | | | 1,637,803 | |
| 9,167,014 | | | Delayed Draw, 1.000%, 12/30/20262,4,5 | | | 8,936,194 | |
| 5,988,925 | | | Delayed Draw, 9.924% (3-Month USD Libor+625 basis points), 12/30/20262,3,4 | | | 5,838,127 | |
| 8,098,837 | | | First Lien Term Loan, 9.924% (3-Month USD Libor+625 basis points), 12/30/20262,3,4 | | | 7,894,913 | |
| 12,343,138 | | | FuseFX, LLC First Lien Term Loan, 8.899% (1-Month USD Sofr+575 basis points), 10/1/20242,3,4 | | | 12,252,987 | |
| 15,000,000 | | | HH Global Finance Limited First Lien Term Loan, 7.310% (3-Month USD Libor+600 basis points), 9/24/20282,3,4 | | | 14,797,776 | |
| | | | HPS Telecommunications | | | | |
| 9,800,000 | | | First Lien Term Loan, 9.674% (3-Month USD Libor+600 basis points), 5/30/20252,3,4,7 | | | 9,525,065 | |
| 10,000,000 | | | First Lien Term Loan, 9.434% (3-Month USD Libor+635 basis points), 7/23/20262,3,4 | | | 9,933,929 | |
| | | | Iconic Purchaser Corporation | | | | |
| 1,230,769 | | | Revolver, 0.500%, 11/5/20272,4,5 | | | 1,178,614 | |
| 307,692 | | | Revolver, 8.185% (3-Month USD Libor+550 basis points), 11/5/20272,3,4 | | | 294,654 | |
| 18,369,231 | | | First Lien Term Loan, 8.493% (3-Month USD Libor+550 basis points), 11/5/20282,3,4 | | | 17,517,348 | |
See accompanying Notes to Consolidated Financial Statements.
4
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | COMMUNICATIONS (Continued) | | | | |
$ | 14,207,143 | | | KeyImpact Holdings, Inc. First Lien Term Loan, 7.482% (3-Month USD Libor+475 basis points), 6/21/20262,3,4 | | $ | 13,991,461 | |
| 2,000,000 | | | Lifesize Second Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 3/2/20262,3,4 | | | 1,946,369 | |
| | | | MBS Holdings, Inc. | | | | |
| 1,271,186 | | | Revolver, 0.500%, 4/6/20272,4,5 | | | 1,248,711 | |
| 13,591,526 | | | First Lien Term Loan, 8.556% (3-Month USD Libor+575 basis points), 4/6/20272,3,4 | | | 13,351,216 | |
| 12,275,823 | | | MBS Services Holdings, LLC First Lien Term Loan, 11.332% (3-Month USD Libor+700 basis points), 2/26/20262,3,4 | | | 12,030,306 | |
| | | | Mc Group Ventures Corporation | | | | |
| 4,519,231 | | | Delayed Draw, 1.000%, 6/30/20272,4,5 | | | 4,486,770 | |
| 15,230,769 | | | First Lien Term Loan, 8.377% (3-Month USD Libor+550 basis points), 6/30/20272,3,4 | | | 15,121,371 | |
| 5,057,933 | | | Delayed Draw, 8.377% (3-Month USD Libor+550 basis points), 6/30/20272,3,4 | | | 5,021,603 | |
| | | | OneCare Media, LLC | | | | |
| 1,333,333 | | | Revolver, 0.500%, 9/29/20262,4,5 | | | 1,310,426 | |
| 9,760,532 | | | First Lien Term Loan, 9.615% (3-Month USD Libor+650 basis points), 9/29/20262,3,4 | | | 9,592,838 | |
| AUD 2,800,000 | | | Permaconn TopCo Pty, Ltd. First Lien Term Loan, 9.102% (3-Month AUD BBSY+650 basis points), 12/8/20272,3,4,6 | | | 1,740,092 | |
| | | | Royal Buyer, LLC | | | | |
| 191,667 | | | Revolver, 0.500%, 8/31/20282,4,5 | | | 187,833 | |
| 500,000 | | | Delayed Draw, 1.000%, 8/31/20282,4,5 | | | 495,000 | |
| 58,333 | | | Revolver, 8.903% (3-Month USD Sofr+600 basis points), 8/31/20282,3,4 | | | 57,167 | |
| 2,500,000 | | | First Lien Term Loan, 8.903% (3-Month USD Sofr+600 basis points), 8/31/20282,3,4 | | | 2,450,000 | |
| 12,000,000 | | | TA TT Buyer First Lien Term Loan, 8.981% (3-Month USD Sofr+525 basis points), 4/1/20292,3 | | | 11,560,020 | |
| | | | Trunk Acquisition, Inc. | | | | |
| 1,193,049 | | | Revolver, 0.500%, 2/19/20262,4,5 | | | 1,185,166 | |
| 2,500,000 | | | Revolver, 0.500%, 2/19/20272,4,5 | | | 2,483,482 | |
| 7,495,876 | | | Delayed Draw, 9.424% (3-Month USD Libor+575 basis points), 2/19/20272,3,4 | | | 7,446,350 | |
| 22,387,500 | | | First Lien Term Loan, 9.642% (3-Month USD Libor+600 basis points), 2/19/20272,3,4 | | | 22,239,584 | |
| | | | | | | 290,080,653 | |
| | | | CONSUMER DISCRETIONARY — 8.9% | | | | |
| | | | ADS Buyer, Inc. | | | | |
| 11,643,594 | | | First Lien Term Loan, 8.953% (3-Month USD Sofr+525 basis points), 12/31/20262,3,4 | | | 11,525,037 | |
| 6,524,647 | | | First Lien Term Loan, 8.759% (3-Month USD Sofr+525 basis points), 12/30/20272,3,4 | | | 6,458,212 | |
See accompanying Notes to Consolidated Financial Statements.
5
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | CONSUMER DISCRETIONARY (Continued) | | | | |
| | | | AG-Twin Brook Consumer Discretionary | | | | |
$ | 24,777,896 | | | First Lien Term Loan, 11.160% (3-Month USD Sofr+675 basis points), 2/14/20242,3,4,7 | | $ | 24,212,220 | |
| 9,900,043 | | | First Lien Term Loan, 8.566% (3-Month USD Sofr+625 basis points), 4/20/20262,3,4 | | | 9,834,632 | |
| 19,839,884 | | | First Lien Term Loan, 10.065% (3-Month USD Sofr+625 basis points), 4/22/20262,3,4 | | | 19,708,801 | |
| 14,925,000 | | | First Lien Term Loan, 9.565% (3-Month USD Sofr+575 basis points), 11/30/20262,3,4,7 | | | 14,826,389 | |
| 24,875,000 | | | First Lien Term Loan, 9.174% (1-Month USD Libor+575 basis points), 12/14/20272,3,4 | | | 24,577,629 | |
| | | | Archimede | | | | |
| EUR 4,500,000 | | | First Lien Term Loan, 5.475% (3-Month EUR Libor+600 basis points), 10/17/20272,3,4,6 | | | 4,380,898 | |
| EUR 4,000,000 | | | First Lien Term Loan, 5.475% (6-Month EUR Libor+525 basis points), 10/17/20272,3,4,6 | | | 3,799,972 | |
| EUR 1,500,000 | | | Delayed Draw, 5.475% (3-Month EUR Libor+525 basis points), 10/27/20272,3,4,6 | | | 1,460,299 | |
| EUR 2,500,000 | | | First Lien Term Loan, 5.475% (3-Month EUR Libor+525 basis points), 10/27/20272,3,4,6 | | | 2,433,832 | |
| EUR 4,200,000 | | | First Lien Term Loan, 5.475% (6-Month EUR Libor+525 basis points), 10/27/20272,3,4,6 | | | 3,989,971 | |
| EUR 1,100,000 | | | First Lien Term Loan, 5.475% (6-Month EUR Libor+525 basis points), 10/27/20272,3,4,6 | | | 1,044,992 | |
| 10,821,012 | | | Astro Acquisition, LLC First Lien Term Loan, 8.480% (3-Month USD Sofr+550 basis points), 9/15/20282,3,4,7 | | | 10,580,503 | |
| | | | Auveco Holdings, Inc. | | | | |
| 986,842 | | | Revolver, 0.500%, 5/5/20282,4,5 | | | 966,927 | |
| 1,973,684 | | | Delayed Draw, 1.000%, 5/5/20282,4,5 | | | 1,933,855 | |
| 328,947 | | | Revolver, 7.617% (3-Month USD Sofr+575 basis points), 5/5/20282,3,4 | | | 322,309 | |
| 9,187,500 | | | First Lien Term Loan, 7.617% (3-Month USD Sofr+575 basis points), 5/5/20282,3,4 | | | 9,002,093 | |
| | | | Bendon | | | | |
| 1,800,000 | | | Revolver, 0.750%, 12/11/20252,4,5 | | | 1,727,682 | |
| 12,345,302 | | | First Lien Term Loan, 10.680% (3-Month USD Libor+700 basis points), 12/11/20252,3,4 | | | 11,849,309 | |
| 2,961,563 | | | Chop’t Creative Salad Company LLC First Lien Term Loan, 10.365% (1-Month USD Libor+725 basis points), 1/22/20242,3,4 | | | 2,956,705 | |
| | | | Club Car Wash | | | | |
| 2,560,529 | | | Delayed Draw, 1.000%, 6/16/20272,4,5 | | | 2,483,714 | |
| 2,439,471 | | | Delayed Draw, 10.203% (3-Month USD Libor+650 basis points), 6/16/20272,3,4 | | | 2,366,287 | |
| | | | COP Hometown Acquisitions, Inc. | | | | |
| 2,012,694 | | | Delayed Draw, 7.282% (3-Month USD Libor+450 basis points), 7/16/20272,3,4,7 | | | 1,970,005 | |
| 3,072,853 | | | Delayed Draw, 8.243% (3-Month USD Libor+450 basis points), 7/16/20272,3,4,7 | | | 3,007,679 | |
| 4,776,535 | | | Delayed Draw, 8.243% (3-Month USD Libor+450 basis points), 7/16/20272,3,4,7 | | | 4,687,033 | |
See accompanying Notes to Consolidated Financial Statements.
6
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | CONSUMER DISCRETIONARY (Continued) | | | | |
$ | 3,153,717 | | | First Lien Term Loan, 8.243% (3-Month USD Libor+450 basis points), 7/16/20272,3,4,7 | | $ | 3,086,828 | |
| | | | Covercraft Parent II | | | | |
| 2,225,000 | | | Delayed Draw, 1.000%, 8/20/20272,4,5 | | | 2,177,809 | |
| 2,775,000 | | | Delayed Draw, 8.174% (3-Month USD Libor+450 basis points), 8/20/20272,3,4,7 | | | 2,716,143 | |
| | | | Denali Midco 2 LLC | | | | |
| 7,500,000 | | | Delayed Draw, 1.000%, 12/22/20272,4,5 | | | 7,246,342 | |
| 7,500,000 | | | First Lien Term Loan, 9.445% (1-Month USD Sofr+650 basis points), 12/22/20272,3,4 | | | 7,246,342 | |
| | | | EAP Holdco, LLC | | | | |
| 1,604,341 | | | Revolver, 0.500%, 11/17/20272,4,5 | | | 1,583,995 | |
| 989,658 | | | Delayed Draw, 1.000%, 11/17/20272,4,5 | | | 977,107 | |
| 19,315,460 | | | First Lien Term Loan, 7.750% (3-Month USD Libor+550 basis points), 11/17/20272,3,4 | | | 19,070,507 | |
| 802,170 | | | Revolver, 8.750% (3-Month USD Libor+550 basis points), 11/17/20272,3,4 | | | 791,997 | |
| 913,530 | | | Delayed Draw, 9.142% (3-Month USD Libor+550 basis points), 11/17/20272,3,4 | | | 901,945 | |
| 15,366,568 | | | Evergreen Acqco 1 LP First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 3/26/20282,3,4 | | | 14,828,738 | |
| | | | Gateway US Holdings, Inc. | | | | |
| 409,091 | | | Revolver, 0.500%, 9/22/20242,4,5 | | | 400,104 | |
| 1,176,273 | | | Delayed Draw, 1.000%, 9/22/20242,4,5 | | | 1,150,432 | |
| 360,303 | | | Delayed Draw, 8.315% (3-Month USD Sofr+565 basis points), 9/22/20242,3,4 | | | 352,388 | |
| 500,000 | | | Revolver, 8.328% (3-Month USD Sofr+575 basis points), 9/22/20242,3,4 | | | 489,016 | |
| 22,613,636 | | | First Lien Term Loan, 8.328% (3-Month USD Sofr+575 basis points), 9/22/20242,3,4 | | | 22,116,854 | |
| 1,226,211 | | | Delayed Draw, 8.328% (3-Month USD Sofr+565 basis points), 9/22/20242,3,4 | | | 1,199,273 | |
| 342,424 | | | Delayed Draw, 8.695% (3-Month USD Sofr+565 basis points), 9/22/20242,3,4 | | | 334,902 | |
| 126,970 | | | Delayed Draw, 8.815% (3-Month USD Sofr+565 basis points), 9/22/20242,3,4 | | | 124,180 | |
| 372,727 | | | Delayed Draw, 8.871% (3-Month USD Sofr+565 basis points), 9/22/20242,3,4 | | | 364,539 | |
| 695,455 | | | Delayed Draw, 8.909% (3-Month USD Sofr+565 basis points), 9/22/20242,3,4 | | | 680,177 | |
| 250,121 | | | Delayed Draw, 9.217% (3-Month USD Sofr+565 basis points), 9/22/20242,3,4 | | | 244,626 | |
| 1,810,606 | | | Delayed Draw, 9.303% (3-Month USD Sofr+565 basis points), 9/22/20242,3,4 | | | 1,770,830 | |
| 30,000,000 | | | GSM Acquisition Corp. First Lien Term Loan, 7.280% (3-Month USD Sofr+500 basis points), 11/16/20262,3,4 | | | 29,801,788 | |
| | | | GSV Holding, LLC | | | | |
| 7,413,421 | | | Delayed Draw, 9.174% (3-Month USD Libor+475 basis points), 4/3/20282,3,4,7 | | | 7,203,071 | |
| 24,000,000 | | | Delayed Draw, 1.000%, 4/15/20292,4,5 | | | 23,319,018 | |
| 26,000,000 | | | Delayed Draw, 7.488% (3-Month USD Libor+475 basis points), 4/15/20292,3,4 | | | 25,262,270 | |
| 17,000,000 | | | Harbor Purchaser, Inc. First Lien Term Loan, 11.534% (1-Month USD Sofr+850 basis points), 4/7/20302,3,4,7 | | | 16,542,633 | |
See accompanying Notes to Consolidated Financial Statements.
7
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | CONSUMER DISCRETIONARY (Continued) | | | | |
| | | | HPS Consumer Discretionary | | | | |
$ | 4,556,660 | | | First Lien Term Loan, 10.174% (3-Month USD Libor+650 basis points), 10/31/20242,3,4,7 | | $ | 4,434,128 | |
| 5,036,176 | | | First Lien Term Loan, 8.524% (3-Month USD Libor+600 basis points), 6/27/20252,3,4,7 | | | 4,885,308 | |
| 15,585,499 | | | First Lien Term Loan, 9.556% (3-Month USD Libor+675 basis points), 7/26/20262,3,4 | | | 15,505,748 | |
| | | | HS Spa Holdings, Inc. | | | | |
| 311,429 | | | Revolver, 0.500%, 6/2/20282,4,5 | | | 303,264 | |
| 2,180,000 | | | First Lien Term Loan, 7.512% (3-Month USD Sofr+575 basis points), 6/2/20292,3,4 | | | 2,122,848 | |
| 7,168,952 | | | Hudson’s Bay Company First Lien Term Loan, 10.415% (3-Month USD Libor+733 basis points), 9/30/20262,3,4,7 | | | 6,959,375 | |
| 14,571,967 | | | HY Cite Enterprises LLC First Lien Term Loan, 10.930% (3-Month USD Libor+800 basis points), 11/1/20262,3,4 | | | 14,117,637 | |
| 15,235,744 | | | Ingenio, LLC First Lien Term Loan, 10.128% (3-Month USD Sofr+700 basis points), 8/3/20262,3,4,7 | | | 14,989,214 | |
| | | | Innovetive Petcare, LLC | | | | |
| 4,220,317 | | | Delayed Draw, 1.000%, 12/2/20262,4,5 | | | 4,169,230 | |
| 9,769,683 | | | Delayed Draw, 7.818% (1-Month USD Libor+500 basis points), 12/2/20262,3,4,7 | | | 9,651,421 | |
| | | | KBP Brands, LLC | | | | |
| 17,810,349 | | | Delayed Draw, 1.000%, 5/26/20272,4,5 | | | 17,183,824 | |
| 2,189,651 | | | Delayed Draw, 7.460% (3-Month USD Libor+525 basis points), 5/26/20272,3,4 | | | 2,112,624 | |
| | | | KBP Investments LLC | | | | |
| 3,444,691 | | | Delayed Draw, 1.000%, 5/26/20272,4,5 | | | 3,350,440 | |
| 23,992,297 | | | Delayed Draw, 8.620% (3-Month USD Libor+550 basis points), 5/26/20272,3,4 | | | 23,335,839 | |
| 14,962,302 | | | Leonard Group, Inc. First Lien Term Loan, 9.815% (3-Month USD Sofr+600 basis points), 2/26/20262,3,4 | | | 14,847,352 | |
| | | | Margaritaville Enterprises LLC | | | | |
| 312,500 | | | Revolver, 0.500%, 6/17/20272,4,5 | | | 306,870 | |
| 5,108,297 | | | Delayed Draw, 1.000%, 6/17/20272,4,5 | | | 5,054,467 | |
| 10,700,604 | | | First Lien Term Loan, 8.310% (3-Month USD Sofr+475 basis points), 6/17/20272,3,4 | | | 10,507,836 | |
| | | | NL1 Acquire Corp. | | | | |
| CAD 563,195 | | | Revolver, 0.500%, 5/26/20262,4,5,6 | | | 405,005 | |
| CAD 766,805 | | | Revolver, 8.183% (3-Month CAD Libor+550 basis points), 5/26/20262,3,4,6 | | | 551,425 | |
| CAD 1,930,959 | | | Delayed Draw, 1.000%, 5/26/20282,4,5,6 | | | 1,388,592 | |
| 1,182,780 | | | Delayed Draw, 1.000%, 5/26/20282,4,5 | | | 1,114,920 | |
| 236,239 | | | Delayed Draw, 9.174% (3-Month USD Libor+550 basis points), 5/26/20282,3,4 | | | 222,685 | |
| 2,089,500 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 5/26/20282,3,4 | | | 1,969,618 | |
| CAD 1,944,115 | | | Delayed Draw, 9.673% (3-Month CAD Libor+550 basis points), 5/26/20282,3,4,6 | | | 1,398,053 | |
See accompanying Notes to Consolidated Financial Statements.
8
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | CONSUMER DISCRETIONARY (Continued) | | | | |
| CAD 9,657,750 | | | First Lien Term Loan, 9.673% (3-Month CAD Libor+550 basis points), 5/26/20282,3,4,6 | | $ | 6,945,085 | |
$ | 29,656,571 | | | Owl Rock Consumer Discretionary First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 3/26/20262,3,4 | | | 29,132,219 | |
| 6,176,471 | | | Penney Borrower LLC First Lien Term Loan, 9.707% (1-Month USD Libor+714 basis points), 12/16/20262,3,4,7 | | | 6,046,170 | |
| | | | Quality Automotive Services, LLC | | | | |
| 1,477,132 | | | Revolver, 0.500%, 7/16/20272,4,5,7 | | | 1,445,803 | |
| 3,186,913 | | | Delayed Draw, 8.483% (3-Month USD Libor+600 basis points), 7/16/20272,3,4,7 | | | 3,119,320 | |
| 4,880,400 | | | First Lien Term Loan, 9.082% (3-Month USD Libor+600 basis points), 7/16/20272,3,4,7 | | | 4,776,889 | |
| | | | Race Winning Brands, Inc. | | | | |
| 2,139,107 | | | Revolver, 0.500%, 11/16/20272,4,5 | | | 2,095,939 | |
| 985,893 | | | Revolver, 8.365% (3-Month USD Libor+525 basis points), 11/16/20272,3,4 | | | 965,997 | |
| 21,765,625 | | | First Lien Term Loan, 8.365% (3-Month USD Libor+525 basis points), 11/16/20272,3,4 | | | 21,326,387 | |
| 4,554,494 | | | First Lien Term Loan, 8.365% (3-Month USD Libor+525 basis points), 11/16/20272,3,4 | | | 4,462,583 | |
| 14,131,977 | | | First Lien Term Loan, 8.365% (3-Month USD Libor+525 basis points), 11/16/20272,3,4 | | | 13,759,762 | |
| 1,949,875 | | | RCS Consumer Discretionary First Lien Term Loan, 8.168% (3-Month USD Libor+500 basis points), 6/6/20252,3,4,7 | | | 1,905,652 | |
| | | | RefrigiWear, LLC | | | | |
| 1,517,773 | | | First Lien Term Loan, 7.475% (3-Month USD Sofr+475 basis points), 11/2/20272,3,4 | | | 1,490,937 | |
| 2,254,976 | | | Revolver, 0.500%, 6/4/20292,4,5 | | | 2,215,107 | |
| 346,919 | | | Revolver, 7.475% (3-Month USD Sofr+475 basis points), 6/4/20292,3,4 | | | 340,786 | |
| 15,580,368 | | | First Lien Term Loan, 7.475% (3-Month USD Sofr+475 basis points), 6/4/20292,3,4 | | | 15,304,895 | |
| | | | Regent Holding Company, LLC | | | | |
| 11,723,684 | | | First Lien Term Loan, 10.820% (1-Month USD Libor+775 basis points), 2/25/20261,2,3,4,8,9 | | | 11,604,312 | |
| 2,819,549 | | | Revolver, 10.820% (1-Month USD Libor+775 basis points), 2/25/20262,3,4 | | | 2,790,840 | |
| 1,120,771 | | | First Lien Term Loan, 10.820% (1-Month USD Libor+775 basis points), 2/26/20262,3,4 | | | 1,109,359 | |
| | | | Spanx, LLC | | | | |
| 8,709,567 | | | Revolver, 0.500%, 11/18/20282,4,5 | | | 8,453,751 | |
| 3,387,054 | | | Revolver, 8.033% (3-Month USD Libor+525 basis points), 11/18/20282,3,4 | | | 3,287,570 | |
| 72,390,763 | | | First Lien Term Loan, 8.302% (3-Month USD Libor+550 basis points), 11/18/20282,3,4 | | | 70,264,513 | |
| | | | Spotless Brands, LLC | | | | |
| 69,000 | | | Revolver, 0.500%, 6/21/20282,4,5 | | | 67,620 | |
| 1,976,809 | | | Delayed Draw, 1.000%, 6/21/20282,4,5 | | | 1,957,041 | |
See accompanying Notes to Consolidated Financial Statements.
9
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | CONSUMER DISCRETIONARY (Continued) | | | | |
$ | 7,169,566 | | | First Lien Term Loan, 9.191% (3-Month USD Sofr+665 basis points), 6/21/20282,3,4 | | $ | 7,026,174 | |
| 181,000 | | | Revolver, 9.348% (3-Month USD Sofr+660 basis points), 6/21/20282,3,4 | | | 177,380 | |
| 1,200,901 | | | Delayed Draw, 9.647% (3-Month USD Sofr+660 basis points), 6/21/20282,3,4 | | | 1,188,892 | |
| | | | Stanton Carpet Corp. | | | | |
| 1,189,468 | | | Revolver, 0.500%, 10/1/20262,4,5 | | | 1,148,809 | |
| 304,481 | | | First Lien Term Loan, 7.782% (3-Month USD Sofr+500 basis points), 10/1/20272,3,4 | | | 294,073 | |
| 9,257,054 | | | First Lien Term Loan, 8.674% (3-Month USD Libor+500 basis points), 10/1/20272,3,4 | | | 8,940,624 | |
| | | | Summit Buyer, L.L.C. | | | | |
| 1,382,979 | | | Revolver, 0.500%, 1/14/20262,4,5 | | | 1,368,030 | |
| 3,430,213 | | | Delayed Draw, 1.000%, 1/14/20262,4,5 | | | 3,393,134 | |
| 3,270,591 | | | Delayed Draw, 1.000%, 1/14/20262,4,5 | | | 3,235,238 | |
| 9,925,000 | | | First Lien Term Loan, 8.127% (3-Month USD Libor+525 basis points), 1/14/20262,3,4 | | | 9,817,717 | |
| 15,107,274 | | | Delayed Draw, 8.217% (3-Month USD Libor+525 basis points), 1/14/20262,3,4 | | | 14,943,974 | |
| 4,962,154 | | | First Lien Term Loan, 8.217% (3-Month USD Libor+525 basis points), 1/14/20262,3,4 | | | 4,908,516 | |
| | | | Truck-Lite Co., LLC | | | | |
| 219,503 | | | First Lien Term Loan, 9.803% (3-Month USD Sofr+625 basis points), 12/13/20262,3,4 | | | 217,488 | |
| 9,948,980 | | | First Lien Term Loan, 9.892% (3-Month USD Sofr+625 basis points), 12/13/20262,3,4 | | | 9,857,624 | |
| 8,000,000 | | | Woof Holdings, Inc. Second Lien Term Loan, 10.815% (1-Month USD Libor+725 basis points), 12/21/20281,2,3,4 | | | 7,376,780 | |
| 7,500,000 | | | Zips Car Wash, LLC First Lien Term Loan, 8.250% (3-Month USD Sofr+725 basis points), 3/1/20242,3,4 | | | 7,350,000 | |
| | | | | | | 831,091,552 | |
| | | | CONSUMER STAPLES — 1.2% | | | | |
| | | | BCPE North Star US Holdings Co. | | | | |
| 2,210,526 | | | Delayed Draw, 1.000%, 6/10/20282,4,5 | | | 2,097,845 | |
| 11,701,052 | | | First Lien Term Loan, 7.674% (1-Month USD Libor+400 basis points), 6/10/20282,3,4 | | | 11,104,595 | |
| 3,533,308 | | | C.P. Converters, Inc. First Lien Term Loan, 8.777% (3-Month USD Libor+650 basis points), 6/18/20232,3,4 | | | 3,509,963 | |
| 8,487,400 | | | HPS Consumer Staples First Lien Term Loan, 8.250% (3-Month USD Libor+600 basis points), 9/1/20262,3,4,7 | | | 8,431,323 | |
| | | | JTM Foods, LLC | | | | |
| 386,122 | | | Delayed Draw, 0.500%, 5/14/20272,4,5 | | | 377,365 | |
| 559,597 | | | Revolver, 0.500%, 5/14/20272,4,5 | | | 546,906 | |
| 559,597 | | | Revolver, 0.500%, 5/14/20272,4,5 | | | 553,725 | |
| 559,597 | | | Revolver, 7.672% (3-Month USD Libor+475 basis points), 5/14/20272,3,4 | | | 546,905 | |
See accompanying Notes to Consolidated Financial Statements.
10
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | CONSUMER STAPLES (Continued) | | | | |
$ | 7,645,216 | | | First Lien Term Loan, 7.672% (3-Month USD Libor+475 basis points), 5/14/20272,3,4 | | $ | 7,471,823 | |
| 772,244 | | | Delayed Draw, 8.379% (3-Month USD Libor+475 basis points), 5/14/20272,3,4 | | | 754,730 | |
| 1,354,225 | | | First Lien Term Loan, 8.891% (3-Month USD Libor+525 basis points), 5/14/20272,3,4 | | | 1,340,014 | |
| 24,853,566 | | | Maxor National Pharmacy Services, LLC First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 12/6/20272,3,4 | | | 24,433,878 | |
| | | | Purfoods, LLC | | | | |
| 4,421,250 | | | First Lien Term Loan, 9.155% (3-Month USD Libor+625 basis points), 8/12/20262,3,4 | | | 4,376,232 | |
| 2,984,531 | | | Delayed Draw, 9.171% (3-Month USD Libor+625 basis points), 8/12/20262,3,4 | | | 2,954,142 | |
| | | | RB Holdings Interco, LLC | | | | |
| 461,693 | | | Revolver, 0.500%, 5/4/20282,4,5 | | | 450,096 | |
| 2,770,160 | | | Delayed Draw, 1.000%, 5/4/20282,4,5,7 | | | 2,728,131 | |
| 923,387 | | | Revolver, 7.448% (3-Month USD Sofr+500 basis points), 5/4/20282,3,4,7 | | | 900,191 | |
| 9,233,867 | | | First Lien Term Loan, 7.715% (3-Month USD Sofr+500 basis points), 5/4/20282,3,4,7 | | | 9,001,913 | |
| 5,039,340 | | | Specialty Ingredients, LLC First Lien Term Loan, 8.793% (3-Month USD Sofr+600 basis points), 2/10/20292,3,4 | | | 4,938,553 | |
| | | | SWK Buyer, Inc. | | | | |
| 70,175 | | | Revolver, 0.500%, 3/11/20292,4,5 | | | 67,356 | |
| 3,070,176 | | | Delayed Draw, 1.000%, 3/11/20292,4,5 | | | 2,946,826 | |
| 13,201,754 | | | First Lien Term Loan, 8.832% (3-Month USD Sofr+535 basis points), 3/11/20292,3,4 | | | 12,671,352 | |
| 1,157,895 | | | Revolver, 9.750% (Prime Rate+425 basis points), 3/11/20292,3,4 | | | 1,111,374 | |
| 5,000,000 | | | Woodland Foods, Inc. First Lien Term Loan, 8.582% (1-Month USD Libor+550 basis points), 12/1/20272,3,4 | | | 4,902,789 | |
| | | | | | | 108,218,027 | |
| | | | ENERGY — 0.7% | | | | |
| | | | Drilling Info Holdings, Inc. | | | | |
| 13,928,753 | | | First Lien Term Loan, 7.615% (1-Month USD Libor+450 basis points), 7/30/20252,3,4,7 | | | 13,481,603 | |
| 4,783,546 | | | Second Lien Term Loan, 11.366% (1-Month USD Libor+825 basis points), 7/30/20262,3,4 | | | 4,686,073 | |
| 12,660,120 | | | Floating Infrastructure Holdings Finance LLC First Lien Term Loan, 8.250% (3-Month USD Sofr+575 basis points), 8/15/20272,3,4 | | | 12,406,918 | |
| 6,647,949 | | | Goodnight Water Solutions, LLC First Lien Term Loan, 10.957% (3-Month USD Sofr+750 basis points), 6/3/20272,3,4 | | | 6,505,877 | |
| | | | Integrated Power Services | | | | |
| 2,730,836 | | | Revolver, 0.500%, 11/22/20272,4,5,7 | | | 2,672,915 | |
| 5,624,447 | | | First Lien Term Loan, 7.615% (3-Month USD Sofr+450 basis points), 11/22/20282,3,4,7 | | | 5,505,155 | |
See accompanying Notes to Consolidated Financial Statements.
11
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | ENERGY (Continued) | | | | |
$ | 5,721,250 | | | Kene Acquisition, Inc. First Lien Term Loan, 7.924% (3-Month USD Libor+425 basis points), 8/10/20262,3,4,7 | | $ | 5,594,088 | |
| | | | Service Compression, LLC | | | | |
| 3,953,333 | | | Delayed Draw, 0.500%, 5/6/20272,4,5 | | | 3,796,525 | |
| 197,667 | | | Delayed Draw, 13.803% PIK (3-Month USD Sofr+800 basis points), 5/6/20272,3,4,7,10 | | | 189,826 | |
| 12,888,261 | | | First Lien Term Loan, 13.803% PIK (3-Month USD Sofr+800 basis points), 5/6/20272,3,4,7,10 | | | 12,377,050 | |
| | | | | | | 67,216,030 | |
| | | | FINANCIALS — 15.0% | | | | |
| | | | 1364720 B.C. LTD | | | | |
| CAD 2,000,000 | | | Revolver, 0.500%, 9/9/20282,4,5,6 | | | 1,413,740 | |
| CAD 5,000,000 | | | Delayed Draw, 1.000%, 9/9/20282,4,5,6 | | | 3,570,416 | |
| CAD 11,500,000 | | | First Lien Term Loan, 8.480% (3-Month CAD Sofr+450 basis points), 9/9/20282,3,4,6 | | | 8,129,008 | |
| | | | Alera Group Holdings, Inc. | | | | |
| 6,145,980 | | | Delayed Draw, 1.000%, 9/30/20282,4,5 | | | 5,997,928 | |
| 2,522,730 | | | Delayed Draw, 1.000%, 9/30/20282,4,5 | | | 2,472,276 | |
| 5,000,000 | | | Delayed Draw, 1.000%, 9/30/20282,4,5 | | | 4,873,877 | |
| 18,836,429 | | | Delayed Draw, 9.053% (3-Month USD Libor+600 basis points), 9/30/20282,3,4 | | | 18,382,675 | |
| 25,000,000 | | | First Lien Term Loan, 9.053% (3-Month USD Sofr+600 basis points), 9/30/20282,3,4 | | | 24,397,772 | |
| 3,761,365 | | | First Lien Term Loan, 9.634% (3-Month USD Sofr+650 basis points), 9/30/20282,3,4 | | | 3,673,077 | |
| | | | Amba Buyer, Inc. | | | | |
| 14,257,915 | | | Delayed Draw, 1.000%, 7/30/20272,4,5 | | | 13,791,994 | |
| 12,413,297 | | | First Lien Term Loan, 8.803% (3-Month USD Sofr+575 basis points), 7/30/20272,3,4 | | | 12,007,655 | |
| | | | Amerilife Holdings LLC | | | | |
| 2,454,545 | | | Revolver, 0.500%, 8/31/20282,4,5 | | | 2,396,791 | |
| 4,909,091 | | | Delayed Draw, 1.000%, 8/31/20292,4,5 | | | 4,842,497 | |
| 19,636,364 | | | First Lien Term Loan, 8.750% (3-Month USD Sofr+575 basis points), 8/31/20292,3,4 | | | 19,174,331 | |
| GBP 10,791,367 | | | Apus Bidco Limited First Lien Term Loan, 7.220% (3-Month GBP Libor+550 basis points), 2/9/20282,3,4,6 | | | 11,553,167 | |
| | | | AQ Sage Buyer, LLC | | | | |
| 6,653,221 | | | Delayed Draw, 1.000%, 1/25/20272,4,5 | | | 6,385,917 | |
| 17,868,014 | | | Delayed Draw, 1.000%, 1/25/20272,4,5 | | | 17,150,137 | |
| 4,615,385 | | | Delayed Draw, 7.505% (3-Month USD Libor+550 basis points), 1/25/20272,3,4 | | | 4,429,954 | |
| 13,678,274 | | | First Lien Term Loan, 7.505% (3-Month USD Libor+550 basis points), 1/25/20272,3,4 | | | 13,128,727 | |
| | | | AQ Sunshine, Inc. | | | | |
| 1,200,000 | | | Revolver, 0.500%, 4/15/20242,4,5 | | | 1,157,787 | |
| 883,333 | | | Revolver, 10.420% (2-Month USD Libor+625 basis points), 4/15/20242,3,4 | | | 852,260 | |
| 1,791,667 | | | Delayed Draw, 1.000%, 4/15/20252,4,5 | | | 1,728,640 | |
| 13,740,741 | | | Delayed Draw, 1.000%, 4/15/20252,4,5,7 | | | 13,257,375 | |
| 21,069,271 | | | Delayed Draw, 10.420% (2-Month USD Libor+625 basis points), 4/15/20252,3,4 | | | 20,328,105 | |
See accompanying Notes to Consolidated Financial Statements.
12
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | FINANCIALS (Continued) | | | | |
| | | | AxiomSL Group, Inc. | | | | |
$ | 731,098 | | | Revolver, 0.500%, 12/3/20252,4,5 | | $ | 712,690 | |
| 713,267 | | | Delayed Draw, 1.000%, 12/3/20272,4,5 | | | 695,307 | |
| 10,945,078 | | | First Lien Term Loan, 9.115% (3-Month USD Libor+600 basis points), 12/3/20272,3,4 | | | 10,669,488 | |
| EUR 130,000,000 | | | Castor Finance Holdings Limited First Lien Term Loan, 6.685% (3-Month EUR Libor+500 basis points), 7/5/20302,3,4,6 | | | 126,559,272 | |
| | | | CC SAG Acquisition Corp. | | | | |
| 699,301 | | | Revolver, 0.500%, 6/29/20272,4,5 | | | 679,762 | |
| 2,437,063 | | | Delayed Draw, 1.000%, 6/29/20282,4,5 | | | 2,368,971 | |
| 2,797,089 | | | Delayed Draw, 8.000% (3-Month USD Libor+575 basis points), 6/29/20282,3,4 | | | 2,718,937 | |
| 18,865,385 | | | First Lien Term Loan, 8.000% (3-Month USD Libor+575 basis points), 6/29/20282,3,4 | | | 18,338,279 | |
| | | | Cerity Partners, LLC | | | | |
| 443,192 | | | Revolver, 0.500%, 7/28/20292,4,5 | | | 431,822 | |
| 709,108 | | | Delayed Draw, 1.000%, 7/28/20292,4,5 | | | 697,965 | |
| 5,539,906 | | | First Lien Term Loan, 8.314% (3-Month USD Libor+575 basis points), 7/28/20292,3,4 | | | 5,397,775 | |
| 952,864 | | | Delayed Draw, 8.784% (3-Month USD Libor+575 basis points), 7/28/20292,3,4 | | | 937,891 | |
| | | | CFGI Holdings, LLC | | | | |
| 1,751,825 | | | Revolver, 0.500%, 11/2/20272,4,5 | | | 1,681,442 | |
| 2,189,781 | | | Delayed Draw, 1.000%, 11/2/20272,4,5 | | | 2,101,803 | |
| 15,978,102 | | | First Lien Term Loan, 8.115% (3-Month USD Libor+525 basis points), 11/2/20272,3,4 | | | 15,336,155 | |
| | | | Cherry Bekaert Advisory LLC | | | | |
| 1,898,734 | | | Revolver, 0.500%, 6/30/20282,4,5 | | | 1,860,452 | |
| 4,746,835 | | | Delayed Draw, 1.000%, 6/30/20282,4,5,7 | | | 4,698,590 | |
| 474,684 | | | Revolver, 8.075% (3-Month USD Sofr+550 basis points), 6/30/20282,3,4,7 | | | 465,113 | |
| 11,629,747 | | | First Lien Term Loan, 9.053% (3-Month USD Sofr+550 basis points), 6/30/20282,3,4,7 | | | 11,395,267 | |
| | | | Credit Connection, LLC | | | | |
| 4,962,500 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 7/30/20262,3,4 | | | 4,916,436 | |
| 4,788,000 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 7/30/20262,3,4 | | | 4,743,556 | |
| 600,000 | | | Revolver, 0.500%, 7/29/20272,4,5 | | | 594,431 | |
| 9,095,495 | | | Cresset Asset Management, LLC First Lien Term Loan, 10.064% PIK (3-Month USD Sofr+700 basis points), 4/20/20252,3,4,10 | | | 8,911,945 | |
| EUR 627,356 | | | Dreamstart BidCo First Lien Term Loan, 7.139% (6-Month EUR Libor+600 basis points), 3/30/20272,3,4,6 | | | 610,751 | |
See accompanying Notes to Consolidated Financial Statements.
13
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | �� | | |
| | | | FINANCIALS (Continued) | | | | |
| | | | EdgeCo Buyer, Inc. | | | | |
$ | 10,000,000 | | | Delayed Draw, 1.000%, 6/1/20262,4,5 | | $ | 9,728,356 | |
| 2,493,750 | | | First Lien Term Loan, 8.920% (3-Month USD Libor+475 basis points), 6/1/20262,3,4 | | | 2,426,009 | |
| | | | Exegy, Inc. | | | | |
| 1,951,784 | | | First Lien Term Loan, 8.557% (3-Month USD Libor+600 basis points), 5/17/20262,3,4 | | | 1,901,750 | |
| 8,910,000 | | | First Lien Term Loan, 8.727% (3-Month USD Libor+600 basis points), 5/17/20262,3,4 | | | 8,681,595 | |
| | | | Galway Borrower, LLC | | | | |
| 814,315 | | | Revolver, 0.500%, 5/18/20232,4,5 | | | 791,776 | |
| 8,930 | | | Delayed Draw, 1.000%, 5/18/20232,4,5 | | | 8,683 | |
| 2,434,016 | | | Delayed Draw, 6.916% (3-Month USD Libor+525 basis points), 5/18/20232,3,4 | | | 2,366,645 | |
| 10,623,421 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+525 basis points), 5/18/20232,3,4 | | | 10,329,375 | |
| 692,815 | | | Delayed Draw, 1.000%, 9/30/20232,4,5 | | | 673,639 | |
| 2,083,655 | | | Delayed Draw, 8.924% (3-Month USD Libor+525 basis points), 9/30/20232,3,4 | | | 2,025,982 | |
| 609,018 | | | Delayed Draw, 8.924% (3-Month USD Libor+525 basis points), 9/30/20232,3,4 | | | 592,161 | |
| 694,552 | | | Revolver, 0.500%, 9/30/20272,4,5 | | | 675,327 | |
| 879,765 | | | Revolver, 0.500%, 9/30/20272,4,5 | | | 855,414 | |
| 293,856 | | | Revolver, 0.500%, 9/30/20272,4,5 | | | 285,723 | |
| 52,734 | | | Delayed Draw, 1.000%, 9/30/20282,4,5 | | | 51,274 | |
| 9,063,899 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+525 basis points), 9/30/20282,3,4 | | | 8,813,019 | |
| 12,726,549 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+525 basis points), 9/30/20282,3,4 | | | 12,374,291 | |
| 564,364 | | | Delayed Draw, 8.924% (3-Month USD Libor+525 basis points), 9/30/20282,3,4 | | | 548,743 | |
| 4,089,046 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+525 basis points), 9/30/20282,3,4 | | | 3,975,865 | |
| EUR 8,500,000 | | | Groupe Premium First Lien Term Loan, 5.250% (Base Rate+25 basis points), 6/8/20282,3,4,6 | | | 8,275,029 | |
| | | | Helibron Midco B.V. | | | | |
| EUR 322,466 | | | First Lien Term Loan, 5.685% (3-Month EUR Libor+500 basis points), 9/17/20262,3,4,6 | | | 308,249 | |
| EUR 859,908 | | | First Lien Term Loan, 5.685% (3-Month EUR Libor+500 basis points), 9/18/20262,3,4,6 | | | 821,996 | |
| EUR 8,850,000 | | | First Lien Term Loan, 5.685% (3-Month EUR Libor+500 basis points), 9/18/20262,3,4,6 | | | 8,459,820 | |
| EUR 4,700,000 | | | First Lien Term Loan, 5.685% (3-Month EUR Libor+500 basis points), 9/18/20262,3,4,6 | | | 4,492,786 | |
| EUR 25,456,944 | | | HG Genesis 9 Sumoco Limited First Lien Term Loan, 7.836% PIK (3-Month EUR Libor+700 basis points), 3/3/20272,3,4,6,10 | | | 24,682,662 | |
| | | | Higginbotham Insurance Agency, Inc. | | | | |
| 12,900,000 | | | Delayed Draw, 1.000%, 11/25/20262,4,5 | | | 12,751,057 | |
See accompanying Notes to Consolidated Financial Statements.
14
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | FINANCIALS (Continued) | | | | |
$ | 23,012,034 | | | Delayed Draw, 1.000%, 11/25/20262,4,5 | | $ | 22,746,338 | |
| 3,728,603 | | | Delayed Draw, 7.166% (3-Month USD Libor+550 basis points), 11/25/20262,3,4 | | | 3,685,553 | |
| 18,204,258 | | | First Lien Term Loan, 7.166% (3-Month USD Libor+550 basis points), 11/25/20262,3,4 | | | 17,994,073 | |
| 2,090,167 | | | Delayed Draw, 7.774% (3-Month USD Libor+550 basis points), 11/25/20262,3,4 | | | 2,066,034 | |
| | | | HPS Financials | | | | |
| 4,100,048 | | | First Lien Term Loan, 10.674% (3-Month USD Libor+850 basis points), 6/29/20232,3,4,7 | | | 4,061,953 | |
| EUR 3,570,450 | | | First Lien Term Loan, 5.750% (3-Month EUR Libor+550 basis points), 8/3/20252,3,4,6 | | | 3,475,951 | |
| GBP 4,517,888 | | | First Lien Term Loan, 6.690% (3-Month GBP Libor+550 basis points), 8/3/20252,3,4,6 | | | 5,011,208 | |
| | | | HPS Specialty Loan Fund V Feeder LP | | | | |
| 106,875,000 | | | First Lien Term Loan, 6.070%, 5/14/20312,3,4,11 | | | 106,875,000 | |
| 80,625,000 | | | First Lien Term Loan, 6.070%, 5/14/20312,4,5 | | | 80,625,000 | |
| EUR 3,700,000 | | | iM Global Partner First Lien Term Loan, 5.475% (3-Month EUR Libor+525 basis points), 4/7/20282,3,4,6 | | | 3,543,900 | |
| | | | Integrity Marketing Acquisition, LLC | | | | |
| 19,764,786 | | | Delayed Draw, 1.000%, 8/27/20252,4,5 | | | 19,563,902 | |
| 21,394,702 | | | Delayed Draw, 8.550% (3-Month USD Sofr+575 basis points), 8/27/20252,3,4,7 | | | 21,177,251 | |
| | | | J S Held, LLC | | | | |
| 9,193,508 | | | Delayed Draw, 1.000%, 7/1/20252,4,5 | | | 9,087,360 | |
| 9,838,560 | | | Delayed Draw, 7.750% (6-Month USD Libor+550 basis points), 7/1/20252,3,4,7 | | | 9,724,965 | |
| 1,412,485 | | | Delayed Draw, 7.750% (6-Month USD Libor+550 basis points), 7/1/20252,3,4,7 | | | 1,396,177 | |
| 45,578,189 | | | First Lien Term Loan, 7.750% (6-Month USD Libor+550 basis points), 7/1/20252,3,4,7 | | | 45,051,946 | |
| 8,811,675 | | | First Lien Term Loan, 7.750% (6-Month USD Libor+550 basis points), 7/1/20252,3,4,7 | | | 8,709,936 | |
| | | | Keystone Agency Investors | | | | |
| 8,286,504 | | | Delayed Draw, 1.000%, 5/3/20272,4,5 | | | 8,109,414 | |
| 8,997,947 | | | Delayed Draw, 9.703% (3-Month USD Libor+600 basis points), 5/3/20272,3,4 | | | 8,805,654 | |
| 5,625,000 | | | Delayed Draw, 9.703% (3-Month USD Libor+600 basis points), 5/3/20272,3,4 | | | 5,504,789 | |
| 1,667,255 | | | Delayed Draw, 9.703% (3-Month USD Libor+600 basis points), 5/3/20272,3,4 | | | 1,631,624 | |
| 15,484,682 | | | First Lien Term Loan, 9.703% (3-Month USD Sofr+600 basis points), 5/3/20272,3,4 | | | 15,153,762 | |
| | | | KWOR Acquisition, Inc. | | | | |
| 1,497,418 | | | Revolver, 0.500%, 12/22/20272,4,5 | | | 1,459,535 | |
| 611,621 | | | Revolver, 9.000% (3-Month USD Libor+525 basis points), 12/22/20272,3,4 | | | 596,148 | |
| 15,313,231 | | | Delayed Draw, 1.000%, 12/22/20282,4,5 | | | 15,078,935 | |
| 14,496,525 | | | First Lien Term Loan, 7.500% (3-Month USD Libor+525 basis points), 12/22/20282,3,4,12 | | | 14,129,784 | |
| 15,185,079 | | | First Lien Term Loan, 8.056% (3-Month USD Libor+525 basis points), 12/22/20282,3,4 | | | 14,800,918 | |
| 5,906,489 | | | KWOR Intermediate I, Inc. First Lien Term Loan, 10.500% PIK (3-Month USD Libor+975 basis points), 12/21/20292,3,4,10 | | | 5,683,894 | |
See accompanying Notes to Consolidated Financial Statements.
15
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | FINANCIALS (Continued) | | | | |
| | | | Mclarens Midco, Inc. | | | | |
$ | 3,485,026 | | | Revolver, 0.500%, 12/19/20252,4,5,7 | | $ | 3,411,110 | |
| 5,335,074 | | | First Lien Term Loan, 9.493% (3-Month USD Libor+575 basis points), 12/19/20252,3,4,7 | | | 5,221,919 | |
| | | | Oakbridge Insurance Agency LLC | | | | |
| 482,759 | | | Revolver, 0.500%, 12/31/20262,4,5 | | | 470,385 | |
| 13,529,310 | | | Delayed Draw, 1.000%, 12/31/20262,4,5 | | | 13,282,905 | |
| 1,512,144 | | | Delayed Draw, 8.886% (3-Month USD Sofr+575 basis points), 12/31/20262,3,4 | | | 1,484,604 | |
| 120,690 | | | Revolver, 8.886% (3-Month USD Sofr+575 basis points), 12/31/20262,3,4 | | | 117,596 | |
| 1,804,975 | | | First Lien Term Loan, 8.886% (3-Month USD Sofr+575 basis points), 12/31/20262,3,4 | | | 1,758,710 | |
| | | | Patriot Growth Insurance Services, LLC | | | | |
| 2,660,377 | | | Revolver, 0.500%, 10/14/20282,4,5 | | | 2,606,690 | |
| 2,656,432 | | | Delayed Draw, 1.000%, 10/14/20282,4,5 | | | 2,602,825 | |
| 35,000,000 | | | Delayed Draw, 1.000%, 10/14/20282,4,5 | | | 34,450,024 | |
| 17,919,412 | | | First Lien Term Loan, 8.314% (3-Month USD Libor+550 basis points), 10/14/20282,3,4 | | | 17,557,792 | |
| 1,718,868 | | | Delayed Draw, 8.745% (3-Month USD Libor+550 basis points), 10/14/20282,3,4 | | | 1,684,181 | |
| | | | Peter C. Foy & Associates Insurance Services, LLC | | | | |
| 12,303,571 | | | Delayed Draw, 1.000%, 11/1/20282,4,5 | | | 12,222,281 | |
| 21,428,571 | | | First Lien Term Loan, 6.750% (3-Month USD Sofr+600 basis points), 11/1/20282,3,4 | | | 21,165,202 | |
| 41,267,857 | | | Delayed Draw, 8.436% (3-Month USD Sofr+600 basis points), 11/1/20282,3,4 | | | 40,995,197 | |
| | | | Riveron Acquisition Holdings, Inc. | | | | |
| 4,514,985 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 5/22/20252,3,4 | | | 4,485,154 | |
| 859,962 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 5/22/20252,3,4 | | | 854,280 | |
| 3,451,524 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 5/22/20252,3,4 | | | 3,428,720 | |
| | | | RSC Acquisition, Inc. | | | | |
| 2,641,633 | | | Delayed Draw, 7.733% (3-Month USD Sofr+550 basis points), 10/30/20262,3,4 | | | 2,611,133 | |
| 37,357,700 | | | First Lien Term Loan, 9.203% (3-Month USD Sofr+550 basis points), 10/30/20262,3,4 | | | 36,926,370 | |
| 8,432,249 | | | First Lien Term Loan, 9.203% (3-Month USD Sofr+550 basis points), 10/30/20262,3,4 | | | 8,334,891 | |
| 2,769,371 | | | First Lien Term Loan, 9.203% (3-Month USD Sofr+550 basis points), 10/30/20262,3,4 | | | 2,737,396 | |
| 8,690,548 | | | Revolver, 0.500%, 11/1/20262,4,5 | | | 8,560,291 | |
| 532,895 | | | Delayed Draw, 8.553% (3-Month USD Sofr+550 basis points), 11/1/20262,3,4 | | | 524,490 | |
| 14,936,261 | | | First Lien Term Loan, 9.203% (3-Month USD Sofr+550 basis points), 11/1/20262,3,4 | | | 14,763,808 | |
| 2,418,947 | | �� | Delayed Draw, 1.000%, 5/31/20292,4,5 | | | 2,380,822 | |
| 48,158 | | | Delayed Draw, 9.203% (3-Month USD Sofr+550 basis points), 5/31/20292,3,4 | | | 47,399 | |
See accompanying Notes to Consolidated Financial Statements.
16
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | FINANCIALS (Continued) | | | | |
| | | | Spirit RR Holdings, Inc. | | | | |
$ | 100,316 | | | Revolver, 0.500%, 9/13/20282,4,5 | | $ | 97,307 | |
| 217,352 | | | Delayed Draw, 1.000%, 9/13/20282,4,5 | | | 214,092 | |
| 1,003,165 | | | First Lien Term Loan, 9.379% (1-Month USD Sofr+650 basis points), 9/13/20282,3,4 | | | 973,070 | |
| 1,500,000 | | | StarCompliance Intermediate, LLC First Lien Term Loan, 10.424% (3-Month USD Libor+675 basis points), 1/12/20272,3,4 | | | 1,490,089 | |
| | | | The Ultimus Group Midco, LLC | | | | |
| 1,424,528 | | | Revolver, 0.500%, 2/1/20242,4,5,7 | | | 1,394,315 | |
| 6,766,000 | | | First Lien Term Loan, 8.174% (3-Month USD Libor+475 basis points), 2/1/20262,3,4,7 | | | 6,639,219 | |
| | | | THG Acquisition, LLC | | | | |
| 743,884 | | | Revolver, 0.500%, 12/2/20252,4,5 | | | 732,591 | |
| 11,109,588 | | | Delayed Draw, 1.000%, 12/2/20262,4,5 | | | 10,940,930 | |
| 3,142,073 | | | Delayed Draw, 8.615% (3-Month USD Libor+550 basis points), 12/2/20262,3,4 | | | 3,094,373 | |
| | | | Turbo Buyer, Inc. | | | | |
| 4,733,333 | | | Delayed Draw, 1.000%, 12/2/20252,4,5 | | | 4,580,550 | |
| 4,986,500 | | | Delayed Draw, 8.877% (3-Month USD Libor+600 basis points), 12/2/20252,3,4 | | | 4,825,545 | |
| 4,975,000 | | | First Lien Term Loan, 8.877% (3-Month USD Libor+600 basis points), 12/2/20252,3,4 | | | 4,814,416 | |
| 266,667 | | | Delayed Draw, 9.674% (3-Month USD Libor+600 basis points), 12/2/20252,3,4 | | | 258,059 | |
| | | | Vale Insurance Services LLC | | | | |
| 2,204,403 | | | Revolver, 0.500%, 12/1/20272,4,5 | | | 2,189,839 | |
| 214,952 | | | Revolver, 7.877% (3-Month USD Libor+500 basis points), 12/1/20272,3,4 | | | 213,531 | |
| 22,467,742 | | | First Lien Term Loan, 8.674% (3-Month USD Libor+500 basis points), 12/1/20272,3,4 | | | 22,319,296 | |
| | | | Wealth Enhancement Group, LLC | | | | |
| 439,990 | | | Revolver, 0.500%, 10/4/20272,4,5,7 | | | 435,503 | |
| 7,203,316 | | | Delayed Draw, 1.000%, 10/4/20272,4,5 | | | 7,147,769 | |
| 621,515 | | | Delayed Draw, 9.553% (6-Month USD Sofr+610 basis points), 10/4/20272,3,4,7 | | | 616,722 | |
| 5,221,125 | | | Delayed Draw, 10.751% (3-Month USD Sofr+610 basis points), 10/4/20272,3,4,7 | | | 5,110,387 | |
| | | | World Insurance Associates, LLC | | | | |
| 15,094,109 | | | Delayed Draw, 1.000%, 4/1/20262,4,5 | | | 14,994,381 | |
| 14,937,652 | | | Delayed Draw, 1.000%, 4/1/20262,4,5 | | | 14,743,014 | |
| 4,905,891 | | | Delayed Draw, 8.325% (3-Month USD Sofr+575 basis points), 4/1/20262,3,4 | | | 4,873,477 | |
| 4,855,039 | | | Delayed Draw, 8.325% (3-Month USD Sofr+575 basis points), 4/1/20262,3,4 | | | 4,791,778 | |
| 12,295,082 | | | Delayed Draw, 9.303% (3-Month USD Sofr+575 basis points), 4/1/20262,3,4 | | | 12,213,848 | |
| 2,698,156 | | | First Lien Term Loan, 9.303% (3-Month USD Sofr+575 basis points), 4/1/20262,3,4 | | | 2,680,329 | |
| | | | | | | 1,402,339,041 | |
| | | | GOVERNMENTS — 0.3% | | | | |
| | | | Govdelivery Holdings, LLC | | | | |
| 536,402 | | | Revolver, 0.500%, 1/29/20272,4,5 | | | 532,858 | |
| 3,334,737 | | | Delayed Draw, 1.000%, 1/29/20272,4,5 | | | 3,312,704 | |
See accompanying Notes to Consolidated Financial Statements.
17
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | GOVERNMENTS (Continued) | | | | |
$ | 5,060,884 | | | Delayed Draw, 9.674% (3-Month USD Libor+650 basis points), 1/29/20272,3,4 | | $ | 5,027,447 | |
| 6,068,962 | | | First Lien Term Loan, 10.670% (3-Month USD Libor+650 basis points), 1/29/20272,3,4 | | | 6,028,864 | |
| | | | LOC Performance Products | | | | |
| 3,213,443 | | | Revolver, 0.500%, 12/30/20262,4,5 | | | 3,161,412 | |
| 642,689 | | | Revolver, 8.903% (3-Month USD Libor+525 basis points), 12/30/20262,3,4 | | | 632,282 | |
| 10,465,625 | | | First Lien Term Loan, 8.903% (3-Month USD Libor+525 basis points), 12/30/20262,3,4 | | | 10,296,169 | |
| | | | | | | 28,991,736 | |
| | | | HEALTH CARE — 19.5% | | | | |
| | | | 123Dentist, Inc. | | | | |
| CAD 6,681,175 | | | Delayed Draw, 1.000%, 8/10/20292,4,5,6 | | | 4,760,526 | |
| CAD 33,405,877 | | | First Lien Term Loan, 9.413% (1-Month CAD Libor+575 basis points), 8/10/20292,3,4,6 | | | 23,562,198 | |
| | | | AAH Topco, LLC | | | | |
| 423,729 | | | Revolver, 0.500%, 12/22/20272,4,5 | | | 413,060 | |
| 2,903,159 | | | Delayed Draw, 1.000%, 12/22/20272,4,5 | | | 2,859,085 | |
| 1,461,067 | | | Delayed Draw, 8.257% (1-Month USD Libor+550 basis points), 12/22/20272,3,4 | | | 1,438,886 | |
| 4,087,539 | | | First Lien Term Loan, 8.584% (3-Month USD Libor+550 basis points), 12/22/20272,3,4 | | | 3,984,617 | |
| | | | ACI Group Holdings, Inc. | | | | |
| 2,779,286 | | | Delayed Draw, 1.000%, 8/2/20282,4,5 | | | 2,749,319 | |
| 969,544 | | | Delayed Draw, 9.174% (3-Month USD Libor+575 basis points), 8/2/20282,3,4 | | | 959,090 | |
| 10,102,232 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 8/2/20282,3,4 | | | 9,993,309 | |
| | | | ADCS Clinics Intermediate Holdings, LLC | | | | |
| 5,433,471 | | | Delayed Draw, 1.000%, 5/7/20272,4,5 | | | 5,198,902 | |
| 10,996,364 | | | First Lien Term Loan, 8.472% (3-Month USD Libor+650 basis points), 5/7/20272,3,4 | | | 10,436,630 | |
| 2,253,761 | | | Delayed Draw, 9.306% (3-Month USD Libor+650 basis points), 5/7/20272,3,4 | | | 2,156,464 | |
| | | | ADMA Bilogics, Inc. | | | | |
| 3,571,429 | | | Delayed Draw, 1.500%, 3/23/20272,4,5,7 | | | 3,529,977 | |
| 21,967,705 | | | First Lien Term Loan, 12.634% PIK (1-Month USD Sofr+950 basis points), 3/23/20272,3,4,7,10 | | | 21,781,424 | |
| | | | Advarra Holdings, Inc. | | | | |
| 352,200 | | | Delayed Draw, 1.000%, 8/24/20292,4,5 | | | 349,118 | |
| 3,897,800 | | | First Lien Term Loan, 8.562% (3-Month USD Sofr+575 basis points), 8/24/20292,3,4 | | | 3,829,588 | |
| | | | AEC Parent Holdings, Inc. | | | | |
| 1,215,953 | | | Delayed Draw, 1.000%, 6/13/20292,4,5,7 | | | 1,200,555 | |
| 6,079,767 | | | First Lien Term Loan, 9.453% (3-Month USD Sofr+575 basis points), 6/13/20292,3,4,7 | | | 5,926,792 | |
| | | | Affinity Hospice Intermediate Holdings, LLC | | | | |
| 5,239,105 | | | Delayed Draw, 1.000%, 12/17/20272,4,5,7 | | | 5,153,884 | |
| 8,695,188 | | | First Lien Term Loan, 8.424% (3-Month USD Libor+475 basis points), 12/17/20272,3,4,7 | | | 8,532,258 | |
See accompanying Notes to Consolidated Financial Statements.
18
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
| | | | AG-Twin Brook Healthcare | | | | |
$ | 19,600,557 | | | First Lien Term Loan, 9.355% (3-Month USD Libor+650 basis points), 11/16/20222,3,4,7 | | $ | 19,471,055 | |
| 7,570,000 | | | Delayed Draw, 1.000%, 4/2/20242,4,5 | | | 7,496,211 | |
| 12,177,613 | | | First Lien Term Loan, 10.174% (3-Month USD Libor+650 basis points), 4/2/20242,3,4 | | | 12,058,911 | |
| 29,583,125 | | | First Lien Term Loan, 9.399% (3-Month USD Libor+625 basis points), 7/1/20242,3,4,7 | | | 29,340,719 | |
| 14,446,089 | | | First Lien Term Loan, 9.674% (3-Month USD Libor+625 basis points), 11/27/20242,3,4 | | | 14,214,081 | |
| 9,925,000 | | | First Lien Term Loan, 8.899% (3-Month USD Libor+525 basis points), 8/11/20252,3,4 | | | 9,836,346 | |
| 19,899,054 | | | First Lien Term Loan, 8.649% (3-Month USD Libor+550 basis points), 9/25/20252,3,4,7 | | | 19,672,743 | |
| 7,756,717 | | | First Lien Term Loan, 9.115% (3-Month USD Libor+600 basis points), 3/5/20262,3,4 | | | 7,494,712 | |
| CAD 24,812,500 | | | First Lien Term Loan, 6.978% (3-Month CAD Libor+650 basis points), 7/23/20262,3,4,6 | | | 17,684,674 | |
| 14,925,000 | | | First Lien Term Loan, 9.149% (3-Month USD Libor+575 basis points), 8/20/20262,3,4 | | | 14,725,433 | |
| 24,812,500 | | | First Lien Term Loan, 8.127% (3-Month USD Sofr+525 basis points), 9/22/20262,3,4 | | | 24,412,610 | |
| 19,900,000 | | | First Lien Term Loan, 8.570% (3-Month USD Libor+600 basis points), 10/8/20262,3,4 | | | 19,720,329 | |
| 19,943,860 | | | Delayed Draw, 10.315% (3-Month USD Libor+575 basis points), 10/29/20262,3,4,7 | | | 19,681,310 | |
| 19,850,000 | | | First Lien Term Loan, 8.627% (3-Month USD Libor+575 basis points), 12/14/20262,3,4 | | | 19,657,859 | |
| 14,925,000 | | | First Lien Term Loan, 9.674% (3-Month USD Libor+600 basis points), 12/31/20262,3,4 | | | 14,673,046 | |
| 9,930,556 | | | Delayed Draw, 1.000%, 2/23/20272,4,5 | | | 9,807,256 | |
| 2,216,667 | | | Delayed Draw, 9.815% (3-Month USD Sofr+600 basis points), 2/23/20272,3,4 | | | 2,189,144 | |
| 12,815,104 | | | First Lien Term Loan, 9.815% (3-Month USD Sofr+600 basis points), 2/23/20272,3,4 | | | 12,653,442 | |
| | | | AHR Intermediate, Inc. | | | | |
| 10,500,000 | | | Delayed Draw, 1.000%, 7/29/20272,4,5 | | | 10,385,850 | |
| 24,438,750 | | | First Lien Term Loan, 8.914% (3-Month USD Sofr+575 basis points), 7/29/20272,3,4 | | | 24,051,288 | |
| 5,253,731 | | | Alegeus Technologies Holding Corp. First Lien Term Loan, 10.950% (3-Month USD Libor+825 basis points), 9/5/20242,3,4 | | | 5,213,369 | |
| 11,880,000 | | | American Renal Associates Holdings, Inc. First Lien Term Loan, 9.306% (3-Month USD Libor+625 basis points), 1/29/20272,3,4 | | | 11,416,742 | |
| 7,860,000 | | | AWC-MH Acquisition First Lien Term Loan, 8.000% (3-Month USD Libor+700 basis points), 10/12/20252,3,4 | | | 3,329,196 | |
| | | | Biocare Medical LLC | | | | |
| 2,777,778 | | | Revolver, 0.500%, 12/9/20272,4,5 | | | 2,721,721 | |
See accompanying Notes to Consolidated Financial Statements.
19
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
$ | 22,111,111 | | | First Lien Term Loan, 8.865% (3-Month USD Libor+575 basis points), 12/9/20272,3,4 | | $ | 21,664,901 | |
| 12,095,350 | | | Bridges Consumer Healthcare First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 1/20/20272,3,4,7 | | | 11,838,812 | |
| NZD 6,300,000 | | | Canopy Healthcare Group First Lien Term Loan, 9.360%, 3/18/20272,3,4,6 | | | 3,417,613 | |
| | | | Carevet LLC | | | | |
| 4,530,505 | | | Delayed Draw, 1.000%, 9/1/20252,4,5 | | | 4,504,263 | |
| 9,925,000 | | | Delayed Draw, 9.615% (3-Month USD Libor+650 basis points), 9/1/20252,3,4 | | | 9,732,649 | |
| 7,638,500 | | | Delayed Draw, 9.615% (3-Month USD Libor+650 basis points), 9/1/20252,3,4 | | | 7,490,462 | |
| 1,000,000 | | | First Lien Term Loan, 15.115% (3-Month USD Libor+1,200 basis points), 9/1/20252,3,4 | | | 994,208 | |
| 1,333,333 | | | First Lien Term Loan, 15.115% (3-Month USD Libor+1,200 basis points), 9/1/20252,3,4 | | | 1,325,610 | |
| 844,677 | | | First Lien Term Loan, 15.115% (3-Month USD Libor+1,200 basis points), 9/1/20252,3,4 | | | 839,784 | |
| 2,534,031 | | | First Lien Term Loan, 15.115% (1-Month USD Libor+1,200 basis points), 9/1/20252,3,4 | | | 2,519,353 | |
| | | | Community Medical Acquisition Corp. | | | | |
| 3,683,963 | | | Revolver, 0.500%, 12/15/20272,4,5 | | | 3,526,745 | |
| 4,333,814 | | | Delayed Draw, 1.000%, 12/15/20282,4,5 | | | 4,148,863 | |
| 25,598,685 | | | First Lien Term Loan, 8.043% (3-Month USD Libor+475 basis points), 12/15/20282,3,4 | | | 24,506,231 | |
| | | | Connect America.com, LLC | | | | |
| 254,803 | | | Revolver, 0.500%, 6/30/20262,4,5 | | | 247,114 | |
| 417,501 | | | Revolver, 9.803% (1-Month USD Libor+700 basis points), 6/30/20262,3,4 | | | 404,901 | |
| 7,255,322 | | | First Lien Term Loan, 10.553% (1-Month USD Libor+700 basis points), 6/30/20262,3,4 | | | 7,036,367 | |
| | | | CORA Health Holdings Corp. | | | | |
| 5,169,567 | | | Delayed Draw, 0.500%, 6/15/20272,4,5 | | | 5,078,165 | |
| 338,462 | | | Revolver, 0.500%, 6/15/20272,4,5 | | | 332,477 | |
| 13,690,634 | | | First Lien Term Loan, 8.000% (3-Month USD Libor+575 basis points), 6/15/20272,3,4 | | | 13,448,573 | |
| 430,769 | | | Revolver, 8.383% (3-Month USD Libor+575 basis points), 6/15/20272,3,4 | | | 423,153 | |
| 231,807 | | | Delayed Draw, 8.793% (3-Month USD Libor+575 basis points), 6/15/20272,3,4 | | | 227,708 | |
| | | | Covaris Intermediate 3, LLC | | | | |
| 789,474 | | | Revolver, 0.500%, 1/21/20282,4,5 | | | 762,470 | |
| 5,921,053 | | | Delayed Draw, 1.000%, 1/21/20282,4,5 | | | 5,776,879 | |
| 7,894,737 | | | First Lien Term Loan, 7.556% (3-Month USD Libor+525 basis points), 1/21/20282,3,4 | | | 7,624,703 | |
| 394,737 | | | Revolver, 8.365% (1-Month USD Libor+525 basis points), 1/21/20282,3,4 | | | 381,235 | |
| | | | CPF Dental, LLC | | | | |
| 15,225 | | | Delayed Draw, 0.500%, 8/30/20242,4,5 | | | 14,857 | |
See accompanying Notes to Consolidated Financial Statements.
20
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
$ | 2,857,942 | | | Delayed Draw, 1.000%, 8/30/20242,4,5 | | $ | 2,788,839 | |
| 5,340,668 | | | First Lien Term Loan, 11.625% (3-Month USD Libor+850 basis points), 8/30/20242,3,4 | | | 5,211,533 | |
| 2,867,501 | | | Delayed Draw, 12.188% (3-Month USD Libor+1,000 basis points), 8/30/20242,3,4 | | | 2,798,166 | |
| 4,954,660 | | | Delayed Draw, 12.188% (3-Month USD Libor+850 basis points), 8/30/20242,3,4 | | | 4,834,858 | |
| 13,930,000 | | | Crossroads Holding, LLC First Lien Term Loan, 7.365% (3-Month USD Libor+425 basis points), 12/23/20272,3,4,7 | | | 13,668,980 | |
| | | | D4C Dental Brands, Inc. | | | | |
| 535,714 | | | Revolver, 0.500%, 12/30/20262,4,5 | | | 532,175 | |
| 492,843 | | | Delayed Draw, 1.000%, 12/30/20262,4,5 | | | 492,524 | |
| 2,645,899 | | | Delayed Draw, 9.185% (3-Month USD Libor+650 basis points), 12/30/20262,3,4 | | | 2,644,188 | |
| 1,819,224 | | | Delayed Draw, 9.185% (3-Month USD Libor+650 basis points), 12/30/20262,3,4 | | | 1,818,047 | |
| 178,571 | | | Revolver, 10.142% (3-Month USD Libor+650 basis points), 12/30/20262,3,4 | | | 177,392 | |
| 6,508,036 | | | First Lien Term Loan, 10.670% (3-Month USD Libor+650 basis points), 12/30/20262,3,4 | | | 6,503,827 | |
| | | | DCA Holdings LLC | | | | |
| 652,787 | | | Delayed Draw, 1.000%, 3/12/20272,4,5 | | | 640,462 | |
| 3,302,015 | | | Delayed Draw, 8.379% (3-Month USD Libor+600 basis points), 3/12/20272,3,4 | | | 3,239,671 | |
| 15,921,145 | | | First Lien Term Loan, 8.379% (3-Month USD Libor+600 basis points), 3/12/20272,3,4 | | | 15,620,544 | |
| | | | Deca Dental Holdings, LLC | | | | |
| 592,593 | | | Revolver, 0.500%, 8/26/20282,4,5 | | | 586,559 | |
| 3,333,333 | | | Delayed Draw, 1.000%, 8/26/20282,4,5 | | | 3,299,393 | |
| 13,968,518 | | | First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 8/26/20282,3,4 | | | 13,826,289 | |
| 1,470,370 | | | Delayed Draw, 9.424% (3-Month USD Libor+575 basis points), 8/26/20282,3,4 | | | 1,455,399 | |
| 518,519 | | | Revolver, 9.424% (3-Month USD Libor+575 basis points), 8/26/20282,3,4 | | | 513,239 | |
| | | | Dermatopathology Laboratory Of Central States, LLC | | | | |
| 10,403,226 | | | First Lien Term Loan, 8.157% (1-Month USD Sofr+575 basis points), 6/1/20282,3,4 | | | 10,115,275 | |
| 6,935,484 | | | First Lien Term Loan, 8.157% (1-Month USD Sofr+575 basis points), 6/1/20282,3,4 | | | 6,743,517 | |
| | | | DOCS MSO LLC | | | | |
| 967,742 | | | Revolver, 0.500%, 6/1/20282,4,5 | | | 940,956 | |
| 645,161 | | | Revolver, 0.500%, 6/1/20282,4,5 | | | 627,304 | |
| 3,629,032 | | | Delayed Draw, 1.000%, 6/1/20282,4,5 | | | 3,528,584 | |
| 2,419,355 | | | Delayed Draw, 1.000%, 6/1/20282,4,5 | | | 2,352,390 | |
| | | | Emmes Blocker, Inc. | | | | |
| 11,222,326 | | | Delayed Draw, 1.000%, 7/7/20282,4,5,7 | | | 11,073,547 | |
| 5,487,805 | | | Delayed Draw, 1.000%, 7/7/20282,4,5 | | | 5,415,051 | |
| 16,833,490 | | | First Lien Term Loan, 8.063% (3-Month USD Sofr+550 basis points), 7/7/20282,3,4,7 | | | 16,442,540 | |
| 8,231,707 | | | First Lien Term Loan, 8.063% (3-Month USD Sofr+550 basis points), 7/7/20282,3,4 | | | 8,040,530 | |
| 10,750,000 | | | Ensemble RCM, LLC First Lien Term Loan, 7.806% (3-Month USD Libor+500 basis points), 5/18/20292,3,4 | | | 10,318,101 | |
See accompanying Notes to Consolidated Financial Statements.
21
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
| | | | ERC Holdings, LLC | | | | |
$ | 1,420,118 | | | Revolver, 0.500%, 11/10/20272,4,5 | | $ | 1,363,063 | |
| 6,657,924 | | | Revolver, 0.500%, 11/10/20272,4,5 | | | 6,390,431 | |
| 2,201,183 | | | Delayed Draw, 1.000%, 11/10/20282,4,5 | | | 2,112,747 | |
| 16,301,598 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 11/10/20282,3,4 | | | 15,646,654 | |
| 20,000,000 | | | Finthrive Software Intermediate Holdings, Inc. Second Lien Term Loan, 9.865% (3-Month USD Libor+675 basis points), 1/6/20302,3,4 | | | 19,132,139 | |
| | | | Fortis Life Sciences, LLC | | | | |
| 1,217,391 | | | Revolver, 0.500%, 9/17/20272,4,5 | | | 1,198,910 | |
| 11,106,063 | | | Delayed Draw, 1.000%, 9/17/20272,4,5 | | | 10,937,459 | |
| 1,217,391 | | | Revolver, 8.392% (3-Month USD Sofr+475 basis points), 9/17/20272,3,4 | | | 1,198,910 | |
| 14,377,343 | | | First Lien Term Loan, 8.674% (3-Month USD Sofr+475 basis points), 9/17/20272,3,4 | | | 14,159,077 | |
| | | | FYi Eye Care Services and Products, Inc. | | | | |
| CAD 4,210,526 | | | Delayed Draw, 1.000%, 3/4/20272,4,5,6 | | | 2,980,510 | |
| CAD 35,789,474 | | | Delayed Draw, 6.178% (3-Month USD Libor+450 basis points), 3/4/20272,3,4,6 | | | 25,334,333 | |
| | | | HPS Healthcare | | | | |
| 9,730,857 | | | First Lien Term Loan, 9.554% (3-Month USD Libor+550 basis points), 6/27/20242,3,4,7 | | | 9,666,565 | |
| 9,825,000 | | | First Lien Term Loan, 6.756% (3-Month USD Libor+575 basis points), 7/2/20252,3,4,7 | | | 9,760,086 | |
| | | | Integrated Oncology Network, LLC | | | | |
| 83,957 | | | Revolver, 0.500%, 6/24/20242,4,5 | | | 83,402 | |
| 7,459,823 | | | First Lien Term Loan, 8.228% (3-Month USD Sofr+600 basis points), 6/24/20242,3,4 | | | 7,410,536 | |
| 134,701 | | | Revolver, 0.500%, 6/24/20252,4,5 | | | 133,811 | |
| 1,355,681 | | | Delayed Draw, 1.000%, 6/24/20252,4,5 | | | 1,346,724 | |
| 508,660 | | | Delayed Draw, 8.227% (3-Month USD Sofr+600 basis points), 6/24/20252,3,4 | | | 505,299 | |
| | | | IvyRehab Intermediate II, LLC | | | | |
| 3,837,719 | | | Revolver, 0.500%, 4/21/20292,4,5 | | | 3,683,533 | |
| 4,221,491 | | | Delayed Draw, 1.000%, 4/21/20292,4,5 | | | 4,094,093 | |
| 23,486,842 | | | First Lien Term Loan, 7.324% (3-Month USD Sofr+485 basis points), 4/21/20292,3,4 | | | 22,543,219 | |
| 3,453,947 | | | Delayed Draw, 7.925% (3-Month USD Sofr+485 basis points), 4/21/20292,3,4 | | | 3,349,712 | |
| | | | Jayhawk Buyer, LLC | | | | |
| 8,988,700 | | | First Lien Term Loan, 8.680% (3-Month USD Libor+500 basis points), 10/15/20262,3,4,7 | | | 8,744,527 | |
| 754,799 | | | First Lien Term Loan, 8.680% (3-Month USD Libor+500 basis points), 10/15/20262,3,4,7 | | | 734,296 | |
| 1,102,883 | | | First Lien Term Loan, 8.680% (3-Month USD Libor+500 basis points), 10/15/20262,3,4,7 | | | 1,072,924 | |
| | | | Keystone Acquisition Corp. | | | | |
| 1,630,435 | | | Revolver, 0.500%, 1/26/20282,4,5 | | | 1,585,306 | |
| 3,260,870 | | | Delayed Draw, 1.000%, 1/26/20292,4,5 | | | 3,170,612 | |
| 20,058,424 | | | First Lien Term Loan, 9.379% (3-Month USD Sofr+575 basis points), 1/26/20292,3,4 | | | 19,503,228 | |
See accompanying Notes to Consolidated Financial Statements.
22
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
| | | | Life Science Intermediate Holdings, LLC | | | | |
$ | 188,281 | | | Revolver, 0.500%, 6/10/20252,4,5 | | $ | 185,046 | |
| 3,750,000 | | | Delayed Draw, 1.000%, 6/10/20252,4,5 | | | 3,685,572 | |
| 1,553,797 | | | Delayed Draw, 1.000%, 6/10/20252,4,5 | | | 1,527,101 | |
| 3,309,673 | | | Delayed Draw, 8.907% (3-Month USD Libor+600 basis points), 6/10/20252,3,4 | | | 3,252,810 | |
| 2,893,153 | | | First Lien Term Loan, 8.907% (3-Month USD Libor+600 basis points), 6/10/20252,3,4 | | | 2,843,446 | |
| 329,651 | | | Revolver, 8.907% (3-Month USD Libor+600 basis points), 6/10/20252,3,4 | | | 323,987 | |
| 468,376 | | | Revolver, 0.500%, 6/10/20272,4,5 | | | 460,329 | |
| EUR 6,000,000 | | | Delayed Draw, 1.000%, 6/10/20272,4,5,6 | | | 5,779,023 | |
| GBP 1,486,000 | | | Delayed Draw, 1.000%, 6/10/20272,4,5,6 | | | 1,630,716 | |
| 6,550,650 | | | Delayed Draw, 1.000%, 6/10/20272,4,5 | | | 6,438,104 | |
| GBP 6,014,000 | | | Delayed Draw, 8.188% (1-Month Euribor+623 basis points), 6/10/20272,3,4,6 | | | 6,599,681 | |
| 820,052 | | | Revolver, 8.907% (3-Month USD Libor+600 basis points), 6/10/20272,3,4 | | | 805,963 | |
| | | | MB2 Dental Solutions, LLC | | | | |
| 6,250,000 | | | Delayed Draw, 1.000%, 1/29/20272,4,5 | | | 6,187,686 | |
| 654,711 | | | Delayed Draw, 7.239% (3-Month USD Sofr+600 basis points), 1/29/20272,3,4 | | | 641,637 | |
| 1,815,816 | | | First Lien Term Loan, 7.239% (3-Month USD Sofr+600 basis points), 1/29/20272,3,4 | | | 1,779,553 | |
| 14,887,500 | | | MedData First Lien Term Loan, 8.115% (3-Month USD Libor+475 basis points), 10/31/20262,3,4 | | | 14,289,370 | |
| | | | MedMark Services, Inc. | | | | |
| 415,962 | | | Delayed Draw, 1.000%, 6/11/20272,4,5 | | | 409,555 | |
| 3,446,509 | | | Delayed Draw, 1.000%, 6/11/20272,4,5 | | | 3,393,430 | |
| 4,538,479 | | | Delayed Draw, 7.493% (3-Month USD Libor+500 basis points), 6/11/20272,3,4 | | | 4,468,582 | |
| 1,575,785 | | | Delayed Draw, 8.115% (3-Month USD Libor+500 basis points), 6/11/20272,3,4 | | | 1,551,517 | |
| 7,920,000 | | | First Lien Term Loan, 8.115% (3-Month USD Libor+500 basis points), 6/11/20272,3,4 | | | 7,798,025 | |
| | | | MN Acquisition, Inc. | | | | |
| 2,500,000 | | | Revolver, 0.500%, 8/25/20282,4,5 | | | 2,437,815 | |
| 22,500,000 | | | First Lien Term Loan, 8.664% (1-Month USD Sofr+550 basis points), 8/25/20282,3,4 | | | 21,940,337 | |
| | | | Myorthos Management, LLC | | | | |
| 9,017,609 | | | Delayed Draw, 9.581% (3-Month USD Sofr+550 basis points), 11/1/20272,3,4,7 | | | 8,826,349 | |
| 4,881,385 | | | First Lien Term Loan, 9.581% (3-Month USD Sofr+550 basis points), 11/1/20272,3,4,7 | | | 4,784,943 | |
| | | | National Dentex Labs LLC | | | | |
| 390,805 | | | Delayed Draw, 1.000%, 10/23/20252,4,5 | | | 381,023 | |
| 524,759 | | | Delayed Draw, 9.260% (3-Month USD Libor+700 basis points), 10/23/20252,3,4 | | | 511,624 | |
| 919,540 | | | Revolver, 9.810% (3-Month USD Libor+700 basis points), 10/23/20252,3,4 | | | 896,525 | |
| 2,951,161 | | | Delayed Draw, 10.680% (3-Month USD Libor+700 basis points), 10/23/20252,3,4 | | | 2,877,295 | |
| 6,908,621 | | | First Lien Term Loan, 10.680% (3-Month USD Libor+700 basis points), 10/23/20252,3,4 | | | 6,735,702 | |
| | | | Novotech (Australia) Pty Limited | | | | |
| 3,000,000 | | | First Lien Term Loan, 7.612% (6-Month Sofr+525 basis points), 9/25/20232,3,4 | | | 2,922,851 | |
See accompanying Notes to Consolidated Financial Statements.
23
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
$ | 3,125,000 | | | Delayed Draw, 1.000%, 1/14/20282,4,5 | | $ | 3,044,637 | |
| AUD 18,543,750 | | | Delayed Draw, 7.612% (6-Month Sofr+525 basis points), 1/14/20282,3,4,6 | | | 11,556,143 | |
| 13,437,500 | | | First Lien Term Loan, 7.612% (1-Month USD Sofr+575 basis points), 1/14/20282,3,4 | | | 13,091,937 | |
| | | | OB Hospitalist Group | | | | |
| 1,374,046 | | | Revolver, 0.500%, 9/27/20272,4,5 | | | 1,344,506 | |
| 25,000,000 | | | First Lien Term Loan, 7.750% (3-Month USD Libor+550 basis points), 9/27/20272,3,4 | | | 24,462,547 | |
| 343,511 | | | Revolver, 8.282% (3-Month USD Libor+550 basis points), 9/27/20272,3,4 | | | 336,127 | |
| 13,182,824 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 9/27/20272,3,4 | | | 12,899,418 | |
| 7,000,000 | | | Office Ally First Lien Term Loan, 8.524% (1-Month USD Libor+600 basis points), 12/20/20282,3,4 | | | 6,836,697 | |
| | | | OIA Acquisition, LLC | | | | |
| 1,928,571 | | | Revolver, 0.500%, 10/19/20272,4,5 | | | 1,899,293 | |
| 459,000 | | | Delayed Draw, 1.000%, 10/19/20272,4,5 | | | 452,032 | |
| 1,376,938 | | | Delayed Draw, 8.127% (3-Month USD Libor+525 basis points), 10/19/20272,3,4 | | | 1,356,034 | |
| 11,172,429 | | | First Lien Term Loan, 8.892% (3-Month USD Libor+525 basis points), 10/19/20272,3,4 | | | 11,002,817 | |
| | | | OIS Management Services, LLC | | | | |
| 1,275,862 | | | Revolver, 0.500%, 7/9/20262,4,5 | | | 1,256,493 | |
| 17,211,028 | | | Delayed Draw, 8.303% (3-Month USD Libor+475 basis points), 7/9/20262,3,4 | | | 16,949,743 | |
| | | | Ons Mso, LLC | | | | |
| 4,974,466 | | | Revolver, 0.500%, 7/8/20242,4,5 | | | 4,868,959 | |
| 552,718 | | | Revolver, 8.144% (3-Month USD Libor+475 basis points), 7/8/20242,3,4,7 | | | 540,995 | |
| | | | Org USME Buyer, LLC | | | | |
| 743,478 | | | Delayed Draw, 0.500%, 11/24/20262,4,5 | | | 733,245 | |
| 936,232 | | | Revolver, 0.500%, 11/24/20262,4,5 | | | 923,346 | |
| 7,229,268 | | | First Lien Term Loan, 6.750% (3-Month USD Sofr+575 basis points), 11/24/20262,3,4 | | | 7,129,767 | |
| 5,831,486 | | | First Lien Term Loan, 9.453% (3-Month USD Sofr+575 basis points), 11/24/20262,3,4 | | | 5,751,223 | |
| 3,356,790 | | | First Lien Term Loan, 9.453% (3-Month USD Sofr+575 basis points), 11/24/20262,3,4 | | | 3,310,588 | |
| 1,161,000 | | | PAW Midco, Inc First Lien Term Loan, 11.500% PIK (Fixed Rate+1,150 basis points), 12/22/20312,3,4,10 | | | 1,116,037 | |
| | | | Pediatric Home Respiratory Services, LLC | | | | |
| 1,226,320 | | | Delayed Draw, 1.000%, 12/4/20242,4,5 | | | 1,201,572 | |
| 4,687,355 | | | First Lien Term Loan, 8.841% (3-Month USD Sofr+575 basis points), 12/4/20242,3,4 | | | 4,592,762 | |
| 788,871 | | | Delayed Draw, 9.426% (3-Month USD Sofr+575 basis points), 12/4/20242,3,4 | | | 772,951 | |
| | | | Pinnacle Dermatology Management, LLC | | | | |
| 773,196 | | | Revolver, 0.500%, 5/18/20232,4,5 | | | 763,390 | |
| 2,542,268 | | | Delayed Draw, 1.000%, 5/18/20232,4,5 | | | 2,497,319 | |
See accompanying Notes to Consolidated Financial Statements.
24
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
$ | 309,278 | | | Revolver, 8.764% (3-Month USD Libor+575 basis points), 5/18/20232,3,4 | | $ | 305,356 | |
| 11,348,196 | | | First Lien Term Loan, 8.918% (3-Month USD Libor+575 basis points), 5/18/20232,3,4 | | | 11,005,724 | |
| | | | Pinnacle Fertility, Inc. | | | | |
| 3,125,000 | | | Delayed Draw, 1.000%, 3/14/20282,4,5 | | | 3,039,644 | |
| 9,375,000 | | | Delayed Draw, 8.203% (3-Month USD Sofr+450 basis points), 3/14/20282,3,4 | | | 9,118,933 | |
| 27,500,000 | | | First Lien Term Loan, 8.203% (3-Month USD Sofr+450 basis points), 3/14/20282,3,4 | | | 26,748,869 | |
| | | | Pinnacle Treatment Centers, Inc. | | | | |
| 107,143 | | | Revolver, 0.500%, 12/31/20222,4,5 | | | 106,435 | |
| 4,005,583 | | | First Lien Term Loan, 6.989% (3-Month USD Libor+575 basis points), 12/31/20222,3,4 | | | 3,979,117 | |
| 178,571 | | | Revolver, 8.000% (3-Month USD Libor+575 basis points), 12/31/20222,3,4 | | | 177,392 | |
| 336,857 | | | Delayed Draw, 8.556% (3-Month USD Libor+575 basis points), 12/31/20222,3,4 | | | 334,632 | |
| | | | PPV Intermediate Holdings LLC | | | | |
| 2,538,076 | | | Revolver, 0.500%, 8/31/20292,4,5 | | | 2,477,936 | |
| 7,576,158 | | | Delayed Draw, 1.000%, 8/31/20292,4,5 | | | 7,472,116 | |
| 1,245,691 | | | Delayed Draw, 1.000%, 8/31/20292,4,5 | | | 1,231,573 | |
| 319,247 | | | Delayed Draw, 9.009% (3-Month USD Sofr+575 basis points), 8/31/20292,3,4 | | | 315,629 | |
| 4,882,607 | | | First Lien Term Loan, 9.009% (3-Month USD Sofr+575 basis points), 8/31/20292,3,4 | | | 4,784,955 | |
| 30,964,531 | | | First Lien Term Loan, 9.009% (3-Month USD Sofr+575 basis points), 8/31/20292,3,4 | | | 30,230,824 | |
| 672,590 | | | Delayed Draw, 9.290% (3-Month USD Sofr+575 basis points), 8/31/20292,3,4 | | | 663,354 | |
| 1,875,000 | | | Delayed Draw, 1.000%, 8/31/20302,4,5 | | | 1,844,581 | |
| 5,625,000 | | | First Lien Term Loan, 13.000% (Fixed Rate+575 basis points), 8/31/20302,3,4 | | | 5,463,696 | |
| | | | Premier Imaging, LLC | | | | |
| 10,332,779 | | | Delayed Draw, 1.000%, 1/2/20252,4,5 | | | 10,175,914 | |
| 4,862,339 | | | First Lien Term Loan, 8.865% (3-Month USD Libor+575 basis points), 1/2/20252,3,4 | | | 4,788,523 | |
| 2,878,397 | | | First Lien Term Loan, 8.865% (1-Month USD Libor+575 basis points), 1/2/20252,3,4 | | | 2,834,700 | |
| 4,174,293 | | | Delayed Draw, 8.865% (1-Month USD Libor+575 basis points), 1/2/20252,3,4 | | | 4,110,922 | |
| 15,396,839 | | | First Lien Term Loan, 8.865% (1-Month USD Libor+575 basis points), 1/2/20252,3,4 | | | 15,163,095 | |
| 15,000,000 | | | Premise Health Holding Corp. First Lien Term Loan, 6.300% (3-Month USD Sofr+475 basis points), 4/10/20252,3,4 | | | 14,639,730 | |
| | | | Q-Centrix LLC | | | | |
| 4,910,941 | | | First Lien Term Loan, 7.570% (3-Month USD Libor+450 basis points), 11/30/20242,3,4 | | | 4,878,495 | |
| 837,574 | | | First Lien Term Loan, 8.070% (3-Month USD Libor+500 basis points), 11/30/20242,3,4 | | | 832,040 | |
| | | | Raven Buyer, Inc. | | | | |
| 2,045,455 | | | Revolver, 0.500%, 2/1/20272,4,5 | | | 2,009,076 | |
| 12,954,545 | | | First Lien Term Loan, 8.413% (3-Month USD Sofr+600 basis points), 2/1/20272,3,4 | | | 12,724,146 | |
| 152,778 | | | RCS Healthcare Revolver, 0.500%, 2/3/20262,4,5,7 | | | 151,768 | |
| | | | Redwood MSO, LLC | | | | |
| 1,283,790 | | | First Lien Term Loan, 8.537% (1-Month USD Sofr+550 basis points), 7/3/20252,3,4,7 | | | 1,273,149 | |
See accompanying Notes to Consolidated Financial Statements.
25
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
$ | 17,455,789 | | | First Lien Term Loan, 8.649% (1-Month USD Sofr+550 basis points), 7/3/20252,3,4,7 | | $ | 17,265,595 | |
| | | | SDG Mgmt Company | | | | |
| 392,799 | | | Revolver, 0.500%, 7/1/20282,4,5 | | | 384,929 | |
| 2,672,995 | | | Delayed Draw, 1.000%, 7/1/20282,4,5 | | | 2,646,172 | |
| 47,136 | | | Delayed Draw, 7.677% (3-Month USD Sofr+600 basis points), 7/1/20282,3,4 | | | 46,663 | |
| 6,117,839 | | | First Lien Term Loan, 7.677% (3-Month USD Sofr+600 basis points), 7/1/20282,3,4 | | | 5,995,272 | |
| | | | Smile Doctors, LLC | | | | |
| 1,696,113 | | | Revolver, 0.500%, 12/23/20272,5 | | | 1,661,885 | |
| 512,367 | | | Revolver, 9.424% (3-Month USD Libor+575 basis points), 12/23/20272,3 | | | 502,028 | |
| 12,629,747 | | | Delayed Draw, 1.000%, 12/23/20282,5 | | | 12,374,875 | |
| 3,091,873 | | | Delayed Draw, 5.500% (3-Month USD Libor+475 basis points), 12/23/20282,3 | | | 3,029,478 | |
| 5,457,043 | | | Delayed Draw, 8.570% (3-Month USD Libor+575 basis points), 12/23/20282,3 | | | 5,346,918 | |
| 19,650,398 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 12/23/20282,3 | | | 19,253,846 | |
| 40,000,000 | | | Southern Veterinary Partners, LLC First Lien Term Loan, 8.445% (3-Month USD Sofr+550 basis points), 10/5/20272,3,4 | | | 39,115,497 | |
| 3,360,156 | | | Spear Education, LLC First Lien Term Loan, 6.756% (6-Month USD Libor+500 basis points), 2/26/20252,3,4 | | | 3,207,687 | |
| GBP 1,797,628 | | | SSCP Pegasus Midco Limited First Lien Term Loan, 8.441% (6-Month GBP Libor+675 basis points), 11/16/20272,3,4,6 | | | 1,982,726 | |
| | | | The Smilist Management, Inc. | | | | |
| 356,075 | | | Revolver, 0.500%, 12/22/20252,4,5 | | | 352,771 | |
| 338,271 | | | Delayed Draw, 1.000%, 12/22/20252,4,5 | | | 335,133 | |
| 3,560,749 | | | Delayed Draw, 1.000%, 12/22/20252,4,5 | | | 3,527,714 | |
| 1,780,375 | | | Delayed Draw, 9.634% (1-Month USD Sofr+650 basis points), 12/22/20252,3,4 | | | 1,763,857 | |
| 3,226,751 | | | First Lien Term Loan, 9.634% (1-Month USD Sofr+650 basis points), 12/22/20252,3,4 | | | 3,196,814 | |
| 3,453,927 | | | Delayed Draw, 9.634% (1-Month USD Sofr+650 basis points), 12/22/20252,3,4 | | | 3,421,882 | |
| | | | TheKey, LLC | | | | |
| 20,573,644 | | | Delayed Draw, 1.000%, 3/30/20272,4,5 | | | 20,257,540 | |
| 405,599 | | | Delayed Draw, 8.134% (3-Month USD Sofr+500 basis points), 3/30/20272,3,4,7 | | | 399,367 | |
| 3,324,830 | | | First Lien Term Loan, 8.134% (3-Month USD Sofr+500 basis points), 3/30/20272,3,4,7 | | | 3,241,310 | |
| | | | Tivity Health, Inc. | | | | |
| 8,039,967 | | | First Lien Term Loan, 8.553% (3-Month USD Sofr+600 basis points), 6/28/20292,3,4 | | | 7,823,008 | |
| 5,000,000 | | | First Lien Term Loan, 9.553% (3-Month USD Sofr+600 basis points), 6/28/20292,3,4 | | | 4,914,973 | |
| 30,000,000 | | | First Lien Term Loan, 9.553% (3-Month USD Sofr+600 basis points), 6/28/20292,3,4 | | | 29,489,840 | |
| 5,000,000 | | | TPC Holdco, LLC Second Lien Term Loan, 7.642% (3-Month USD Sofr+400 basis points), 3/29/20282,3,4 | | | 4,816,693 | |
| | | | Troy Gastroenterology, P.C. | | | | |
| 2,561,576 | | | Delayed Draw, 0.500%, 11/25/20252,4,5 | | | 2,544,652 | |
See accompanying Notes to Consolidated Financial Statements.
26
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
$ | 394,089 | | | Revolver, 0.500%, 11/25/20252,4,5 | | $ | 391,485 | |
| 4,415,517 | | | First Lien Term Loan, 8.277% (3-Month USD Libor+600 basis points), 11/25/20252,3,4 | | | 4,386,344 | |
| 2,329,064 | | | Delayed Draw, 9.128% (3-Month USD Libor+600 basis points), 11/25/20252,3,4 | | | 2,313,676 | |
| 197,044 | | | Revolver, 9.743% (3-Month USD Libor+600 basis points), 11/25/20252,3,4 | | | 195,742 | |
| | | | TurningPoint Healthcare Solutions, LLC | | | | |
| 1,816,524 | | | Revolver, 0.500%, 7/14/20272,4,5,7 | | | 1,777,996 | |
| 12,122,406 | | | First Lien Term Loan, 7.865% (3-Month USD Libor+475 basis points), 7/14/20272,3,4,7 | | | 11,865,294 | |
| 13,669,291 | | | U.S. Endo Partners First Lien Term Loan, 8.743% (3-Month USD Libor+500 basis points), 11/1/20272,3,4,7 | | | 13,379,370 | |
| | | | United Musculoskeletal Partners Acquisition Holdings, LLC | | | | |
| 1,724,138 | | | Revolver, 0.500%, 7/15/20282,4,5 | | | 1,689,376 | |
| 3,600,543 | | | Delayed Draw, 1.000%, 7/15/20282,4,5 | | | 3,563,948 | |
| 8,275,862 | | | First Lien Term Loan, 7.709% (1-Month USD Sofr+575 basis points), 7/15/20282,3,4 | | | 8,109,003 | |
| 3,131,250 | | | First Lien Term Loan, 8.595% (1-Month USD Sofr+575 basis points), 7/15/20282,3,4 | | | 3,068,117 | |
| 1,920,290 | | | Delayed Draw, 8.768% (1-Month USD Sofr+575 basis points), 7/15/20282,3,4 | | | 1,900,772 | |
| 7,000,000 | | | UroGPO, LLC First Lien Term Loan, 8.764% (3-Month USD Libor+575 basis points), 12/15/20262,3,4 | | | 6,953,750 | |
| | | | Urology Management Holdings, Inc. | | | | |
| 1,190,476 | | | Revolver, 0.500%, 6/15/20262,4,5 | | | 1,139,671 | |
| 1,287,014 | | | Delayed Draw, 1.000%, 6/15/20262,4,5 | | | 1,232,089 | |
| 13,568,597 | | | Delayed Draw, 9.420% (3-Month USD Libor+525 basis points), 6/15/20262,3,4 | | | 12,989,541 | |
| 5,074,416 | | | First Lien Term Loan, 9.420% (3-Month USD Libor+525 basis points), 6/15/20262,3,4 | | | 4,857,860 | |
| 1,492,893 | | | First Lien Term Loan, 9.420% (3-Month USD Libor+525 basis points), 6/15/20262,3,4 | | | 1,429,182 | |
| 1,557,104 | | | Delayed Draw, 9.420% (3-Month USD Libor+525 basis points), 6/15/20262,3,4 | | | 1,490,653 | |
| 6,560,496 | | | First Lien Term Loan, 9.420% (3-Month USD Libor+525 basis points), 6/15/20262,3,4 | | | 6,280,519 | |
| 13,128,472 | | | USHV Management, LLC First Lien Term Loan, 9.170% (3-Month USD Libor+500 basis points), 12/23/20272,3,4,7 | | | 12,720,224 | |
| | | | Vardiman Black Holdings, LLC | | | | |
| 11,642,397 | | | Delayed Draw, 1.000%, 3/18/20272,4,5 | | | 11,426,610 | |
| 25,462,888 | | | Delayed Draw, 9.612% (3-Month USD Sofr+700 basis points), 3/18/20272,3,4 | | | 24,990,944 | |
| 10,176,136 | | | First Lien Term Loan, 9.612% (3-Month USD Sofr+700 basis points), 3/18/20272,3,4 | | | 9,975,529 | |
| | | | Vermont Aus Pty Ltd. | | | | |
| 7,976,259 | | | First Lien Term Loan, 6.250% (3-Month USD Sofr+565 basis points), 3/23/20282,3,4 | | | 7,721,146 | |
| AUD 10,862,906 | | | First Lien Term Loan, 8.863% (3-Month AUD BBSY+575 basis points), 3/23/20282,3,4,6 | | | 6,726,103 | |
See accompanying Notes to Consolidated Financial Statements.
27
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | HEALTH CARE (Continued) | | | | |
| | | | Vital Care Buyer, LLC | | | | |
$ | 1,777,778 | | | Revolver, 0.500%, 10/19/20252,4,5 | | $ | 1,751,322 | |
| 5,542,252 | | | First Lien Term Loan, 8.000% (3-Month USD Libor+550 basis points), 10/19/20252,3,4 | | | 5,459,776 | |
| | | | Web P.T., Inc. | | | | |
| 9,000,000 | | | First Lien Term Loan, 9.820% (3-Month USD Libor+675 basis points), 8/28/20242,3,4 | | | 8,762,587 | |
| 1,058,036 | | | Revolver, 0.500%, 1/18/20282,4,5 | | | 1,030,126 | |
| 254,464 | | | Revolver, 8.859% (3-Month USD Libor+675 basis points), 1/18/20282,3,4 | | | 247,752 | |
| | | | Xeris Pharmaceuticals, Inc. | | | | |
| 8,333,333 | | | Delayed Draw, 2.000%, 3/8/20272,4,5,7 | | | 8,154,247 | |
| 16,666,667 | | | First Lien Term Loan, 12.821% (3-Month USD Sofr+900 basis points), 3/8/20272,3,4,7 | | | 16,219,560 | |
| | | | Xifin, Inc. | | | | |
| 2,055,992 | | | Revolver, 0.500%, 2/6/20262,4,5 | | | 1,992,058 | |
| 1,649,591 | | | Delayed Draw, 1.000%, 2/6/20262,4,5,7 | | | 1,598,295 | |
| 10,157,514 | | | First Lien Term Loan, 8.865% (1-Month USD Libor+575 basis points), 2/6/20262,3,4,7 | | | 9,831,431 | |
| 85,666 | | | Revolver, 11.000% (3-Month USD Libor+575 basis points), 2/6/20262,3,4,7 | | | 83,002 | |
| | | | Zavation Medical Products, LLC | | | | |
| 1,621,622 | | | Revolver, 0.500%, 6/30/20272,4,5 | | | 1,592,950 | |
| 405,405 | | | Revolver, 8.174% (3-Month USD Libor+450 basis points), 6/30/20272,3,4 | | | 398,238 | |
| 12,843,243 | | | First Lien Term Loan, 8.174% (3-Month USD Libor+450 basis points), 6/30/20272,3,4 | | | 12,616,164 | |
| | | | | | | 1,824,233,887 | |
| | | | INDUSTRIALS — 21.0% | | | | |
| 4,354,866 | | | 3SI Holdco, Inc. First Lien Term Loan, 10.065% (3-Month USD Libor+575 basis points), 6/16/20232,3,4 | | | 4,277,869 | |
| | | | Accurus Aerospace Corporation | | | | |
| 7,980,000 | | | First Lien Term Loan, 7.722% (3-Month USD Libor+575 basis points), 4/5/20282,3,4 | | | 7,833,599 | |
| 1,995,000 | | | First Lien Term Loan, 7.722% (3-Month USD Libor+575 basis points), 4/5/20282,3,4 | | | 1,958,400 | |
| 14,905,078 | | | Aero Operating LLC Incremental Term Loan, 10.130% (1-Month USD Libor+700 basis points), 2/7/20262,3,4 | | | 14,343,498 | |
| 1,661,622 | | | AGData First Lien Term Loan, 6.250% (3-Month USD Libor+475 basis points), 7/21/20232,3,4 | | | 1,623,936 | |
| 7,312,500 | | | AG-Twin Brook Aerospace First Lien Term Loan, 10.365% (1-Month USD Libor+725 basis points), 12/6/20242,3,4,7 | | | 6,997,871 | |
| | | | AG-Twin Brook Industrials | | | | |
| 17,760,000 | | | Delayed Draw, 1.000%, 1/17/20262,4,5 | | | 17,624,292 | |
| 2,240,000 | | | Delayed Draw, 7.806% (3-Month USD Libor+500 basis points), 1/17/20262,3,4 | | | 2,222,884 | |
See accompanying Notes to Consolidated Financial Statements.
28
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
| | | | Air Comm Corporation, LLC | | | | |
$ | 2,113,764 | | | Revolver, 0.500%, 7/1/20272,4,5 | | $ | 2,086,958 | |
| 1,044,051 | | | Revolver, 0.500%, 7/1/20272,4,5 | | | 1,030,811 | |
| 9,079,573 | | | Delayed Draw, 8.377% (3-Month USD Libor+550 basis points), 7/1/20272,3,4 | | | 8,964,429 | |
| 325,260 | | | Revolver, 8.377% (3-Month USD Libor+550 basis points), 7/1/20272,3,4 | | | 321,135 | |
| 13,280,488 | | | First Lien Term Loan, 8.377% (3-Month USD Libor+550 basis points), 7/1/20272,3,4 | | | 13,112,068 | |
| 13,754,654 | | | Delayed Draw, 8.378% (3-Month USD Libor+550 basis points), 7/1/20272,3,4 | | | 13,580,221 | |
| 140,159 | | | Revolver, 8.627% (3-Month USD Libor+550 basis points), 7/1/20272,3,4 | | | 138,382 | |
| 29,684,160 | | | Airnov, Inc. First Lien Term Loan, 8.602% (3-Month USD Libor+500 basis points), 12/19/20252,3,4 | | | 29,488,035 | |
| | | | Any Hour, LLC | | | | |
| 2,000,000 | | | Revolver, 0.500%, 7/21/20272,4,5 | | | 1,969,637 | |
| 4,566,667 | | | Delayed Draw, 1.000%, 7/21/20272,4,5 | | | 4,528,398 | |
| 6,633,333 | | | Delayed Draw, 6.250% (3-Month USD Sofr+525 basis points), 7/21/20272,3,4 | | | 6,532,631 | |
| 6,637,600 | | | Delayed Draw, 6.756% (3-Month USD Sofr+525 basis points), 7/21/20272,3,4 | | | 6,536,833 | |
| 5,433,333 | | | Delayed Draw, 7.722% (3-Month USD Sofr+525 basis points), 7/21/20272,3,4 | | | 5,387,803 | |
| 11,220,000 | | | First Lien Term Loan, 7.982% (3-Month USD Sofr+525 basis points), 7/21/20272,3,4 | | | 11,049,666 | |
| | | | Apex Service Partners, LLC | | | | |
| 2,000,000 | | | Revolver, 0.500%, 7/31/20252,4,5 | | | 1,929,645 | |
| 9,375,405 | | | First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 7/31/20252,3,4 | | | 9,115,903 | |
| 10,157,316 | | | Delayed Draw, 6.250% (3-Month USD Libor+525 basis points), 7/31/20252,3,4 | | | 9,800,006 | |
| 1,000,000 | | | First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 7/31/20252,3,4 | | | 964,822 | |
| 2,483,512 | | | Delayed Draw, 6.500% (3-Month USD Libor+550 basis points), 7/31/20252,3,4 | | | 2,414,771 | |
| 4,996,600 | | | Delayed Draw, 6.676% (3-Month USD Libor+525 basis points), 7/31/20252,3,4 | | | 4,820,832 | |
| 6,766,000 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 7/31/20252,3,4 | | | 6,527,988 | |
| 9,230,769 | | | First Lien Term Loan, 12.500% PIK (Fixed Rate+1,250 basis points), 7/22/20272,3,4,10 | | | 8,967,704 | |
| 3,816,622 | | | Aptean, Inc. First Lien Term Loan, 7.320% (3-Month USD Libor+425 basis points), 4/23/20262,3 | | | 3,622,071 | |
| | | | Ardurra Group LLC | | | | |
| 6,750,000 | | | First Lien Term Loan, 10.534% (1-Month USD Sofr+750 basis points), 9/1/20252,3,4 | | | 6,514,937 | |
| 4,851,240 | | | Delayed Draw, 10.640% (1-Month USD Sofr+750 basis points), 9/1/20252,3,4 | | | 4,682,300 | |
| 8,311,791 | | | First Lien Term Loan, 10.640% (1-Month USD Sofr+750 basis points), 9/1/20252,3,4 | | | 8,022,340 | |
| 1,704,095 | | | First Lien Term Loan, 10.640% (1-Month USD Sofr+750 basis points), 9/1/20252,3,4 | | | 1,644,751 | |
| | | | Armada Parent, Inc. | | | | |
| 2,383,333 | | | Revolver, 0.500%, 10/29/20272,4,5 | | | 2,340,479 | |
| 1,000,000 | | | Delayed Draw, 1.000%, 10/29/20272,4,5 | | | 982,019 | |
| 19,850,000 | | | First Lien Term Loan, 8.556% (3-Month USD Libor+575 basis points), 10/29/20272,3,4 | | | 19,493,082 | |
See accompanying Notes to Consolidated Financial Statements.
29
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
$ | 1,000,000 | | | Delayed Draw, 9.392% (3-Month USD Libor+575 basis points), 10/29/20272,3,4 | | $ | 982,019 | |
| 16,667 | | | Revolver, 9.424% (3-Month USD Libor+575 basis points), 10/29/20272,3,4 | | | 16,367 | |
| 4,974,937 | | | Arrowhead Holdco Company First Lien Term Loan, 7.570% (3-Month USD Libor+450 basis points), 8/31/20282,3,4,7 | | | 4,864,364 | |
| | | | AWT Merger Sub, Inc. | | | | |
| 928,571 | | | Revolver, 0.500%, 12/17/20262,4,5 | | | 919,117 | |
| 1,424,370 | | | Delayed Draw, 1.000%, 12/17/20262,4,5 | | | 1,409,867 | |
| 2,490,357 | | | Delayed Draw, 8.994% (3-Month USD Libor+575 basis points), 12/17/20262,3,4 | | | 2,465,000 | |
| 142,857 | | | Revolver, 8.994% (3-Month USD Libor+575 basis points), 12/17/20262,3,4 | | | 141,403 | |
| 6,332,143 | | | First Lien Term Loan, 8.994% (3-Month USD Libor+575 basis points), 12/17/20262,3,4 | | | 6,267,668 | |
| 994,566 | | | Delayed Draw, 8.994% (3-Month USD Libor+575 basis points), 12/17/20262,3,4 | | | 984,439 | |
| | | | Beacon Mobility Corp. | | | | |
| 1,000,000 | | | Revolver, 0.500%, 5/22/20242,4,5 | | | 979,820 | |
| 17,560,057 | | | Delayed Draw, 7.868% (3-Month USD Libor+550 basis points), 5/22/20242,3,4 | | | 17,205,689 | |
| 4,968,193 | | | Delayed Draw, 7.868% (3-Month USD Libor+550 basis points), 5/22/20242,3,4 | | | 4,867,933 | |
| 2,243,132 | | | First Lien Term Loan, 8.715% (3-Month USD Libor+550 basis points), 5/22/20242,3,4 | | | 2,197,865 | |
| | | | Blackbird Purchaser, Inc. | | | | |
| 10,713,282 | | | Delayed Draw, 1.000%, 4/8/20262,4,5 | | | 10,282,858 | |
| 13,299,888 | | | First Lien Term Loan, 7.621% (3-Month USD Libor+450 basis points), 4/8/20262,3,4 | | | 12,765,543 | |
| | | | BlueHalo Global Holdings, LLC | | | | |
| 341,663 | | | Revolver, 0.500%, 10/31/20252,4,5 | | | 333,231 | |
| 944,051 | | | Revolver, 8.685% (3-Month USD Libor+600 basis points), 10/31/20252,3,4 | | | 920,753 | |
| 17,339,169 | | | First Lien Term Loan, 8.867% (3-Month USD Libor+600 basis points), 10/31/20252,3,4 | | | 16,911,247 | |
| 14,962,500 | | | BP Purchaser, LLC First Lien Term Loan, 8.736% (3-Month USD Libor+550 basis points), 12/10/20282,3,4 | | | 14,114,521 | |
| | | | British Engineering Services Holdco Limited | | | | |
| GBP 950,968 | | | Revolver, 9.221% (3-Month GBP Libor+703 basis points), 12/2/20272,3,4,6 | | | 1,029,778 | |
| GBP 396,237 | | | First Lien Term Loan, 9.221% (3-Month GBP Libor+703 basis points), 12/2/20272,3,4,6 | | | 429,075 | |
| | | | Caldwell & Gregory LLC | | | | |
| 2,000,000 | | | Delayed Draw, 1.000%, 12/5/20232,4,5 | | | 1,979,636 | |
| 13,000,000 | | | Delayed Draw, 8.399% (3-Month USD Sofr+550 basis points), 12/5/20232,3,4 | | | 12,867,632 | |
| 14,922,891 | | | First Lien Term Loan, 9.315% (3-Month USD Sofr+550 basis points), 12/5/20232,3,4 | | | 14,770,944 | |
| 6,371,638 | | | Captive Resources Midco, LLC First Lien Term Loan, 8.534% (3-Month USD Sofr+550 basis points), 7/1/20292,3,4 | | | 6,244,408 | |
| | | | CC WDW Borrower, Inc. | | | | |
| 1,631,196 | | | Delayed Draw, 1.000%, 1/27/20282,4,5 | | | 1,603,520 | |
| 3,262,391 | | | First Lien Term Loan, 9.429% (3-Month USD Sofr+675 basis points), 1/27/20282,3,4 | | | 3,162,168 | |
See accompanying Notes to Consolidated Financial Statements.
30
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
$ | 12,000,000 | | | CGI Parent, LLC First Lien Term Loan, 7.793% (3-Month USD Libor+450 basis points), 2/14/20282,3,4 | | $ | 11,749,951 | |
| | | | Citrin Cooperman Advisors, LLC | | | | |
| 2,647,908 | | | Delayed Draw, 1.000%, 10/1/20272,4,5 | | | 2,604,474 | |
| 17,793,939 | | | Delayed Draw, 1.000%, 10/1/20272,4,5 | | | 17,506,994 | |
| 22,206,061 | | | Delayed Draw, 7.077% (3-Month USD Sofr+500 basis points), 10/1/20272,3,4 | | | 21,847,965 | |
| 3,304,473 | | | Delayed Draw, 7.077% (3-Month USD Sofr+500 basis points), 10/1/20272,3,4 | | | 3,250,269 | |
| 2,640,441 | | | Delayed Draw, 7.675% (6-Month USD Sofr+500 basis points), 10/1/20272,3,4 | | | 2,591,380 | |
| 6,161,029 | | | First Lien Term Loan, 9.209% (6-Month USD Sofr+500 basis points), 10/1/20272,3,4 | | | 6,049,634 | |
| | | | Colonial Bag, LLC | | | | |
| 4,426,168 | | | First Lien Term Loan, 8.174% (3-Month USD Libor+450 basis points), 9/3/20252,3,4 | | | 4,396,924 | |
| 9,900,000 | | | Incremental Term Loan, 8.270% (3-Month USD Libor+500 basis points), 9/3/20252,3,4 | | | 9,834,590 | |
| | | | Comar Holding Company, LLC | | | | |
| 4,910,540 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+625 basis points), 6/18/20242,3,4 | | | 4,878,095 | |
| 776,043 | | | Delayed Draw, 9.924% (3-Month USD Libor+625 basis points), 6/18/20242,3,4 | | | 770,916 | |
| | | | Continental Acquisition Holdings, Inc. | | | | |
| 2,665,195 | | | Delayed Draw, 9.001% (3-Month USD Libor+675 basis points), 1/20/20272,3,4 | | | 2,607,680 | |
| 7,229,911 | | | First Lien Term Loan, 9.001% (3-Month USD Libor+675 basis points), 1/20/20272,3,4 | | | 7,073,889 | |
| | | | Coretrust Purchasing Group LLC | | | | |
| 250,000 | | | Revolver, 0.500%, 9/30/20292,4,5 | | | 242,500 | |
| 2,819,549 | | | Revolver, 0.500%, 9/30/20292,4,5 | | | 2,734,962 | |
| 596,443 | | | Delayed Draw, 1.000%, 9/30/20292,4,5 | | | 587,496 | |
| 2,819,549 | | | Delayed Draw, 1.000%, 9/30/20292,4,5 | | | 2,777,256 | |
| 4,095,575 | | | First Lien Term Loan, 9.784% (3-Month USD Sofr+675 basis points), 9/30/20292,3,4 | | | 3,972,708 | |
| 19,360,902 | | | First Lien Term Loan, 9.784% (3-Month USD Sofr+675 basis points), 9/30/20292,3,4 | | | 18,780,075 | |
| EUR 900,000 | | | CVL 3 First Lien Term Loan, 5.500% (3-Month EURIBOR+550 basis points), 12/21/20282,3,4,6 | | | 855,879 | |
| | | | Dispatch Acquisition Holdings, LLC | | | | |
| 7,920,000 | | | First Lien Term Loan, 6.500% (3-Month USD Libor+465 basis points), 3/25/20282,3,4 | | | 7,619,408 | |
| 2,750,000 | | | First Lien Term Loan, 6.830% (3-Month USD Libor+475 basis points), 3/25/20282,3,4 | | | 2,645,628 | |
| 13,860,000 | | | First Lien Term Loan, 7.924% (3-Month USD Libor+425 basis points), 3/25/20282,3,4 | | | 13,333,964 | |
| | | | DTI Holdco, Inc. | | | | |
| 381,012 | | | Revolver, 0.500%, 4/26/20272,4,5 | | | 375,231 | |
| 500,960 | | | Revolver, 7.784% (3-Month USD Sofr+475 basis points), 4/26/20272,3,4,7 | | | 493,360 | |
See accompanying Notes to Consolidated Financial Statements.
31
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
$ | 6,773,548 | | | First Lien Term Loan, 7.327% (1-Month USD Sofr+475 basis points), 4/26/20292,3,4,7 | | $ | 6,536,015 | |
| | | | Dwyer Instruments, Inc. | | | | |
| 1,620,617 | | | Revolver, 0.500%, 7/21/20272,4,5 | | | 1,587,942 | |
| 807,012 | | | Revolver, 0.500%, 7/21/20272,4,5 | | | 790,741 | |
| 1,912,917 | | | Delayed Draw, 1.000%, 7/21/20272,4,5,7 | | | 1,893,474 | |
| 300,114 | | | Revolver, 8.877% (3-Month USD Libor+550 basis points), 7/21/20272,3,4,7 | | | 294,063 | |
| 149,447 | | | Revolver, 8.877% (6-Month USD Libor+600 basis points), 7/21/20272,3,4,7 | | | 146,433 | |
| 3,193,216 | | | Delayed Draw, 9.174% (3-Month USD Libor+550 basis points), 7/21/20272,3,4,7 | | | 3,160,761 | |
| 7,621,969 | | | First Lien Term Loan, 9.750% (3-Month USD Libor+600 basis points), 7/21/20272,3,4,7 | | | 7,468,294 | |
| | | | Easy Ice, LLC | | | | |
| 6,134,165 | | | Delayed Draw, 1.000%, 12/31/20242,4,5 | | | 6,093,636 | |
| 1,106,160 | | | Delayed Draw, 8.495% (3-Month USD Libor+475 basis points), 12/31/20242,3,4 | | | 1,098,851 | |
| 5,421,255 | | | First Lien Term Loan, 8.783% (3-Month USD Libor+475 basis points), 12/31/20242,3,4 | | | 5,385,436 | |
| 4,911,839 | | | First Lien Term Loan, 8.920% (3-Month USD Libor+475 basis points), 12/31/20242,3,4 | | | 4,879,386 | |
| 802,327 | | | First Lien Term Loan, 7.649% (3-Month USD Libor+475 basis points), 12/31/20252,3,4 | | | 797,026 | |
| 8,000,000 | | | Echo Global Logistics, Inc. Second Lien Term Loan, 8.239% (1-Month USD Libor+700 basis points), 11/23/20292,3,4 | | | 7,834,415 | |
| 4,575,203 | | | EShipping First Lien Term Loan, 8.115% (3-Month USD Libor+575 basis points), 11/5/20272,3,4 | | | 4,528,618 | |
| | | | Explorer Investor, Inc. | | | | |
| 5,232,558 | | | Delayed Draw, 1.000%, 6/28/20292,4,5 | | | 4,890,115 | |
| 24,767,442 | | | First Lien Term Loan, 8.455% (1-Month USD Sofr+600 basis points), 6/28/20292,3,4 | | | 23,146,544 | |
| 4,098,361 | | | FCG Acquisitions, Inc. First Lien Term Loan, 8.303% (3-Month USD Sofr+475 basis points), 4/1/20282,3,4,7 | | | 3,922,384 | |
| | | | FLS Holding, Inc. | | | | |
| 2,000,000 | | | Revolver, 0.500%, 12/17/20272,4,5 | | | 1,959,439 | |
| 23,000,000 | | | First Lien Term Loan, 8.777% (3-Month USD Libor+525 basis points), 12/17/20282,3,4 | | | 22,533,553 | |
| 5,000,000 | | | Delayed Draw, 8.815% (3-Month USD Libor+525 basis points), 12/17/20282,3,4 | | | 4,898,598 | |
| | | | Fortis Solutions Group, LLC | | | | |
| 1,679,160 | | | Revolver, 0.500%, 10/15/20272,4,5 | | | 1,650,146 | |
| 119,940 | | | Revolver, 9.670% (3-Month USD Libor+550 basis points), 10/15/20272,3,4 | | | 117,868 | |
| 602,699 | | | Delayed Draw, 1.000%, 10/15/20282,4,5 | | | 592,285 | |
| 10,000,000 | | | Delayed Draw, 1.000%, 10/15/20282,4,5 | | | 9,902,037 | |
| 3,145,427 | | | Delayed Draw, 8.543% (3-Month USD Libor+550 basis points), 10/15/20282,3,4 | | | 3,091,077 | |
| 14,379,160 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 10/15/20282,3,4 | | | 14,130,703 | |
See accompanying Notes to Consolidated Financial Statements.
32
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
| | | | Gerson Lehrman Group, Inc. | | | | |
$ | 9,796,954 | | | First Lien Term Loan, 8.127% (3-Month USD Libor+525 basis points), 12/5/20242,3,4 | | $ | 9,718,139 | |
| 25,000,000 | | | First Lien Term Loan, 8.127% (3-Month USD Libor+525 basis points), 12/5/20242,3,4 | | | 24,798,879 | |
| 29,700,000 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+525 basis points), 12/5/20242,3,4 | | | 29,461,068 | |
| | | | Graffiti Buyer, Inc. | | | | |
| 1,303,199 | | | Revolver, 0.500%, 8/10/20272,4,5 | | | 1,280,158 | |
| 5,044,643 | | | Delayed Draw, 1.000%, 8/10/20272,4,5 | | | 4,955,450 | |
| 1,219,122 | | | Revolver, 8.118% (3-Month USD Libor+575 basis points), 8/10/20272,3,4 | | | 1,197,567 | |
| 11,181,871 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 8/10/20272,3,4 | | | 10,984,167 | |
| 27,725,813 | | | Guidehouse, Inc. First Lien Term Loan, 9.365% (3-Month USD Libor+625 basis points), 10/16/20282,3,4 | | | 27,171,297 | |
| | | | HPS Industrials | | | | |
| 9,792,353 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+550 basis points), 7/25/20252,3,4,7 | | | 9,824,931 | |
| 23,705,666 | | | First Lien Term Loan, 9.238% (3-Month USD Libor+675 basis points), 10/15/20262,3,4 | | | 23,504,862 | |
| | | | HSI Halo Acquisition, Inc. | | | | |
| 875,000 | | | Revolver, 0.500%, 9/2/20252,4,5 | | | 856,442 | |
| 175,000 | | | Revolver, 9.493% (3-Month USD Libor+575 basis points), 9/2/20252,3,4,7 | | | 171,288 | |
| 1,489,630 | | | Delayed Draw, 9.831% (3-Month USD Libor+575 basis points), 8/31/20262,3,4,7 | | | 1,456,522 | |
| 8,464,978 | | | First Lien Term Loan, 9.831% (3-Month USD Libor+575 basis points), 8/31/20262,3,4,7 | | | 8,297,735 | |
| | | | iCIMS, Inc. | | | | |
| 184,671 | | | Revolver, 0.500%, 9/12/20242,4,5 | | | 182,569 | |
| 1,904,761 | | | Revolver, 0.500%, 8/18/20282,4,5 | | | 1,858,674 | |
| 20,000,000 | | | First Lien Term Loan, 9.487% (3-Month USD Sofr+675 basis points), 8/18/20282,3,4 | | | 19,516,087 | |
| 20,000,000 | | | Infogain Corporation First Lien Term Loan, 7.857% (3-Month USD Sofr+575 basis points), 7/30/20282,3,4 | | | 19,533,421 | |
| 14,848,481 | | | Intergulf Corp. First Lien Term Loan, 9.424% (2-Month USD Libor+575 basis points), 11/16/20232,3,4 | | | 14,726,817 | |
| | | | Isaac Heating & Air Conditioning | | | | |
| 2,368,421 | | | Revolver, 0.500%, 5/7/20272,4,5 | | | 2,338,385 | |
| 947,368 | | | Delayed Draw, 1.000%, 5/7/20272,4,5 | | | 935,354 | |
| 7,815,789 | | | First Lien Term Loan, 8.162% (3-Month USD Libor+500 basis points), 5/7/20272,3,4 | | | 7,716,672 | |
| 3,773,684 | | | Delayed Draw, 9.030% (3-Month USD Libor+525 basis points), 5/7/20272,3,4 | | | 3,725,827 | |
| | | | ISS Compressors Industries, Inc. | | | | |
| 124,136 | | | First Lien Term Loan, 9.203% (3-Month USD Libor+550 basis points), 2/5/20262,3,4 | | | 119,930 | |
| 103,705 | | | First Lien Term Loan, 9.203% (3-Month USD Libor+550 basis points), 2/5/20262,3,4 | | | 100,192 | |
See accompanying Notes to Consolidated Financial Statements.
33
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
$ | 83,333 | | | Revolver, 0.500%, 8/9/20262,4,5 | | $ | 80,510 | |
| 291,667 | | | Revolver, 8.664% (3-Month USD Libor+550 basis points), 8/9/20262,3,4 | | | 281,786 | |
| 4,481,585 | | | First Lien Term Loan, 9.203% (3-Month USD Libor+550 basis points), 8/9/20262,3,4 | | | 4,329,759 | |
| | | | Jade Bidco Limited | | | | |
| EUR 538,430 | | | First Lien Term Loan, 6.250% (6-Month EUR Libor+600 basis points), 12/3/20262,3,4,6 | | | 511,075 | |
| 3,375,128 | | | First Lien Term Loan, 7.050% (3-Month USD Libor+600 basis points), 12/3/20262,3,4 | | | 3,269,008 | |
| 20,000,000 | | | First Lien Term Loan, 7.050% (3-Month USD Sofr+625 basis points), 2/16/20292,3,4 | | | 19,371,162 | |
| | | | Komline-Sanderson Group, Inc. | | | | |
| 1,171,875 | | | Revolver, 0.500%, 3/17/20262,4,5 | | | 1,154,310 | |
| 4,687,500 | | | Delayed Draw, 1.000%, 3/17/20262,4,5 | | | 4,617,242 | |
| 8,008,073 | | | First Lien Term Loan, 8.750% (3-Month USD Libor+600 basis points), 3/17/20262,3,4 | | | 7,888,044 | |
| 2,176,498 | | | First Lien Term Loan, 8.750% (3-Month USD Libor+600 basis points), 3/17/20262,3,4 | | | 2,143,875 | |
| 9,464,871 | | | Delayed Draw, 8.905% (3-Month USD Libor+600 basis points), 3/17/20262,3,4 | | | 9,323,008 | |
| 1,171,875 | | | Revolver, 9.052% (3-Month USD Libor+600 basis points), 3/17/20262,3,4 | | | 1,154,310 | |
| 2,343,750 | | | First Lien Term Loan, 9.155% (3-Month USD Libor+600 basis points), 3/17/20262,3,4 | | | 2,308,621 | |
| | | | KPSKY Acquisition, Inc. | | | | |
| 4,375,000 | | | Delayed Draw, 1.000%, 10/19/20282,4,5 | | | 4,317,994 | |
| 13,082,232 | | | First Lien Term Loan, 8.584% (1-Month USD Libor+550 basis points), 10/19/20282,3,4 | | | 12,292,419 | |
| 1,500,761 | | | Delayed Draw, 10.750% (1-Month USD Libor+625 basis points), 10/19/20282,3,4 | | | 1,481,206 | |
| 625,000 | | | Delayed Draw, 10.750% (3-Month USD Libor+625 basis points), 10/19/20282,3,4 | | | 616,856 | |
| | | | Lav Gear Holdings, Inc. | | | | |
| 5,340,955 | | | First Lien Term Loan, 9.953% PIK (1-Month USD Sofr+640 basis points), 10/31/20242,3,4,10 | | | 5,259,873 | |
| 234,477 | | | First Lien Term Loan, 9.953% PIK (3-Month USD Sofr+640 basis points), 10/31/20242,3,4,10 | | | 230,917 | |
| 18,361,250 | | | Lereta, LLC First Lien Term Loan, 8.365% (1-Month USD Libor+525 basis points), 7/30/20282,3 | | | 15,701,807 | |
| | | | Liquid Environmental | | | | |
| 4,136,372 | | | Delayed Draw, 7.147% (3-Month USD Libor+525 basis points), 5/31/20262,3,4,7 | | | 4,048,641 | |
| 9,803,995 | | | First Lien Term Loan, 7.381% (3-Month USD Libor+475 basis points), 5/31/20262,3,4,7 | | | 9,596,055 | |
| | | | Lithium Technologies, LLC | | | | |
| 367,018 | | | Revolver, 0.500%, 10/3/20222,4,5 | | | 362,840 | |
| 244,678 | | | Revolver, 10.530% (3-Month USD Libor+800 basis points), 10/3/20222,3,4 | | | 241,893 | |
| 8,792,149 | | | First Lien Term Loan, 10.530% (3-Month USD Libor+800 basis points), 10/3/20222,3,4 | | | 8,692,077 | |
See accompanying Notes to Consolidated Financial Statements.
34
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
$ | 5,000,000 | | | Lynx Franchising, LLC First Lien Term Loan, 8.500% (3-Month USD Libor+625 basis points), 12/18/20262,3,4 | | $ | 4,901,294 | |
| | | | Majco LLC | | | | |
| 1,200,000 | | | Revolver, 0.500%, 12/23/20282,4,5 | | | 1,151,788 | |
| 6,583,333 | | | Delayed Draw, 1.000%, 12/23/20282,4,5 | | | 6,351,748 | |
| 466,667 | | | Revolver, 7.615% (1-Month USD Libor+450 basis points), 12/23/20282,3,4 | | | 447,918 | |
| 2,745,625 | | | Delayed Draw, 8.243% (3-Month USD Libor+450 basis points), 12/23/20282,3,4 | | | 2,649,041 | |
| 8,977,500 | | | First Lien Term Loan, 8.243% (3-Month USD Libor+450 basis points), 12/23/20282,3,4 | | | 8,616,814 | |
| 1,561,290 | | | Management Consulting & Research, LLC Delayed Draw, 9.053% (3-Month USD Sofr+600 basis points), 10/29/20272,3,4 | | | 1,540,137 | |
| | | | Marcone Yellowstone Buyer, Inc. | | | | |
| 4,139,091 | | | Delayed Draw, 1.000%, 6/23/20282,4,5 | | | 4,014,179 | |
| 2,888,312 | | | Delayed Draw, 8.421% (3-Month USD Libor+550 basis points), 6/23/20282,3,4 | | | 2,801,147 | |
| 21,859,849 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 6/23/20282,3,4,12 | | | 21,200,151 | |
| | | | Motion & Control Enterprises LLC | | | | |
| 1,224,685 | | | Revolver, 0.500%, 6/1/20282,4,5 | | | 1,196,518 | |
| 185,881 | | | Revolver, 6.805% (3-Month USD Sofr+475 basis points), 6/1/20282,3,4,7 | | | 181,606 | |
| 2,350,943 | | | Delayed Draw, 7.803% (3-Month USD Sofr+490 basis points), 6/1/20282,3,4,7 | | | 2,320,310 | |
| 9,403,772 | | | First Lien Term Loan, 8.195% (3-Month USD Sofr+475 basis points), 6/1/20282,3,4,7 | | | 9,187,491 | |
| | | | NCWS Intermediate, Inc. | | | | |
| 30,884 | | | Delayed Draw, 1.000%, 12/29/20262,4,5 | | | 30,229 | |
| 7,651,556 | | | Delayed Draw, 9.115% (3-Month USD Libor+600 basis points), 12/29/20262,3,4,7 | | | 7,489,269 | |
| 870,625 | | | Delayed Draw, 9.115% (3-Month USD Libor+600 basis points), 12/29/20262,3,4,7 | | | 851,274 | |
| 1,995,953 | | | Delayed Draw, 9.115% (3-Month USD Libor+600 basis points), 12/29/20262,3,4,7 | | | 1,951,590 | |
| | | | Northstar Recycling | | | | |
| 2,000,000 | | | Revolver, 0.500%, 10/1/20272,4,5 | | | 1,975,636 | |
| 9,276,750 | | | First Lien Term Loan, 8.424% (3-Month USD Libor+475 basis points), 10/1/20272,3,4 | | | 9,163,742 | |
| 2,000,000 | | | First Lien Term Loan, 8.424% (3-Month USD Libor+475 basis points), 10/1/20272,3,4 | | | 1,975,636 | |
| | | | Omni Intermediate Holdings, LLC | | | | |
| 2,253,521 | | | Revolver, 0.500%, 12/30/20252,4,5 | | | 2,203,752 | |
| 1,549,296 | | | Delayed Draw, 1.000%, 12/30/20262,4,5 | | | 1,530,570 | |
| 4,533,321 | | | Delayed Draw, 1.000%, 12/30/20262,4,5 | | | 4,478,529 | |
| 10,074,046 | | | Delayed Draw, 8.000% (3-Month USD Sofr+500 basis points), 12/30/20262,3,4 | | | 9,952,286 | |
| 26,006,324 | | | First Lien Term Loan, 8.642% (1-Month USD Sofr+500 basis points), 12/30/20262,3,4 | | | 25,431,978 | |
| 11,556,190 | | | First Lien Term Loan, 8.642% (3-Month USD Sofr+500 basis points), 12/30/20262,3,4 | | | 11,300,973 | |
See accompanying Notes to Consolidated Financial Statements.
35
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
$ | 7,000,000 | | | Omni Logistics, LLC First Lien Term Loan, 7.104% (3-Month USD Sofr+500 basis points), 12/30/20262,3,4 | | $ | 6,836,697 | |
| 35,000,000 | | | P20 Parent, Inc. First Lien Term Loan, 10.534% (1-Month USD Sofr+750 basis points), 7/12/20282,3,4 | | | 34,301,031 | |
| 9,000,000 | | | PaperWorks Industries, Inc First Lien Term Loan, 10.806% (3-Month USD Libor+800 basis points), 12/18/20252,3,4 | | | 8,818,827 | |
| | | | PCX Holding Corp. | | | | |
| 437,500 | | | Revolver, 0.500%, 4/22/20272,4,5 | | | 426,484 | |
| 101,563 | | | Delayed Draw, 1.000%, 4/22/20272,4,5 | | | 99,054 | |
| 2,984,375 | | | Delayed Draw, 9.293% (3-Month USD Libor+625 basis points), 4/22/20272,3,4 | | | 2,910,675 | |
| 187,500 | | | Revolver, 9.891% (3-Month USD Libor+625 basis points), 4/22/20272,3,4 | | | 182,779 | |
| 3,104,688 | | | Delayed Draw, 9.924% (3-Month USD Libor+625 basis points), 4/22/20272,3,4 | | | 3,026,513 | |
| 6,187,500 | | | First Lien Term Loan, 9.924% (3-Month USD Libor+625 basis points), 4/22/20272,3,4 | | | 6,031,702 | |
| | | | Pele Buyer LLC | | | | |
| 4,561,854 | | | First Lien Term Loan, 7.615% (6-Month USD Libor+450 basis points), 6/18/20242,3,4 | | | 4,515,404 | |
| 173,216 | | | First Lien Term Loan, 7.615% (6-Month USD Libor+450 basis points), 6/18/20242,3,4 | | | 171,453 | |
| 5,206,296 | | | First Lien Term Loan, 7.615% (6-Month USD Libor+450 basis points), 6/18/20242,3,4 | | | 5,153,285 | |
| | | | Polyphase Elevator Holding Company | | | | |
| 18,593,400 | | | Delayed Draw, 1.000%, 1/7/20282,4,5 | | | 18,218,179 | |
| 2,406,600 | | | Delayed Draw, 9.174% (3-Month USD Libor+550 basis points), 1/7/20282,3,4 | | | 2,358,034 | |
| 9,924,812 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 1/7/20282,3,4 | | | 9,575,681 | |
| | | | Potter Electric Signal Company, LLC | | | | |
| 456,895 | | | Revolver, 0.500%, 12/19/20252,4,5 | | | 447,205 | |
| 2,647,890 | | | Delayed Draw, 1.000%, 12/19/20252,4,5,7 | | | 2,591,729 | |
| 180,696 | | | Revolver, 10.000% (Prime Rate+375 basis points), 12/19/20252,3,4,7 | | | 176,864 | |
| 10,660,946 | | | First Lien Term Loan, 10.000% (Prime Rate+375 basis points), 12/19/20252,3,4,7 | | | 10,434,831 | |
| 5,000,000 | | | Pregis TopCo LLC Second Lien Term Loan, 10.806% (3-Month USD Libor+800 basis points), 8/1/20272,3,4 | | | 4,934,109 | |
| 15,441,274 | | | Prime Buyer, LLC First Lien Term Loan, 8.903% (3-Month USD Libor+525 basis points), 12/10/20272,3,4 | | | 15,191,254 | |
| | | | PrimeFlight Aviation Services, Inc. | | | | |
| 24,875,000 | | | First Lien Term Loan, 8.575% (3-Month USD Sofr+550 basis points), 5/9/20242,3,4 | | | 24,497,366 | |
| 6,039,997 | | | First Lien Term Loan, 8.575% (3-Month USD Sofr+550 basis points), 5/9/20242,3,4 | | | 5,845,554 | |
| 9,339,425 | | | Delayed Draw, 9.174% (3-Month USD Libor+550 basis points), 10/15/20252,3,4 | | | 9,134,625 | |
| 13,034,500 | | | Delayed Draw, 9.174% (3-Month USD Libor+550 basis points), 10/15/20252,3,4 | | | 12,748,672 | |
See accompanying Notes to Consolidated Financial Statements.
36
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
| | | | PT Intermediate Holdings III, LLC | | | | |
$ | 2,477,550 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 10/15/20252,3,4 | | $ | 2,423,221 | |
| 21,845,250 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 10/15/20252,3,4,12 | | | 21,366,215 | |
| | | | Radwell International, LLC | | | | |
| 2,921,300 | | | Revolver, 0.500%, 12/11/20262,4,5 | | | 2,844,315 | |
| 7,303,400 | | | Delayed Draw, 1.000%, 12/11/20262,4,5 | | | 7,110,934 | |
| 54,775,300 | | | First Lien Term Loan, 9.403% (3-Month USD Sofr+585 basis points), 4/1/20292,3,4,12 | | | 53,331,813 | |
| | | | RCS Industrials | | | | |
| 285,714 | | | Revolver, 0.500%, 1/31/20252,4,5 | | | 283,827 | |
| 1,357,609 | | | First Lien Term Loan, 6.010% (3-Month USD Libor+500 basis points), 1/31/20252,3,4,7 | | | 1,348,639 | |
| 16,679,717 | | | Retail Services WIS Corporation Delayed Draw, 8.750% (3-Month USD Libor+775 basis points), 5/20/20252,3,4 | | | 16,011,250 | |
| | | | RQM Buyer, Inc. | | | | |
| 4,687,500 | | | Delayed Draw, 1.000%, 8/12/20232,4,5 | | | 4,613,413 | |
| 20,160,156 | | | First Lien Term Loan, 9.315% (3-Month USD Sofr+550 basis points), 8/12/20262,3,4 | | | 19,841,520 | |
| 4,687,500 | | | Delayed Draw, 9.315% (3-Month USD Sofr+550 basis points), 8/12/20262,3,4 | | | 4,656,529 | |
| 7,734,375 | | | First Lien Term Loan, 9.315% (3-Month USD Sofr+550 basis points), 8/12/20262,3,4 | | | 7,612,131 | |
| | | | S4T Holdings Corp. | | | | |
| 4,545,455 | | | Delayed Draw, 1.000%, 12/27/20262,4,5 | | | 4,490,083 | |
| 15,351,515 | | | First Lien Term Loan, 9.155% (3-Month USD Sofr+600 basis points), 12/27/20262,3,4 | | | 15,164,506 | |
| 10,000,000 | | | Safety Products Holdings, LLC First Lien Term Loan, 9.115% (3-Month USD Libor+600 basis points), 12/15/20262,3,4 | | | 9,928,173 | |
| | | | Seko Global Logistics Network, LLC | | | | |
| 32,358 | | | Revolver, 0.500%, 12/30/20262,4,5 | | | 31,604 | |
| 32,358 | | | Revolver, 9.500% (3-Month USD Libor+500 basis points), 12/30/20262,3,4 | | | 31,603 | |
| | | | Seko Worldwide, LLC | | | | |
| EUR 10,569,991 | | | First Lien Term Loan, 6.000% (1-Month EUR Libor+500 basis points), 12/30/20262,3,4,6 | | | 10,117,017 | |
| 10,000,000 | | | First Lien Term Loan, 8.070% (3-Month USD Libor+500 basis points), 12/30/20262,3,4 | | | 9,766,710 | |
| | | | Sonny’s Enterprises, LLC | | | | |
| 640,244 | | | Revolver, 0.500%, 8/5/20252,4,5 | | | 636,014 | |
| 900,915 | | | Delayed Draw, 9.560% (3-Month USD Libor+675 basis points), 8/5/20262,3,4 | | | 894,962 | |
| 5,841,082 | | | First Lien Term Loan, 9.560% (3-Month USD Libor+675 basis points), 8/5/20262,3,4 | | | 5,802,490 | |
| | | | Spartronics LLC | | | | |
| 478,297 | | | Revolver, 0.500%, 12/31/20252,4,5 | | | 475,136 | |
| 3,529,054 | | | Revolver, 7.557% (3-Month USD Libor+475 basis points), 12/31/20252,3,4 | | | 3,505,737 | |
See accompanying Notes to Consolidated Financial Statements.
37
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
$ | 12,639,948 | | | First Lien Term Loan, 7.814% (3-Month USD Libor+475 basis points), 12/31/20252,3,4 | | $ | 12,556,435 | |
| 9,950,000 | | | Standard Elevator Systems First Lien Term Loan, 9.487% (3-Month USD Libor+575 basis points), 12/2/20272,3,4 | | | 9,619,879 | |
| 3,796,508 | | | Stats Intermediate Holdings, LLC First Lien Term Loan, 8.192% (3-Month USD Libor+525 basis points), 7/10/20262,3 | | | 3,590,851 | |
| | | | System Planning and Analysis, Inc. | | | | |
| 2,195,341 | | | Revolver, 0.500%, 8/16/20272,4,5 | | | 2,149,232 | |
| 15,228,136 | | | First Lien Term Loan, 8.728% (3-Month USD Sofr+600 basis points), 8/16/20272,3,4 | | | 14,908,302 | |
| 3,643,011 | | | Delayed Draw, 1.000%, 10/29/20272,4,5 | | | 3,593,653 | |
| | | | Tank Holding Corp. | | | | |
| 1,780,415 | | | Revolver, 0.500%, 3/31/20282,4,5 | | | 1,737,816 | |
| 48,219,585 | | | First Lien Term Loan, 8.884% (1-Month USD Sofr+585 basis points), 3/31/20282,3,4,12 | | | 47,065,839 | |
| 15,000,000 | | | First Lien Term Loan, 8.884% (1-Month USD Sofr+585 basis points), 3/31/20282,3,4,12 | | | 14,641,096 | |
| 9,874,214 | | | Texas Hydraulics First Lien Term Loan, 10.370% (1-Month USD Libor+725 basis points), 12/22/20262,3,4 | | | 9,704,566 | |
| GBP 13,639,922 | | | The Citation Group Delayed Draw, 5.944% (3-Month GBP Libor+550 basis points), 3/9/20292,3,4,6 | | | 15,129,301 | |
| | | | The Vertex Companies, Inc. | | | | |
| 1,043,478 | | | Revolver, 0.500%, 8/31/20262,4,5 | | | 941,654 | |
| 260,870 | | | Revolver, 8.256% (1-Month USD Libor+550 basis points), 8/31/20262,3,4 | | | 235,414 | |
| 820,565 | | | Delayed Draw, 1.000%, 8/31/20272,4,5 | | | 740,493 | |
| 3,092,478 | | | Delayed Draw, 8.185% (1-Month USD Libor+550 basis points), 8/31/20272,3,4 | | | 2,790,710 | |
| 9,709,239 | | | First Lien Term Loan, 8.615% (1-Month USD Libor+550 basis points), 8/31/20272,3,4 | | | 8,761,798 | |
| | | | Time Manufacturing Acquisition, LLC | | | | |
| 1,260,274 | | | Revolver, 0.500%, 2/3/20232,4,5 | | | 1,218,886 | |
| EUR 11,710,165 | | | First Lien Term Loan, 7.250% (3-Month EUR Libor+650 basis points), 12/1/20272,3,4,6 | | | 11,099,174 | |
| 18,181,963 | | | First Lien Term Loan, 7.304% (3-Month USD Libor+650 basis points), 12/1/20272,3,4 | | | 17,584,857 | |
| 1,753,425 | | | Revolver, 9.543% (3-Month USD Libor+650 basis points), 12/1/20272,3,4 | | | 1,695,841 | |
| 24,875,000 | | | Tinicum Voltage Acquisition Corp. First Lien Term Loan, 7.865% (3-Month USD Libor+450 basis points), 11/22/20242,3,4 | | | 24,280,591 | |
| | | | Titan Group Holdco, LLC | | | | |
| 1,950,000 | | | Revolver, 0.500%, 8/12/20272,4,5 | | | 1,915,522 | |
| 321,317 | | | Delayed Draw, 1.000%, 8/12/20272,4,5 | | | 315,636 | |
| 3,750,000 | | | Delayed Draw, 1.000%, 8/12/20272,4,5 | | | 3,683,697 | |
| 2,500,000 | | | Delayed Draw, 7.510% (3-Month USD Libor+450 basis points), 8/12/20272,3,4 | | | 2,455,798 | |
See accompanying Notes to Consolidated Financial Statements.
38
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
$ | 2,178,683 | | | Delayed Draw, 7.510% (3-Month USD Libor+450 basis points), 8/12/20272,3,4 | | $ | 2,140,162 | |
| 550,000 | | | Revolver, 7.983% (3-Month USD Libor+450 basis points), 8/12/20272,3,4 | | | 540,276 | |
| 8,684,375 | | | First Lien Term Loan, 8.424% (3-Month USD Libor+450 basis points), 8/12/20272,3,4 | | | 8,530,828 | |
| | | | TMC Buyer, Inc. | | | | |
| 253,834 | | | Delayed Draw, 1.000%, 6/30/20282,4,5 | | | 220,835 | |
| 3,680,589 | | | First Lien Term Loan, 8.055% (3-Month USD Sofr+600 basis points), 6/30/20282,3,4 | | | 3,202,112 | |
| | | | Transtar Holding Company | | | | |
| 1,448,276 | | | Delayed Draw, 0.500%, 1/22/20272,4,5 | | | 1,414,850 | |
| 10,295,131 | | | First Lien Term Loan, 10.070% (1-Month USD Libor+700 basis points), 1/22/20272,3,4 | | | 10,057,521 | |
| | | | Trident Maritime Systems, Inc. | | | | |
| 222,222 | | | Revolver, 0.500%, 2/26/20272,4,5 | | | 220,182 | |
| 777,778 | | | Revolver, 1.000%, 2/26/20272,4,5 | | | 770,636 | |
| 666,667 | | | Revolver, 8.052% (1-Month USD Libor+550 basis points), 2/26/20272,3,4 | | | 660,545 | |
| 3,053,333 | | | First Lien Term Loan, 8.615% (1-Month USD Libor+550 basis points), 2/26/20272,3,4 | | | 3,025,297 | |
| 13,420,000 | | | First Lien Term Loan, 8.674% (1-Month USD Libor+550 basis points), 2/26/20272,3,4 | | | 13,296,773 | |
| | | | USRP Holdings, Inc. | | | | |
| 645,161 | | | Revolver, 0.500%, 7/3/20272,4,5 | | | 628,288 | |
| 6,892,844 | | | Delayed Draw, 1.000%, 7/3/20272,4,5 | | | 6,746,649 | |
| 16,441,823 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 7/3/20272,3,4 | | | 16,093,098 | |
| 3,145,613 | | | Revolver, 0.500%, 7/23/20272,4,5 | | | 3,063,345 | |
| 4,950,884 | | | First Lien Term Loan, 7.750% (3-Month USD Libor+550 basis points), 7/23/20272,3,4 | | | 4,845,878 | |
| EUR 1,300,000 | | | Utac Ceram First Lien Term Loan, 6.443% (3-Month EUR Libor+525 basis points), 9/29/20272,3,4,6 | | | 1,241,931 | |
| 19,073,917 | | | Valcourt Holdings II, LLC First Lien Term Loan, 8.953% (3-Month USD Libor+540 basis points), 1/7/20272,3,4 | | | 18,879,703 | |
| | | | VRC Companies, LLC | | | | |
| 531,250 | | | Revolver, 0.500%, 6/29/20272,4,5 | | | 523,195 | |
| 4,482,799 | | | Delayed Draw, 1.000%, 6/29/20272,4,5 | | | 4,414,826 | |
| 3,118,113 | | | Delayed Draw, 8.377% (3-Month USD Libor+550 basis points), 6/29/20272,3,4 | | | 3,070,834 | |
| 18,562,500 | | | First Lien Term Loan, 8.377% (3-Month USD Libor+550 basis points), 6/29/20272,3,4 | | | 18,281,038 | |
| 4,323,632 | | | First Lien Term Loan, 8.523% (3-Month USD Libor+550 basis points), 6/29/20272,3,4 | | | 4,258,073 | |
| 743,570 | | | Delayed Draw, 8.956% (3-Month USD Libor+550 basis points), 6/29/20272,3,4 | | | 732,295 | |
| 93,750 | | | Revolver, 10.750% (Prime Rate+450 basis points), 6/29/20272,3,4 | | | 92,328 | |
| | | | VSG Acquisition Corp. | | | | |
| 735,000 | | | Revolver, 0.500%, 4/11/20282,4,5 | | | 715,121 | |
See accompanying Notes to Consolidated Financial Statements.
39
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | INDUSTRIALS (Continued) | | | | |
$ | 8,003,333 | | | Delayed Draw, 1.000%, 4/11/20282,4,5 | | $ | 7,786,875 | |
| 163,333 | | | Delayed Draw, 9.315% (3-Month USD Sofr+550 basis points), 4/11/20282,3,4,7 | | | 158,916 | |
| 1,598,333 | | | Revolver, 9.315% (3-Month USD Sofr+550 basis points), 4/11/20282,3,4,7 | | | 1,555,105 | |
| 17,500,000 | | | First Lien Term Loan, 9.315% (3-Month USD Sofr+550 basis points), 4/11/20282,3,4,7 | | | 17,026,694 | |
| 32,000,000 | | | VSTG Intermediate Holdings, Inc. First Lien Term Loan, 7.676% (3-Month USD Sofr+525 basis points), 7/13/20292,3,4 | | | 31,085,623 | |
| 1,391,310 | | | Wildcat Buyerco, Inc. Delayed Draw, 8.593% (3-Month USD Sofr+575 basis points), 2/27/20262,3,4,7 | | | 1,382,117 | |
| | | | | | | 1,965,679,105 | |
| | | | MATERIALS — 4.6% | | | | |
| 1,322,110 | | | ADG Acquisiton, LLC Delayed Draw, 8.358% (3-Month USD Libor+588 basis points), 12/14/20232,3,4 | | | 1,313,098 | |
| | | | Alpine Acquisition Corp. | | | | |
| 21,946,649 | | | First Lien Term Loan, 7.885% (3-Month USD Sofr+575 basis points), 11/30/20262,3,4 | | | 20,956,020 | |
| 2,500,000 | | | First Lien Term Loan, 8.812% (3-Month USD Sofr+575 basis points), 11/30/20262,3,4 | | | 2,387,155 | |
| 71,380 | | | Revolver, 0.500%, 3/1/20292,4,5 | | | 68,158 | |
| 29,078,514 | | | First Lien Term Loan, 8.193% (3-Month USD Sofr+575 basis points), 3/1/20292,3,4 | | | 27,765,966 | |
| 404,488 | | | Revolver, 10.500% (3-Month USD Sofr+575 basis points), 3/1/20292,3,4 | | | 386,230 | |
| 74,806,201 | | | ASP Unifrax Holdings, Inc. First Lien Term Loan, 7.424% (3-Month USD Libor+375 basis points), 12/14/20252,3,4 | | | 69,301,067 | |
| | | | Berlin Packaging LLC | | | | |
| 2,828,099 | | | Second Lien Term Loan, 1.000%, 11/7/20262,4,5 | | | 2,685,718 | |
| EUR 13,068,750 | | | Second Lien Term Loan, 8.443% (3-Month EUR Libor+700 basis points), 11/7/20262,3,4,6 | | | 12,162,681 | |
| 2,271,901 | | | Second Lien Term Loan, 10.391% (3-Month USD Libor+675 basis points), 11/7/20262,3,4 | | | 2,157,521 | |
| | | | Consolidated Label Co. | | | | |
| 1,339,286 | | | Revolver, 0.500%, 7/15/20262,4,5 | | | 1,322,301 | |
| 578,516 | | | Revolver, 0.500%, 7/15/20262,4,5 | | | 571,180 | |
| 11,671,423 | | | First Lien Term Loan, 7.818% (3-Month USD Libor+500 basis points), 7/15/20262,3,4 | | | 11,523,409 | |
| 4,950,000 | | | Incremental Term Loan, 8.115% (3-Month USD Libor+500 basis points), 7/15/20262,3,4 | | | 4,887,226 | |
| 2,184,739 | | | Cyxtera Equipment Leases First Lien Term Loan, 11.378% (3-Month USD Libor+825 basis points), 1/1/20242,3,4 | | | 2,153,246 | |
| 5,704,776 | | | ENS Holdings III Corp. First Lien Term Loan, 8.424% (3-Month USD Libor+475 basis points), 12/31/20252,3,4,7 | | | 5,606,152 | |
| 7,460,886 | | | HPS Materials First Lien Term Loan, 9.358% (3-Month USD Libor+588 basis points), 12/14/20232,3,4,7 | | | 7,410,034 | |
See accompanying Notes to Consolidated Financial Statements.
40
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | MATERIALS (Continued) | | | | |
| | | | Indigo Buyer, Inc. | | | | |
$ | 1,666,667 | | | Revolver, 0.500%, 5/23/20282,4,5 | | $ | 1,625,314 | |
| 5,000,000 | | | Delayed Draw, 1.000%, 5/23/20282,4,5,7 | | | 4,925,698 | |
| 333,333 | | | Revolver, 8.632% (3-Month USD Sofr+585 basis points), 5/23/20282,3,4,7 | | | 325,063 | |
| 13,000,000 | | | First Lien Term Loan, 8.632% (3-Month USD Sofr+585 basis points), 5/23/20282,3,4,7 | | | 12,677,452 | |
| | | | Nelipak Holding Company | | | | |
| 20,922,821 | | | First Lien Term Loan, 7.365% (3-Month USD Libor+425 basis points), 7/2/20262,3,4 | | | 20,590,222 | |
| 4,077,179 | | | First Lien Term Loan, 7.365% (3-Month USD Libor+425 basis points), 7/2/20262,3,4 | | | 4,012,366 | |
| | | | New ILC Dover, Inc. | | | | |
| 1,138,534 | | | Revolver, 0.500%, 2/2/20262,4,5 | | | 1,114,386 | |
| 3,601,785 | | | Delayed Draw, 1.000%, 2/2/20262,4,5 | | | 3,525,392 | |
| 3,961,015 | | | Delayed Draw, 8.674% (3-Month USD Libor+500 basis points), 2/2/20262,3,4,7 | | | 3,877,004 | |
| 75,902 | | | Revolver, 9.500% (Prime Rate+400 basis points), 2/2/20262,3,4 | | | 74,292 | |
| 50,602 | | | Revolver, 10.250% (Prime Rate+400 basis points), 2/2/20262,3,4,7 | | | 49,529 | |
| 3,500,000 | | | North Haven Goldfinc First Lien Term Loan, 11.750% (3-Month USD Libor+1,075 basis points), 12/23/20242,3,4 | | | 3,344,014 | |
| | | | Oliver Packaging, LLC | | | | |
| 1,269,841 | | | Revolver, 0.500%, 7/6/20282,4,5 | | | 1,248,500 | |
| 8,730,159 | | | First Lien Term Loan, 7.260% (3-Month USD Sofr+500 basis points), 7/6/20282,3,4 | | | 8,583,440 | |
| | | | Olympic Buyer, Inc. | | | | |
| 2,352,941 | | | Revolver, 0.500%, 6/30/20282,4,5 | | | 2,283,344 | |
| 8,977,285 | | | First Lien Term Loan, 6.774% (3-Month USD Libor+425 basis points), 6/30/20282,3,4 | | | 8,711,750 | |
| 17,391,188 | | | First Lien Term Loan, 7.365% (1-Month USD Libor+425 basis points), 6/30/20282,3,4 | | | 16,876,781 | |
| EUR 12,701,000 | | | Optimum Group First Lien Term Loan, 6.843% (3-Month EUR Libor+565 basis points), 6/16/20282,3,4,6 | | | 12,488,489 | |
| 20,000,000 | | | Oscar AcquisitionCo, LLC First Lien Term Loan, 8.153% (3-Month USD Sofr+450 basis points), 4/29/20292,3 | | | 18,425,000 | |
| 13,929,825 | | | Pearlman Enterprises First Lien Term Loan, 7.384% (3-Month USD Libor+425 basis points), 5/5/20272,3,4,7 | | | 13,634,378 | |
| | | | Rohrer Corporation | | | | |
| 9,337,745 | | | First Lien Term Loan, 7.564% (3-Month USD Libor+500 basis points), 3/15/20272,3,4,7 | | | 9,139,695 | |
| 2,630,511 | | | First Lien Term Loan, 7.961% (3-Month USD Libor+500 basis points), 3/15/20272,3,4,7 | | | 2,548,712 | |
| 2,500,000 | | | Tangent Technologies Acquisition, LLC Second Lien Term Loan, 9.993% (3-Month USD Sofr+875 basis points), 5/30/20282,3,4 | | | 2,442,513 | |
See accompanying Notes to Consolidated Financial Statements.
41
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | MATERIALS (Continued) | | | | |
| | | | Technimark Holdings, LLC | | | | |
$ | 2,250,000 | | | Second Lien Term Loan, 9.865% (1-Month USD Libor+675 basis points), 7/9/20292,3,4 | | $ | 2,157,370 | |
| 12,750,000 | | | Second Lien Term Loan, 9.865% (3-Month USD Libor+675 basis points), 7/9/20292,3,4 | | | 12,225,097 | |
| | | | Tilley Chemical Co., Inc. | | | | |
| 711,868 | | | Revolver, 0.500%, 12/31/20262,4,5 | | | 697,809 | |
| 457,629 | | | Revolver, 0.500%, 12/31/20262,4,5 | | | 448,591 | |
| 542,371 | | | Revolver, 7.000% (3-Month USD Libor+600 basis points), 12/31/20262,3,4 | | | 531,659 | |
| 843,688 | | | Revolver, 8.784% (3-Month USD Libor+550 basis points), 12/31/20262,3,4 | | | 827,025 | |
| 19,063,124 | | | First Lien Term Loan, 8.784% (3-Month USD Libor+550 basis points), 12/31/20262,3,4 | | | 18,686,640 | |
| 1,556,439 | | | First Lien Term Loan, 9.203% (3-Month USD Libor+550 basis points), 12/31/20262,3,4 | | | 1,525,701 | |
| 5,333,333 | | | Delayed Draw, 9.303% (3-Month USD Libor+550 basis points), 12/31/20262,3,4 | | | 5,228,003 | |
| 24,875,000 | | | USALCO, LLC First Lien Term Loan, 9.674% (3-Month USD Libor+600 basis points), 10/19/20272,3,4 | | | 24,702,601 | |
| | | | V Global Holdings LLC | | | | |
| 11,817,844 | | | Revolver, 0.500%, 12/22/20252,4,5 | | | 11,506,579 | |
| 1,915,430 | | | Revolver, 8.504% (3-Month USD Sofr+585 basis points), 12/22/20252,3,4,7 | | | 1,864,981 | |
| 24,526,533 | | | First Lien Term Loan, 8.987% (3-Month USD Sofr+600 basis points), 12/22/20272,3,4,7 | | | 23,880,540 | |
| | | | | | | 429,463,092 | |
| | | | REAL ESTATE — 1.1% | | | | |
| | | | Associations, Inc. | | | | |
| 23,525,000 | | | Revolver, 1.000%, 7/2/20272,4,5 | | | 23,257,337 | |
| 21,200,323 | | | First Lien Term Loan, 7.859% PIK (3-Month USD Sofr+676 basis points), 7/2/20272,3,4,10 | | | 20,959,110 | |
| 3,957,887 | | | Delayed Draw, 9.038% PIK (3-Month USD Sofr+676 basis points), 7/2/20272,3,4,10 | | | 3,912,854 | |
| 1,475,000 | | | Delayed Draw, 9.090% PIK (3-Month USD Sofr+676 basis points), 7/2/20272,3,4,10 | | | 1,458,218 | |
| | | | CRS TH Holdings Corp | | | | |
| 4,237,288 | | | Revolver, 0.500%, 12/1/20272,4,5 | | | 4,101,787 | |
| 6,355,932 | | | Delayed Draw, 7.532% (3-Month USD Libor+475 basis points), 12/1/20272,3,4 | | | 6,152,681 | |
| 14,334,746 | | | First Lien Term Loan, 7.865% (3-Month USD Libor+475 basis points), 12/1/20272,3,4 | | | 13,876,347 | |
| 3,659,575 | | | Eagleview Technology Second Lien Term Loan, 11.174% (3-Month USD Libor+750 basis points), 8/14/20262,3 | | | 3,429,532 | |
| | | | MRI Software LLC | | | | |
| 2,159,885 | | | Revolver, 0.500%, 2/10/20262,4,5,7 | | | 2,114,075 | |
| 11,885,000 | | | Delayed Draw, 1.000%, 2/10/20262,4,5 | | | 11,701,406 | |
| 5,558,131 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 2/10/20262,3,4,7 | | | 5,440,245 | |
See accompanying Notes to Consolidated Financial Statements.
42
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | REAL ESTATE (Continued) | | | | |
$ | 2,984,739 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 2/10/20262,3,4 | | $ | 2,950,278 | |
| 5,615,000 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 2/10/20262,3,4 | | | 5,528,262 | |
| | | | | | | 104,882,132 | |
| | | | TECHNOLOGY — 25.9% | | | | |
| | | | 1WorldSync, Inc. | | | | |
| 143,901 | | | Delayed Draw, 7.441% (3-Month USD Libor+575 basis points), 7/8/20252,3,4 | | | 142,436 | |
| 5,735,508 | | | First Lien Term Loan, 8.226% (3-Month USD Libor+575 basis points), 7/8/20252,3,4 | | | 5,677,108 | |
| 4,949,158 | | | First Lien Term Loan, 8.226% (3-Month USD Libor+575 basis points), 7/8/20252,3,4 | | | 4,898,764 | |
| | | | Abracon Group Holdings, LLC | | | | |
| 865,385 | | | Revolver, 0.500%, 7/6/20282,4,5 | | | 848,676 | |
| 1,730,769 | | | Revolver, 0.500%, 7/6/20282,4,5 | | | 1,686,365 | |
| 4,326,923 | | | Delayed Draw, 1.000%, 7/6/20282,4,5 | | | 4,258,932 | |
| 2,163,462 | | | Delayed Draw, 1.000%, 7/6/20282,4,5 | | | 2,143,340 | |
| 11,971,154 | | | First Lien Term Loan, 9.512% (3-Month USD Sofr+575 basis points), 7/6/20282,3,4 | | | 11,740,018 | |
| 23,942,308 | | | First Lien Term Loan, 9.512% (3-Month USD Sofr+575 basis points), 7/6/20282,3,4 | | | 23,328,046 | |
| | | | Acquia, Inc. | | | | |
| 179,339 | | | Revolver, 0.500%, 10/31/20252,4,5 | | | 177,513 | |
| 123,599 | | | Revolver, 9.076% (3-Month USD Libor+700 basis points), 10/31/20252,3,4 | | | 122,340 | |
| 2,031,627 | | | First Lien Term Loan, 10.741% (1-Month USD Libor+700 basis points), 10/31/20252,3,4 | | | 2,010,941 | |
| | | | ACS | | | | |
| 3,890,051 | | | First Lien Term Loan, 7.365% (3-Month USD Libor+425 basis points), 10/9/20262,3 | | | 3,698,369 | |
| 6,876,457 | | | Second Lien Term Loan, 11.365% (3-Month USD Libor+825 basis points), 10/9/20272,3,4 | | | 6,728,088 | |
| | | | Affinipay Midco, LLC | | | | |
| 2,209,945 | | | Revolver, 0.500%, 6/9/20282,4,5 | | | 2,162,712 | |
| 4,640,884 | | | Delayed Draw, 1.000%, 6/9/20282,4,5 | | | 4,588,039 | |
| 33,149,171 | | | First Lien Term Loan, 8.815% (3-Month USD Sofr+575 basis points), 6/9/20282,3,4 | | | 32,459,630 | |
| | | | Afiniti, Inc. | | | | |
| 14,691,124 | | | First Lien Term Loan, 11.750% PIK 4.50% (Fixed Rate+725 basis points), 6/13/20242,3,4,10 | | | 14,300,646 | |
| 5,433,517 | | | First Lien Term Loan, 11.750% PIK 4.50% (Fixed Rate+725 basis points), 6/13/20242,3,4,10 | | | 5,290,185 | |
| | | | AG-Twin Brook Technology | | | | |
| 9,925,000 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+525 basis points), 10/29/20262,3,4 | | | 9,811,741 | |
| 14,925,000 | | | First Lien Term Loan, 8.306% (3-Month USD Libor+550 basis points), 10/5/20272,3,4 | | | 14,747,774 | |
| 55,000,000 | | | AIDC Intermediate Co2, LLC First Lien Term Loan, 8.906% (3-Month USD Sofr+640 basis points), 7/22/20272,3,4 | | | 54,140,747 | |
See accompanying Notes to Consolidated Financial Statements.
43
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| | | | Alert Media, Inc. | | | | |
$ | 3,000,000 | | | Delayed Draw, 1.000%, 6/20/20232,4,5,7 | | $ | 2,977,597 | |
| 3,000,000 | | | First Lien Term Loan, 7.743% (3-Month USD Sofr+500 basis points), 4/12/20272,3,4,7 | | | 2,955,096 | |
| 25,000,000 | | | Anaplan, Inc. First Lien Term Loan, 9.534% (3-Month USD Sofr+650 basis points), 6/21/20292,3,4,12 | | | 24,817,978 | |
| | | | Appfire Technologies, LLC | | | | |
| 900,900 | | | Revolver, 0.500%, 3/9/20272,4,5 | | | 883,748 | |
| 4,995,257 | | | Delayed Draw, 1.000%, 3/9/20272,4,5 | | | 4,900,155 | |
| 11,020,000 | | | Delayed Draw, 1.000%, 3/9/20272,4,5 | | | 10,892,507 | |
| 12,945,630 | | | First Lien Term Loan, 7.705% (3-Month USD Sofr+550 basis points), 3/9/20272,3,4 | | | 12,699,165 | |
| 79,100 | | | Revolver, 8.634% (3-Month USD Sofr+550 basis points), 3/9/20272,3,4 | | | 77,594 | |
| | | | Applied Technical Services | | | | |
| 727,273 | | | Revolver, 0.500%, 12/29/20262,4,5 | | | 722,468 | |
| 2,909,091 | | | Delayed Draw, 1.000%, 12/29/20262,4,5 | | | 2,889,870 | |
| 181,818 | | | Revolver, 9.379% (3-Month USD Libor+575 basis points), 12/29/20262,3,4 | | | 180,617 | |
| 2,252,386 | | | Delayed Draw, 9.424% (3-Month USD Libor+575 basis points), 12/29/20262,3,4 | | | 2,237,505 | |
| 6,715,909 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 12/29/20262,3,4 | | | 6,671,537 | |
| 2,681,818 | | | Delayed Draw, 9.424% (3-Month USD Libor+575 basis points), 12/29/20262,3,4 | | | 2,664,099 | |
| 500,000 | | | Delayed Draw, 9.424% (3-Month USD Libor+575 basis points), 12/29/20262,3,4 | | | 496,696 | |
| | | | Apptio, Inc. | | | | |
| 557,223 | | | Revolver, 0.500%, 1/10/20252,4,5 | | | 544,585 | |
| 371,482 | | | Revolver, 8.455% (3-Month USD Libor+725 basis points), 1/10/20252,3,4 | | | 363,057 | |
| 8,232,848 | | | First Lien Term Loan, 8.455% (3-Month USD Libor+725 basis points), 1/10/20252,3,4 | | | 8,046,128 | |
| 5,259,615 | | | AQA Acquisition Holding, Inc. Second Lien Term Loan, 10.570% (3-Month USD Libor+750 basis points), 3/3/20292,3,4 | | | 5,162,956 | |
| 14,812,500 | | | Arcstor Midco LLC First Lien Term Loan, 10.674% (3-Month USD Libor+700 basis points), 3/16/20272,3,4 | | | 14,485,440 | |
| | | | ASG II, LLC | | | | |
| 4,608,696 | | | Delayed Draw, 1.000%, 5/25/20282,4,5 | | | 4,536,057 | |
| 30,724,638 | | | First Lien Term Loan, 9.370% (3-Month USD Sofr+625 basis points), 5/25/20282,3,4 | | | 29,934,920 | |
| 8,004,594 | | | ATP Intermediate, Inc. First Lien Term Loan, 9.976% (3-Month USD Libor+773 basis points), 6/16/20252,3,4 | | | 7,846,166 | |
| 2,399,923 | | | AVI-SPL First Lien Term Loan, 9.049% (3-Month USD Libor+538 basis points), 3/10/20272,3,4 | | | 2,384,067 | |
| | | | Benefit Street Technology | | | | |
| 2,666,666 | | | Revolver, 0.500%, 10/1/20262,4,5 | | | 2,619,518 | |
See accompanying Notes to Consolidated Financial Statements.
44
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
$ | 24,875,000 | | | First Lien Term Loan, 9.248% (3-Month USD Sofr+550 basis points), 10/1/20272,3,4 | | $ | 24,435,190 | |
| 19,550,861 | | | Delayed Draw, 1.000%, 5/2/20282,4,5 | | | 19,166,841 | |
| 156,406,889 | | | First Lien Term Loan, 9.358% (3-Month USD Libor+625 basis points), 5/2/20282,3,4 | | | 153,334,727 | |
| | | | Beta Plus Technologies, Inc. | | | | |
| 6,700,000 | | | Revolver, 0.500%, 7/1/20272,4,5 | | | 6,549,462 | |
| 50,000,000 | | | First Lien Term Loan, 7.558% (3-Month USD Sofr+525 basis points), 7/1/20292,3,4 | | | 49,001,588 | |
| | | | BetterCloud, Inc. | | | | |
| 6,313,721 | | | Revolver, 0.500% PIK, 6/30/20282,4,5,10 | | | 6,186,423 | |
| 40,826,435 | | | First Lien Term Loan, 9.455% PIK (3-Month USD Sofr+700 basis points), 6/30/20282,3,4,10 | | | 40,003,288 | |
| | | | Bigtime Software, Inc. | | | | |
| 2,327,586 | | | Revolver, 0.500%, 8/31/20282,4,5 | | | 2,268,874 | |
| 15,517,241 | | | First Lien Term Loan, 9.075% (3-Month USD Sofr+650 basis points), 8/31/20282,3,4 | | | 15,125,826 | |
| 3,370,787 | | | Black Mountain Second Lien Term Loan, 10.820% (3-Month USD Libor+775 basis points), 9/26/20272,3,4 | | | 3,251,558 | |
| | | | Bounteous, Inc. | | | | |
| 888,000 | | | Revolver, 0.500%, 8/2/20272,4,5 | | | 871,856 | |
| 4,300,000 | | | Delayed Draw, 1.000%, 8/2/20272,4,5 | | | 4,221,823 | |
| 4,468,950 | | | Delayed Draw, 8.924% (3-Month USD Libor+500 basis points), 8/2/20272,3,4 | | | 4,387,701 | |
| 8,634,750 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+500 basis points), 8/2/20272,3,4 | | | 8,477,764 | |
| 2,139,250 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+500 basis points), 8/2/20272,3,4 | | | 2,100,357 | |
| 912,000 | | | Revolver, 8.998% (3-Month USD Libor+500 basis points), 8/2/20272,3,4 | | | 895,419 | |
| | | | BusinesSolver.com, Inc. | | | | |
| 1,378,788 | | | Delayed Draw, 1.000%, 12/1/20272,4,5 | | | 1,331,526 | |
| 5,108,409 | | | First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 12/1/20272,3,4 | | | 4,911,853 | |
| 7,000,000 | | | CAI Software First Lien Term Loan, 9.924% (3-Month USD Libor+625 basis points), 12/13/20282,3,4 | | | 6,836,697 | |
| | | | Captify Intermediate Holdings Corp. | | | | |
| 8,662,500 | | | First Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 7/12/20262,3,4 | | | 8,494,995 | |
| 2,487,500 | | | Delayed Draw, 10.994% (3-Month USD Libor+800 basis points), 7/12/20262,3,4 | | | 2,439,400 | |
| | | | CEB Acquisitionco, LLC | | | | |
| 2,500,000 | | | First Lien Term Loan, 8.560% (3-Month USD Libor+575 basis points), 12/21/20272,3,4 | | | 2,458,448 | |
| 2,487,500 | | | First Lien Term Loan, 9.556% (3-Month USD Libor+375 basis points), 12/21/20272,3,4 | | | 2,471,065 | |
| 806,452 | | | Charger Intermediateco, Inc. Delayed Draw, 8.615% (3-Month USD Libor+550 basis points), 2/28/20242,3,4 | | | 792,863 | |
| 1,898,941 | | | Clarus First Lien Term Loan, 8.751% (3-Month USD Libor+650 basis points), 7/1/20252,3,4 | | | 1,794,170 | |
See accompanying Notes to Consolidated Financial Statements.
45
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| | | | Cleo Communications Holding, LLC | | | | |
$ | 2,140,000 | | | Revolver, 0.500%, 6/11/20282,4,5 | | $ | 2,078,627 | |
| 12,860,000 | | | First Lien Term Loan, 9.694% (3-Month USD Libor+675 basis points), 6/11/20282,3,4 | | | 12,491,191 | |
| 10,000,000 | | | Conservice Midco, LLC Second Lien Term Loan, 9.416% (3-Month USD Libor+775 basis points), 5/13/20282,3,4 | | | 9,850,524 | |
| 4,706,170 | | | Corel Corporation First Lien Term Loan, 8.070% (3-Month USD Libor+500 basis points), 7/2/20262,3 | | | 4,514,269 | |
| | | | DataLink, LLC | | | | |
| 310,484 | | | Revolver, 0.500%, 11/20/20262,4,5 | | | 291,801 | |
| 225,806 | | | Revolver, 10.424% (3-Month USD Libor+675 basis points), 11/20/20262,3,4 | | | 212,219 | |
| 6,255,897 | | | First Lien Term Loan, 10.424% (3-Month USD Libor+675 basis points), 11/20/20262,3,4 | | | 5,879,461 | |
| 45,000,000 | | | David Phelps / Merlin Bridge Loan First Lien Term Loan, 10.115% (1-Month USD Libor+700 basis points), 12/31/20222,3,4,7 | | | 44,469,551 | |
| 12,500,000 | | | DCert Buyer, Inc. Second Lien Term Loan, 9.903% (1-Month USD Libor+700 basis points), 2/24/20292,3,4 | | | 11,642,924 | |
| 25,000,000 | | | Diamondback Acquisition, Inc. First Lien Term Loan, 8.615% (1-Month USD Libor+550 basis points), 9/13/20282,3,4 | | | 24,458,087 | |
| | | | Diligent Corporation | | | | |
| 5,925,000 | | | First Lien Term Loan, 8.627% (3-Month USD Libor+575 basis points), 8/4/20252,3,4 | | | 5,885,853 | |
| 4,345,000 | | | First Lien Term Loan, 8.627% (3-Month USD Libor+575 basis points), 8/4/20252,3,4 | | | 4,316,292 | |
| 710,400 | | | Delayed Draw, 1.000%, 8/24/20252,4,5 | | | 705,706 | |
| 884,784 | | | Delayed Draw, 8.627% (3-Month USD Libor+575 basis points), 8/24/20252,3,4 | | | 878,938 | |
| EUR 6,500,000 | | | Dragon Bidco First Lien Term Loan, 6.750% (6-Month EUR Libor+675 basis points), 4/27/20282,3,4,6 | | | 6,169,765 | |
| | | | Emburse, Inc. | | | | |
| 604,839 | | | Revolver, 0.500%, 2/28/20242,4,5 | | | 594,647 | |
| 1,209,677 | | | Delayed Draw, 1.000%, 2/28/20242,4,5 | | | 1,189,294 | |
| 2,016,129 | | | First Lien Term Loan, 8.615% (3-Month USD Libor+550 basis points), 2/28/20242,3,4 | | | 1,982,156 | |
| 2,419,355 | | | Delayed Draw, 8.615% (3-Month USD Libor+550 basis points), 2/28/20242,3,4 | | | 2,378,587 | |
| 201,613 | | | Revolver, 8.615% (3-Month USD Libor+550 basis points), 2/28/20242,3,4 | | | 198,216 | |
| 17,741,935 | | | First Lien Term Loan, 8.615% (3-Month USD Libor+550 basis points), 2/28/20242,3,4 | | | 17,442,975 | |
| GBP 10,996,000 | | | ERG Bidco, Ltd. First Lien Term Loan, 7.691% (3-Month GBP Libor+675 basis points), 6/25/20282,3,4,6 | | | 11,882,726 | |
See accompanying Notes to Consolidated Financial Statements.
46
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| | | | ESG Investments, Inc | | | | |
$ | 2,142,857 | | | Revolver, 0.500%, 9/11/20272,4,5 | | $ | 2,046,052 | |
| 8,035,714 | | | Delayed Draw, 1.000%, 3/11/20282,4,5 | | | 7,672,695 | |
| 15,496,875 | | | First Lien Term Loan, 8.203% (3-Month USD Sofr+450 basis points), 3/11/20282,3,4 | | | 14,796,792 | |
| | | | Frontline Technologies Group LLC | | | | |
| 6,226,612 | | | Delayed Draw, 11.000% (3-Month USD Libor+475 basis points), 9/18/20232,3,4 | | | 6,154,720 | |
| 32,277,829 | | | First Lien Term Loan, 11.000% (3-Month USD Libor+475 basis points), 9/18/20232,3,4 | | | 31,905,151 | |
| 26,237,030 | | | First Lien Term Loan, 11.000% (3-Month USD Libor+475 basis points), 9/18/20232,3,4 | | | 25,934,099 | |
| 10,741,183 | | | First Lien Term Loan, 11.000% (3-Month USD Libor+475 basis points), 9/18/20232,3,4 | | | 10,617,166 | |
| | | | FSS Buyer LLC | | | | |
| 920,223 | | | Revolver, 0.500%, 8/31/20272,4,5 | | | 903,492 | |
| 690,167 | | | Revolver, 6.500% (3-Month USD Libor+575 basis points), 8/31/20272,3,4 | | | 677,619 | |
| 18,389,610 | | | First Lien Term Loan, 8.865% (3-Month USD Libor+575 basis points), 8/31/20282,3,4 | | | 18,055,274 | |
| | | | Gainsight, Inc. | | | | |
| 2,625,000 | | | Revolver, 0.500% PIK, 7/30/20272,4,5,10 | | | 2,547,385 | |
| 21,515,836 | | | First Lien Term Loan, 9.556% PIK (3-Month USD Libor+625 basis points), 7/30/20272,3,4,10,12 | | | 20,879,664 | |
| SEK 11,250,000 | | | Goldcup 25952 AB First Lien Term Loan, 8.243% (3-Month SEK Stibor+625 basis points), 8/18/20272,3,4,6 | | | 1,006,944 | |
| | | | GovBrands Intermediate, Inc. | | | | |
| 662,278 | | | Revolver, 0.500%, 4/4/20272,4,5 | | | 637,789 | |
| 905,972 | | | Delayed Draw, 1.000%, 4/4/20272,4,5 | | | 872,472 | |
| 1,946,320 | | | Delayed Draw, 9.174% (3-Month USD Libor+550 basis points), 4/4/20272,3,4 | | | 1,874,351 | |
| 254,722 | | | Revolver, 9.174% (3-Month USD Libor+550 basis points), 4/4/20272,3,4 | | | 245,303 | |
| 8,650,630 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 4/4/20272,3,4 | | | 8,330,754 | |
| 20,000,000 | | | HCSS First Lien Term Loan, 8.615% (3-Month USD Libor+575 basis points), 11/15/20272,3,4 | | | 19,796,356 | |
| | | | Help Systems Holdings, Inc. | | | | |
| 9,805,654 | | | First Lien Term Loan, 7.134% (3-Month USD Libor+400 basis points), 11/19/20262,3 | | | 9,040,813 | |
| 10,000,000 | | | Second Lien Term Loan, 9.884% (3-Month USD Libor+675 basis points), 11/19/20272,3,4 | | | 9,672,351 | |
| 1,980,000 | | | HotSchedules First Lien Term Loan, 10.424% (3-Month USD Libor+675 basis points), 7/9/20252,3,4 | | | 1,904,410 | |
| | | | HPS Technology | | | | |
| GBP 14,442,519 | | | First Lien Term Loan, 5.258% (3-Month GBP Libor+550 basis points), 8/3/20252,3,4,6 | | | 16,019,536 | |
See accompanying Notes to Consolidated Financial Statements.
47
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| GBP 7,523,888 | | | First Lien Term Loan, 7.915% (6-Month GBP Libor+625 basis points), 9/15/20272,3,4,6,7 | | $ | 8,345,442 | |
| GBP 20,744,922 | | | Delayed Draw, 1.000%, 3/9/20292,4,5,6 | | | 23,010,114 | |
| AUD 2,737,949 | | | Delayed Draw, 5.250% (3-Month AUD BBSY+525 basis points), 3/9/20292,3,4,6 | | | 1,739,708 | |
| | | | IG Investments | | | | |
$ | 722,543 | | | Revolver, 0.500%, 9/22/20282,4,5 | | | 684,845 | |
| 9,231,069 | | | First Lien Term Loan, 9.115% (3-Month USD Libor+600 basis points), 9/22/20282,3,4 | | | 8,749,443 | |
| | | | Imagine Acquisitionco, Inc. | | | | |
| 1,157,556 | | | Revolver, 0.500%, 11/16/20272,4,5 | | | 1,134,196 | |
| 1,607,717 | | | Delayed Draw, 1.000%, 11/16/20272,4,5 | | | 1,575,273 | |
| 7,198,553 | | | First Lien Term Loan, 8.422% (3-Month USD Libor+550 basis points), 11/16/20272,3,4 | | | 7,053,284 | |
| | | | insightsoftware | | | | |
| 209,340 | | | Revolver, 0.500%, 5/24/20242,4,5 | | | 206,915 | |
| 488,460 | | | Revolver, 5.750% (3-Month USD Libor+475 basis points), 5/24/20242,3,4 | | | 482,803 | |
| 25,024,627 | | | First Lien Term Loan, 8.662% (3-Month USD Libor+575 basis points), 5/24/20242,3,4 | | | 24,734,793 | |
| 1,999,993 | | | Delayed Draw, 1.000%, 12/2/20262,4,5 | | | 1,976,829 | |
| | | | Invicti Intermediate 2, LLC | | | | |
| 1,090,909 | | | Revolver, 0.500%, 11/16/20272,4,5,7 | | | 1,056,986 | |
| 10,909,091 | | | First Lien Term Loan, 8.627% (3-Month USD Libor+575 basis points), 11/16/20272,3,4,7 | | | 10,569,857 | |
| | | | IQN Holding Corp. | | | | |
| 577,540 | | | Revolver, 0.500%, 5/2/20282,4,5 | | | 565,766 | |
| 1,443,850 | | | Delayed Draw, 1.000%, 5/2/20292,4,5 | | | 1,421,558 | |
| 6,978,610 | | | First Lien Term Loan, 8.406% (3-Month USD Sofr+550 basis points), 5/2/20292,3,4 | | | 6,836,338 | |
| 7,000,000 | | | Ivanti Software, Inc. Second Lien Term Loan, 10.332% (3-Month USD Libor+725 basis points), 12/1/20282,3,4 | | | 6,736,309 | |
| NOK13,850,796 | | | Jigsaw Bidco AS First Lien Term Loan, 10.320% (3-Month NOK Nibor+725 basis points), 5/3/20242,3,4,6 | | | 1,263,653 | |
| | | | Kaseya, Inc. | | | | |
| 4,100,000 | | | Delayed Draw, 0.500% PIK, 6/23/20292,4,5,10 | | | 4,058,790 | |
| 4,100,000 | | | Revolver, 0.500% PIK, 6/23/20292,4,5,10 | | | 4,028,119 | |
| 66,800,000 | | | First Lien Term Loan, 8.286% PIK (3-Month USD Sofr+575 basis points), 6/23/20292,3,4,10,12 | | | 65,628,872 | |
| | | | Kona Buyer, LLC | | | | |
| 9,405,486 | | | First Lien Term Loan, 8.303% (3-Month USD Sofr+475 basis points), 12/11/20272,3,4 | | | 9,215,680 | |
| 9,698,650 | | | First Lien Term Loan, 8.303% (3-Month USD Sofr+475 basis points), 12/11/20272,3,4 | | | 9,502,928 | |
See accompanying Notes to Consolidated Financial Statements.
48
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| | | | Litera Bidco LLC | | | | |
$ | 14,272,628 | | | First Lien Term Loan, 8.870% (1-Month USD Libor+575 basis points), 5/18/20232,3,4 | | $ | 14,110,870 | |
| 10,727,372 | | | First Lien Term Loan, 9.120% (1-Month USD Libor+600 basis points), 5/18/20232,3,4 | | | 10,605,794 | |
| 1,200,500 | | | First Lien Term Loan, 8.870% (1-Month USD Libor+575 basis points), 5/29/20262,3,4 | | | 1,186,894 | |
| 1,200,500 | | | First Lien Term Loan, 8.870% (1-Month USD Libor+575 basis points), 5/29/20262,3,4,7 | | | 1,186,894 | |
| 5,472,289 | | | First Lien Term Loan, 9.120% (1-Month USD Libor+600 basis points), 5/29/20262,3,4 | | | 5,410,269 | |
| 2,254,297 | | | First Lien Term Loan, 9.120% (1-Month USD Libor+600 basis points), 5/29/20262,3,4 | | | 2,228,748 | |
| | | | LMG Holdings, Inc. | | | | |
| 194,286 | | | Revolver, 0.500%, 4/30/20262,4,5 | | | 191,249 | |
| 91,429 | | | Revolver, 10.052% (3-Month USD Libor+650 basis points), 4/30/20262,3,4 | | | 89,999 | |
| 4,667,143 | | | First Lien Term Loan, 10.674% (3-Month USD Libor+650 basis points), 4/30/20262,3,4 | | | 4,593,723 | |
| | | | LogicMonitor, Inc. | | | | |
| 2,513,966 | | | First Lien Term Loan, 10.070% (3-Month USD Libor+650 basis points), 5/17/20232,3,4,7 | | | 2,433,261 | |
| 670,391 | | | First Lien Term Loan, 10.070% (3-Month USD Libor+650 basis points), 5/17/20232,3,4,7 | | | 648,870 | |
| 4,189,944 | | | First Lien Term Loan, 10.070% (3-Month USD Libor+650 basis points), 5/17/20232,3,4,7 | | | 4,055,436 | |
| 2,597,765 | | | First Lien Term Loan, 10.070% (3-Month USD Sofr+650 basis points), 5/17/20232,3,4,7 | | | 2,514,370 | |
| 5,027,933 | | | First Lien Term Loan, 10.070% (3-Month USD Libor+650 basis points), 5/17/20232,3,4,7 | | | 4,866,523 | |
| 23,608,280 | | | First Lien Term Loan, 10.070% (3-Month USD Libor+650 basis points), 5/17/20232,3,4,7 | | | 22,997,702 | |
| 8,378,104 | | | MAG DS Corp. First Lien Term Loan, 9.174% (1-Month USD Libor+550 basis points), 4/1/20271,2,3,4 | | | 7,857,215 | |
| 20,500,000 | | | Mandolin Technology Intermediate Holdings, Inc. Second Lien Term Loan, 9.306% (3-Month USD Libor+650 basis points), 7/30/20292,3,4 | | | 20,027,966 | |
| | | | ManTech International Corporation | | | | |
| 5,689,166 | | | Revolver, 0.500%, 9/14/20282,4,5 | | | 5,548,591 | |
| 1,054,852 | | | Revolver, 8.556% (3-Month USD Sofr+575 basis points), 9/14/20282,3,4 | | | 1,028,787 | |
| 13,379,260 | | | Delayed Draw, 1.000%, 9/14/20292,4,5 | | | 13,181,820 | |
| 54,876,722 | | | First Lien Term Loan, 8.556% (3-Month USD Sofr+575 basis points), 9/14/20292,3,4 | | | 53,520,765 | |
| | | | Marlin DTC-LS Midco 2, LLC | | | | |
| 16,871,365 | | | First Lien Term Loan, 9.570% (3-Month USD Libor+650 basis points), 7/1/20252,3,4 | | | 15,940,506 | |
| 2,914,145 | | | First Lien Term Loan, 9.570% (3-Month USD Libor+650 basis points), 7/1/20252,3,4 | | | 2,753,360 | |
See accompanying Notes to Consolidated Financial Statements.
49
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
$ | 7,500,000 | | | Measurabl, Inc. First Lien Term Loan, 12.500% PIK (3-Month USD Sofr+550 basis points), 4/21/20262,3,4,10 | | $ | 7,404,444 | |
| | | | Mindbody, Inc. | | | | |
| 1,428,571 | | | Revolver, 0.500%, 2/14/20252,4,5 | | | 1,392,601 | |
| 7,004,407 | | | First Lien Term Loan, 12.142% (3-Month USD Libor+700 basis points), 2/14/20252,3,4 | | | 6,828,040 | |
| 169,054 | | | Misys Ltd. Second Lien Term Loan, 6.871% (3-Month USD Libor+350 basis points), 6/13/20242,3 | | | 147,584 | |
| 7,000,000 | | | MyComplianceoffice, Inc. First Lien Term Loan, 10.785% (3-Month USD Libor+850 basis points), 12/29/20252,3,4 | | | 6,820,557 | |
| | | | Netwrix Corporation And Concept Searching Inc. | | | | |
| 2,870,000 | | | Revolver, 0.500%, 6/9/20292,4,5 | | | 2,829,051 | |
| 15,308,156 | | | Delayed Draw, 1.000%, 6/9/20292,4,5 | | | 15,165,950 | |
| 30,702,785 | | | First Lien Term Loan, 7.903% (3-Month USD Sofr+500 basis points), 6/9/20292,3,4 | | | 30,264,718 | |
| 1,119,059 | | | Delayed Draw, 8.341% (3-Month USD Sofr+500 basis points), 6/9/20292,3,4 | | | 1,108,664 | |
| | | | New Era Merger Sub, Inc. | | | | |
| 58,641 | | | Revolver, 0.500%, 10/31/20262,4,5 | | | 57,493 | |
| 148,393 | | | Revolver, 0.500%, 10/31/20262,4,5 | | | 145,488 | |
| 332,030 | | | Delayed Draw, 1.000%, 10/31/20262,4,5 | | | 325,529 | |
| 2,018,043 | | | Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 10/31/20262,3,4 | | | 1,978,529 | |
| 1,706,504 | | | Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 10/31/20262,3,4 | | | 1,673,090 | |
| 3,141,722 | | | First Lien Term Loan, 9.056% (3-Month USD Libor+625 basis points), 10/31/20262,3,4 | | | 3,080,206 | |
| 169,392 | | | Revolver, 9.082% (3-Month USD Libor+625 basis points), 10/31/20262,3,4 | | | 166,075 | |
| | | | Newscycle Solutions | | | | |
| 2,298,037 | | | First Lien Term Loan, 10.674% (3-Month USD Libor+700 basis points), 12/29/20222,3,4 | | | 2,263,150 | |
| 266,563 | | | First Lien Term Loan, 10.674% (3-Month USD Libor+700 basis points), 12/29/20222,3,4 | | | 262,516 | |
| 346,788 | | | Delayed Draw, 10.674% (3-Month USD Libor+700 basis points), 12/29/20222,3,4 | | | 341,524 | |
| 5,333,333 | | | OEConnection LLC Second Lien Term Loan, 10.115% (3-Month USD Libor+700 basis points), 9/25/20272,3,4 | | | 5,211,329 | |
| 9,924,313 | | | Options Technology Ltd. First Lien Term Loan, 8.392% (3-Month USD Libor+450 basis points), 12/26/20252,3,4 | | | 9,743,882 | |
| 7,481,250 | | | OSP Lakeside Intermediate Holdings, LLC First Lien Term Loan, 11.721% (3-Month USD Libor+805 basis points), 7/31/20262,3,4 | | | 7,327,705 | |
| | | | PC Dreamscape Opco, Inc. | | | | |
| 1,315,789 | | | Revolver, 0.500%, 4/25/20282,4,5 | | | 1,273,885 | |
| 3,289,474 | | | Delayed Draw, 1.000%, 4/25/20282,4,5 | | | 3,217,210 | |
See accompanying Notes to Consolidated Financial Statements.
50
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
$ | 3,289,474 | | | Delayed Draw, 9.303% (3-Month USD Sofr+575 basis points), 4/25/20282,3,4 | | $ | 3,217,210 | |
| 12,105,263 | | | First Lien Term Loan, 9.303% (3-Month USD Sofr+575 basis points), 4/25/20282,3,4 | | | 11,719,742 | |
| | | | PCS Software, Inc. | | | | |
| 363,714 | | | Revolver, 0.500%, 7/1/20242,4,5 | | | 361,310 | |
| 5,250,191 | | | First Lien Term Loan, 9.703% (3-Month USD Libor+575 basis points), 7/1/20242,3,4 | | | 5,215,503 | |
| 20,364,444 | | | PDFTron Systems, Inc. First Lien Term Loan, 8.564% (3-Month USD Sofr+550 basis points), 7/15/20272,3,4 | | | 19,654,180 | |
| 9,862,632 | | | PDI TA Holdings, Inc. First Lien Term Loan, 7.157% (3-Month USD Libor+450 basis points), 10/24/20242,3,4 | | | 9,564,992 | |
| | | | PDQ | | | | |
| 1,764,706 | | | Revolver, 0.500%, 8/27/20272,4,5 | | | 1,739,680 | |
| 7,358,824 | | | Delayed Draw, 8.424% (3-Month USD Libor+475 basis points), 8/27/20272,3,4 | | | 7,254,465 | |
| 10,742,353 | | | First Lien Term Loan, 8.424% (3-Month USD Libor+475 basis points), 8/27/20272,3,4 | | | 10,590,011 | |
| | | | Pegasus Global Enterprise Holdings, LLC | | | | |
| 1,268,825 | | | Delayed Draw, 0.500%, 5/29/20252,4,5 | | | 1,260,442 | |
| 773,523 | | | Delayed Draw, 9.424% (3-Month USD Libor+575 basis points), 5/29/20252,3,4 | | | 768,412 | |
| 2,747,879 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 5/29/20252,3,4 | | | 2,729,724 | |
| 1,185,006 | | | Perforce Software, Inc. First Lien Term Loan, 6.865% (1-Month USD Libor+375 basis points), 7/1/20262,3 | | | 1,107,981 | |
| 13,000,000 | | | Polaris Newco, LLC Second Lien Term Loan, 11.168% (3-Month USD Libor+800 basis points), 6/4/20292,3,4 | | | 12,692,986 | |
| | | | Prism Parent Co., Inc. | | | | |
| 601,852 | | | Delayed Draw, 1.000%, 9/16/20282,4,5 | | | 595,833 | |
| 2,407,407 | | | First Lien Term Loan, 8.922% (3-Month USD Sofr+600 basis points), 9/16/20282,3,4 | | | 2,359,259 | |
| | | | ProcessUnity Holdings, LLC | | | | |
| 750,000 | | | Revolver, 0.500%, 9/24/20282,4,5 | | | 710,194 | |
| 1,000,000 | | | Delayed Draw, 1.000%, 9/24/20282,4,5 | | | 955,224 | |
| 250,000 | | | Revolver, 9.080% (3-Month USD Libor+600 basis points), 9/24/20282,3,4 | | | 236,731 | |
| 5,000,000 | | | First Lien Term Loan, 9.674% (3-Month USD Libor+600 basis points), 9/24/20282,3,4 | | | 4,734,629 | |
| | | | Project Leopard Holdings, Inc. | | | | |
| 60,000,000 | | | First Lien Term Loan, 7.827% (3-Month USD Sofr+525 basis points), 7/20/20292,3,12 | | | 54,025,200 | |
| 14,677,325 | | | First Lien Term Loan, 7.827% (3-Month USD Sofr+525 basis points), 7/20/20292,3 | | | 13,215,757 | |
| | | | QF Holdings, Inc. | | | | |
| 263,158 | | | Revolver, 0.500%, 9/19/20242,4,5 | | | 254,558 | |
| 2,192,982 | | | First Lien Term Loan, 10.425% (3-Month USD Libor+625 basis points), 9/19/20242,3,4 | | | 2,121,320 | |
| 438,596 | | | Delayed Draw, 10.430% (3-Month USD Libor+625 basis points), 9/19/20242,3,4 | | | 424,264 | |
See accompanying Notes to Consolidated Financial Statements.
51
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| | | | Quantic Electronics, LLC | | | | |
$ | 500,000 | | | Revolver, 0.500%, 11/19/20262,4,5 | | $ | 493,659 | |
| 57,038 | | | Revolver, 0.500%, 11/19/20262,4,5 | | | 56,315 | |
| 953,898 | | | Delayed Draw, 1.000%, 11/19/20262,4,5 | | | 941,801 | |
| 2,453,209 | | | Delayed Draw, 9.739% (3-Month USD Libor+625 basis points), 11/19/20262,3,4 | | | 2,422,098 | |
| 371,359 | | | Revolver, 9.892% (3-Month USD Libor+625 basis points), 11/19/20262,3,4 | | | 366,649 | |
| 3,960,000 | | | Delayed Draw, 9.924% (3-Month USD Libor+625 basis points), 11/19/20262,3,4 | | | 3,909,780 | |
| 5,417,500 | | | First Lien Term Loan, 9.924% (3-Month USD Libor+625 basis points), 11/19/20262,3,4 | | | 5,348,797 | |
| 3,663,915 | | | First Lien Term Loan, 9.924% (3-Month USD Libor+625 basis points), 11/19/20262,3,4 | | | 3,617,450 | |
| 20,000,000 | | | Quest Software US Holdings, Inc. First Lien Term Loan, 10.227% (3-Month USD Sofr+750 basis points), 2/1/20302,3,4 | | | 17,891,668 | |
| EUR 11,003,391 | | | Questel International First Lien Term Loan, 7.443% (3-Month EUR Libor+625 basis points), 12/17/20272,3,4,6 | | | 10,712,163 | |
| 8,653,846 | | | Quickbase, Inc. Second Lien Term Loan, 11.115% (3-Month USD Libor+800 basis points), 4/2/20272,3,4 | | | 8,467,127 | |
| | | | Rally Buyer, Inc. | | | | |
| 1,500,000 | | | Revolver, 0.500%, 7/19/20282,4,5 | | | 1,465,132 | |
| 1,682,180 | | | Revolver, 0.500%, 7/19/20282,4,5 | | | 1,639,022 | |
| 3,000,000 | | | Delayed Draw, 1.000%, 7/19/20282,4,5 | | | 2,960,164 | |
| 3,364,360 | | | Delayed Draw, 1.000%, 7/19/20282,4,5 | | | 3,311,493 | |
| 10,500,000 | | | First Lien Term Loan, 8.782% (3-Month USD Sofr+575 basis points), 7/19/20282,3,4 | | | 10,255,923 | |
| 11,775,259 | | | First Lien Term Loan, 8.782% (3-Month USD Sofr+575 basis points), 7/19/20282,3,4 | | | 11,473,154 | |
| | | | Ranger Buyer, Inc. | | | | |
| 1,538,462 | | | Revolver, 0.500%, 11/18/20272,4,5 | | | 1,528,297 | |
| 384,615 | | | Revolver, 8.865% (3-Month USD Libor+625 basis points), 11/18/20272,3,4 | | | 382,074 | |
| 23,019,231 | | | First Lien Term Loan, 8.865% (3-Month USD Libor+625 basis points), 11/18/20282,3,4 | | | 22,867,141 | |
| | | | RCS Technology | | | | |
| 2,198,710 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 2/28/20252,3,4,7 | | | 2,184,183 | |
| 341,528 | | | Delayed Draw, 8.122% (3-Month USD Libor+575 basis points), 2/3/20262,3,4,7 | | | 339,271 | |
| 55,556 | | | Revolver, 8.865% (3-Month USD Libor+575 basis points), 2/3/20262,3,4,7 | | | 55,189 | |
| 1,900,694 | | | First Lien Term Loan, 8.865% (3-Month USD Libor+575 basis points), 2/3/20262,3,4,7 | | | 1,888,136 | |
| | | | Recorded Future, Inc. | | | | |
| 178,771 | | | Revolver, 0.500%, 7/3/20252,4,5 | | | 175,610 | |
| 1,123,404 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+525 basis points), 7/3/20252,3,4 | | | 1,103,542 | |
| | | | Redwood Services Group, LLC | | | | |
| 9,608,532 | | | Delayed Draw, 1.000%, 6/15/20292,4,5 | | | 9,499,208 | |
| 40,391,468 | | | First Lien Term Loan, 9.307% (3-Month USD Sofr+600 basis points), 6/15/20292,3,4 | | | 39,528,549 | |
See accompanying Notes to Consolidated Financial Statements.
52
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| | | | Revalize, Inc. | | | | |
$ | 6,665,032 | | | Delayed Draw, 1.000%, 4/15/20272,4,5 | | $ | 6,736,863 | |
| 19,860,114 | | | Delayed Draw, 9.424% (3-Month USD Libor+525 basis points), 4/15/20272,3,4 | | | 20,074,153 | |
| 4,631,055 | | | Delayed Draw, 9.424% (3-Month USD Libor+525 basis points), 4/15/20272,3,4 | | | 4,680,965 | |
| 681,000 | | | Revolver, 9.424% (3-Month USD Libor+575 basis points), 4/15/20272,3,4 | | | 688,339 | |
| | | | Riskonnect Parent, LLC | | | | |
| 35,294,000 | | | Delayed Draw, 1.000%, 12/7/20282,4,5 | | | 34,959,628 | |
| 24,706,000 | | | First Lien Term Loan, 7.757% (3-Month USD Sofr+550 basis points), 12/7/20282,3,4 | | | 24,224,746 | |
| 2,112,931 | | | Rocket Software, Inc. First Lien Term Loan, 7.365% (3-Month USD Libor+425 basis points), 11/28/20252,3 | | | 2,025,942 | |
| | | | RPX Corporation | | | | |
| 4,562,500 | | | First Lien Term Loan, 8.615% (3-Month USD Libor+550 basis points), 10/23/20252,3,4 | | | 4,488,674 | |
| 7,913,279 | | | First Lien Term Loan, 8.615% (3-Month USD Libor+550 basis points), 10/23/20252,3,4 | | | 7,785,234 | |
| | | | Safety Borrower Holdings | | | | |
| 508,475 | | | Revolver, 0.500%, 9/1/20272,4,5 | | | 487,029 | |
| 9,283,898 | | | First Lien Term Loan, 8.320% (1-Month USD Libor+525 basis points), 9/1/20272,3,4 | | | 8,892,338 | |
| 169,492 | | | Revolver, 10.500% (Prime Rate+475 basis points), 9/1/20272,3,4 | | | 162,343 | |
| | | | SailPoint Technologies, Inc. | | | | |
| 603,840 | | | Revolver, 0.500%, 8/16/20282,4,5,7 | | | 588,348 | |
| 7,680,847 | | | First Lien Term Loan, 9.096% (3-Month USD Sofr+625 basis points), 8/16/20292,3,4,7 | | | 7,483,788 | |
| | | | Securonix, Inc. | | | | |
| 2,288,135 | | | Revolver, 0.500%, 4/1/20282,4,5 | | | 2,264,837 | |
| 12,711,865 | | | First Lien Term Loan, 10.097% (3-Month USD Sofr+650 basis points), 4/1/20282,3,4 | | | 12,582,431 | |
| | | | Seismic Software, Inc. | | | | |
| 272,390 | | | Revolver, 0.500%, 10/15/20262,4,5,7 | | | 263,919 | |
| 1,089,558 | | | Delayed Draw, 1.000%, 10/15/20262,4,5 | | | 1,055,677 | |
| 26,204,082 | | | Delayed Draw, 1.000%, 10/15/20262,4,5,7 | | | 25,334,326 | |
| 16,500 | | | Delayed Draw, 7.430% (3-Month USD Libor+475 basis points), 10/15/20262,3,4,7 | | | 15,987 | |
| 3,668,706 | | | Delayed Draw, 7.430% (3-Month USD Libor+475 basis points), 10/15/20262,3,4,7 | | | 3,550,930 | |
| 4,096,376 | | | First Lien Term Loan, 7.430% (3-Month USD Libor+475 basis points), 10/15/20262,3,4,7 | | | 3,964,872 | |
| 815,126 | | | Delayed Draw, 7.490% (3-Month USD Libor+475 basis points), 10/15/20262,3,4,7 | | | 789,778 | |
| 1,466,250 | | | Smartlinx Solutions, LLC First Lien Term Loan, 9.424% (3-Month USD Libor+600 basis points), 3/5/20262,3,4 | | | 1,456,562 | |
| | | | Sonar Acquisitionco, Inc. | | | | |
| 2,693,750 | | | Revolver, 0.500%, 7/7/20282,4,5,7 | | | 2,620,627 | |
| 40,406,250 | | | First Lien Term Loan, 7.857% (3-Month USD Sofr+575 basis points), 7/7/20282,3,4,7 | | | 39,309,401 | |
| GBP 3,613,000 | | | SSCP Pegasus Bidco Ltd. First Lien Term Loan, 6.813% (3-Month GBP Libor+675 basis points), 6/16/20282,3,4,6 | | | 3,985,024 | |
See accompanying Notes to Consolidated Financial Statements.
53
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| | | | Syntax Systems Ltd. | | | | |
$ | 660,066 | | | Revolver, 0.500%, 10/29/20262,4,5 | | $ | 648,725 | |
| 1,320,132 | | | Revolver, 7.759% (1-Month USD Libor+550 basis points), 10/29/20262,3,4 | | | 1,297,451 | |
| 4,962,406 | | | First Lien Term Loan, 8.024% (1-Month USD Libor+550 basis points), 10/28/20282,3,4 | | | 4,877,147 | |
| 4,950,495 | | | Delayed Draw, 1.000%, 10/29/20282,4,5 | | | 4,865,441 | |
| 17,888,614 | | | First Lien Term Loan, 8.024% (1-Month USD Libor+550 basis points), 10/29/20282,3,4 | | | 17,581,272 | |
| | | | Tamarack Intermediate, L.L.C. | | | | |
| 3,023,437 | | | Revolver, 0.500%, 3/11/20282,4,5 | | | 2,930,988 | |
| 18,476,562 | | | First Lien Term Loan, 9.232% (3-Month USD Sofr+575 basis points), 3/11/20282,3,4 | | | 17,911,590 | |
| 1,477,500 | | | TaxSlayer LLC First Lien Term Loan, 9.674% (3-Month USD Libor+600 basis points), 12/31/20262,3,4 | | | 1,467,738 | |
| 9,942,935 | | | The NPD Group, Inc. First Lien Term Loan, 8.762% (1-Month USD Sofr+575 basis points), 12/1/20282,3,4 | | | 9,744,076 | |
| | | | Thunder Purchase, Inc. | | | | |
| 1,136,691 | | | Revolver, 0.500%, 6/30/20272,4,5 | | | 1,112,582 | |
| 235,177 | | | Revolver, 9.424% (3-Month USD Libor+575 basis points), 6/30/20272,3,4,7 | | | 230,189 | |
| 4,083,877 | | | First Lien Term Loan, 9.424% (3-Month USD Libor+575 basis points), 6/30/20282,3,4,7 | | | 3,993,108 | |
| | | | TigerConnect, Inc. | | | | |
| 1,875,000 | | | Revolver, 0.500% PIK, 2/16/20282,4,5,10 | | | 1,814,716 | |
| 541,406 | | | Delayed Draw, 1.000% PIK, 2/16/20282,4,5,10 | | | 534,693 | |
| 13,125,000 | | | First Lien Term Loan, 9.975% PIK (3-Month USD Sofr+675 basis points), 2/16/20282,3,4,10 | | | 12,703,011 | |
| | | | Trackforce Acquireco, Inc. | | | | |
| 1,113,074 | | | Revolver, 0.500%, 6/23/20282,4,5,7 | | | 1,090,632 | |
| 30,053,004 | | | First Lien Term Loan, 7.957% (3-Month USD Sofr+600 basis points), 6/23/20282,3,4,7 | | | 29,447,071 | |
| 9,466,926 | | | Transact Holdings, Inc. First Lien Term Loan, 7.865% (1-Month USD Libor+475 basis points), 4/30/20262,3,4,7 | | | 9,257,263 | |
| | | | Tribute Technology Holdings, LLC | | | | |
| 3,487,842 | | | Revolver, 0.500%, 10/30/20262,4,5 | | | 3,413,866 | |
| 2,143,484 | | | First Lien Term Loan, 9.174% (3-Month USD Libor+550 basis points), 10/30/20262,3,4,7 | | | 2,076,829 | |
| 6,430,452 | | | Delayed Draw, 9.424% (3-Month USD Libor+575 basis points), 10/30/20262,3,4,7 | | | 6,230,488 | |
| 1,395,137 | | | Revolver, 9.543% (3-Month USD Libor+625 basis points), 10/30/20262,3,4,7 | | | 1,365,546 | |
| | | | Trintech, Inc. | | | | |
| 883,967 | | | First Lien Term Loan, 9.120% (3-Month USD Libor+600 basis points), 12/29/20232,3,4 | | | 862,858 | |
| 441,984 | | | First Lien Term Loan, 9.120% (3-Month USD Libor+600 basis points), 12/29/20232,3,4 | | | 431,429 | |
See accompanying Notes to Consolidated Financial Statements.
54
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Principal Amount | | | | | Value | |
| | | | SENIOR SECURED LOANS (Continued) | | | | |
| | | | TECHNOLOGY (Continued) | | | | |
| GBP 12,230,216 | | | UKFast Leaders Limited First Lien Term Loan, 9.439% (3-Month GBP Libor+675 basis points), 9/8/20272,3,4,6 | | $ | 13,434,924 | |
| | | | Uniguest | | | | |
$ | 526,316 | | | Revolver, 0.500%, 12/17/20252,4,5 | | | 522,272 | |
| 605,263 | | | Delayed Draw, 1.000%, 12/17/20252,4,5 | | | 600,311 | |
| 3,573,757 | | | Delayed Draw, 10.115% (1-Month USD Libor+700 basis points), 12/17/20252,3,4 | | | 3,544,514 | |
| 5,184,211 | | | First Lien Term Loan, 10.115% (1-Month USD Libor+700 basis points), 12/17/20252,3,4 | | | 5,144,382 | |
| 37,896,774 | | | User Zoom Technologies, Inc First Lien Term Loan, 9.347% (3-Month USD Sofr+575 basis points), 4/5/20292,3,4,12 | | | 36,923,079 | |
| 15,000,000 | | | Virgin Pulse, Inc. Second Lien Term Loan, 10.365% (3-Month USD Libor+725 basis points), 4/6/20292,3,4 | | | 13,473,656 | |
| 29,524,000 | | | Wilson Electronics Holdings, LLC First Lien Term Loan, 9.034% (3-Month USD Sofr+600 basis points), 5/17/20272,3,4 | | | 28,989,307 | |
| | | | WorkForce Software, LLC | | | | |
| 154,412 | | | Revolver, 0.500%, 7/31/20252,4,5 | | | 150,524 | |
| 4,432,826 | | | First Lien Term Loan, 7.320% PIK (3-Month USD Libor+425 basis points), 7/31/20252,3,4,10 | | | 4,332,290 | |
| 308,824 | | | Revolver, 9.570% PIK (3-Month USD Libor+650 basis points), 7/31/20252,3,4,10 | | | 301,048 | |
| 2,524,544 | | | Xactly Corporation First Lien Term Loan, 10.060% (3-Month USD Libor+725 basis points), 7/31/20232,3,4 | | | 2,498,839 | |
| | | | | | | 2,415,123,798 | |
| | | | UTILITIES — 0.3% | | | | |
| | | | EDPO, LLC | | | | |
| 1,006,667 | | | Delayed Draw, 1.000%, 12/8/20272,4,5,7 | | | 991,393 | |
| 243,333 | | | First Lien Term Loan, 8.424% (3-Month USD Libor+475 basis points), 12/8/20272,3,4,7 | | | 239,642 | |
| 7,813,861 | | | TS OpCo Holding LLC First Lien Term Loan, 8.306% (3-Month USD Libor+550 basis points), 9/28/20232,3,4 | | | 7,640,550 | |
| | | | Water Holdings Acquisition, LLC | | | | |
| 519,305 | | | Revolver, 0.500%, 12/18/20262,4,5 | | | 511,174 | |
| 3,817,808 | | | Delayed Draw, 1.000%, 12/18/20262,4,5 | | | 3,758,027 | |
| 766,409 | | | Revolver, 8.924% (3-Month USD Libor+525 basis points), 12/18/20262,3,4 | | | 754,408 | |
| 13,611,429 | | | First Lien Term Loan, 8.924% (3-Month USD Libor+525 basis points), 12/18/20262,3,4 | | | 13,398,295 | |
| 291,051 | | | Delayed Draw, 8.953% (3-Month USD Libor+525 basis points), 12/18/20262,3,4 | | | 286,494 | |
| | | | | | | 27,579,983 | |
| | | | TOTAL SENIOR SECURED LOANS | | | | |
| | | | (Cost $9,643,725,412) | | | 9,494,899,036 | |
See accompanying Notes to Consolidated Financial Statements.
55
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
| Number of Shares | | | | Value | |
| | | | PRIVATE INVESTMENT VEHICLES — 45.1% | | | | |
| | | | INVESTMENT PARTNERSHIPS — 5.4% | | | | |
| | N/A | | AG Direct Lending Fund II (Unlevered) L.P.2,11 | | $ | 27,705,019 | |
| | N/A | | AG Direct Lending Fund II L.P.2,11 | | | 20,451,756 | |
| | N/A | | AG Direct Lending Fund III L.P.2,11 | | | 14,863,339 | |
| | N/A | | AG DLI, L.P.2,11 | | | 12,314,319 | |
| | N/A | | AG GTDL Fund II L.P.2,11 | | | 27,962,684 | |
| | N/A | | AG GTDL Fund L.P.2,11 | | | 3,504,921 | |
| | N/A | | AG KFHDL Fund L.P.2,11 | | | 3,504,977 | |
| | N/A | | Antares Senior Loan Parallel Feeder Fund II (Cayman) LP2,11 | | | 4,080,628 | |
| | N/A | | Ares Commercial Finance Feeder (A) LP2,11 | | | 17,401,194 | |
| | N/A | | Barings CMS Fund LP2,11 | | | 15,465,910 | |
| | N/A | | CDL Tender Fund 2022-1 L.P.2,11 | | | 51,751,608 | |
| | N/A | | Crescent Mezzanine Partners VIIC, L.P.2,11 | | | 6,193,035 | |
| | N/A | | Crestline Specialty Lending III (U.S.), LP2,11 | | | 15,101,067 | |
| | N/A | | HPS Mezzanine Partners 2019 LP2,11 | | | 9,181,546 | |
| | N/A | | HPS Specialty Loan Fund V Feeder LP2,11 | | | 39,508,829 | |
| | N/A | | Marlin Credit Opportunity Fund LP2,11 | | | 95,801,749 | |
| | N/A | | Odyssey Company Investment Partners B L.P. 2,11 | | | 1,546,177 | |
| | N/A | | Providence Debt Fund III (Non-US) L.P.2,11 | | | 10,479,240 | |
| | N/A | | Raven Asset Based Credit Fund II, LP2,11 | | | 17,501,613 | |
| | N/A | | Silver Point Specialty Credit Fund II, LP2,11 | | | 39,491,765 | |
| | N/A | | Summit Partners Credit Offshore Fund II, LP2,11 | | | 8,971,881 | |
| | N/A | | Thompson Rivers, LLC2,11 | | | 12,260,530 | |
| | N/A | | Varagon Capital Direct Lending Fund, LP2,11 | | | 14,874,265 | |
| | N/A | | Vista Credit Partner Fund III LP2,11 | | | 26,552,537 | |
| | N/A | | Waccamaw River, LLC 2,11 | | | 10,828,581 | |
| | | | | | | 507,299,170 | |
| | | | JOINT VENTURES — 0.9% | | | | |
| | N/A | | FBLC Senior Loan Fund LLC2,11 | | | 71,818,072 | |
| | N/A | | Middle Market Credit Fund II, LLC2,11 | | | 14,809,358 | |
| | | | | | | 86,627,430 | |
| | | | NON-LISTED BUSINESS DEVELOPMENT COMPANIES — 17.6% | | | | |
| | N/A | | AGTB Private BDC2,11 | | | 72,892,974 | |
| | 4,312,845 | | Barings Capital Investment Corporation2,11 | | | 95,829,533 | |
| | 44,235,355 | | Barings Private Credit Corporation2,11 | | | 941,043,899 | |
| | N/A | | Carlyle Secured Lending III2,11 | | | 1,925,000 | |
| | 5,602,694 | | Franklin BSP Lending Corporation2,11 | | | 42,405,876 | |
| | 1,993,455 | | Golub Capital BDC 4, Inc.2,11 | | | 29,983,526 | |
| | 1,903,052 | | Golub Capital Direct Lending Corp.2,11 | | | 28,613,442 | |
| | 1,755,730 | | Morgan Stanley Direct Lending Fund2,11 | | | 36,578,375 | |
| | 10,000,000 | | New Mountain Guardian III BDC, LLC2,11 | | | 100,014,520 | |
| | 500,000 | | New Mountain Guardian IV BDC, LLC2,11 | | | 4,875,442 | |
| | 16,163,843 | | Owl Rock Core Income Corp.2,11 | | | 146,583,136 | |
| | 2,119,509 | | Owl Rock Technology Finance Corp.2,11 | | | 34,727,700 | |
See accompanying Notes to Consolidated Financial Statements.
56
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
| Number of Shares | | | | Value | |
| | | | PRIVATE INVESTMENT VEHICLES (Continued) | | | | |
| | | | NON-LISTED BUSINESS DEVELOPMENT COMPANIES (Continued) | | | | |
| | 2,371,569 | | Owl Rock Technology Finance Corp. II2,11 | | $ | 33,688,358 | |
| | N/A | | Redwood Enhanced Income Corp.2,11 | | | 22,047,896 | |
| | N/A | | Sixth Street Lending Partners2,11 | | | 6,468,982 | |
| | N/A | | Stellus Private Credit BDC Feeder, LP2,11 | | | 12,528,808 | |
| | N/A | | TCW Direct Lending VIII LLC2,11 | | | 13,755,840 | |
| | N/A | | Varagon Capital Corporation2,11 | | | 19,311,240 | |
| | | | | | | 1,643,274,547 | |
| | | | PRIVATE COLLATERALIZED LOAN OBLIGATIONS — 20.1% | | | | |
| | N/A | | ABPCI Pacific Funding LP2,11 | | | 28,455,721 | |
| | N/A | | BlackRock Shasta CLO VII LLC2,11 | | | 534,922,659 | |
| | N/A | | NXT Capital Structured Note I, LLC2,11 | | | 58,750,236 | |
| | N/A | | Raven Senior Loan Fund LLC2,11 | | | 417,081,431 | |
| | N/A | | Silver Point Loan Funding LLC2,11 | | | 412,326,976 | |
| | N/A | | Varagon Structured Note Issuer I LLC2,11 | | | 422,881,242 | |
| | | | | | | 1,874,418,265 | |
| | | | PRIVATE EQUITY — 0.1% | | | | |
| | 4 | | Owl Rock Technology Holdings II LLC2,4 | | | 5,107,600 | |
| | N/A | | Stellus Private BDC Advisor, LLC 2,4 | | | 1,022,872 | |
| | | | | | | 6,130,472 | |
| | | | SPECIAL PURPOSE VEHICLE FOR PREFERRED EQUITY — 0.5% | | | | |
| | N/A | | CCOF Sierra II, L.P.2,11 | | | 15,914,564 | |
| | N/A | | Chilly HP SCF Investor, LP2,11 | | | 2,090,313 | |
| | N/A | | HPS Mint Co-Invest Fund LP2,11 | | | 10,346,018 | |
| | N/A | | Minerva Co-Invest LP2,11 | | | 15,228,940 | |
| | | | | | | 43,579,835 | |
| | | | SPECIAL PURPOSE VEHICLE FOR SENIOR SECURED BONDS — 0.4% | | | | |
| | N/A | | 17Capital Co. Investment Fund V-L LP2,6,11 | | | 22,538,073 | |
| | N/A | | Endurance II L.P.2,11 | | | 10,475,832 | |
| | N/A | | Proxima Onshore Co-Invest, L.P.2,11 | | | 1,487,608 | |
| | | | | | | 34,501,513 | |
| | | | SPECIAL PURPOSE VEHICLE FOR SUBORDINATED DEBT — 0.1% | | | | |
| | N/A | | Luther Co-Invest, L.P.2,11 | | | 14,268,608 | |
| | | | TOTAL PRIVATE INVESTMENT VEHICLES | | | | |
| | | | (Cost $4,121,426,728) | | | 4,210,099,840 | |
| Principal Amount | | | | | | |
| | | | COLLATERALIZED LOAN OBLIGATIONS — 0.9% | | | | |
| $ | 12,000,000 | | ABPCI Direct Lending Fund CLO X LP 13. 180% (3-Month USD Libor+1,047 basis points), 1/20/20321,2,3,4,8 | | | 11,290,287 | |
| | | | BlackRock Elbert CLO V LLC | | | | |
| | 13,000,000 | | 11.906% (3-Month Term SOFR+870 basis points), 6/15/20341,2,3,4,8 | | | 12,582,427 | |
| | 39,500,000 | | 18.000%, 6/15/20341,2,4,13 | | | 37,524,028 | |
See accompanying Notes to Consolidated Financial Statements.
57
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | PRIVATE INVESTMENT VEHICLES (Continued) | | | | |
| | | | COLLATERALIZED LOAN OBLIGATIONS (Continued) | | | | |
| $ | 10,000,000 | | Monroe Capital MML CLO IX Ltd. 11.459% (3-Month USD Libor+870 basis points), 10/22/20311,2,3,8,14 | | $ | 9,161,310 | |
| | 2,910,000 | | Monroe Capital MML CLO VII Ltd. 10.234% (3-Month USD Libor+725 basis points), 11/22/20301,2,3,8 | | | 2,580,132 | |
| | 15,000,000 | | Monroe Capital MML CLO VIII, Ltd. 20.000%, 11/22/2033*,1,2,4,8,13 | | | 11,511,353 | |
| | | | TOTAL COLLATERALIZED LOAN OBLIGATIONS | | | | |
| | | | (Cost $90,463,327) | | | 84,649,537 | |
| Number of Shares | | | | | | |
| | | | PREFERRED STOCKS — 0.7% | | | | |
| | | | HEALTH CARE — 0.3% | | | | |
| | 15,000 | | nThrive, Inc., Series A-2 Preferred, 11.000% PIK2,4,10 | | | 14,500,495 | |
| | 17,500 | | Propharma, LLC Jayhawk Intermediate LLC, Series B Preferred, 13.000% PIK2,4,10,15 | | | 16,977,015 | |
| | | | | | | 31,477,510 | |
| | | | INDUSTRIALS — 0.2% | | | | |
| | 2,500 | | Atomic Transport, LLC Atomic Blocker, LLC, Class A Preferred, 8.500% PIK2,4,10,16 | | | 2,500,000 | |
| | 11,250,000 | | FSG Acquisition, LLC, - Senior Preferred, 12.250% PIK2,4,10 | | | 10,968,750 | |
| | 200 | | S4T Holdings Corp. Vistria ESS Holdings, LLC, Class A Preferred, 8.000% PIK2,4,10,17 | | | 99,999 | |
| | | | | | | 13,568,749 | |
| | | | TECHNOLOGY — 0.2% | | | | |
| | 6,500 | | Mandolin Technology Intermediate Holdings, Inc. - Series A Preferred, 10.500% PIK2,4,10 | | | 6,310,095 | |
| | 11,000 | | Riskonnect Parent, LLC Riskonnect Parent, LLC, Series B Preferred, 12.607% PIK2,4,10 | | | 10,795,170 | |
| | | | | | | 17,105,265 | |
| | | | TOTAL PREFERRED STOCKS | | | | |
| | | | (Cost $61,461,754) | | | 62,151,524 | |
| | | | | | | | |
| | | | COMMON STOCKS — 0.1% | | | | |
| | | | FINANCIALS — 0.1% | | | | |
| | 280,309 | | Forbright, Inc.2,4 | | | 5,268,893 | |
| | | | | | | | |
| | | | INDUSTRIALS — 0.0% | | | | |
| | 2,188 | | Atomic Transport, LLC Atomic Blocker, LLC, Class W Common2,4,16 | | | 1,248,057 | |
| | 200 | | S4T Holdings Corp. Vistria ESS Holdings, LLC, Class A Common2,4,17 | | | 150,265 | |
| | | | | | | 1,398,322 | |
| | | | TOTAL COMMON STOCKS | | | | |
| | | | (Cost $4,365,607) | | | 6,667,215 | |
See accompanying Notes to Consolidated Financial Statements.
58
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
| Principal Amount | | | | Value | |
| | | | SUBORDINATED DEBT — 0.0% | | | | |
| | | | FINANCIALS — 0.0% | | | | |
| $ | 5,500,000 | | OTR Midco, LLC, 12.000%, 5/12/20262,4 | | $ | 5,427,519 | |
| | | | TOTAL SUBORDINATED DEBT | | | | |
| | | | (Cost $5,500,000) | | | 5,427,519 | |
| Number of Shares | | | | | | |
| | | | WARRANTS — 0.0% | | | | |
| | | | ENERGY — 0.0% | | | | |
| | 1 | | Service Compression, LLC2,4 | | | — | |
| | 1 | | Service Compression, LLC2,4 | | | — | |
| | | | | | | — | |
| | | | HEALTH CARE — 0.0% | | | | |
| | 1,300,435 | | ADMA Bilogics, Inc.2,4 | | | 2,781,771 | |
| | 219,298 | | Xerix Biopharma Holdings, Inc.2,4 | | | 269,942 | |
| | | | | | | 3,051,713 | |
| | | | TECHNOLOGY — 0.0% | | | | |
| | 21,640 | | Afiniti, Inc. (via a participation with VHG Investment Fund I, L.P.)2,4 | | | 1,012,752 | |
| | 1 | | Measurabl, Inc.2,4 | | | — | |
| | | | | | | 1,012,752 | |
| | | | TOTAL WARRANTS | | | | |
| | | | (Cost $1,152,261) | | | 4,064,465 | |
| | | | | | | | |
| | | | SHORT-TERM INVESTMENTS — 1.8% | | | | |
| | 170,309,177 | | State Street Institutional U.S. Government Money Market Fund, 2.90%2,18 | | | 170,309,177 | |
| | | | TOTAL SHORT-TERM INVESTMENTS | | | | |
| | | | (Cost $170,309,177) | | | 170,309,177 | |
| | | | TOTAL INVESTMENTS — 150.2% | | | | |
| | | | (Cost $14,098,404,266) | | | 14,038,268,313 | |
| | | | Senior Notes (net of deferred offering costs of $527,500) — (16.3)% | | | (1,526,567,716 | ) |
| | | | Liabilities Less Other Assets — (33.9)% | | | (3,163,917,914 | ) |
| | | | NET ASSETS — 100.0% | | $ | 9,347,782,683 | |
| Principal Amount | | | | | | |
| | | | REVERSE REPURCHASE AGREEMENTS — (0.0)% | | | | |
| $ | (3,960,000 | ) | Agreement with Deutsche Bank AG, 5.239%, dated 9/22/2022, to be repurchased at $4,012,447 on 12/22/2022, collateralized by Monroe Capital MML CLO IX Ltd. with maturity of 10/22/2031, with a total value of $9,161,310 | | | (3,960,000 | ) |
| | | | TOTAL REVERSE REPURCHASE AGREEMENTS | | | | |
| | | | (Proceeds $3,960,000) | | | (3,960,000 | ) |
Libor – London Interbank Offered Rate
EUR – Euro
See accompanying Notes to Consolidated Financial Statements.
59
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Sofr – Secured Overnight Financiang Rate
LLC – Limited Liability Company
GBP – Pound Sterling
AUD – Australian Dollar
NZD – New Zealand Dollar
CAD – Canadian Dollars
US – United States
LP – Limited Partnership
RB – Revenue Bonds
LOC – Letter of Credit
SEK – Swedish Krona
Stibor – Stockholm Interbank Offered Rate
NOK – Norweigian Krone
Nibor – Norwegian Interbank Offered Rate
BDC – Business Development Company
CLO – Collateralized Loan Obligation
* | Subordinated note position. Rate shown is the effective yield as of period end. |
2 | As of September 30, 2022 all or a portion of the security has been pledged as collateral for a senior secured note. The value of the securities totaled $14,038,268,313 as of September 30, 2022. See Note 2, subsection Senior Notes 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 | Represents an unfunded loan commitment. The rate disclosed is equal to the commitment fee. See Note 2 for additional information. |
6 | Foreign securities entered into in foreign currencies are converted to U.S. Dollars using period end spot rates. |
7 | This investment was made through a participation. Please see Note 2 for a description of loan participations. |
8 | 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 $58,729,821, which represents 0.6% of total net assets of the Fund. |
10 | Principal includes accumulated payment in kind (“PIK”) interest and is net of repayments, if any. |
11 | Investment valued using net asset value per share as practical expedient. See Note 12 for respective investment strategies, unfunded commitments, and redemptive restrictions. |
12 | All or a portion of this security is segregated as collateral for secured borrowings made with Macquarie US Trading LLC. Total collateral had a fair value of $299,509,022 as of September 30, 2022. See note 2 for additional information. |
13 | Variable rate security. Rate shown is the rate in effect as of period end. |
14 | All or a portion of this security is segregated as collateral for reverse repurchase agreements. Total collateral had a fair value of $9,161,310 as of September 30, 2022. See note 2 for additional information. |
15 | Jayhawk Intermediate, LLC is the holding company that owns ProPharma Group, LLC. |
16 | Atomic Blocker, LLC holds Class A Preferred Units and Class W Common Units in Atomic Holdings, LLC, which is the holding company that owns Atomic Transport, LLC. |
17 | Vistria ESS Holdings, LLC holds Series A Preferred Units and Class A Common Units in TVG ESS Holdings, LLC which is the parent company holdings company for S4T Holdings Corp. |
18 | The rate is the annualized seven-day yield at period end. |
See accompanying Notes to Consolidated Financial Statements.
60
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Additional information on restricted securities is as follows:
Security | | First Acquisition Date | | | Cost | |
17Capital Co. Investment Fund V-L LP | | | 9/23/2021 | | | $ | 25,759,098 | |
ABPCI Pacific Funding GP Sub Notes | | | 6/9/2022 | | | | 28,544,304 | |
AG Direct Lending Fund II (Unlevered) L.P. | | | 3/31/2022 | | | | 25,709,810 | |
AG Direct Lending Fund II L.P. | | | 3/31/2020 | | | | 18,644,892 | |
AG Direct Lending Fund III L.P. | | | 6/28/2019 | | | | 14,355,107 | |
AG DLI, L.P. | | | 3/31/2022 | | | | 11,122,893 | |
AG GTDL Fund II L.P. | | | 3/31/2022 | | | | 25,996,459 | |
AG GTDL Fund L.P. | | | 3/31/2022 | | | | 3,368,501 | |
AG KFHDL Fund L.P. | | | 3/31/2022 | | | | 3,374,322 | |
AGTB Private BDC | | | 5/10/2022 | | | | 72,291,000 | |
Antares Senior Loan Parallel Feeder Fund II (Cayman) LP | | | 8/3/2022 | | | | 4,000,000 | |
Ares Commercial Finance Feeder (A) LP | | | 3/31/2021 | | | | 15,404,552 | |
Barings Capital Investment Corporation | | | 1/25/2021 | | | | 95,000,000 | |
Barings CMS Fund LP | | | 12/28/2021 | | | | 15,000,000 | |
Barings Private Credit Corporation | | | 5/10/2021 | | | | 900,000,000 | |
BlackRock Shasta CLO VII | | | 2/10/2021 | | | | 532,289,942 | |
Carlyle Secured Lending III | | | 9/28/2022 | | | | 1,925,000 | |
CCOF Sierra II, L.P. | | | 8/2/2022 | | | | 15,600,000 | |
CDL Tender Fund 2022-1 L.P. | | | 4/4/2022 | | | | 50,000,000 | |
Chilly HP SCF Investor, LP | | | 2/9/2022 | | | | 1,967,311 | |
Crescent Mezzanine Partners VIIC, L.P. | | | 3/31/2021 | | | | 5,520,162 | |
Crestline Specialty Lending III (U.S.), LP | | | 8/30/2021 | | | | 14,868,016 | |
Endurance II L.P. | | | 8/24/2020 | | | | 9,748,287 | |
FBLC Senior Loan Fund LLC | | | 4/1/2020 | | | | 78,562,000 | |
Franklin BSP Lending Corporation | | | 1/20/2021 | | | | 32,327,541 | |
Golub Capital Direct Lending Corp. | | | 7/13/2021 | | | | 28,500,000 | |
Golub Capital IV BDC | | | 4/21/2022 | | | | 29,901,821 | |
HPS Mezzanine Partners 2019 LP | | | 11/16/2020 | | | | 8,243,850 | |
HPS Mint Co-Invest Fund LP | | | 5/25/2022 | | | | 10,015,163 | |
HPS Specialty Loan Fund V Feeder LP | | | 5/14/2021 | | | | 37,887,949 | |
Luther Co-Invest, L.P. | | | 7/15/2022 | | | | 14,268,608 | |
Marlin Credit Opportunity Fund LP | | | 5/21/2021 | | | | 100,408,617 | |
Middle Market Credit Fund II, LLC | | | 11/3/2020 | | | | 12,708,191 | |
Minerva Co-Invest LP | | | 2/11/2022 | | | | 14,720,019 | |
Morgan Stanley Direct Lending Fund | | | 7/16/2021 | | | | 36,805,201 | |
New Mountain Guardian III BDC, LLC | | | 3/27/2020 | | | | 100,000,000 | |
See accompanying Notes to Consolidated Financial Statements.
61
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
Security | | First Acquisition Date | | | Cost | |
New Mountain Guardian IV BDC, LLC | | | 6/29/2022 | | | $ | 5,000,000 | |
NXT Capital Structured Note I, LLC | | | 1/26/2022 | | | | 61,856,420 | |
Odyssey Company Investment Partners B L.P. | | | 3/24/2022 | | | | 1,555,423 | |
Owl Rock Core Income Corp. | | | 7/29/2021 | | | | 150,000,000 | |
Owl Rock Technology Finance Corp. | | | 9/24/2020 | | | | 35,000,000 | |
Owl Rock Technology Finance Corp. II | | | 12/30/2021 | | | | 33,947,433 | |
Providence Debt Fund III (Non-US) L.P. | | | 3/31/2021 | | | | 8,449,093 | |
Proxima Onshore Co-Invest, L.P. | | | 11/2/2021 | | | | 1,500,257 | |
Raven Asset Based Credit Fund II, LP | | | 9/21/2021 | | | | 16,715,943 | |
Raven Senior Loan Fund LLC | | | 5/5/2022 | | | | 404,924,444 | |
Redwood Enhanced Income Corp. | | | 4/8/2022 | | | | 22,076,582 | |
Silver Point Loan Note Issuer LLC | | | 3/22/2022 | | | | 404,002,302 | |
Silver Point Specialty Credit Fund II, LP | | | 12/15/2020 | | | | 41,326,575 | |
Sixth Street Lending Partners | | | 8/31/2022 | | | | 6,468,982 | |
Stellus Private Credit BDC Feeder, LP | | | 1/31/2022 | | | | 12,450,000 | |
Summit Partners Cred Offshore Fund II | | | 3/31/2022 | | | | 7,175,544 | |
TCW Direct Lending VIII LLC | | | 1/31/2022 | | | | 13,523,324 | |
Thompson Rivers, LLC | | | 6/29/2021 | | | | 14,600,849 | |
Varagon Capital Corp. Direct Lending Fund | | | 5/23/2022 | | | | 19,296,490 | |
Varagon Capital Direct Lending Fund | | | 3/25/2021 | | | | 15,000,000 | |
Varagon Structured Note Issuer I LLC | | | 10/13/2021 | | | | 415,000,000 | |
Vista Credit Partner Fund III LP | | | 9/15/2021 | | | | 25,265,385 | |
Waccamaw River, LLC | | | 5/4/2021 | | | | 11,278,065 | |
Total | | | | | | $ | 4,121,251,727 | |
See accompanying Notes to Consolidated Financial Statements.
62
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
SWAP CONTRACT
INTEREST RATE SWAPS
Counterparty1 | Payments Made/Frequency | Payments Received/ Frequency | Termination Date | | Notional Value | | | Premiums Paid (Received) | | | Unrealized Appreciation (Depreciation) | |
PNC Bank, N.A | Daily Simple SOFR2 + 1.446% / Quarterly | 4.10% / Semi-annually | 3/28/2027 | | $ | 650,000,000 | | | $ | — | | | $ | (32,260,486 | ) |
PNC Bank, N.A | Daily Simple SOFR2 + 0.905% / Quarterly | 4.10% / Semi-annually | 3/28/2027 | | | 250,000,000 | | | | — | | | | (6,782,202 | ) |
MUFG Bank, Ltd. | Daily Simple SOFR2 + 2.052%/ Quarterly | 5.44% / Semi-annually | 7/19/2025 | | | 215,000,000 | | | | — | | | | (3,521,515 | ) |
MUFG Bank, Ltd. | Daily Simple SOFR2 + 2.263%/ Quarterly | 5.50% / Semi-annually | 7/19/2026 | | | 130,000,000 | | | | — | | | | (3,013,439 | ) |
MUFG Bank, Ltd. | Daily Simple SOFR2 + 2.477% / Quarterly | 5.61% / Semi-annually | 7/19/2027 | | | 130,000,000 | | | | — | | | | (3,919,193 | ) |
MUFG Bank, Ltd. | Daily Simple SOFR2 + 2.688% / Quarterly | 5.72% / Semi-annually | 7/19/2029 | | | 160,000,000 | | | | — | | | | (6,507,089 | ) |
MUFG Bank, Ltd. | Daily Simple SOFR2 + 2.245% / Quarterly | 5.50% / Semi-annually | 7/19/2026 | | | 10,000,000 | | | | — | | | | (239,717 | ) |
MUFG Bank, Ltd. | Daily Simple SOFR2 + 2.684% / Quarterly | 5.72% / Semi-annually | 7/19/2029 | | | 40,000,000 | | | | — | | | | (1,661,143 | ) |
| | | | | | | | | | | | | | | |
TOTAL INTEREST RATE SWAPS | | | | | | | | | | | $ | (57,904,784 | ) |
1 | Instrument is used in a hedge accounting relationship. The change in fair value for the instrument, and of the hedged item, is recorded in interest expense. |
2 | Reset daily with a five buseness day look back. |
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
Currency Sold | Counterparty | Currency Purchased | Settlement Date | | Currency Amount Sold | | | Value at Opening Date of Contract | | | Value at September 30, 2022 | | | Unrealized Appreciation (Depreciation) | |
Australian Dollars | State Street | USD | October 31, 2022 | | | (18,330,173 | ) | | $ | (11,778,969 | ) | | $ | (11,730,062 | ) | | $ | 48,907 | |
Australian Dollars | State Street | USD | December 30, 2022 | | | (16,427,466 | ) | | | (10,566,146 | ) | | | (10,527,168 | ) | | | 38,978 | |
British Pound | State Street | USD | October 14, 2022 | | | (5,793,737 | ) | | | (6,704,686 | ) | | | (6,471,102 | ) | | | 233,584 | |
British Pound | State Street | USD | November 04, 2022 | | | (2,849,262 | ) | | | (3,553,229 | ) | | | (3,182,810 | ) | | | 370,419 | |
British Pound | State Street | USD | November 10, 2022 | | | (1,750,327 | ) | | | (2,169,128 | ) | | | (1,955,377 | ) | | | 213,751 | |
British Pound | State Street | USD | December 15, 2022 | | | (7,539,659 | ) | | | (8,736,731 | ) | | | (8,429,206 | ) | | | 307,525 | |
British Pound | State Street | USD | December 30, 2022 | | | (51,949,146 | ) | | | (55,554,417 | ) | | | (58,002,233 | ) | | | (2,447,816 | ) |
British Pound | State Street | USD | February 03, 2023 | | | (3,812,896 | ) | | | (4,670,195 | ) | | | (4,257,099 | ) | | | 413,096 | |
British Pound | State Street | USD | March 31, 2023 | | | (14,823,488 | ) | | | (15,822,146 | ) | | | (16,549,965 | ) | | | (727,819 | ) |
Canadian Dollars | State Street | USD | November 14, 2022 | | | (25,285,144 | ) | | | (19,773,329 | ) | | | (18,304,993 | ) | | | 1,468,336 | |
Canadian Dollars | State Street | USD | December 09, 2022 | | | (11,491,996 | ) | | | (8,595,681 | ) | | | (8,323,321 | ) | | | 272,360 | |
Canadian Dollars | State Street | USD | December 30, 2022 | | | (85,132,651 | ) | | | (61,986,785 | ) | | | (61,680,515 | ) | | | 306,270 | |
Euro | State Street | USD | October 31, 2022 | | | (566,658 | ) | | | (544,218 | ) | | | (556,572 | ) | | | (12,354 | ) |
Euro | State Street | USD | November 04, 2022 | | | (3,687,062 | ) | | | (3,799,794 | ) | | | (3,622,482 | ) | | | 177,312 | |
Euro | State Street | USD | November 30, 2022 | | | (11,737,208 | ) | | | (11,844,250 | ) | | | (11,562,768 | ) | | | 281,482 | |
Euro | State Street | USD | December 30, 2022 | | | (281,981,749 | ) | | | (271,929,100 | ) | | | (278,248,138 | ) | | | (6,319,038 | ) |
Euro | State Street | USD | March 31, 2023 | | | (2,789,926 | ) | | | (2,710,692 | ) | | | (2,772,083 | ) | | | (61,391 | ) |
New Zealand Dollar | State Street | USD | December 30, 2022 | | | (6,291,604 | ) | | | (3,551,610 | ) | | | (3,524,019 | ) | | | 27,591 | |
See accompanying Notes to Consolidated Financial Statements.
63
Cliffwater Corporate Lending Fund
Consolidated Schedule of Investments
As of September 30, 2022 (Unaudited) (Continued)
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS — (Continued)
Currency Sold | Counterparty | Currency Purchased | Settlement Date | | Currency Amount Sold | | | Value at Opening Date of Contract | | | Value at September 30, 2022 | | | Unrealized Appreciation (Depreciation) | |
Norwegian Krone | Marlin Credit Opportunities | USD | August 11, 2023 | | | (13,125,000 | ) | | $ | (1,451,399 | ) | | $ | (1,215,662 | ) | | $ | 235,737 | |
Swedish Krona | Marlin Credit Opportunities | USD | August 23, 2024 | | | (11,250,000 | ) | | | (1,279,529 | ) | | | (1,055,829 | ) | | | 223,700 | |
| | | | | | | | | | | | | | | | | | | |
TOTAL FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS | | | | | | $ | (507,022,034 | ) | | $ | (511,971,404 | ) | | $ | (4,949,370 | ) |
USD – U.S. Dollar
See accompanying Notes to Consolidated Financial Statements.
64
Cliffwater Corporate Lending Fund
Consolidated Summary of Investments
As of September 30, 2022 (Unaudited)
Security Type/Sector | | Percent of Total Net Assets | |
Senior Secured Loans | | | | |
Technology | | | 25.9 | % |
Industrials | | | 21.0 | % |
Health Care | | | 19.5 | % |
Financials | | | 15.0 | % |
Consumer Discretionary | | | 8.9 | % |
Materials | | | 4.6 | % |
Communications | | | 3.1 | % |
Consumer Staples | | | 1.2 | % |
Real Estate | | | 1.1 | % |
Energy | | | 0.7 | % |
Governments | | | 0.3 | % |
Utilities | | | 0.3 | % |
Total Senior Secured Loans | | | 101.6 | % |
Private Investment Vehicles | | | 45.1 | % |
Collateralized Loan Obligations | | | 0.9 | % |
Preferred Stocks | | | | |
Health Care | | | 0.3 | % |
Technology | | | 0.2 | % |
Industrials | | | 0.2 | % |
Total Preferred Stocks | | | 0.7 | % |
Common Stocks | | | | |
Financials | | | 0.1 | % |
Industrials | | | 0.0 | % |
Total Common Stocks | | | 0.1 | % |
Subordinated Debt | | | | |
Financials | | | 0.0 | % |
Warrants | | | | |
Health Care | | | 0.0 | % |
Technology | | | 0.0 | % |
Energy | | | 0.0 | % |
Total Warrants | | | 0.0 | % |
Short-Term Investments | | | 1.8 | % |
Total Investments | | | 150.2 | % |
Senior Notes | | | (16.3 | )% |
Liabilities in Excess of Other Assets | | | (33.9 | )% |
Total Net Assets | | | 100.0 | % |
See accompanying Notes to Consolidated Financial Statements.
65
Cliffwater Corporate Lending Fund
Consolidated Statement of Assets and Liabilities
September 30, 2022 (Unaudited)
Assets: | | | | |
Investments, at value (cost $14,007,134,075) | | $ | 13,951,640,883 | |
Joint ventures, at value (cost $91,270,191) | | | 86,627,430 | |
Foreign currency, at value (cost $759,866) | | | 823,630 | |
Cash | | | 39,811,985 | |
Cash deposited with brokers for swap contracts | | | 62,510,000 | |
Receivables: | | | | |
Investment securities sold | | | 16,858,253 | |
Fund shares sold | | | 12,902,857 | |
Dividends and interest | | | 112,970,127 | |
Prepaid expenses | | | 6,598,563 | |
Prepaid commitment fees on secured credit facility | | | 10,940,801 | |
Total assets | | | 14,301,684,529 | |
| | | | |
Liabilities: | | | | |
Reverse repurchase agreements, at value (proceeds $3,960,000) | | | 3,960,000 | |
Unrealized depreciation on forward foreign currency exchange contracts | | | 4,949,370 | |
Unrealized depreciation on swap contracts | | | 57,904,784 | |
Payables: | | | | |
Senior notes (Net of deferred offering cost of $527,500) (Note 2) | | | 1,526,567,716 | |
Secured credit facility (Note 2) | | | 1,500,000,000 | |
Secured borrowings (Note 2) | | | 299,509,022 | |
Unfunded loan commitments (Note 2) | | | 1,538,049,065 | |
Investment securities purchased | | | 556,807 | |
Deferred tax liability | | | 833,446 | |
Interest on senior notes | | | 7,087,375 | |
Interest on secured credit facility | | | 8,981,154 | |
Interest on reverse repurchase agreements | | | 5,187 | |
Interest on secured borrowings | | | 1,823,261 | |
Investment Management fees | | | 1,272,251 | |
Audit fees | | | 176,046 | |
Fund administration fees | | | 313,931 | |
Custody fees | | | 816,169 | |
Trustees’ fees and expenses | | | 23,750 | |
Transfer Agency fees and expenses | | | 137,025 | |
Chief Compliance Officer fees | | | 3,201 | |
Other accrued expenses | | | 932,286 | |
Total liabilities | | | 4,953,901,846 | |
| | | | |
Net Assets | | $ | 9,347,782,683 | |
| | | | |
Components of Net Assets: | | | | |
Paid-in capital (par value of $0.001 per share with an unlimited number of shares authorized) | | $ | 9,262,709,740 | |
Total distributable earnings | | | 85,072,943 | |
Net Assets | | $ | 9,347,782,683 | |
| | | | |
Class I Shares: | | | | |
Net assets applicable to shares outstanding | | $ | 9,347,782,683 | |
Shares of beneficial interest issued and outstanding | | | 876,343,980 | |
Net asset value, offering, and redemption price per share | | $ | 10.67 | |
See accompanying Notes to Consolidated Financial Statements.
66
Cliffwater Corporate Lending Fund
Consolidated Statement of Operations
For the Six Months Ended September 30, 2022 (Unaudited)
Investment Income: | | | | |
Interest (net of withholding taxes of $71,432) | | $ | 286,158,859 | |
Dividends | | | 45,228,444 | |
Distributions from investment partnerships | | | 40,005,970 | |
Distributions from joint venture investments | | | 2,519,136 | |
Total investment income | | | 373,912,409 | |
| | | | |
Expenses: | | | | |
Investment management fees | | | 40,675,875 | |
Interest on secured credit facility | | | 28,119,922 | |
Interest on reverse repurchase agreements | | | 68,541 | |
Interest on senior notes | | | 23,498,764 | |
Interest on secured borrowings | | | 5,455,057 | |
Legal fees | | | 472,284 | |
Fund administration fees | | | 2,245,326 | |
Registration fees | | | 264,129 | |
Transfer agent fees and expenses | | | 544,559 | |
Custody fees | | | 539,011 | |
Audit fees | | | 213,195 | |
Trustees’ fees and expenses | | | 173,750 | |
Shareholder reporting fees | | | 160,967 | |
Chief Compliance Officer fees | | | 38,834 | |
Insurance fees | | | 30,850 | |
Commitment fees on secured credit facility | | | 671,610 | |
Miscellaneous expenses | | | 1,926,152 | |
Total fees and expenses | | | 105,098,826 | |
Net investment income | | | 268,813,583 | |
| | | | |
Realized and Unrealized Gain (Loss): | | | | |
Net realized gain (loss) on: | | | | |
Investments | | | 1,100,067 | |
Swap contracts | | | 2,817,004 | |
Forward foreign currency exchange contracts | | | 52,832,246 | |
Foreign currency transactions | | | 7,536,514 | |
Net realized gain | | | 64,285,831 | |
Net change in unrealized appreciation/depreciation on: | | | | |
Investments | | | (123,405,947 | ) |
Investments in joint ventures | | | (9,392,248 | ) |
Swap contracts | | | (57,904,784 | ) |
Senior notes | | | 57,904,784 | |
Forward foreign currency exchange contracts | | | (5,566,837 | ) |
Foreign currency translations | | | 4,473,732 | |
Deferred tax expense | | | (332,911 | ) |
Net change in unrealized appreciation/depreciation | | | (134,224,211 | ) |
Net realized and unrealized gain (loss) | | | (69,938,380 | ) |
| | | | |
Net Increase in Net Assets from Operations | | $ | 198,875,203 | |
See accompanying Notes to Consolidated Financial Statements.
67
Cliffwater Corporate Lending Fund
Consolidated Statements of Changes in Net Assets
| | For the Six Months Ended September 30, 2022 (Unaudited) | | | For the Period January 1, 2022 through March 31, 2022* | | | For the Year Ended December 31, 2021 | |
Net Increase in Net Assets from: | | | | | | | | | | | | |
Operations: | | | | | | | | | | | | |
Net investment income | | $ | 268,813,583 | | | $ | 86,763,291 | | | $ | 158,812,770 | |
Net realized gain on investments, forward foreign currency exchange contracts and foreign currency transactions | | | 64,285,831 | | | | 4,122,484 | | | | 12,834,590 | |
Net change in unrealized appreciation/depreciation on investments, swap contracts, senior notes, forward foreign currency exchange contracts, foreign currency translations and deferred taxes | | | (134,224,211 | ) | | | 12,114,219 | | | | 46,085,439 | |
Net increase in net assets resulting from operations | | | 198,875,203 | | | | 102,999,994 | | | | 217,732,799 | |
| | | | | | | | | | | | |
Distributions to shareholders: | | | | | | | | | | | | |
Distributions: | | | | | | | | | | | | |
Class I | | | (273,284,016 | ) | | | — | | | | (173,398,542 | ) |
From return of capital: | | | | | | | | | | | | |
Class I | | | — | | | | — | | | | (28,307,888 | ) |
Total | | | (273,284,016 | ) | | | — | | | | (201,706,430 | ) |
| | | | | | | | | | | | |
Capital Transactions: | | | | | | | | | | | | |
Proceeds from shares sold: | | | | | | | | | | | | |
Class I | | | 2,998,475,002 | | | | 2,007,446,987 | | | | 4,062,844,184 | |
Reinvestment of distributions: | | | | | | | | | | | | |
Class I | | | 94,014,064 | | | | — | | | | 62,384,398 | |
Cost of shares repurchased: | | | | | | | | | | | | |
Class I | | | (413,081,035 | ) | | | (97,311,884 | ) | | | (156,498,524 | ) |
Net increase in net assets from capital transactions | | | 2,679,408,031 | | | | 1,910,135,103 | | | | 3,968,730,058 | |
| | | | | | | | | | | | |
Net increase in net assets | | | 2,604,999,218 | | | | 2,013,135,097 | | | | 3,984,756,427 | |
| | | | | | | | | | | | |
Net Assets: | | | | | | | | | | | | |
Beginning of period | | | 6,742,783,465 | | | | 4,729,648,368 | | | | 744,891,941 | |
End of period | | $ | 9,347,782,683 | | | $ | 6,742,783,465 | | | $ | 4,729,648,368 | |
| | | | | | | | | | | | |
Capital Share Transactions: | | | | | | | | | | | | |
Shares sold: | | | | | | | | | | | | |
Class I | | | 281,516,952 | | | | 187,681,586 | | | | 382,870,006 | |
Shares issued in reinvestment of distributions: | | | | | | | | | | | | |
Class I | | | 8,922,735 | | | | — | | | | 5,911,991 | |
Shares redeemed: | | | | | | | | | | | | |
Class I | | | (38,750,784 | ) | | | (9,103,076 | ) | | | (14,649,800 | ) |
Net increase in capital shares outstanding | | | 251,688,903 | | | | 178,578,510 | | | | 374,132,197 | |
* | Fiscal year end changed to March 31, effective January 1, 2022. |
See accompanying Notes to Consolidated Financial Statements.
68
Cliffwater Corporate Lending Fund
Consolidated Statement of Cash Flows
For the Six Months Ended September 30, 2022 (Unaudited)
Cash flows provided by (used in) operating activities: | | | | |
Net increase in net assets from operations | | $ | 198,875,203 | |
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities: | | | | |
Purchases of investments | | | (6,419,939,590 | ) |
Sales of investments | | | 1,388,932,117 | |
Net accretion on investments | | | (4,814,727 | ) |
Net realized gain on investments | | | (1,100,067 | ) |
Net realized gain on paydowns | | | (6,175,449 | ) |
Net change in unrealized (appreciation)/depreciation | | | 132,798,195 | |
Return of capital distributions received | | | 92,164,682 | |
Original issue discount and amendment fees | | | 18,663,049 | |
Net change in deferred tax liability | | | (332,911 | ) |
Change in short-term investments, net | | | (94,060,812 | ) |
(Increase)/Decrease in assets: | | | | |
Cash deposited with brokers for swap contracts | | | (62,510,000 | ) |
Foreign currency | | | 1,135,326 | |
Investment securities sold | | | 3,004,282 | |
Dividends and interest | | | (29,362,454 | ) |
Prepaid expenses | | | (5,908,394 | ) |
Prepaid commitment fees on secured credit facility | | | (1,207,980 | ) |
Increase/(Decrease) in liabilities: | | | | |
Investment securities purchased | | | (78,957,235 | ) |
Unfunded loan commitments | | | 470,392,035 | |
Investment management fees | | | (149,191 | ) |
Sub-advisory fees | | | (226,581 | ) |
Interest on reverse repurchase agreements | | | 2,361 | |
Interest on secured credit facility | | | 8,890,373 | |
Interest on senior notes | | | 6,920,670 | |
Interest on secured borrowings | | | 1,823,261 | |
Audit fees | | | (199,805 | ) |
Deferred tax liability | | | 332,911 | |
Legal fees | | | (38,597 | ) |
Fund administration fees | | | (356,827 | ) |
Trustees’ fees and expenses | | | 23,750 | |
Custody fees | | | 227,232 | |
Transfer Agency fees and expenses | | | (8,565 | ) |
Chief Compliance Officer fees | | | (9,949 | ) |
Other accrued expenses | | | 387,389 | |
Net cash used in operating activities | | | (4,380,786,298 | ) |
See accompanying Notes to Consolidated Financial Statements.
69
Cliffwater Corporate Lending Fund
Consolidated Statement of Cash Flows
For the Six Months Ended September 30, 2022 (Unaudited) (Continued)
Cash flows provided by (used in) financing activities: | | | | |
Proceeds from shares sold, net of receivable for fund shares sold | | $ | 3,032,933,911 | |
Cost of shares repurchased | | | (413,081,035 | ) |
Distributions paid to shareholders, net of reinvestments | | | (179,269,952 | ) |
Proceeds from reverse repurchase agreements | | | 8,100,000 | |
Payments made on reverse repurchase agreements | | | (10,395,000 | ) |
Proceeds from secured borrowings | | | 532,684,033 | |
Payments made on secured borrowings | | | (437,343,426 | ) |
Proceeds from revolving loan (see note 2) | | | 1,568,000,000 | |
Payments on revolving loan (see note 2) | | | (675,000,000 | ) |
Proceeds from senior notes | | | 935,000,000 | |
Net cash provided by financing activities | | | 4,361,628,531 | |
| | | | |
Net increase in cash | | | (19,157,767 | ) |
| | | | |
Cash | | | | |
Cash, beginning of period | | | 58,969,752 | |
Cash, end of period | | $ | 39,811,985 | |
Non cash financing activities not included herein consist of $94,014,064 reinvested dividends.
Cash paid for interest on credit facility during the period was $19,229,549.
Cash paid for interest on reverse repurchase agreements during the period was $66,180.
Cash paid for interest on senior notes during the period was $21,837,021.
Cash paid for interest on secured borrowings during the period was $3,795,675.
See accompanying Notes to Consolidated Financial Statements.
70
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 September 30, 2022 (Unaudited) | | | For the Period January 1, 2022 through March 31, 2022** | | | For the Year Ended December 31, 2021 | | | For the Year Ended December 31, 2020 | | | For the Period March 6, 2019* through December 31, 2019 | |
Net asset value, beginning of period | | $ | 10.79 | | | $ | 10.60 | | | $ | 10.35 | | | $ | 10.15 | | | $ | 10.00 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income1 | | | 0.35 | | | | 0.16 | | | | 0.72 | | | | 0.72 | | | | 0.34 | |
Net realized and unrealized gain (loss) on investments2 | | | (0.08 | ) | | | 0.03 | | | | 0.27 | | | | 0.19 | | | | (0.04 | ) |
Total income from investment operations | | | 0.27 | | | | 0.19 | | | | 0.99 | | | | 0.91 | | | | 0.30 | |
| | | | | | | | | | | | | | | | | | | | |
Less Distributions to shareholders: | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.39 | ) | | | — | | | | (0.62 | ) | | | (0.62 | ) | | | (0.15 | ) |
From return of capital | | | — | | | | — | | | | (0.10 | ) | | | (0.09 | ) | | | — | |
From net realized gain | | | — | | | | — | | | | (0.02 | ) | | | — | 3 | | | — | 3 |
Total Distributions to shareholders | | | (0.39 | ) | | | — | | | | (0.74 | ) | | | (0.71 | ) | | | (0.15 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, end of period | | $ | 10.67 | | | $ | 10.79 | | | $ | 10.60 | | | $ | 10.35 | | | $ | 10.15 | |
| | | | | | | | | | | | | | | | | | | | |
Total return4 | | | 2.57 | %5 | | | 1.79 | %5 | | | 10.38 | % | | | 9.25 | % | | | 3.05 | %5 |
| | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 9,347,783 | | | $ | 6,742,783 | | | $ | 4,729,648 | | | $ | 744,892 | | | $ | 268,536 | |
| | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets (excluding interest expense)7: | | | | | | | | | | | | | | | | | | | | |
Before fees waived and deferred tax expense | | | 1.18 | %6 | | | 1.28 | %6 | | | 1.32 | % | | | 1.80 | % | | | 2.25 | %6 |
After fees waived | | | 1.18 | %6 | | | 1.28 | %6 | | | 1.32 | % | | | 1.80 | % | | | 1.78 | %6 |
Ratio of net investment income to average net assets (excluding interest expense)7: | | | | | | | | | | | | | | | | | | | | |
Before fees waived | | | 7.99 | %6 | | | 6.75 | %6 | | | 7.36 | % | | | 7.67 | % | | | 3.58 | %6 |
After fees waived | | | 7.99 | %6 | | | 6.75 | %6 | | | 7.36 | % | | | 7.67 | % | | | 4.05 | %6 |
| | | | | | | | | | | | | | | | | | | | |
See accompanying Notes to Consolidated Financial Statements.
71
Cliffwater Corporate Lending Fund
Consolidated Financial Highlights
Class I (Continued)
| | For the Six Months Ended September 30, 2022 (Unaudited) | | | For the Period January 1, 2022 through March 31, 2022** | | | For the Year Ended December 31, 2021 | | | For the Year Ended December 31, 2020 | | | For the Period March 6, 2019* through December 31, 2019 | |
Ratio of expenses to average net assets (including interest expense)7: | | | | | | | | | | | | | | | | | | | | |
Before fees waived | | | 2.58 | %6 | | | 1.79 | %6 | | | 1.94 | % | | | 2.43 | % | | | 2.28 | %6 |
After fees waived | | | 2.58 | %6 | | | 1.79 | %6 | | | 1.94 | % | | | 2.43 | % | | | 1.81 | %6 |
Ratio of net investment income to average net assets (including interest expense)7: | | | | | | | | | | | | | | | | | | | | |
Before fees waived | | | 6.59 | %6 | | | 6.24 | %6 | | | 6.74 | % | | | 7.04 | % | | | 3.55 | %6 |
After fees waived | | | 6.59 | %6 | | | 6.24 | %6 | | | 6.74 | % | | | 7.04 | % | | | 4.02 | %6 |
| | | | | | | | | | | | | | | | | | | | |
Senior Securities | | | | | | | | | | | | | | | | | | | | |
Total Amount Outstanding exclusive of Treasury Securities | | | | | | | | | | | | | | | | | | | | |
Reverse Repurchase Agreements8 | | $ | 3,960,000 | | | $ | 6,255,000 | | | $ | 6,833,000 | | | $ | 12,557,000 | | | $ | 6,034,000 | |
Secured Borrowings8 | | | 299,509,022 | | | | 204,168,415 | | | | 249,990,230 | | | | — | | | | — | |
Senior Credit Facility8 | | | 1,500,000,000 | | | | 607,000,000 | | | | 1,195,000,000 | | | | 190,000,000 | | | | — | |
Senior Notes8 | | | 1,526,567,716 | | | | 649,815,000 | | | | — | | | | — | | | | — | |
Asset Coverage Per $1,000 of Borrowings | | | | | | | | | | | | | | | | | | | | |
Reverse Repurchase Agreements8 | | | 2,361,551 | | | | 1,078,983 | | | | 693,179 | | | | 60,321 | | | | 45,504 | |
Secured Borrowings8 | | | 32,210 | | | | 34,026 | | | | 19,919 | | | | — | | | | — | |
Senior Credit Facility8 | | | 7,232 | | | | 12,108 | | | | 4,958 | | | | 4,916 | | | | — | |
Senior Notes8 | | | 7,123 | | | | 11,376 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 12 | %5 | | | 16 | %5 | | | 29 | % | | | 29 | % | | | 15 | %5 |
* | Commencement of operations. |
** | Fiscal year end changed to March 31, effective January 1, 2022. |
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 | These ratios exclude the impact of epenses of the underlying investment companies holdings as represented in the Schedule of Investments. |
8 | 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 1940 Act. |
See accompanying Notes to Consolidated Financial Statements.
72
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)
1. Organization
The Cliffwater Corporate Lending Fund (the “Fund”) is a Delaware statutory trust 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, as most recently amended and restated on September 15, 2021 (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 currently offers Class I Shares. Only Class I shares have been issued as of September 30, 2022.
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 asset management firms (on behalf of their investors), insurance companies, business development companies 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; (vi) investments in bank loans including securities representing ownership or participation in a pool of such loans; and (vii) SPVs and/or joint ventures that primarily hold loans or credit-like securities. 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. The Fund may make non-U.S. investments, some of which may be denominated in currencies other than the U.S. dollar. In most cases, the currency fluctuations of investments will be hedged through the use of currency derivatives or other instruments. 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.
Effective January 1, 2022, the Fund’s fiscal year end changed from December 31 to March 31.
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 (“GAAP”). The preparation of the financial statements in accordance with 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, Statements of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund includes the
73
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
accounts of CCLF SPV. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of September 30, 2022, net assets of the CCLF SPV were $3,358,485,620, or approximately 35.95% of the Fund’s total net assets.
On April 15, 2021, MCCW 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, Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets, Statements of Cash Flows and Financial Highlights of the Fund includes the accounts of CCLF MCCW. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of September 30, 2022, net assets of the CCLF MCCW were $233,136,694, or approximately 2.50% of the Fund’s total net assets and are included in the net assets of CCLF SVP.
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, Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets, Statements of Cash Flows and Financial Highlights of the Fund includes the accounts of CCLF HOLD. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of September 30, 2022, net assets of the CCLF HOLD were $19,482,019, or approximately 0.21% of the Fund’s total net assets.
On July 26, 2021, CCLF Holdings (D1) LLC (“CCLF HOLD (D1)”) was formed as a limited liability company, and is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets, Statements of Cash Flows and Financial Highlights of the Fund includes the accounts of CCLF HOLD (D1). All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of September 30, 2022, net assets of the CCLF HOLD (D1) were $8,439,882, or approximately 0.09% of the Fund’s total net assets.
On July 26, 2021, CCLF Holdings (D2) LLC (“CCLF HOLD (D2)”) was formed as a limited liability company, and is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets, Statements of Cash Flows and Financial Highlights of the Fund includes the accounts of CCLF HOLD (D2). All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of September 30, 2022, net assets of the CCLF HOLD (D2) were $704,530,600, or approximately 7.54% of the Fund’s total net assets.
On March 16, 2022, CCLF Holdings (D3) LLC (“CCLF HOLD (D3)”) was formed as a limited liability company, and is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets, Statements of Cash Flows and Financial Highlights of the Fund includes the accounts of CCLF HOLD (D3). All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of September 30, 2022, net assets of the CCLF HOLD (D3) were $11,344,625, or approximately 0.12% of the Fund’s total net assets.
On June 14, 2022, KCLF Holdings LLC (“KCLF Holdings”) was formed as a limited liability company, and is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets, Statements of Cash Flows and Financial Highlights of the Fund includes the accounts of KCLF Holdings. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of September 30, 2022, net assets of the KCLF Holdings were $18,947,239, or approximately 0.20% of the Fund’s total net assets.
Investment Transactions and Related Investment Income
Investment transactions are accounted for on a trade-date basis. However, for daily Net Asset Value (“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.
74
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
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 Statements 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 September 30, 2022.
The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes as an income tax expense on the Consolidated Statements of Operations. For the six months ended September 30, 2022, the Fund did not have interest or penalties associated with underpayment of income taxes.
CCLF SPV, CCLF MCCW, CCLF HOLD (D1), CCLF HOLD (D2), CCLF HOLD (D3) and KCLF Holdings are disregarded entities for income tax purposes. CCLF HOLD is a limited liability company that has elected to be taxed as a corporation and is therefore obligated to pay federal and state income tax on its taxable income. Currently, the federal income tax rate for a corporation is 21%. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.
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, March 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.
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.
75
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
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 September 30, 2022, the Fund had twenty outstanding forward currency contracts sold short.
Interest Rate Swap Contracts
The Fund may engage in various swap transactions, including interest rate agreements, primarily to manage risk, or as alternatives to direct investments. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional principal amount. The Fund may elect to pay a fixed rate and receive a floating rate or receive a fixed rate and pay a floating rate on a notional principal amount. The net interest received or paid on interest rate swap agreements is accrued daily as interest income/expense. Interest rate swaps are marked-to-market daily using fair value estimates provided by an independent pricing service. Changes in value, including accrued interest, are recorded as net change in unrealized appreciation/(depreciation) on the statement of operations. Unrealized gains are reported as an asset and unrealized losses are reported as a liability on the statement of assets and liabilities. Gains or losses are realized upon termination of the contracts. The risk of loss under a swap contract may exceed the amount recorded as an asset or a liability. As of September 30, 2022, the Fund had eight outstanding interest rate swap contracts.
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
76
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
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.
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 in 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 Statements of Operations. As of September 30, 2022, the Fund received $2,274,088 in commitment fees. As of September 30, 2022, the Fund had the following unfunded loan commitments as noted in the consolidated Schedule of Investments with a total principal amount of $1,538,049,065 reflected as unfunded loan commitments within the consolidated Statement of Assets and Liabilities.
Borrower | Type | | Principal Amount | | | Value | |
123Dentist, Inc. | Delayed Draw | | $ | 6,681,175 | | | $ | 4,760,526 | |
1364720 B.C. LTD | Delayed Draw | | | 5,000,000 | | | | 3,570,416 | |
1364720 B.C. LTD | Revolver | | | 2,000,000 | | | | 1,413,740 | |
AAH Topco, LLC | Delayed Draw | | | 2,903,159 | | | | 2,859,085 | |
AAH Topco, LLC | Revolver | | | 423,729 | | | | 413,060 | |
Abracon Group Holdings, LLC | Delayed Draw | | | 4,326,923 | | | | 4,258,932 | |
Abracon Group Holdings, LLC | Delayed Draw | | | 2,163,462 | | | | 2,143,340 | |
Abracon Group Holdings, LLC | Revolver | | | 865,385 | | | | 848,676 | |
Abracon Group Holdings, LLC | Revolver | | | 1,730,769 | | | | 1,686,365 | |
ACI Group Holdings, Inc. | Delayed Draw | | | 2,779,286 | | | | 2,749,319 | |
Acquia, Inc. | Revolver | | | 179,339 | | | | 177,513 | |
ADCS Clinics Intermediate Holdings, LLC | Delayed Draw | | | 5,433,471 | | | | 5,198,902 | |
ADMA Bilogics, Inc. | Delayed Draw | | | 3,571,429 | | | | 3,529,977 | |
77
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
Advarra Holdings, Inc. | Delayed Draw | | $ | 352,200 | | | $ | 349,118 | |
AEC Parent Holdings, Inc. | Delayed Draw | | | 1,215,953 | | | | 1,200,555 | |
Affinity Hospice Intermediate Holdings, LLC | Delayed Draw | | | 5,239,105 | | | | 5,153,884 | |
Affinipay Midco, LLC | Delayed Draw | | | 4,640,884 | | | | 4,588,039 | |
Affinipay Midco, LLC | Revolver | | | 2,209,945 | | | | 2,162,712 | |
AG-Twin Brook Healthcare | Delayed Draw | | | 9,930,556 | | | | 9,807,256 | |
AG-Twin Brook Healthcare | Delayed Draw | | | 7,570,000 | | | | 7,496,211 | |
AG-Twin Brook Industrials | Delayed Draw | | | 17,760,000 | | | | 17,624,292 | |
AHR Intermediate, Inc. | Delayed Draw | | | 10,500,000 | | | | 10,385,850 | |
Any Hour, LLC | Delayed Draw | | | 4,566,667 | | | | 4,528,398 | |
Any Hour, LLC | Revolver | | | 2,000,000 | | | | 1,969,637 | |
Air Comm Corporation, LLC | Revolver | | | 1,044,051 | | | | 1,030,811 | |
Air Comm Corporation, LLC | Revolver | | | 2,113,764 | | | | 2,086,958 | |
Alera Group Holdings, Inc. | Delayed Draw | | | 2,522,730 | | | | 2,472,276 | |
Alera Group Holdings, Inc. | Delayed Draw | | | 6,145,980 | | | | 5,997,928 | |
Alera Group Holdings, Inc. | Delayed Draw | | | 5,000,000 | | | | 4,873,877 | |
Alert Media, Inc. | Delayed Draw | | | 3,000,000 | | | | 2,977,597 | |
Alpine Acquisition Corp. | Revolver | | | 71,380 | | | | 68,158 | |
Amba Buyer, Inc. | Delayed Draw | | | 14,257,915 | | | | 13,791,994 | |
Amerilife Holdings LLC | Delayed Draw | | | 4,909,091 | | | | 4,842,497 | |
Amerilife Holdings LLC | Revolver | | | 2,454,545 | | | | 2,396,791 | |
Apex Service Partners, LLC | Revolver | | | 2,000,000 | | | | 1,929,645 | |
Appfire Technologies, LLC | Delayed Draw | | | 11,020,000 | | | | 10,892,507 | |
Appfire Technologies, LLC | Delayed Draw | | | 4,995,257 | | | | 4,900,155 | |
Appfire Technologies, LLC | Revolver | | | 900,900 | | | | 883,748 | |
Applied Technical Services | Delayed Draw | | | 2,909,091 | | | | 2,889,870 | |
Applied Technical Services | Revolver | | | 727,273 | | | | 722,468 | |
Apptio, Inc. | Revolver | | | 557,223 | | | | 544,585 | |
AQ Sage Buyer, LLC | Delayed Draw | | | 17,868,014 | | | | 17,150,137 | |
AQ Sage Buyer, LLC | Delayed Draw | | | 6,653,221 | | | | 6,385,917 | |
AQ Sunshine, Inc. | Delayed Draw | | | 1,791,667 | | | | 1,728,640 | |
AQ Sunshine, Inc. | Delayed Draw | | | 13,740,741 | | | | 13,257,375 | |
AQ Sunshine, Inc. | Revolver | | | 1,200,000 | | | | 1,157,787 | |
Armada Parent, Inc. | Delayed Draw | | | 1,000,000 | | | | 982,019 | |
Armada Parent, Inc. | Revolver | | | 2,383,333 | | | | 2,340,479 | |
ASG II, LLC | Delayed Draw | | | 4,608,696 | | | | 4,536,057 | |
78
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
Aspen Opco, LLC | Revolver | | $ | 2,651,515 | | | $ | 2,617,889 | |
Associations, Inc. | Revolver | | | 23,525,000 | | | | 23,257,337 | |
Auveco Holdings, Inc. | Delayed Draw | | | 1,973,684 | | | | 1,933,855 | |
Auveco Holdings, Inc. | Revolver | | | 986,842 | | | | 966,927 | |
AWT Merger Sub, Inc. | Delayed Draw | | | 1,424,370 | | | | 1,409,867 | |
AWT Merger Sub, Inc. | Revolver | | | 928,571 | | | | 919,117 | |
AxiomSL Group, Inc. | Delayed Draw | | | 713,267 | | | | 695,307 | |
AxiomSL Group, Inc. | Revolver | | | 731,098 | | | | 712,690 | |
Blackbird Purchaser, Inc. | Delayed Draw | | | 10,713,282 | | | | 10,282,858 | |
BCPE North Star US Holdings Co. | Delayed Draw | | | 2,210,526 | | | | 2,097,845 | |
Beacon Mobility Corp. | Revolver | | | 1,000,000 | | | | 979,820 | |
Bendon | Revolver | | | 1,800,000 | | | | 1,727,682 | |
Benefit Street Technology | Delayed Draw | | | 19,550,861 | | | | 19,166,841 | |
Benefit Street Technology | Revolver | | | 2,666,667 | | | | 2,619,518 | |
Berlin Packaging LLC | Second Lien Term Loan | | | 2,828,099 | | | | 2,685,718 | |
Beta Plus Technologies, Inc. | Revolver | | | 6,700,000 | | | | 6,549,462 | |
BetterCloud, Inc. | Revolver | | | 3,801,052 | | | | 3,724,415 | |
BetterCloud, Inc. | Revolver | | | 2,512,669 | | | | 2,462,009 | |
Bigtime Software, Inc. | Revolver | | | 2,327,586 | | | | 2,268,874 | |
Biocare Medical LLC | Revolver | | | 2,777,778 | | | | 2,721,721 | |
BlueHalo Global Holdings, LLC | Revolver | | | 341,663 | | | | 333,231 | |
Bounteous, Inc. | Delayed Draw | | | 4,300,000 | | | | 4,221,823 | |
Bounteous, Inc. | Revolver | | | 888,000 | | | | 871,856 | |
BusinesSolver.com, Inc. | Delayed Draw | | | 1,378,788 | | | | 1,331,526 | |
Caldwell & Gregory LLC | Delayed Draw | | | 2,000,000 | | | | 1,979,636 | |
Carevet LLC | Delayed Draw | | | 4,530,505 | | | | 4,504,264 | |
CC SAG Acquisition Corp. | Delayed Draw | | | 2,437,063 | | | | 2,368,971 | |
CC SAG Acquisition Corp. | Revolver | | | 699,301 | | | | 679,762 | |
CC WDW Borrower, Inc. | Delayed Draw | | | 1,631,196 | | | | 1,603,520 | |
Cerity Partners, LLC | Delayed Draw | | | 709,108 | | | | 697,965 | |
Cerity Partners, LLC | Revolver | | | 443,192 | | | | 431,822 | |
CFGI Holdings, LLC | Delayed Draw | | | 2,189,781 | | | | 2,101,803 | |
CFGI Holdings, LLC | Revolver | | | 1,751,825 | | | | 1,681,443 | |
Cherry Bekaert Advisory LLC | Delayed Draw | | | 4,746,835 | | | | 4,698,590 | |
Cherry Bekaert Advisory LLC | Revolver | | | 1,898,734 | | | | 1,860,452 | |
Citrin Cooperman Advisors, LLC | Delayed Draw | | | 17,793,939 | | | | 17,506,994 | |
Citrin Cooperman Advisors LLC | Delayed Draw | | | 2,647,908 | | | | 2,604,474 | |
79
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
Cleo Communications Holding, LLC | Revolver | | $ | 2,140,000 | | | $ | 2,078,627 | |
Club Car Wash | Delayed Draw | | | 2,560,529 | | | | 2,483,713 | |
Community Medical Acquisition Corp. | Delayed Draw | | | 4,333,814 | | | | 4,148,863 | |
Community Medical Acquisition Corp. | Revolver | | | 3,683,963 | | | | 3,526,745 | |
Connect America.com, LLC | Revolver | | | 254,803 | | | | 247,114 | |
Consolidated Label Co. | Revolver | | | 1,339,286 | | | | 1,322,301 | |
Consolidated Label Co. | Revolver | | | 578,516 | | | | 571,180 | |
CORA Health Holdings Corp. | Delayed Draw | | | 5,169,567 | | | | 5,078,165 | |
CORA Health Holdings Corp. | Revolver | | | 338,462 | | | | 332,478 | |
Coretrust Purchasing Group LLC | Delayed Draw | | | 596,443 | | | | 587,496 | |
Coretrust Purchasing Group LLC | Revolver | | | 250,000 | | | | 242,500 | |
Coretrust Purchasing Group LLC | Delayed Draw | | | 2,819,549 | | | | 2,777,256 | |
Coretrust Purchasing Group LLC | Revolver | | | 2,819,549 | | | | 2,734,962 | |
Covaris Intermediate 3, LLC | Delayed Draw | | | 5,921,053 | | | | 5,776,879 | |
Covaris Intermediate 3, LLC | Revolver | | | 789,474 | | | | 762,470 | |
Covercraft Parent II | Delayed Draw | | | 2,225,000 | | | | 2,177,809 | |
CPF Dental, LLC | Delayed Draw | | | 2,857,942 | | | | 2,788,839 | |
CPF Dental, LLC | Delayed Draw | | | 15,225 | | | | 14,857 | |
Credit Connection, LLC | Revolver | | | 600,000 | | | | 594,431 | |
CRS TH Holdings Corp | Revolver | | | 4,237,288 | | | | 4,101,787 | |
D4C Dental Brands, Inc. | Delayed Draw | | | 492,843 | | | | 492,524 | |
D4C Dental Brands, Inc. | Revolver | | | 535,714 | | | | 532,175 | |
DataLink, LLC | Revolver | | | 310,484 | | | | 291,801 | |
DCA Holdings LLC | Delayed Draw | | | 652,787 | | | | 640,462 | |
Deca Dental Holdings, LLC | Delayed Draw | | | 3,333,333 | | | | 3,299,393 | |
Deca Dental Holdings, LLC | Revolver | | | 592,593 | | | | 586,559 | |
Denali Midco 2 LLC | Delayed Draw | | | 7,500,000 | | | | 7,246,342 | |
Diligent Corporation | Delayed Draw | | | 710,400 | | | | 705,706 | |
DOCS MSO LLC | Delayed Draw | | | 3,629,032 | | | | 3,528,584 | |
DOCS MSO LLC | Revolver | | | 967,742 | | | | 940,956 | |
DOCS MSO LLC | Delayed Draw | | | 2,419,355 | | | | 2,352,390 | |
DOCS MSO LLC | Revolver | | | 645,161 | | | | 627,304 | |
DTI Holdco, Inc. | Revolver | | | 381,012 | | | | 375,231 | |
Dwyer Instruments, Inc. | Delayed Draw | | | 1,912,916 | | | | 1,893,475 | |
Dwyer Instruments, Inc. | Revolver | | | 807,011 | | | | 790,742 | |
Dwyer Instruments, Inc. | Revolver | | | 1,620,617 | | | | 1,587,942 | |
EAP Holdco, LLC | Delayed Draw | | | 989,658 | | | | 977,107 | |
80
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
EAP Holdco, LLC | Revolver | | $ | 1,604,341 | | | $ | 1,583,995 | |
Easy Ice, LLC | Delayed Draw | | | 6,134,165 | | | | 6,093,636 | |
EdgeCo Buyer, Inc. | Delayed Draw | | | 10,000,000 | | | | 9,728,356 | |
EDPO, LLC | Delayed Draw | | | 1,006,667 | | | | 991,394 | |
Emburse, Inc. | Delayed Draw | | | 1,209,677 | | | | 1,189,294 | |
Emburse, Inc. | Revolver | | | 604,839 | | | | 594,647 | |
Emmes Blocker, Inc. | Delayed Draw | | | 11,222,326 | | | | 11,073,547 | |
Emmes Blocker, Inc. | Delayed Draw | | | 5,487,805 | | | | 5,415,051 | |
ERC Holdings, LLC | Delayed Draw | | | 2,201,183 | | | | 2,112,747 | |
ERC Holdings, LLC | Revolver | | | 1,420,118 | | | | 1,363,063 | |
ERC Holdings, LLC | Revolver | | | 6,657,924 | | | | 6,390,431 | |
ESG Investments, Inc | Delayed Draw | | | 8,035,714 | | | | 7,672,695 | |
ESG Investments, Inc | Revolver | | | 2,142,857 | | | | 2,046,052 | |
Explorer Investor, Inc. | Delayed Draw | | | 5,232,558 | | | | 4,890,115 | |
FLS Holding, Inc. | Revolver | | | 2,000,000 | | | | 1,959,439 | |
Fingerpaint Marketing, Inc. | Delayed Draw | | | 9,167,014 | | | | 8,936,194 | |
Fingerpaint Marketing, Inc. | Revolver | | | 1,680,108 | | | | 1,637,803 | |
FSS Buyer LLC | Revolver | | | 920,223 | | | | 903,493 | |
Fortis Solutions Group, LLC | Delayed Draw | | | 10,000,000 | | | | 9,902,037 | |
Fortis Solutions Group, LLC | Delayed Draw | | | 602,699 | | | | 592,285 | |
Fortis Solutions Group, LLC | Revolver | | | 1,679,160 | | | | 1,650,146 | |
Fortis Life Sciences, LLC | Delayed Draw | | | 11,106,063 | | | | 10,937,459 | |
Fortis Life Sciences, LLC | Revolver | | | 1,217,391 | | | | 1,198,910 | |
FYi Eye Care Services and Products, Inc. | Delayed Draw | | | 4,210,526 | | | | 2,980,510 | |
Gainsight, Inc. | Revolver | | | 2,625,000 | | | | 2,547,385 | |
Galway Borrower, LLC | Delayed Draw | | | 8,930 | | | | 8,683 | |
Galway Borrower, LLC | Delayed Draw | | | 52,734 | | | | 51,274 | |
Galway Borrower, LLC | Revolver | | | 694,552 | | | | 675,327 | |
Galway Borrower, LLC | Revolver | | | 814,315 | | | | 791,776 | |
Galway Borrower, LLC | Revolver | | | 293,856 | | | | 285,723 | |
Galway Borrower, LLC | Delayed Draw | | | 692,815 | | | | 673,639 | |
Galway Borrower, LLC | Revolver | | | 879,765 | | | | 855,414 | |
Gateway US Holdings, Inc. | Delayed Draw | | | 1,176,273 | | | | 1,150,432 | |
Gateway US Holdings, Inc. | Revolver | | | 409,091 | | | | 400,104 | |
Govdelivery Holdings, LLC | Delayed Draw | | | 3,334,737 | | | | 3,312,704 | |
Govdelivery Holdings, LLC | Revolver | | | 536,402 | | | | 532,858 | |
GovBrands Intermediate, Inc. | Delayed Draw | | | 905,972 | | | | 872,472 | |
81
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
GovBrands Intermediate, Inc. | Revolver | | $ | 662,278 | | | $ | 637,789 | |
Graffiti Buyer, Inc. | Delayed Draw | | | 5,044,643 | | | | 4,955,450 | |
Graffiti Buyer, Inc. | Revolver | | | 1,303,199 | | | | 1,280,158 | |
GSV Holding, LLC | Delayed Draw | | | 24,000,000 | | | | 23,319,018 | |
Higginbotham Insurance Agency, Inc. | Delayed Draw | | | 23,012,034 | | | | 22,746,338 | |
Higginbotham Insurance Agency, Inc. | Delayed Draw | | | 12,900,000 | | | | 12,751,057 | |
HPS Specialty Loan Fund V Feeder LP | First Lien Term Loan | | | 80,625,000 | | | | 80,625,000 | |
HPS Technology | Delayed Draw | | | 20,744,922 | | | | 23,010,114 | |
HSI Halo Acquisition, Inc. | Revolver | | | 875,000 | | | | 856,442 | |
HS Spa Holdings, Inc. | Revolver | | | 311,429 | | | | 303,264 | |
iCIMS, Inc. | Revolver | | | 184,671 | | | | 182,569 | |
iCIMS, Inc. | Revolver | | | 1,904,761 | | | | 1,858,674 | |
Iconic Purchaser Corporation | Revolver | | | 1,230,769 | | | | 1,178,614 | |
Isaac Heating & Air Conditioning | Delayed Draw | | | 947,368 | | | | 935,354 | |
Isaac Heating & Air Conditioning | Revolver | | | 2,368,421 | | | | 2,338,385 | |
Imagine Acquisitionco, Inc. | Delayed Draw | | | 1,607,717 | | | | 1,575,273 | |
Imagine Acquisitionco, Inc. | Revolver | | | 1,157,556 | | | | 1,134,196 | |
Indigo Buyer, Inc. | Delayed Draw | | | 5,000,000 | | | | 4,925,697 | |
Indigo Buyer, Inc. | Revolver | | | 1,666,667 | | | | 1,625,314 | |
Innovetive Petcare, LLC | Delayed Draw | | | 4,220,317 | | | | 4,169,230 | |
Integrated Oncology Network, LLC | Revolver | | | 83,957 | | | | 83,402 | |
ISS Compressors Industries, Inc. | Revolver | | | 83,333 | | | | 80,510 | |
IG Investments | Revolver | | | 722,543 | | | | 684,845 | |
insightsoftware | Delayed Draw | | | 1,999,993 | | | | 1,976,829 | |
insightsoftware | Revolver | | | 209,340 | | | | 206,915 | |
Integrity Marketing Acquisition, LLC | Delayed Draw | | | 19,764,786 | | | | 19,563,901 | |
Integrated Oncology Network, LLC | Delayed Draw | | | 1,355,681 | | | | 1,346,724 | |
Integrated Oncology Network, LLC | Revolver | | | 134,701 | | | | 133,811 | |
Integrated Power Services | Revolver | | | 2,730,835 | | | | 2,672,915 | |
Invicti Intermediate 2, LLC | Revolver | | | 1,090,909 | | | | 1,056,986 | |
IQN Holding Corp. | Delayed Draw | | | 1,443,850 | | | | 1,421,558 | |
IQN Holding Corp. | Revolver | | | 577,540 | | | | 565,766 | |
IvyRehab Intermediate II, LLC | Delayed Draw | | | 4,221,491 | | | | 4,094,093 | |
IvyRehab Intermediate II, LLC | Revolver | | | 3,837,719 | | | | 3,683,533 | |
J S Held, LLC | Delayed Draw | | | 9,193,508 | | | | 9,087,360 | |
JTM Foods, LLC | Revolver | | | 559,597 | | | | 553,725 | |
JTM Foods, LLC | Delayed Draw | | | 386,122 | | | | 377,365 | |
82
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
JTM Foods, LLC | Revolver | | $ | 559,597 | | | $ | 546,906 | |
Kaseya, Inc. | Delayed Draw | | | 4,100,000 | | | | 4,058,790 | |
Kaseya, Inc. | Revolver | | | 4,100,000 | | | | 4,028,119 | |
KBP Brands, LLC | Delayed Draw | | | 17,810,349 | | | | 17,183,824 | |
KBP Investments LLC | Delayed Draw | | | 3,444,691 | | | | 3,350,440 | |
Keystone Agency Investors | Delayed Draw | | | 8,286,504 | | | | 8,109,414 | |
Keystone Acquisition Corp. | Delayed Draw | | | 3,260,870 | | | | 3,170,612 | |
Keystone Acquisition Corp. | Revolver | | | 1,630,435 | | | | 1,585,306 | |
Komline-Sanderson Group, Inc. | Delayed Draw | | | 4,687,500 | | | | 4,617,242 | |
Komline-Sanderson Group, Inc. | Revolver | | | 1,171,875 | | | | 1,154,310 | |
KPSKY Acquisition, Inc. | Delayed Draw | | | 4,375,000 | | | | 4,317,994 | |
KWOR Acquisition, Inc. | Delayed Draw | | | 15,313,231 | | | | 15,078,935 | |
KWOR Acquisition, Inc. | Revolver | | | 1,497,418 | | | | 1,459,535 | |
Life Science Intermediate Holdings, LLC | Delayed Draw | | | 6,000,000 | | | | 5,779,023 | |
Life Science Intermediate Holdings, LLC | Delayed Draw | | | 1,486,000 | | | | 1,630,716 | |
Life Science Intermediate Holdings, LLC | Delayed Draw | | | 1,553,797 | | | | 1,527,101 | |
Life Science Intermediate Holdings, LLC | Revolver | | | 188,281 | | | | 185,046 | |
Life Science Intermediate Holdings, LLC | Delayed Draw | | | 3,750,000 | | | | 3,685,572 | |
Life Science Intermediate Holdings, LLC | Revolver | | | 468,376 | | | | 460,329 | |
Life Science Intermediate Holdings, LLC | Delayed Draw | | | 6,550,650 | | | | 6,438,104 | |
Lithium Technologies, LLC | Revolver | | | 367,018 | | | | 362,840 | |
LMG Holdings, Inc. | Revolver | | | 194,286 | | | | 191,249 | |
LOC Performance Products | Revolver | | | 3,213,443 | | | | 3,161,412 | |
Premier Imaging, LLC | Delayed Draw | | | 10,332,779 | | | | 10,175,914 | |
Majco LLC | Delayed Draw | | | 6,583,333 | | | | 6,351,748 | |
Majco LLC | Revolver | | | 1,200,000 | | | | 1,151,788 | |
Marcone Yellowstone Buyer, Inc. | Delayed Draw | | | 4,139,091 | | | | 4,014,179 | |
Margaritaville Enterprises LLC | Delayed Draw | | | 5,108,297 | | | | 5,054,467 | |
Margaritaville Enterprises LLC | Revolver | | | 312,500 | | | | 306,870 | |
MB2 Dental Solutions, LLC | Delayed Draw | | | 6,250,000 | | | | 6,187,686 | |
MBS Holdings, Inc. | Revolver | | | 1,271,186 | | | | 1,248,711 | |
Mc Group Ventures Corporation | Delayed Draw | | | 4,519,231 | | | | 4,486,770 | |
Mclarens Midco, Inc. | Revolver | | | 3,485,026 | | | | 3,411,110 | |
MedMark Services, Inc. | Delayed Draw | | | 3,446,509 | | | | 3,393,430 | |
MedMark Services, Inc. | Delayed Draw | | | 415,962 | | | | 409,555 | |
Mindbody, Inc. | Revolver | | | 1,428,571 | | | | 1,392,601 | |
MN Acquisition, Inc. | Revolver | | | 2,500,000 | | | | 2,437,815 | |
83
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
ManTech International Corporation | Delayed Draw | | $ | 13,379,260 | | | $ | 13,181,820 | |
ManTech International Corporation | Revolver | | | 5,689,166 | | | | 5,548,591 | |
Motion & Control Enterprises LLC | Revolver | | | 1,224,685 | | | | 1,196,518 | |
MRI Software LLC | Delayed Draw | | | 11,885,000 | | | | 11,701,406 | |
MRI Software LLC | Revolver | | | 2,159,885 | | | | 2,114,075 | |
NCWS Intermediate, Inc. | Delayed Draw | | | 30,884 | | | | 30,229 | |
National Dentex Labs LLC | Delayed Draw | | | 390,805 | | | | 381,023 | |
Netwrix Corporation And Concept Searching Inc. | Delayed Draw | | | 15,308,156 | | | | 15,165,950 | |
Netwrix Corporation And Concept Searching Inc. | Revolver | | | 2,870,000 | | | | 2,829,051 | |
New Era Merger Sub, Inc. | Delayed Draw | | | 332,030 | | | | 325,529 | |
New Era Merger Sub, Inc. | Revolver | | | 58,641 | | | | 57,493 | |
New Era Merger Sub, Inc. | Revolver | | | 148,393 | | | | 145,488 | |
New ILC Dover, Inc. | Delayed Draw | | | 3,601,785 | | | | 3,525,392 | |
New ILC Dover, Inc. | Revolver | | | 1,138,534 | | | | 1,114,386 | |
NL1 Acquire Corp. | Delayed Draw | | | 1,930,959 | | | | 1,388,592 | |
NL1 Acquire Corp. | Delayed Draw | | | 1,182,780 | | | | 1,114,920 | |
NL1 Acquire Corp. | Revolver | | | 563,195 | | | | 405,005 | |
Novotech (Australia) Pty Limited | Delayed Draw | | | 3,125,000 | | | | 3,044,637 | |
Northstar Recycling | Revolver | | | 2,000,000 | | | | 1,975,636 | |
Oakbridge Insurance Agency LLC | Delayed Draw | | | 13,529,310 | | | | 13,282,905 | |
Oakbridge Insurance Agency LLC | Revolver | | | 482,759 | | | | 470,385 | |
OB Hospitalist Group | Revolver | | | 1,374,046 | | | | 1,344,506 | |
OIA Acquisition, LLC | Delayed Draw | | | 459,000 | | | | 452,032 | |
OIA Acquisition, LLC | Revolver | | | 1,928,571 | | | | 1,899,294 | |
OIS Management Services, LLC | Revolver | | | 1,275,862 | | | | 1,256,493 | |
Oliver Packaging, LLC | Revolver | | | 1,269,841 | | | | 1,248,500 | |
Olympic Buyer, Inc. | Revolver | | | 2,352,941 | | | | 2,283,344 | |
Omni Intermediate Holdings, LLC | Delayed Draw | | | 1,549,296 | | | | 1,530,571 | |
Omni Intermediate Holdings, LLC | Delayed Draw | | | 4,533,321 | | | | 4,478,529 | |
Omni Intermediate Holdings, LLC | Revolver | | | 2,253,521 | | | | 2,203,752 | |
OneCare Media, LLC | Revolver | | | 1,333,333 | | | | 1,310,425 | |
Ons Mso, LLC | Revolver | | | 4,974,466 | | | | 4,868,959 | |
Org USME Buyer, LLC | Delayed Draw | | | 743,478 | | | | 733,245 | |
Org USME Buyer, LLC | Revolver | | | 936,232 | | | | 923,346 | |
Patriot Growth Insurance Services, LLC | Delayed Draw | | | 2,656,432 | | | | 2,602,825 | |
84
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
Patriot Growth Insurance Services, LLC | Delayed Draw | | $ | 35,000,000 | | | $ | 34,450,024 | |
Patriot Growth Insurance Services, LLC | Revolver | | | 2,660,377 | | | | 2,606,690 | |
PC Dreamscape Opco, Inc. | Delayed Draw | | | 3,289,474 | | | | 3,217,210 | |
PC Dreamscape Opco, Inc. | Revolver | | | 1,315,789 | | | | 1,273,885 | |
PCS Software, Inc. | Revolver | | | 363,714 | | | | 361,311 | |
PCX Holding Corp. | Revolver | | | 437,500 | | | | 426,484 | |
PCX Holding Corp. | Delayed Draw | | | 101,563 | | | | 99,055 | |
Pinnacle Dermatology Management, LLC | Delayed Draw | | | 2,542,268 | | | | 2,497,319 | |
Pinnacle Dermatology Management, LLC | Revolver | | | 773,196 | | | | 763,391 | |
PDQ | Revolver | | | 1,764,706 | | | | 1,739,680 | |
Pegasus Global Enterprise Holdings, LLC | Delayed Draw | | | 1,226,320 | | | | 1,201,572 | |
Pegasus Global Enterprise Holdings, LLC | Delayed Draw | | | 1,268,825 | | | | 1,260,442 | |
Peter C. Foy & Associates Insurance Services, LLC | Delayed Draw | | | 12,303,571 | | | | 12,222,281 | |
Pinnacle Fertility, Inc. | Delayed Draw | | | 3,125,000 | | | | 3,039,644 | |
Pinnacle Treatment Centers, Inc. | Revolver | | | 107,143 | | | | 106,435 | |
Polyphase Elevator Holding Company | Delayed Draw | | | 18,593,400 | | | | 18,218,179 | |
Potter Electric Signal Company, LLC | Delayed Draw | | | 2,647,890 | | | | 2,591,729 | |
Potter Electric Signal Company, LLC | Revolver | | | 456,895 | | | | 447,205 | |
PPV Intermediate Holdings LLC | Delayed Draw | | | 7,576,158 | | | | 7,472,116 | |
PPV Intermediate Holdings LLC | Revolver | | | 2,538,076 | | | | 2,477,936 | |
PPV Intermediate Holdings LLC | Delayed Draw | | | 1,245,691 | | | | 1,231,573 | |
PPV Intermediate Holdings LLC | Delayed Draw | | | 1,875,000 | | | | 1,844,581 | |
Prism Parent Co., Inc. | Delayed Draw | | | 601,852 | | | | 595,833 | |
ProcessUnity Holdings, LLC | Delayed Draw | | | 1,000,000 | | | | 955,224 | |
ProcessUnity Holdings, LLC | Revolver | | | 750,000 | | | | 710,194 | |
QF Holdings, Inc. | Revolver | | | 263,158 | | | | 254,558 | |
Quantic Electronics, LLC | Delayed Draw | | | 953,898 | | | | 941,801 | |
Quantic Electronics, LLC | Revolver | | | 57,038 | | | | 56,315 | |
Quantic Electronics, LLC | Revolver | | | 500,000 | | | | 493,659 | |
Quality Automotive Services, LLC | Revolver | | | 1,477,132 | | | | 1,445,803 | |
Race Winning Brands, Inc. | Revolver | | | 2,139,107 | | | | 2,095,939 | |
Radwell International, LLC | Delayed Draw | | | 7,303,400 | | | | 7,110,934 | |
Radwell International, LLC | Revolver | | | 2,921,300 | | | | 2,844,315 | |
Rally Buyer, Inc. | Delayed Draw | | | 3,000,000 | | | | 2,960,164 | |
Rally Buyer, Inc. | Revolver | | | 1,500,000 | | | | 1,465,132 | |
Rally Buyer, Inc. | Delayed Draw | | | 3,364,360 | | | | 3,311,493 | |
85
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
Rally Buyer, Inc. | Revolver | | $ | 1,682,180 | | | $ | 1,639,022 | |
Ranger Buyer, Inc. | Revolver | | | 1,538,462 | | | | 1,528,297 | |
Raven Buyer, Inc. | Revolver | | | 2,045,455 | | | | 2,009,076 | |
RB Holdings Interco, LLC | Delayed Draw | | | 2,770,160 | | | | 2,728,131 | |
RB Holdings Interco, LLC | Revolver | | | 461,693 | | | | 450,096 | |
RCS Healthcare | Revolver | | | 152,778 | | | | 151,768 | |
RCS Industrials | Revolver | | | 285,714 | | | | 283,827 | |
Recorded Future, Inc. | Revolver | | | 178,771 | | | | 175,610 | |
Redwood Services Group, LLC | Delayed Draw | | | 9,608,532 | | | | 9,499,208 | |
RefrigiWear, LLC | Revolver | | | 2,254,976 | | | | 2,215,107 | |
Revalize, Inc. | Delayed Draw | | | 6,665,032 | | | | 6,736,863 | |
Riskonnect Parent, LLC | Delayed Draw | | | 35,294,000 | | | | 34,959,628 | |
Royal Buyer, LLC | Delayed Draw | | | 500,000 | | | | 495,000 | |
Royal Buyer, LLC | Revolver | | | 191,667 | | | | 187,833 | |
RQM Buyer, Inc. | Delayed Draw | | | 4,687,500 | | | | 4,613,413 | |
RSC Acquisition, Inc. | Revolver | | | 8,690,548 | | | | 8,560,291 | |
RSC Acquisition, Inc. | Delayed Draw | | | 2,418,947 | | | | 2,380,822 | |
S4T Holdings Corp. | Delayed Draw | | | 4,545,455 | | | | 4,490,083 | |
Safety Borrower Holdings | Revolver | | | 508,475 | | | | 487,029 | |
SailPoint Technologies, Inc. | Revolver | | | 603,840 | | | | 588,348 | |
SDG Mgmt Company | Delayed Draw | | | 2,672,995 | | | | 2,646,172 | |
SDG Mgmt Company | Revolver | | | 392,799 | | | | 384,929 | |
Securonix, Inc. | Revolver | | | 2,288,135 | | | | 2,264,837 | |
Seismic Software, Inc. | Delayed Draw | | | 1,089,558 | | | | 1,055,677 | |
Seismic Software, Inc. | Revolver | | | 272,390 | | | | 263,919 | |
Seismic Software, Inc. | Delayed Draw | | | 26,204,082 | | | | 25,334,326 | |
Seko Global Logistics Network, LLC | Revolver | | | 32,358 | | | | 31,604 | |
Service Compression, LLC | Delayed Draw | | | 3,953,333 | | | | 3,796,525 | |
Smile Doctors, LLC | Delayed Draw | | | 12,629,747 | | | | 12,374,875 | |
Smile Doctors, LLC | Revolver | | | 1,696,113 | | | | 1,661,885 | |
Sonar Acquisitionco, Inc. | Revolver | | | 2,693,750 | | | | 2,620,627 | |
Sonny’s Enterprises, LLC | Revolver | | | 640,244 | | | | 636,014 | |
Spanx, LLC | Revolver | | | 8,709,567 | | | | 8,453,751 | |
Spartronics LLC | Revolver | | | 478,297 | | | | 475,136 | |
Spirit RR Holdings, Inc. | Delayed Draw | | | 217,352 | | | | 214,092 | |
Spirit RR Holdings, Inc. | Revolver | | | 100,316 | | | | 97,307 | |
Spotless Brands, LLC | Delayed Draw | | | 1,976,809 | | | | 1,957,041 | |
86
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
Spotless Brands, LLC | Revolver | | $ | 69,000 | | | $ | 67,620 | |
Stanton Carpet Corp. | Revolver | | | 1,189,468 | | | | 1,148,809 | |
Summit Buyer, L.L.C | Delayed Draw | | | 3,270,591 | | | | 3,235,238 | |
Summit Buyer, L.L.C | Delayed Draw | | | 3,430,213 | | | | 3,393,134 | |
Summit Buyer, L.L.C | Revolver | | | 1,382,979 | | | | 1,368,030 | |
System Planning and Analysis, Inc. | Delayed Draw | | | 3,643,011 | | | | 3,593,653 | |
System Planning and Analysis, Inc. | Revolver | | | 2,195,341 | | | | 2,149,232 | |
SWK Buyer, Inc. | Delayed Draw | | | 3,070,175 | | | | 2,946,826 | |
SWK Buyer, Inc. | Revolver | | | 70,175 | | | | 67,356 | |
Syntax Systems Ltd. | Delayed Draw | | | 4,950,495 | | | | 4,865,441 | |
Syntax Systems Ltd. | Revolver | | | 660,066 | | | | 648,725 | |
Tamarack Intermediate, L.L.C. | Revolver | | | 3,023,438 | | | | 2,930,988 | |
Tank Holding Corp. | Revolver | | | 1,780,415 | | | | 1,737,816 | |
The Smilist Management, Inc. | Delayed Draw | | | 338,271 | | | | 335,133 | |
The Smilist Management, Inc. | Delayed Draw | | | 3,560,749 | | | | 3,527,714 | |
The Smilist Management, Inc. | Revolver | | | 356,075 | | | | 352,771 | |
The Vertex Companies, Inc. | Delayed Draw | | | 820,565 | | | | 740,493 | |
The Vertex Companies, Inc. | Revolver | | | 1,043,478 | | | | 941,654 | |
TheKey, LLC | Delayed Draw | | | 20,573,644 | | | | 20,257,540 | |
THG Acquisition, LLC | Delayed Draw | | | 11,109,588 | | | | 10,940,930 | |
THG Acquisition, LLC | Revolver | | | 743,884 | | | | 732,591 | |
Thunder Purchase, Inc. | Revolver | | | 1,136,691 | | | | 1,112,582 | |
TigerConnect, Inc. | Delayed Draw | | | 541,406 | | | | 534,693 | |
TigerConnect, Inc. | Revolver | | | 1,875,000 | | | | 1,814,716 | |
Tilley Chemical Co., Inc. | Revolver | | | 457,629 | | | | 448,591 | |
Tilley Chemical Co., Inc. | Revolver | | | 711,868 | | | | 697,809 | |
Time Manufacturing Acquisition, LLC | Revolver | | | 1,260,274 | | | | 1,218,886 | |
Titan Group Holdco, LLC | Delayed Draw | | | 321,317 | | | | 315,636 | |
Titan Group Holdco, LLC | Delayed Draw | | | 3,750,000 | | | | 3,683,697 | |
Titan Group Holdco, LLC | Revolver | | | 1,950,000 | | | | 1,915,522 | |
TMC Buyer, Inc. | Delayed Draw | | | 253,834 | | | | 220,835 | |
Trackforce Acquireco, Inc. | Revolver | | | 1,113,074 | | | | 1,090,632 | |
Tribute Technology Holdings, LLC | Revolver | | | 3,487,842 | | | | 3,413,866 | |
Trident Maritime Systems, Inc. | Revolver | | | 222,222 | | | | 220,182 | |
Trident Maritime Systems, Inc. | Revolver | | | 777,778 | | | | 770,636 | |
Troy Gastroenterology, P.C. | Delayed Draw | | | 2,561,576 | | | | 2,544,652 | |
Troy Gastroenterology, P.C. | Revolver | | | 394,089 | | | | 391,485 | |
87
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrower | Type | | Principal Amount | | | Value | |
Trunk Acquisition, Inc. | Revolver | | $ | 1,193,049 | | | $ | 1,185,166 | |
Trunk Acquisition, Inc. | Revolver | | | 2,500,000 | | | | 2,483,482 | |
Transtar Holding Company | Delayed Draw | | | 1,448,276 | | | | 1,414,850 | |
Turbo Buyer, Inc. | Delayed Draw | | | 4,733,333 | | | | 4,580,550 | |
TurningPoint Healthcare Solutions, LLC | Revolver | | | 1,816,524 | | | | 1,777,996 | |
The Ultimus Group Midco, LLC | Revolver | | | 1,424,528 | | | | 1,394,315 | |
United Musculoskeletal Partners Acquisition Holdings, LLC | Delayed Draw | | | 3,600,543 | | | | 3,563,948 | |
United Musculoskeletal Partners Acquisition Holdings, LLC | Revolver | | | 1,724,138 | | | | 1,689,376 | |
Uniguest | Delayed Draw | | | 605,263 | | | | 600,311 | |
Uniguest | Revolver | | | 526,316 | | | | 522,272 | |
Urology Management Holdings, Inc. | Delayed Draw | | | 1,287,014 | | | | 1,232,089 | |
Urology Management Holdings, Inc. | Revolver | | | 1,190,476 | | | | 1,139,671 | |
USRP Holdings, Inc. | Delayed Draw | | | 6,892,844 | | | | 6,746,649 | |
USRP Holdings, Inc. | Revolver | | | 645,161 | | | | 628,288 | |
USRP Holdings, Inc. | Revolver | | | 3,145,613 | | | | 3,063,345 | |
Vale Insurance Services LLC | Revolver | | | 2,204,403 | | | | 2,189,839 | |
Vardiman Black Holdings, LLC | Delayed Draw | | | 11,642,397 | | | | 11,426,610 | |
V Global Holdings LLC | Revolver | | | 11,817,844 | | | | 11,506,579 | |
Vital Care Buyer, LLC | Revolver | | | 1,777,778 | | | | 1,751,322 | |
VRC Companies, LLC | Delayed Draw | | | 4,482,799 | | | | 4,414,826 | |
VRC Companies, LLC | Revolver | | | 531,250 | | | | 523,195 | |
VSG Acquisition Corp. | Delayed Draw | | | 8,003,333 | | | | 7,786,875 | |
VSG Acquisition Corp. | Revolver | | | 735,000 | | | | 715,121 | |
Water Holdings Acquisition, LLC | Delayed Draw | | | 3,817,808 | | | | 3,758,027 | |
Water Holdings Acquisition, LLC | Revolver | | | 519,305 | | | | 511,174 | |
Web P.T., Inc. | Revolver | | | 1,058,036 | | | | 1,030,126 | |
World Insurance Associates, LLC | Delayed Draw | | | 15,094,109 | | | | 14,994,381 | |
World Insurance Associates, LLC | Delayed Draw | | | 14,937,652 | | | | 14,743,014 | |
Wealth Enhancement Group, LLC | Revolver | | | 439,990 | | | | 435,503 | |
Wealth Enhancement Group, LLC | Delayed Draw | | | 7,203,316 | | | | 7,147,769 | |
WorkForce Software, LLC | Revolver | | | 154,412 | | | | 150,524 | |
Xeris Pharmaceuticals, Inc. | Delayed Draw | | | 8,333,333 | | | | 8,154,247 | |
Xifin, Inc. | Delayed Draw | | | 1,649,591 | | | | 1,598,295 | |
Xifin, Inc. | Revolver | | | 2,055,992 | | | | 1,992,058 | |
Zavation Medical Products, LLC | Revolver | | | 1,621,622 | | | | 1,592,950 | |
Total | | | $ | 1,538,049,065 | | | $ | 1,506,509,839 | |
88
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Valuation of Investments
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the Investment Company Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the Investment Company Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. Effective September 8, 2022, and pursuant to the requirements of Rule 2a-5, the Board designated the Investment Manager as its valuation designee to perform fair value determinations and approved new Valuation Procedures for the Fund. The Board of Trustees of the Fund (the “Board”) has approved the valuation policy and procedures for the Fund (the “Valuation Procedures”). Under the Valuation Procedures adopted by the Board, the Board has delegated day-to-day responsibility for fair value determinations and pricing to the Investment Manager subject to the oversight of the Board (the “Valuation Designee”). 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.
Corporate loans are generally valued using unobservable pricing inputs received from the Sub-Advisers or the Fund’s investment partners. The Investment Manager will continuously monitor the valuations of Fund investments provided by the Sub-Advisers and investment partners 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 or investment partner 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 or investment partner, 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 Investment Manager may choose to value certain immaterial direct corporate loans internally upon approval 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 and investment partners. Additionally, the values of the Funds’ 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.
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.
89
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
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 Valuation Designee 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 Valuation Designee 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 14 thereto. For the six months ended September 30, 2022, the average balance outstanding and weighted average interest rate were $4,682,951 and 2.93%, respectively.
| | September 30, 2022 | |
| | 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 | | $ | — | | | $ | — | | | $ | 3,960,000 | | | $ | — | | | $ | 3,960,000 | |
Total | | $ | — | | | $ | — | | | $ | 3,960,000 | | | $ | — | | | $ | 3,960,000 | |
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 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.
90
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
Borrowing, Use of Leverage
On March 29, 2022, the Fund and certain of its wholly-owned subsidiaries (“Guarantors”) entered into a senior secured credit facility (the “Facility”) with Massachusetts Mutual Life Insurance Company as a joint lead arranger, PNC Bank, National Association (“PNC”) as administrative agent and joint lead arranger and with certain lenders from time to time as parties thereto (the “Lenders”). The Facility provides for borrowings on a committed basis in an aggregate principal amount up to $2,340,000,000. Under the Facility, the Fund has received a single 7-year term loan in the amount of $500,000,000 (“Term Loan”) and may borrow up to an additional $1,840,000,000 on a revolving basis (the “Revolving Loan”). The Revolving Loan may be increased from time to time in an aggregate of up to $2,500,000,000 on an uncommitted basis. The Revolving Loan matures on March 28, 2027, and the Term Loan matures on March 28, 2029.
In connection with the Facility and Notes (discussed below under “Senior Notes”), the Fund and Guarantors have made certain customary representations and warranties and are required to comply with various customary covenants, reporting requirements and other requirements. The Facility and Notes each contain 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 the Guarantors or the Fund; or (iii) a change of management of the Fund. Upon the occurrence and during the continuation of an event of default, the Lenders or Note holders may declare the outstanding advances and all other obligations under the Facility and the Notes, respectively, immediately due and payable or incur a penalty rate of interest. The Facility and/or Notes may in the future be replaced or refinanced by entering into one or more new credit facilities or by the issuance of new debt securities, in each case having substantially different terms from the current Facility and Notes. For the six months ended September 30, 2022, the average balance outstanding, maximum amount borrowed and weighted average interest rate were $1,490,928,961, $1,525,000,000 and 3.76%, respectively. In addition, the interest rate at period end on the Term Loan and weighted average interest rate on the Revolving Loan were 5.71% and 4.55%, respectively. The interest expense during the six months ended September 30, 2022, was $28,119,922. Commitment fees incurred are prepaid and amortized over the term of the loan. For the six months ended September 30, 2022, fees were $671,610. Unused commitment fees for the six months ended September 30, 2022 were $396,771.
Certain Fund investments are held by CCLF 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.
Secured Borrowings
From time to time, the Fund may engage in sale/buy-back agreements, which are a type of secured borrowing. The amount, interest rate and terms of these agreements will be individually negotiated on a transaction-by-transaction basis. Each borrowing is secured by an interest in an underlying asset which is participated or assigned to the sale/buy-back counter party for the duration of the agreement.
On August 12, 2022, the Fund entered into sale/buy-back agreements with Macquarie US Trading LLC (“Macquarie”), and pursuant to such agreements, the Fund assigned certain assets to Macquarie, with a corresponding repurchase obligation at an agreed-upon price within 120 days after the sale date (the “Macquarie Sale/Buy-Back”). The Macquarie Sale/Buy-Back has a funding cost of 1.6772 basis points (0.016772%) per day and is not subject to any additional fees. As of September
91
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
30, 2022, secured borrowings pursuant to the Macquarie Sale/Buy-Back were $299,509,022 with a maturity of 30-90 days. Interest expense on secured borrowings for the six months ended September 30, 2022 were $5,455,057. Secured borrowings outstanding as of September 30, 2022 with Macquarie were as follows:
Loan Name | | Trade Date | | | Maturity Date | | | Amount | |
Anaplan, Inc. | | | August 12, 2022 | | | | December 10, 2022 | | | $ | 19,920,000 | |
Gainsight, Inc. | | | August 12, 2022 | | | | December 10, 2022 | | | | 16,465,342 | |
Kaseya, Inc. | | | August 12, 2022 | | | | December 10, 2022 | | | | 52,691,840 | |
KWOR Acquisition, Inc. | | | August 12, 2022 | | | | December 10, 2022 | | | | 9,945,966 | |
Marcone Yellowstone Buyer, Inc. | | | August 12, 2022 | | | | December 10, 2022 | | | | 17,173,097 | |
Project Leopard Holdings, Inc. | | | August 12, 2022 | | | | December 10, 2022 | | | | 44,640,000 | |
PT Intermediate Holdings III, LLC | | | August 12, 2022 | | | | December 10, 2022 | | | | 17,161,628 | |
Radwell International, LLC | | | August 12, 2022 | | | | December 10, 2022 | | | | 42,812,375 | |
Tank Holding Corp. | | | August 12, 2022 | | | | December 10, 2022 | | | | 49,108,973 | |
User Zoom Technologies, Inc. | | | August 12, 2022 | | | | December 10, 2022 | | | | 29,589,801 | |
Total | | | | | | | | | | $ | 299,509,022 | |
Senior Notes
On March 29, 2022, the Fund issued Series A Senior Secured Notes (the “Notes”) in a private placement to qualified institutional purchasers in the aggregate principal amount of $650 million, maturing on March 28, 2027. On June 7, 2022, the Fund issued additional notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $250 million, maturing on March 28, 2027. On July 22, 2022, the Fund issued additional notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $635 million with various maturities. On September 29, 2022, the Fund issued additional notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $50 million with various maturities. The obligations of the Fund and each of the Guarantors under the Facility and the Notes are secured by a first-priority security interest on substantially all of the assets of the Fund and each of the Guarantors.
The table below sets forth a summary of the key terms of the series of Notes outstanding at September 30, 2022.
Series | | Principal Outstanding September 30, 2022 | | | Payment Frequency | | | Unamortized Offering Costs | | | Value September 30, 2022 | | | Fixed Interest Rate | | Maturity Date | |
A | | $ | 650,000,000 | | | | Semi-Annual | | | $ | 185,000 | | | $ | 617,554,514 | | | | 4.10% | | | March 28, 2027 | |
A | | | 250,000,000 | | | | Semi-Annual | | | | — | | | | 243,217,798 | | | | 4.10% | | | March 28, 2027 | |
A | | | 215,000,000 | | | | Semi-Annual | | | | 107,500 | | | | 211,370,985 | | | | 5.44% | | | July 19, 2025 | |
A | | | 130,000,000 | | | | Semi-Annual | | | | 65,000 | | | | 126,921,561 | | | | 5.50% | | | July 19, 2026 | |
A | | | 130,000,000 | | | | Semi-Annual | | | | 65,000 | | | | 126,015,807 | | | | 5.61% | | | July 19, 2027 | |
A | | | 160,000,000 | | | | Semi-Annual | | | | 80,000 | | | | 153,412,911 | | | | 5.72% | | | July 19, 2029 | |
A | | | 10,000,000 | | | | Semi-Annual | | | | 5,000 | | | | 9,755,283 | | | | 5.50% | | | July 19, 2026 | |
A | | | 40,000,000 | | | | Semi-Annual | | | | 20,000 | | | | 38,318,857 | | | | 5.72% | | | July 19, 2029 | |
92
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
2. Significant Accounting Policies (continued)
The carrying value is inclusive of ($57,904,784) which represents an adjustment due to a hedge accounting relationship. The value presented above approximates fair value and reflects the carrying amount of the liability as reported on the Consolidated Statement of Assets and Liabilities. The Fund categorizes the Notes as Level 2 securities within the fair value hierarchy.
The Fund shall at all times maintain a current rating given by a Nationally Recognized Statistical Rating Organization (an “NRSRO”) of at least Investment Grade with respect to the Notes and shall not at any time have any rating given by a NRSRO of less than Investment Grade with respect to the Notes. The Notes have been assigned an ‘AA’ long-term rating by Kroll Bond Rating Agency, LLC.
In keeping with the Investment Company Act requirement that the Fund may not issue more than one class of senior securities constituting indebtedness, the Facility and Notes rank pari passu with each other, and the lien on the Fund’s assets securing the Notes is equal and ratable with the lien securing the Facility. The Facility and Notes are senior in all respects to the Fund’s outstanding shares with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Fund.
The Fund complies with Section 8 and Section 18 of the Investment Company Act, governing investment policies and capital structure and leverage, respectively, on an aggregate basis with the Guarantors. The Guarantors also comply with Section 17 of the Investment Company Act relating to affiliated transactions and custody.
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.
LIBOR Risk
LIBOR has been 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 have historically paid interest at floating rates based on LIBOR or may have been subject to interest caps or floors based on LIBOR. The Fund and issuers of instruments in which the Fund invests may have also historically obtained financing at floating rates based on LIBOR. The underlying collateral of CLOs in which the Fund invests have also paid interest at floating rates based on LIBOR. In July of 2017, the head of the UK Financial Conduct Authority (“FCA”) announced a desire to phase out the use of LIBOR by the end of 2021. On March 5, 2021, ICE announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of the 1-week and 2-month U.S. dollar LIBOR settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar LIBOR settings.
On July 29, 2021, the U.S. Federal Reserve, in connection with the Alternative Reference Rates Committee (“ARRC”), a steering committee comprised of large U.S. financial institutions, formally recommended the forward-looking Secured Overnight Financing Rate (“SOFR”) term rates proposed by CME Group, Inc. as the replacement for U.S. dollar LIBOR, marking the final step in the ARRC’s Paced Transition Plan implemented to encourage the adoption of SOFR. In addition, as of the date of this prospectus, the current nominated replacement for GBP-LIBOR is the Sterling Overnight Interbank Average Rate (“SONIA”). In July 2020, Bloomberg began publishing fall-backs that the International Swaps and Derivatives Association (“ISDA”) intends to implement in lieu of LIBOR with respect to swaps and derivatives. Given the inherent differences between LIBOR and SOFR, or any other alternative Benchmark Rate that may be established, including SONIA, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. In many cases, the nominated replacements, as well as other potential replacements, are not complete or ready to implement and require margin adjustments. There is
93
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
3. Principal Risks (continued)
currently no final consensus as to which Benchmark Rate(s) (along with any adjustment and/or permutation thereof) will replace all or any LIBOR tenors after the discontinuation thereof and there can be no assurance that any such replacement Benchmark Rate(s) will attain market acceptance.
Any transition away from LIBOR to one or more alternative Benchmark Rates is complex and could have a material adverse effect on the Fund’s business, financial condition and results of operations, including, without limitation, as a result of any changes in the pricing and/or availability of the Fund’s investments, negotiations and/or changes to the documentation for certain of the Fund’s investments, the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation, basis risks between investments and hedges, basis risks within investments (e.g., securitizations), costs of modifications to processes and systems, and/or costs of administrative services and operations, including monitoring of recommended conventions and Benchmark Rates, or any component of or adjustment to the foregoing.
It is not possible to predict whether there will be any further changes in the methods pursuant to which the LIBOR rates are determined and any other reforms to LIBOR that will be enacted in the United States, the U.K. or elsewhere, or the effects thereof. Any such changes or further reforms to LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR rates, which could have a material adverse impact on the value of the Fund’s investments and any payments linked to LIBOR thereunder.
LIBOR is likely to perform differently than in the past until the final phase-outs in 2023 and, ultimately, will cease to exist as a global benchmark going forward. Until an alternative Benchmark Rate(s) becomes generally accepted and regularly implemented in the market, the uncertainty as to the future of LIBOR, its eventual phase-out, the transition to one or more alternate Benchmark Rate(s), and the implementation of such new Benchmark Rate(s) may impact a number of factors, which, either alone or in the aggregate, may cause a material adverse effect on the Fund’s performance and ability to achieve its investment objective. Such factors include, without limitation: (i) the administration and/or management of portfolio of investments, including (a) cost of funding or other operational or administrative costs, (b) costs incurred to transition to and implement a substitute index or Benchmark Rate(s) for purposes of calculating interest, (c) costs of negotiating with counterparties with respect to an acceptable replacement calculation and potential amendments to existing debt instruments or credit facilities currently utilizing LIBOR to determine interest rates, and/or (d) costs of potential disputes and/or litigation regarding interest calculation, loan value, appropriateness or comparability of any new Benchmark Rate(s) or any other dispute over terms relating to or arising from any of the foregoing; (ii) the availability (or lack thereof) of potential investments in the market during the transition period; (iii) the time periods necessary to make investments and deploy capital during the transition period; (iv) the calculation and value of investments and overall cash flows, profitability and performance; (v) the liquidity of investments in the secondary market or otherwise, and the asset-liability management strategies available; (vi) basis risks between investments and hedges and basis risks within investments (e.g., securitizations); or (vii) any mismatch, during a transition period or otherwise, between a Benchmark Rate used for leverage facilities and another used for one or more of the Fund’s investments.
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, and since then, the number of cases has fluctuated and new “variants” have been confirmed around the world. 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
94
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
3. Principal Risks (continued)
as general concern and uncertainty that has negatively affected the economic environment. These disruptions have led to instability in the marketplace, 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.
The Fund and the Investment Manager 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, in the event of a pandemic or an outbreak, such as COVID-19, 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 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.
The foregoing 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 and markets, 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.
Although vaccines are widely available in some parts of the world, the duration of the COVID-19 outbreak and its full impacts are unknown and the pace of recovery and response may vary from market to market, 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 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 may, at the discretion of the Investment Manager and subject to Board and shareholder approval, allocate its assets amongst the Investment Manager and one or more sub-advisers in percentages determined at the discretion of the Investment Manager (“allocated portion”). The portfolio management fees that were paid to Crescent Capital Group LP (“Crescent Capital”) were 1.00% on an annualized basis of the allocated portion of the Fund’s average daily assets managed by Crescent Capital and were paid monthly. See Note 13.
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
95
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
4. Investment Advisory and Other Agreements (continued)
in advisory fees or payment of the Fund’s expenses, and (b) the limitation on Fund expenses at the time of the recoupment. At September 30, 2022 the amount of these potentially recoverable expenses is $490,297 expiring on December 31, 2022. For the six months ended September 30, 2022, 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 September 30, 2022, the Fund’s allocated UMBFS fees are reported on the consolidated Statement of Operations.
An officer of the Fund is an employee of UMBFS. The Fund does not compensate officers affiliated with the Fund’s administrator. For the six months ended September 30, 2022, 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 September 30, 2022, 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 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 Valuation Designee in determining fair value is greatest for investments categorized in Level 3.
96
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (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 September 30, 2022:
Assets | | Level 1 | | | Level 2 | | | Level 3 | | | Net Asset Value | | | Total | |
Investments, at fair value | | | | | | | | | | | | | | | | | | | | |
Senior Secured Loans | | $ | — | | | $ | 186,274,224 | | | $ | 9,308,624,812 | | | $ | — | | | $ | 9,494,899,036 | |
Private Investment Vehicles | | | — | | | | — | | | | 6,130,472 | | | | 4,203,969,368 | | | | 4,210,099,840 | |
Collateralized Loan Obligations | | | — | | | | 11,741,442 | | | | 72,908,095 | | | | — | | | | 84,649,537 | |
Preferred Stocks | | | — | | | | — | | | | 62,151,524 | | | | — | | | | 62,151,524 | |
Subordinated Debt | | | — | | | | — | | | | 5,427,519 | | | | — | | | | 5,427,519 | |
Common Stocks | | | — | | | | — | | | | 6,667,215 | | | | — | | | | 6,667,215 | |
Warrants | | | — | | | | — | | | | 4,064,465 | | | | — | | | | 4,064,465 | |
Short-Term Investments | | | 170,309,177 | | | | — | | | | — | | | | — | | | | 170,309,177 | |
Total Investments, at fair value | | $ | 170,309,177 | | | $ | 198,015,666 | | | $ | 9,465,974,102 | | | $ | 4,203,969,368 | | | $ | 14,038,268,313 | |
| | | | | | | | | | | | | | | | | | | | |
Other Financial Instruments1 | | | | | | | | | | | | | | | | | | | | |
Forward Contracts | | $ | — | | | $ | 4,619,048 | | | $ | — | | | $ | — | | | $ | 4,619,048 | |
Total Assets | | $ | 170,309,177 | | | $ | 202,634,714 | | | $ | 9,465,974,102 | | | $ | 4,203,969,368 | | | $ | 14,042,887,361 | |
Liabilities | | Level 1 | | | Level 2 | | | Level 3 | | | Net Asset Value | | | Total | |
Investments, at fair value | | | | | | | | | | | | | | | | | | | | |
Reverse Repurchase Agreement | | $ | — | | | $ | 3,960,000 | | | $ | — | | | $ | — | | | $ | 3,960,000 | |
Other Financial Instruments1 | | | | | | | | | | | | | | | | | | | | |
Forward Contracts | | | — | | | | 9,568,418 | | | | — | | | | — | | | | 9,568,418 | |
Swap Contracts | | | — | | | | 57,904,784 | | | | — | | | | — | | | | 57,904,784 | |
Total Liabilities, at fair value | | $ | — | | | $ | 71,433,202 | | | $ | — | | | $ | — | | | $ | 71,433,202 | |
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. |
97
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (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 September 30, 2022:
| | Senior Secured Loans | | | Private Investment Vehicles | | | Collateralized Loan Obligations | | | Preferred Stocks | | | Subordinated Debt | |
Balance as of April 1, 2022 | | $ | 6,319,615,266 | | | $ | 6,510,925 | | | $ | 90,396,005 | | | $ | 88,501,915 | | | $ | 5,468,056 | |
Purchases | | | 4,360,317,415 | | | | — | | | | 52,110,000 | | | | 24,550,131 | | | | — | |
Sales/Paydowns | | | (1,237,173,257 | ) | | | — | | | | (55,500,000 | ) | | | (51,971,373 | ) | | | — | |
Realized gains (losses)1 | | | 6,652,748 | | | | — | | | | 418,620 | | | | 1,096,373 | | | | — | |
Original issue discount and amendment fees | | | (18,427,610 | ) | | | 75,000 | | | | — | | | | — | | | | — | |
Accretion | | | 4,642,048 | | | | — | | | | 69,003 | | | | — | | | | — | |
Change in Unrealized appreciation (depreciation) | | | (134,403,071 | ) | | | (455,453 | ) | | | (5,424,223 | ) | | | (25,522 | ) | | | (40,537 | ) |
Transfers In2 | | | 42,567,261 | | | | — | | | | — | | | | — | | | | — | |
Transfers Out3 | | | (35,165,988 | ) | | | — | | | | (9,161,310 | ) | | | — | | | | — | |
Balance as of September 30, 2022 | | $ | 9,308,624,812 | | | $ | 6,130,472 | | | $ | 72,908,095 | | | $ | 62,151,524 | | | $ | 5,427,519 | |
| | Warrants | | | Common Stocks | | | Total | |
Balance as of April 1, 2022 | | $ | 1,279,790 | | | $ | 5,561,463 | | | $ | 6,517,333,420 | |
Purchases | | | — | | | | — | | | | 4,436,977,546 | |
Sales/Paydowns | | | — | | | | — | | | | (1,344,644,630 | ) |
Realized gains (losses)1 | | | — | | | | — | | | | 8,167,741 | |
Original issue discount and amendment fees | | | — | | | | — | | | | (18,352,610 | ) |
Accretion | | | — | | | | — | | | | 4,711,051 | |
Change in Unrealized appreciation (depreciation) | | | 2,784,675 | | | | 1,105,752 | | | | (136,458,379 | ) |
Transfers In2 | | | — | | | | — | | | | 42,567,261 | |
Transfers Out3 | | | — | | | | — | | | | (44,327,298 | ) |
Balance as of September 30, 2022 | | $ | 4,064,465 | | | $ | 6,667,215 | | | $ | 9,465,974,102 | |
1 | Senior Secured Loans includes paydown gains (losses) of $5,839,530. |
2 | Transferred from Level 2 to Level 3 because observable market data became unavailable for the investments. |
3 | Transferred from Level 3 to Level 2 because observable market data became available for the investments. |
98
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
5. Fair Value of Investments (continued)
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 September 30, 2022.
Investments | | Fair Value | | Valuation Technique | Unobservable Inputs | Range of Inputs | Weighted Average | Impact on Valuation from an increase in input |
Collateralized Loan Obligations | | $ | 72,908,095 | | Income approach | Interest Rate/ Discount Margin | 8.15% - 17.00% | 14.02% | Decrease |
| | | | | | Default Rate | 3 CDR | 3 CDR | Decrease |
| | | | | | Recovery Rate | 65% | 65% | Increase |
| | | | | | Term | Maturity, or Reinvestment +24 months | N/A | Decrease |
| | | | | | Prepayment Assumptions | 20 CPR | 20 CPR | Increase |
| | | | | | Reinvestment Assumptions | $97.00 | $97.00 | Decrease |
Common Stocks | | | 5,268,893 | | Market approach | LTM Revenue Multiple | 3.1x | 3.1x | Increase |
| | | 1,248,057 | | Market approach | Run Rate Adj. EBITDA Multiple | 8.0x | 8.0x | Increase |
| | | 150,265 | | Market approach | LTM EBITDA Multiple | 18.0x | 18.0x | Increase |
Preferred Stocks | | | 37,887,604 | | Income approach | Discount Rate | 8.24% - 14.08% | 13.35% | Decrease |
| | | 2,500,000 | | Market approach | Run Rate Adj. EBITDA Multiple | 8.0x | 8.0x | Increase |
| | | 21,763,920 | | Cost | Recent Transaction Price | $97.50 - $98.00 | $97.75 | Increase |
Private Investment Vehicles | | | 6,130,472 | | Income approach | Weighted Average Cost of Capital | 15.00% - 16.00% | 15.17% | Decrease |
Senior Secured Loans | | | 4,108,800,186 | | Income approach | Discount Rate | 5.44% - 16.57% | 9.31% | Decrease |
| | | | | | LTM Revenue ($ Millions) | $25 - $3,805 | $367 | Increase |
| | | | | | Debt/EBITDA | -10.1x — 11.2x | 5.2x | Decrease |
| | | | | | Interest Coverage | -3.9x — 9.5x | 2.4x | Increase |
| | | 3,329,196 | | Market approach | Enterprise value ( $ Millions) | $92 | $92 | Increase |
| | | 5,196,495,430 | | Cost | Recent Transaction Price | $87.00 - $100.46 | $98.58 | Increase |
Subordinated Debt | | | 5,427,519 | | Market approach | Public Company Comparison - LTM EBITDA Multiple | 9.9x | 9.9x | Increase |
99
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
5. Fair Value of Investments (continued)
Investments | | Fair Value | | Valuation Technique | Unobservable Inputs | Range of Inputs | Weighted Average | Impact on Valuation from an increase in input |
Warrants | | $ | 1,012,752 | | Market approach | Enterprise value ($ Millions) | $3,181 - $3,760 | $3,471 | Increase |
| | | | | | Cost of equity | 16.00% | 16.00% | Decrease |
| | | 3,051,713 | | Income approach | Exercise Price | $1.65 - $2.28 | $1.71 | Decrease |
| | | | | | E xpected Volatility | 103% - 125% | 123% | Increase |
Total | | $ | 9,465,974,102 | | | | | | |
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. 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 I Shares will not be subject to any initial sales charge. Shares will generally be offered for purchase on each business day at NAV per share, 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
100
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
6. Capital Stock (continued)
with required minimum distributions from an IRA or other qualified retirement plan. It is the shareholder’s obligation to both 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 September 30, 2022 are as follows:
Commencement Date | April 14, 2022 | July 14, 2022 |
Repurchase Request | May 16, 2022 | August 15, 2022 |
Repurchase Pricing date | May 16, 2022 | August 15, 2022 |
| | | | | | | | |
Net Asset Value as of Repurchase Offer Date | | | | | | | | |
Class I | | $ | 10.66 | | | $ | 10.66 | |
| | | | | | | | |
Amount Repurchased | | | | | | | | |
Class I | | $ | 225,106,363 | | | $ | 187,676,994 | |
| | | | | | | | |
Percentage of Outstanding Shares Repurchased | | | | | | | | |
Class I | | | 2.94 | % | | | 2.11 | % |
7. Federal Income Taxes
Fund Income Tax
At September 30, 2022, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes were as follows:
Cost of investments including proceeds from reverse repurchase agreements | | $ | 14,105,735,313 | |
Gross unrealized appreciation | | | 133,811,135 | |
Gross unrealized depreciation | | | (205,238,135 | ) |
Net unrealized depreciation on investments | | $ | (71,427,000 | ) |
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.
As of December 31, 2021, the components of distributable earnings on a tax basis were as follows:
Undistributed ordinary income | | $ | — | |
Undistributed long-term capital gains | | | — | |
Accumulated capital and other losses | | | — | |
Unrealized appreciation/(depreciation) | | | | |
Investments | | | 56,585,294 | |
Foreign Currency | | | (62,219 | ) |
Organizational costs | | | (41,312 | ) |
Total distributable earnings | | $ | 56,481,763 | |
101
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
7. Federal Income Taxes (continued)
The tax character of distributions paid during the fiscal years ended December 31, 2021 and December 31, 2020 were as follows:
| | 2021 | | | 2020 | |
Distribution paid from: | | |
Ordinary income | | $ | 165,497,728 | | | $ | 31,816,599 | |
Return of Capital | | | 28,307,888 | | | | 4,439,794 | |
Net long-term capital gains | | | 7,900,814 | | | | 1,478 | |
Total distributions paid | | $ | 201,706,430 | | | $ | 36,257,871 | |
Domestic Blocker Income Tax
CCLF Holdings LLC (the “Domestic Blocker”) recorded a provision for income tax expense (benefit) for the fiscal period ending March 31, 2022, in the amount of $500,534. This provision for income tax expense (benefit) is comprised of the following current and deferred income tax expense (benefit):
As of March 31, 2022, temporary differences between financial and tax reporting that give rise to deferred income taxes totaled $500,534, resulting principally from differences in the recognition of income from partnership investments and the treatment of unrealized appreciation/depreciation. The Domestic Blocker has a net deferred tax liability recorded as of March 31, 2022. Should a net deferred tax asset exist in the future, the Domestic Blocker will assess whether a valuation allowance should be booked to reserve against that asset.
The statutory rate and effective federal rate is 21%. The Fund is currently using an estimated tax rate of 3.95% for state and local tax, net of federal tax benefit.
8. Investment Transactions
For the six months ended September 30, 2022, purchases and sales of investments, excluding short-term investments, were $6,419,939,590 and $1,394,178,294, 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 and swap contracts for the six months ended September 30, 2022 in order to hedge overall portfolio currency risk and interest rate risk, respectively. 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.
102
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
10. Derivatives and Hedging Disclosures (continued)
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. Forward contracts are not designated as hedging instruments. Interest rate swap contracts are designated as hedging instruments and are offset by the Senior Notes. The fair values of derivative instruments as of September 30, 2022, and the realized and unrealized gain (loss) during the six months ended September 30, 2022 by risk category are as follows:
| | | Asset Derivatives | | | Liability Derivatives | |
Statement of Asset and Liabilities Location | Derivatives Instruments | | Value | | | Value | |
Net unrealized appreciation on forward contracts | Forward Contracts | | $ | 4,619,048 | | | $ | 9,568,418 | |
Net unrealized depreciation on swap contracts | Interest Rate Swap Contracts | | | — | | | | 57,904,784 | |
Total | | | $ | 4,619,048 | | | $ | 67,473,202 | |
Amount of Net Realized Gain or (Loss) on Derivatives Recognized in Income |
Derivatives Instruments | | Forward Contracts | | | Swap Contracts | | | Total | |
Foreign Currency Exchange Contracts | | $ | 2,781,178 | | | $ | — | | | $ | 2,781,178 | |
Interest Rate Contracts | | | — | | | | 2,817,004 | | | | 2,817,004 | |
Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized in Income |
Derivatives Instruments | | Forward Contracts | | | Swap Contracts | | | Total | |
Foreign Currency Exchange Contracts | | $ | (5,566,837 | ) | | $ | — | | | $ | (5,566,837 | ) |
Interest Rate Contracts | | | — | | | | (57,904,784 | ) | | | (57,904,784 | ) |
The quarterly average volumes of derivative instruments as of September 30, 2022 are as follows:
Derivatives Instruments | | Short Forward Contracts | | | Long Swap Contracts | |
Foreign Currency Exchange Contracts | | | 16 | | | | — | |
Interest Rate Contracts | | | — | | | | 3 | |
11. Joint Ventures
In accordance with Regulation S-X and GAAP, the Fund is not permitted to consolidate any subsidiary or other entity that is not an investment company, including those in which the Fund has a controlling interest unless the business of the controlled subsidiary consists of providing services to the Fund. In accordance with Regulation S-X Rules 3-09 and 4-08(g), the Fund evaluates its unconsolidated subsidiaries as significant subsidiaries under the respective rules. As of September
103
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
11. Joint Ventures (continued)
30, 2022, Middle Market Credit Fund II, LLC and FBLC Senior Loan Fund, LLC were not considered significant subsidiaries under Regulation S-X Rule 1-02(w). Based on the requirements under Regulation S-X Rule 4-08(g), the summarized financial information of these unconsolidated subsidiaries is presented below:
Middle Market Credit Fund II, LLC (“Credit Fund”)
Consolidated Statements of Assets and Liabilities (Unaudited)
(amounts in thousands)
| | As of September 30, 2022 | |
ASSETS | | | | |
Investments, at fair value (amortized cost of $241,485) | | $ | 238,651 | |
Cash, cash equivalents and restricted cash | | | 10,514 | |
Interest receivable | | | 3,722 | |
Receivable for investments sold/repaid | | | 403 | |
Total assets | | $ | 253,290 | |
LIABILITIES AND MEMBERS’ EQUITY | | | | |
Notes payable, net of unamortized debt issuance costs of $746 | | | 156,754 | |
Interest and credit facility fees payable | | | 1,771 | |
Dividend payable | | | 5,215 | |
Other liabilities | | | 364 | |
Total liabilities | | | 164,104 | |
Members’ equity | | | | |
Members’ contributions | | | 90,805 | |
Members’ distributions | | | (1,718 | ) |
Accumulated income from operations | | | 99 | |
Total members’ equity | | | 89,186 | |
Total liabilities and members’ equity | | $ | 253,290 | |
Consolidated Statements of Operations (Unaudited)
(amounts in thousands)
| | For the three month period ended September 30, 2022 | |
Investment income: | | | | |
Interest income | | $ | 5,119 | |
Other income | | | 64 | |
Total investment income | | | 5,183 | |
| | | | |
Expenses: | | | | |
Professional fees | | $ | 87 | |
Administrative service fees | | | 21 | |
Interest expense | | | 2,062 | |
Credit facility fees | | | 15 | |
Other general and administrative | | | 91 | |
Total expenses | | | 2,276 | |
| | | | |
104
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
11. Joint Ventures (continued)
| | For the three month period ended September 30, 2022 | |
Net investment income (loss) | | $ | 2,907 | |
| | | | |
Net realized gain (loss) on investments | | | — | |
Net change in unrealized appreciation (depreciation) on investments | | | (908 | ) |
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments | | | (908 | ) |
Net increase (decrease) in net assets resulting from operations | | $ | 1,999 | |
FBLC Senior Loan Fund, LLC
Consolidated Statement of Assets, Liabilities and Members’ Equity (Unaudited):
| | As of September 30, 2022 | |
ASSETS | | | | |
Investments, at fair value (amortized cost of $943,942) | | $ | 873,144 | |
Cash and cash equivalents | | | 68,270 | |
Receivable for unsettled trades | | | 23,837 | |
Cash collateral on deposit with custodian | | | 22,190 | |
Interest receivable | | | 6,097 | |
Prepaid expenses and other assets | | | 23 | |
Total assets | | $ | 993,561 | |
| | | | |
LIABILITIES | | | | |
Revolving credit facilities (net of deferred financing costs of $1,737) | | $ | 576,813 | |
Secured borrowings | | | 65,302 | |
Distribution payable | | | 7,733 | |
Payable for unsettled trades | | | 7,186 | |
Interest and credit facility fees payable | | | 5,273 | |
Accounts payable and accrued expenses | | | 884 | |
Total liabilities | | $ | 663,191 | |
| | | | |
MEMBERS’ CAPITAL | | | | |
Capital contributed | | | 383,496 | |
Accumulated earnings | | | (53,126 | ) |
Total members’ capital | | | 330,370 | |
Total liabilities and members’ capital | | $ | 993,561 | |
105
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
11. Joint Ventures (continued)
Consolidated Statement of Operations:
Investment income: | | | | |
Interest from investments | | $ | 47,661 | |
Interest from cash and cash equivalents | | | 394 | |
Total interest income | | | 48,055 | |
Fee and other income | | | 652 | |
Total investment income | | | 48,707 | |
| | | | |
Operating expenses: | | | | |
Interest and credit facility financing expenses | | | 14,800 | |
Other general and administrative | | | 1,237 | |
Professional fees | | | 723 | |
Total expenses | | | 16,760 | |
| | | | |
Net investment income | | | 31,947 | |
| | | | |
Realized and unrealized loss on investments: | | | | |
Net realized loss from investments | | | (3,318 | ) |
Net change in unrealized appreciation on investments | | | (73,965 | ) |
Net realized and unrealized loss on investments | | | (77,283 | ) |
Net decrease in members’ capital resulting from operations | | $ | (45,336 | ) |
12. Private Investment Vehicles
The following table represents investment strategies, unfunded commitments and redemptive restrictions of investments that are measured at NAV per share (or its equivalent) as a practical expedient as of September 30, 2022:
Security Description | Investment Category | | Cost | | | Fair Value | | | Unfunded Commitments | | | Redemption Frequency | | | Redemption Lock-up Period | | | Fund Term | |
17Capital Co. Investment Fund V-L LP | Direct lending to a European private equity fund | | $ | 25,759,098 | | | $ | 22,538,073 | | | $ | 287,500 | | | | None | | | | N/A | | | | Liquidation to commence on the earlier of 5/7/2031 but no later than 180 days following full realization | |
ABPCI Pacific Funding LP | Middle market direct lending | | | 28,544,304 | | | | 28,455,721 | | | | 176,455,696 | | | | None | | | | Redemptions pursuant to the note purchase and security agreement upon the direction of a majority of the subordinated notes | | | | November 3, 2031 after the payment in full of the obligations of the issuer pursuant to the note purchase agreement | |
AG Direct Lending Fund II (Unlevered) L.P. | Middle market direct lending | | | 25,709,810 | | | | 27,705,019 | | | | 2,398,584 | | | | None | | | | N/A | | | | Fifth anniversary of the expiration of the commtiment period with one one-year extension available | |
106
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
12. Private Investment Vehicles (continued)
Security Description | Investment Category | | Cost | | | Fair Value | | | Unfunded Commitments | | | Redemption Frequency | | | Redemption Lock-up Period | | | Fund Term | |
AG Direct Lending Fund II L.P. | Middle market direct lending | | $ | 18,644,892 | | | $ | 20,451,756 | | | | — | | | | None | | | | N/A | | | | December 31, 2024 with one-year extensions available | |
AG Direct Lending Fund III L.P. | Middle market direct lending | | | 14,355,107 | | | | 14,863,339 | | | | 1,600,000 | | | | None | | | | N/A | | | | September 30, 2026 with one-year extensions available | |
AG DLI, L.P. | Middle market direct lending | | | 11,122,893 | | | | 12,314,319 | | | | 1,500,000 | | | | None | | | | N/A | | | | Until the earlier of the dissolution of investments or the partnership | |
AG GTDL Fund II L.P. | Middle market direct lending | | | 25,996,460 | | | | 27,962,684 | | | | 2,400,000 | | | | None | | | | N/A | | | | Fifth anniversary of the expiration of the commtiment period with one one-year extension available | |
AG GTDL Fund L.P. | Middle market direct lending | | | 3,368,501 | | | | 3,504,921 | | | | 820,000 | | | | None | | | | N/A | | | | Fifth anniversary of the expiration of the commtiment period with one one-year extension available | |
AG KFHDL Fund L.P. | Middle market direct lending | | | 3,374,322 | | | | 3,504,977 | | | | 820,000 | | | | None | | | | N/A | | | | Fifth anniversary of the expiration of the commtiment period with one one-year extension available | |
AGTB Private BDC | Middle market direct lending | | | 72,291,000 | | | | 72,892,974 | | | | 52,709,000 | | | | None | | | | N/A | | | | Six-year anniversary of the initial closing as determined by the board if a merger has not occurred | |
Antares Senior Loan Parallel Feeder Fund II (Cayman) LP | Middle market direct lending | | | 4,000,000 | | | | 4,080,628 | | | | 196,000,000 | | | | None | | | | N/A | | | | Until the dissolution of the partnership in accordance with the limited partnership agreement | |
Ares Commercial Finance Feeder (A) LP | Direct lending to specialty finance companies | | | 15,404,552 | | | | 17,401,194 | | | | 8,985,234 | | | | None | | | | N/A | | | | June 30, 2025 | |
107
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
12. Private Investment Vehicles (continued)
Security Description | Investment Category | | Cost | | | Fair Value | | | Unfunded Commitments | | | Redemption Frequency | | | Redemption Lock-up Period | | | Fund Term | |
Barings Capital Investment Corporation | Middle market direct lending | | $ | 95,000,000 | | | $ | 95,829,533 | | | | — | | | | None | | | | N/A | | | | Until the earlier of a liquidity event or July 13, 2027 | |
Barings CMS Fund LP | Middle market direct lending | | | 15,000,000 | | | | 15,465,910 | | | | 235,000,000 | | | | None | | | | N/A | | | | Until distribution of investment proceeds | |
Barings Private Credit Corporation | Middle market direct lending | | | 900,000,000 | | | | 941,043,899 | | | | — | | | | Quarterly2 | | | | Redemptions permitted at the discretion of the investment manager | | | | N/A | |
BlackRock Shasta CLO VII LLC | Middle market direct lending | | | 532,289,942 | | | | 534,922,659 | | | | 124,710,058 | | | | None | | | | Redemptions pursuant to the Note Purchase and Security Agreement upon the direction of a majority of the subordinated note purchasers with the consent of the collateral manager | | | | Earlier of twelve years from closing date and the amortization date (if any) | |
Carlyle Secured Lending III | Middle market direct lending | | | 1,925,000 | | | | 1,925,000 | | | | 5,075,000 | | | | None | | | | N/A | | | | Perpetual until the company is sold and/or liquidated and dissolved | |
CCOF Sierra II, L.P. | Preferred equity co-investment | | | 15,600,000 | | | | 15,914,565 | | | | 400,000 | | | | None | | | | N/A | | | | Ten-year anniversary of the the final closing date with two one-year externsions | |
CDL Tender Fund 2022-1 L.P. | Middle market direct lending | | | 50,000,000 | | | | 51,751,608 | | | | — | | | | None | | | | N/A | | | | Until the dissolution of the partnership in accordance with the limited partnership agreement | |
Chilly HP SCF Investor, LP | Preferred equity co-investment | | | 1,967,311 | | | | 2,090,313 | | | | — | | | | None | | | | N/A | | | | Until the dissolution of the partnership in accordance with the limited partnership agreement | |
Crescent Mezzanine Partners VIIC, L.P. | Mezzanine level subordinated debt | | | 5,520,162 | | | | 6,193,035 | | | | 3,471,590 | | | | None | | | | N/A | | | | December 21, 2025 available | |
Crestline Specialty Lending III (U.S.), LP | Middle market direct lending | | | 14,868,016 | | | | 15,101,067 | | | | 15,563,580 | | | | None | | | | N/A | | | | December 1, 2028 with one-year exensions available | |
108
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
12. Private Investment Vehicles (continued)
Security Description | Investment Category | | Cost | | | Fair Value | | | Unfunded Commitments | | | Redemption Frequency | | | Redemption Lock-up Period | | | Fund Term | |
Endurance II L.P. | Direct lending to an international education company | | $ | 9,748,287 | | | $ | 10,475,832 | | | | 300,000 | | | | None | | | | N/A | | | | Until the completion of the liquidation | |
FBLC Senior Loan Fund LLC | Middle market direct lending | | | 78,562,000 | | | | 71,818,072 | | | | — | | | | None | | | | N/A | | | | Until all investments are amortized, liquidated, transferred or disposed | |
Franklin BSP Lending Corporation | Middle market direct lending | | | 32,327,541 | | | | 42,405,876 | | | | — | | | | Semi-Annually1 | | | | N/A | | | | N/A | |
Golub Capital BDC 4, Inc. | Middle market direct lending | | | 29,901,821 | | | | 29,983,526 | | | | 170,098,179 | | | | None | | | | N/A | | | | Perpetual until the company is sold and/or liquidated and dissolved | |
Golub Capital Direct Lending Corp. | Middle market direct lending | | | 28,500,000 | | | | 28,613,442 | | | | 21,500,000 | | | | None | | | | N/A | | | | July 1, 2027 with extensions upon the approval of shareholders | |
HPS Mezzanine Partners 2019 LP | Mezzanine level subordinated debt | | | 8,243,850 | | | | 9,181,546 | | | | 2,096,859 | | | | None | | | | N/A | | | | April 12, 2029 with one-year extensions available | |
HPS Mint Co-Invest Fund LP | Preferred equity co-investment | | | 10,015,163 | | | | 10,346,018 | | | | — | | | | None | | | | N/A | | | | Until all investments are liquidated and all proceeds are distributed or as determined by the general partner | |
HPS Specialty Loan Fund V Feeder LP | Secured debt origination | | | 37,887,949 | | | | 39,508,829 | | | | 26,875,000 | | | | None | | | | N/A | | | | September 10, 2028 with 1 year extenstions available | |
Luther Co-Invest, L.P. | Direct lending to French football league media rights | | | 14,268,608 | | | | 14,268,608 | | | | 5,733,333 | | | | None | | | | N/A | | | | Until all investments are liquidated and all proceeds are distributed or as determined by the general partner. | |
Marlin Credit Opportunity Fund LP | Middle market direct lending | | | 100,408,617 | | | | 95,801,749 | | | | 24,591,383 | | | | None | | | | N/A | | | | May 19, 2028 with one-year extensions available | |
109
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
12. Private Investment Vehicles (continued)
Security Description | Investment Category | | Cost | | | Fair Value | | | Unfunded Commitments | | | Redemption Frequency | | | Redemption Lock-up Period | | | Fund Term | |
Middle Market Credit Fund II, LLC | Middle market direct lending | | $ | 12,708,191 | | | $ | 14,809,358 | | | | — | | | | None | | | | N/A | | | | Until all investments are amortized, liquidated, transferred or disposed | |
Minerva Co-Invest LP | Preferred equity co-investment | | | 14,720,019 | | | | 15,228,940 | | | | 298,500 | | | | None | | | | N/A | | | | Until distribution of investment proceeds | |
Morgan Stanley Direct Lending Fund | Middle market direct lending | | | 36,805,201 | | | | 36,578,375 | | | | 8,694,799 | | | | Quarterly3 | | | | N/A | | | | N/A | |
New Mountain Guardian III BDC, LLC | Middle market direct lending | | | 100,000,000 | | | | 100,014,520 | | | | — | | | | None | | | | N/A | | | | July 15, 2025 with one-year extensions available | |
New Mountain Guardian IV BDC, LLC | Middle market direct lending | | | 5,000,000 | | | | 4,875,442 | | | | 20,000,000 | | | | None | | | | N/A | | | | Six years from the end of the closing period with a one-year extension available | |
NXT Capital Structured Note I, LLC | Middle market direct lending | | | 61,856,420 | | | | 58,750,236 | | | | 119,993,080 | | | | None | | | | Optional redemption pursuant to the indenture upon the direction of the investment manager or at the written direction of a majority of the holders of the subordinated notes | | | | Nine years from the initial closing date | |
Odyssey Company Investment Partners B L.P. | Common equity co-investment | | | 1,555,423 | | | | 1,546,177 | | | | 444,577 | | | | None | | | | N/A | | | | Until the dissolution of the parternship in accordance with the limited partnership agreement | |
Owl Rock Core Income Corp. | Middle market direct lending | | | 150,000,000 | | | | 146,583,136 | | | | — | | | | Quarterly2 | | | | N/A | | | | N/A | |
Owl Rock Technology Finance Corp. | Direct lending and mezzaning financing for technology and life-sciences companies | | | 35,000,000 | | | | 34,727,700 | | | | — | | | | None | | | | N/A | | | | Until earliest of an Exchange Listing, the fifth anniversary of the final closing, and August 10, 2025 | |
110
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
12. Private Investment Vehicles (continued)
Security Description | Investment Category | | Cost | | | Fair Value | | | Unfunded Commitments | | | Redemption Frequency | | | Redemption Lock-up Period | | | Fund Term | |
Owl Rock Technology Finance Corp. II | Direct lending and mezzaning financing for technology and life-sciences companies | | $ | 33,947,433 | | | $ | 33,688,358 | | | | 41,052,567 | | | | None | | | | N/A | | | | Earlier of the five year anniversary of the Final Closing and the seven year anniversary of the Initial Closing, with two one-year extensions available | |
Providence Debt Fund III (Non-US) L.P. | Middle market direct lending | | | 8,449,093 | | | | 10,479,240 | | | | 14,040,163 | | | | None | | | | N/A | | | | October 24, 2021 with one-year extensions available | |
Proxima Onshore Co-Invest, L.P. | Direct lending to a renewable energy company | | | 1,500,257 | | | | 1,487,608 | | | | 8,533,712 | | | | None | | | | N/A | | | | Until the completion of the liquidation | |
Raven Asset Based Credit Fund II, LP | Asset based lending | | | 16,715,943 | | | | 17,501,613 | | | | 8,402,621 | | | | None | | | | N/A | | | | January 2029 with two one-year extensions available available | |
Raven Senior Loan Fund LLC | Asset based lending | | | 404,924,444 | | | | 417,081,431 | | | | 95,075,556 | | | | None | | | | Pursuant to the priority of payments, notes may be redeemed in whole or in part on the applicable quarterly payment date in accordance with the note purchase and security agreement | | | | The earlier of twelve years from closing and the amortization date selected by a majority of the subordinated notes in accordance to the note purchase and security agreement | |
Redwood Enhanced Income Corp. | Middle market direct lending | | | 22,076,582 | | | | 22,047,896 | | | | 33,923,418 | | | | None | | | | 180 calendar days following the pricing of an initial public offering of the shares and/or the first trade of the shares on a securities exchange | | | | Seven-year anniversary of the initial closing with two one-year extensions | |
Silver Point Loan Funding LLC | Middle market direct lending | | | 404,002,302 | | | | 412,326,976 | | | | 1,096,636,772 | | | | None | | | | Optional redemption pursuant to the indenture at the written direction of a majority of the subordinated notes with the consent of the the investment manager | | | | November 2034 | |
111
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
12. Private Investment Vehicles (continued)
Security Description | Investment Category | | Cost | | | Fair Value | | | Unfunded Commitments | | | Redemption Frequency | | | Redemption Lock-up Period | | | Fund Term | |
Silver Point Specialty Credit Fund II, LP | Middle market direct lending | | $ | 41,326,575 | | | $ | 39,491,765 | | | | 8,676,338 | | | | None | | | | N/A | | | | September 6, 2023 with one-year extensions available | |
Sixth Street Lending Partners | Middle market direct lending | | | 6,468,982 | | | | 6,468,982 | | | | 43,531,018 | | | | None | | | | N/A | | | | Ten years from final closing subject to two one-year extensions if approved by majority of the board | |
Stellus Private Credit BDC Feeder, LP | Middle market direct lending | | | 12,450,000 | | | | 12,528,808 | | | | 37,550,000 | | | | None | | | | N/A | | | | Until the partnership is terminated and wound up in accordance to the limited partnership agreement | |
Summit Partners Credit Offshore Fund II, LP | Middle market direct lending | | | 7,175,544 | | | | 8,971,881 | | | | 2,509,233 | | | | None | | | | N/A | | | | Eight anniversary of the fist draw-dwon date with two one-year extensions available | |
TCW Direct Lending VIII LLC | Middle market direct lending | | | 13,523,324 | | | | 13,755,840 | | | | 36,476,676 | | | | None | | | | N/A | | | | Sixth anniversary of the final closing date | |
Thompson Rivers, LLC | Middle market direct lending | | | 14,600,849 | | | | 12,260,530 | | | | — | | | | None | | | | Redemptions permitted with the consent of the investment fund’s voting members | | | | Until cancellation of the Certificate of Formation | |
Varagon Capital Corporation | Middle market direct lending | | | 19,296,490 | | | | 19,311,240 | | | | 5,703,510 | | | | None | | | | N/A | | | | September 2026 with one-year extensions available | |
Varagon Capital Direct Lending Fund, LP | Middle market direct lending | | | 15,000,000 | | | | 14,874,265 | | | | 35,000,000 | | | | None | | | | N/A | | | | Until the fourth anniverversary of the end of the reinvestment period with one-year extension available | |
Varagon Structured Note Issuer I LLC | Middle market direct lending | | | 415,000,000 | | | | 422,881,242 | | | | 85,000,000 | | | | None | | | | Redemptions pursuant to the Indenture upon direction of a majority of the subordinated notes with the consent of the investment manager | | | | October 2033 provided that the scheduled reinvestment end date is extended | |
112
Cliffwater Corporate Lending Fund
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited) (Continued)
12. Private Investment Vehicles (continued)
Security Description | Investment Category | | Cost | | | Fair Value | | | Unfunded Commitments | | | Redemption Frequency | | | Redemption Lock-up Period | | | Fund Term | |
Vista Credit Partner Fund III LP | Direct lending to middle market technology companies | | $ | 25,265,385 | | | $ | 26,552,537 | | | | 25,652,428 | | | | None | | | | N/A | | | | March 31, 2027 with two one-year extensions available | |
Waccamaw River, LLC | Middle market direct lending | | | 11,278,065 | | | | 10,828,581 | | | | 1,240,000 | | | | None | | | | Redemptions permitted with the prior consent of the Board | | | | Until cancellation of the Certificate of Formation | |
Total | | | $ | 4,121,251,728 | | | $ | 4,203,969,369 | | | $ | 2,807,825,964 | | | | | | | | | | | | | |
1 | Up to 10% at each semi-annual tender offer |
2 | Up to 5% at each quarterly tender offer |
3 | Up to 2.5% at each quarterly tender offer |
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 October 13, 2022 as follows:
Commencement Date | | | October 13, 2022 | |
Repurchase Request | | | November 14, 2022 | |
Repurchase Pricing date | | | November 14, 2022 | |
| | | | |
Net Asset Value as of Repurchase Offer Date | | | | |
Class I | | | $10.58 | |
| | | | |
Amount Repurchased | | | | |
Class I | | | $351,675,872 | |
| | | | |
Percentage of Outstanding Shares Repurchased | | | | |
Class I | | | 3.54% | |
On November 8, 2022, Crescent Capital Group LP was terminated as sub-adviser to the Fund. On November 11, 2022, BlackRock Capital Investment Advisers was terminated as sub-adviser to the Fund.
Other than as described above, 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.
113
Cliffwater Corporate Lending Fund
Other Information
September 30, 2022 (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.
114
Cliffwater Corporate Lending Fund
Privacy Notice
September 30, 2022 (Unaudited)
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 |
115
Cliffwater Corporate Lending Fund
Privacy Notice
September 30, 2022 (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. |
116
This page intentionally left blank.
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
Item 2. Code of Ethics.
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.
Item 6. Investments.
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.
Not applicable.
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 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.
Item 13. Exhibits.
(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 | December 9, 2022 | |
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 | December 9, 2022 | |
By (Signature and Title)* | /s/ Lance J. Johnson | |
| Lance J. Johnson, Treasurer | |
| (Principal Financial Officer) | |
| | |
Date | December 9, 2022 | |