Stone Point Capital Credit 10-Q 2022 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period ended September 30, 2022

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

Commission File Number: 814-01375

Stone Point Credit Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

20 Horseneck Lane

Greenwich, Connecticut 06830

(Address of principal executive offices)

85-3149929

(I.R.S. Employer Identification No.)

(203) 862-2900

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

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

Common Stock, par value $0.001 per share

(Title of class)

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨
		Emerging growth company	x

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

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

The issuer had 39,640,599 shares of Common Stock, $0.001 par value per share, outstanding as of November 10, 2022.

Stone Point Credit Corporation

Form 10-Q for the Quarter Ended September 30, 2022

TABLE OF CONTENTS

	Index	Page No.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Statements of Assets and Liabilities as of September 30, 2022 (Unaudited) and December 31, 2021	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (Unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2022 and 2021 (Unaudited)	5
	Consolidated Statement of Cash Flows for the nine months ended September 30, 2022 and September 30, 2021 (Unaudited)	6
	Consolidated Schedule of Investments as of September 30, 2022 (Unaudited) and December 31, 2021	7
	Notes to Consolidated Financial Statements (Unaudited)	17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4.	Controls and Procedures	61
PART II.	OTHER INFORMATION	61
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	63
Item 6.	Exhibits	63
SIGNATURES		64

Item 1. Financial Statements

Stone Point Credit Corporation

Consolidated Statements of Assets and Liabilities

	September 30, 2022 (Unaudited)			December 31, 2021
Assets:
Investments at fair value:
Non-controlled/non-affiliated investments (amortized cost of $1,663,807,708 and $1,154,222,573, respectively)	$	1,647,843,827		$	1,158,985,986
Cash and cash equivalents		30,012,220			15,096,474
Interest receivable		15,585,073			8,504,961
Dividend receivable		264,500			—
Unsettled trades receivable		11,367,702			—
Paydown receivable		1,373,816			419,257
Deferred offering expenses		56,023			41,413
Prepaid expenses and other assets		22,724			27,299
Total assets	$	1,706,525,885		$	1,183,075,390
Liabilities:
Revolving credit facilities payable (net of deferred financing costs of $6,385,884 and $5,459,623, respectively) (Note 6)	$	668,614,116		$	629,540,377
2025 Notes payable (net of debt issuance costs of $2,499,087 and $0, respectively) (Note 6)		222,500,913			—
Unsettled trades payable		18,583,349			—
Base management fees payable (Note 3)		5,157,000			2,819,269
Organizational and offering expenses payable		—			41,057
Accounts payable and accrued expenses		2,477,986			2,289,807
Interest and financing fees payable		11,873,918			2,815,521
Total liabilities	$	929,207,282		$	637,506,031
Commitments and contingencies (Note 5)	$	—		$	—
Net Assets:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021	$	—		$	—
Common Stock, $0.001 par value, 250,000,000 shares authorized, 39,640,599 and 27,093,753 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		39,641			27,094
Paid in capital in excess of par		792,020,793			540,600,952
Distributable (accumulated) earnings (losses)		(14,741,831	)		4,941,313
Total net assets		777,318,603			545,569,359
Total liabilities and net assets	$	1,706,525,885		$	1,183,075,390
Net asset value per share of Common Stock	$	19.61		$	20.14

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

3

Stone Point Credit Corporation

Consolidated Statements of Operations

	Three Months Ended September 30, 2022 (Unaudited)			Nine Months Ended September 30, 2022 (Unaudited)			Three Months Ended September 30, 2021 (Unaudited)		Nine Months Ended September 30, 2021 (Unaudited)
Investment income:
Interest income from non-controlled/non-affiliated investments	$	34,992,194		$	83,447,374		$	8,610,121	$	14,872,750
Dividend income from non-controlled/non-affiliated investments		273,875			273,875			—		—
Interest income from cash and cash equivalents		402			1,057			626		1,261
Total interest and dividend income		35,266,471			83,722,306			8,610,747		14,874,011
Fee income		373,750			373,750			100,774		1,274,524
Total fee income		373,750			373,750			100,774		1,274,524
Total investment income		35,640,221			84,096,056			8,711,521		16,148,535
Operating expenses:
Base management fees (Note 3)	$	5,157,000		$	13,388,694		$	1,432,214	$	2,507,567
Interest and financing fees (Note 6)		12,005,058			24,407,919			1,789,764		3,006,021
Offering costs (Note 4)		33,518			77,876			97,111		290,250
Professional fees		1,500,943			3,801,409			590,756		1,719,616
Directors fees		91,875			275,625			91,875		270,625
Insurance expense		15,544			53,899			11,000		35,281
Total expenses		18,803,938			42,005,422			4,012,720		7,829,360
Net investment income (loss)	$	16,836,283			42,090,634		$	4,698,801	$	8,319,175
Net realized gains (losses) and unrealized appreciation (depreciation) on investments:
Net realized gains (losses):
Non-controlled/non-affiliated investments	$	657,874		$	984,078		$	213,125	$	213,125
Total net realized gains (losses)	$	657,874		$	984,078		$	213,125	$	213,125
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	$	(14,617,098	)	$	(20,727,283	)	$	2,565,160	$	5,475,527
Total net change in unrealized appreciation (depreciation)	$	(14,617,098	)	$	(20,727,283	)	$	2,565,160	$	5,475,527
Net increase (decrease) in net assets resulting from operations	$	2,877,059		$	22,347,429		$	7,477,086	$	14,007,827
Per share information - basic and diluted:
Net investment income (loss)	$	0.49		$	1.34		$	0.36	$	1.00
Net increase (decrease) in net assets resulting from operations	$	0.08		$	0.71		$	0.57	$	1.69
Weighted average shares outstanding		34,671,760			31,364,392			13,233,004		8,288,969

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

4

Stone Point Credit Corporation

Consolidated Statements of Changes in Net Assets

	Three Months Ended September 30, 2022 (Unaudited)			Nine Months Ended September 30, 2022 (Unaudited)			Three Months Ended September 30, 2021 (Unaudited)			Nine Months Ended September 30, 2021 (Unaudited)
Increase in net assets resulting from operations:
Net investment income (loss)	$	16,836,283		$	42,090,634		$	4,698,801		$	8,319,175
Total net realized gains (losses)		657,874			984,078			213,125			213,125
Total net change in unrealized appreciation (depreciation)		(14,617,098	)		(20,727,283	)		2,565,160			5,475,527
Net increase (decrease) in net assets resulting from operations		2,877,059			22,347,429			7,477,086			14,007,827
Decrease in net assets resulting from stockholder distributions:
Shares distributed pursuant to dividend reinvestment plan		(2,767,536	)		(6,532,388	)		(625,000	)		(625,000	)
Distributions to stockholders		(14,828,054	)		(35,498,185	)		(7,660,284	)		(7,660,284	)
Net decrease in net assets resulting from stockholder distributions		(17,595,590	)		(42,030,573	)		(8,285,284	)		(8,285,284	)
Increase in net assets resulting from capital share transactions:
Issuance of shares of Common Stock pursuant to dividend reinvestment plan		2,767,536			6,532,388			625,000			625,000
Issuance of shares of Common Stock		99,900,000			244,900,000			75,000,000			304,999,000
Net increase in net assets resulting from capital share transactions		102,667,536			251,432,388			75,625,000			305,624,000
Total increase in net assets		87,949,005			231,749,244			74,816,802			311,346,543
Net assets, beginning of period		689,369,598			545,569,359			260,762,651			24,232,910
Net assets, end of period	$	777,318,603		$	777,318,603		$	335,579,453		$	335,579,453
Net asset value per share	$	19.61		$	19.61		$	20.03		$	20.03
Common Stock outstanding at the end of the period		39,640,599			39,640,599			16,752,911			16,752,911

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

5

Stone Point Credit Corporation

Consolidated Statement of Cash Flows

	Nine Months Ended September 30, 2022 (Unaudited)			Nine Months Ended September 30, 2021 (Unaudited)
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	22,347,429		$	14,007,827
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Total net change in unrealized (appreciation) depreciation		20,727,283			(5,475,527	)
Total net realized (gains) losses		(984,078	)		(213,125	)
Amortization and accretion of premiums and discounts		(4,603,631	)		(1,028,346	)
Purchases of investments		(737,072,747	)		(555,101,317	)
Sales of investments		233,075,332			29,127,167
Changes in operating assets and liabilities:
Interest receivable		(7,080,112	)		(4,973,934	)
Dividend receivable		(264,500	)		—
Unsettled trades receivable		(11,367,702	)		—
Paydown receivable		(954,559	)		(717,662	)
Deferred offering expenses		(14,610	)		264,298
Prepaid expenses and other assets		4,575			31,371
Base management fees payable		2,337,731			1,429,544
Organizational and offering expenses payable		(41,057	)		(559,978	)
Accounts payable and accrued expenses		188,179			1,762,845
Interest and financing fees payable		9,058,397			1,165,427
Unsettled trades payable		18,583,349			—
Net cash used in operating activities		(456,060,721	)		(520,281,410	)
Cash flows from financing activities:
Borrowings under revolving credit facility		811,000,000			455,500,000
Payments on revolving credit facilities		(771,000,000	)		(210,000,000	)
Deferred financing costs		(926,261	)		(2,320,453	)
Borrowings under 2025 Notes		225,000,000			—
Debt issuances costs		(2,499,087	)		—
Distributions paid in cash		(35,498,185	)		(8,285,284	)
Proceeds from issuance of shares of Common Stock		244,900,000			305,624,000
Net cash provided by financing activities		470,976,467			540,518,263
Net increase (decrease) in cash and cash equivalents		14,915,746			20,236,853
Cash and cash equivalents, beginning of period		15,096,474			27,127,738
Cash and cash equivalents, end of period	$	30,012,220		$	47,364,591
Supplemental and Non-Cash Information
Cash paid during the period for interest	$	13,376,932		$	1,135,140
Reinvestment of distributions during the period	$	6,532,388		$	625,000

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

6

Stone Point Credit Corporation

Consolidated Schedule of Investments

As of September 30, 2022 (Unaudited)

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4			Fair Value			Percentage of Net Assets 5
Non-Controlled/Non-Affiliated Investments
Debt Investments – 209.8%
Capital Markets
Orion Advisor Solutions, Inc.	Second Lien Term Loan	LIBOR + 8.50%, 1.00% Floor 10		11.31	%	9/24/2028		16,500,000	$	16,378,713		$	16,276,325			2.1	%
Project K BuyerCo, Inc.	First Lien Term Loan	LIBOR + 5.75%, 0.75% Floor 7		8.87	%	12/10/2027		76,693,182		75,330,265			76,693,182			9.9	%
Project K BuyerCo, Inc.	First Lien Revolving Loan	LIBOR + 5.75%, 0.75% Floor 8		8.87	%	12/10/2027		—		(133,737	)		—			0.0	%
Project K BuyerCo, Inc.	Unsecured Note	N/A		8.00	%	12/8/2028		12,500,000		11,613,948			11,238,138			1.4	%
Resolute Investment Managers, Inc.	First Lien Revolving Loan	LIBOR + 4.25%, 1.00% Floor 10		7.92	%	4/30/2024		5,274,328		5,241,589			5,128,221			0.7	%
Resolute Investment Managers, Inc.	Second Lien Term Loan	LIBOR + 8.00%, 1.00% Floor 10		10.81	%	4/30/2025		846,853		844,424			806,674			0.1	%
Total Capital Markets										109,275,202			110,142,540			14.2	%
Diversified Consumer Services
Harbor Purchaser Inc.	Second Lien Term Loan	SOFR + 8.50%, 1.00% Floor 13		11.53	%	4/8/2030		12,500,000		12,256,155			12,360,266			1.6	%
Total Diversified Financial Services										12,256,155			12,360,266			1.6	%
Diversified Financial Services
Advisor Group Holdings, Inc.6	First Lien Term Loan	LIBOR + 4.50%7		7.62	%	7/31/2026		7,347,633		7,054,171			7,010,597			0.9	%
Advisor Group Holdings, Inc.6	Unsecured Note	N/A		10.75	%	8/1/2027		6,059,250		6,099,234			5,938,065			0.8	%
Advisor Group Holdings, Inc.6	Unsecured Note	N/A		8.63	%	9/30/2027		6,225,000		6,225,000			5,867,374			0.8	%
Beacon Pointe Harmony, LLC	First Lien Term Loan	LIBOR + 5.25%, 0.75% Floor 8 10		8.37	%	12/29/2028		28,855,000		28,327,277			28,075,990			3.6	%
Beacon Pointe Harmony, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.25%, 0.75% Floor 8		8.37	%	12/29/2028		4,319,175		4,142,344			3,914,506			0.5	%
Beacon Pointe Harmony, LLC	First Lien Revolving Loan	LIBOR + 5.25%, 0.75% Floor 8		8.37	%	12/29/2027		—		(52,442	)		(80,992	)		0.0	%
Edelman Financial Center6	Second Lien Term Loan	LIBOR + 6.75% 7		9.87	%	7/20/2026		13,066,497		12,012,501			11,629,182			1.5	%
GC Two Intermediate Holdings, Inc. 6	Unsecured Note	N/A		7.50	%	4/1/2029		7,356,694		6,481,382			6,161,231			0.8	%
Midcap Financial6	Unsecured Note	N/A		6.50	%	5/1/2028		2,118,272		1,769,439			1,810,169			0.2	%
Midcap Financial6	Unsecured Note	N/A		5.63	%	1/15/2030		5,147,168		4,025,995			3,948,736			0.5	%
Millennium Trust Co., LLC6	First Lien Term Loan	SOFR + 5.00%, 1.00% Floor 13		8.13	%	3/27/2026		3,979,381		3,860,424			3,790,719			0.5	%
More Cowbell I LLC	First Lien Term Loan	LIBOR + 6.25%, 1.00% Floor 9		7.79	%	4/10/2028		14,812,500		14,386,469			14,812,500			1.9	%
More Cowbell I LLC	First Lien Delayed Draw Term Loan	LIBOR + 6.25%, 1.00% Floor 9		8.08	%	4/10/2028		14,925,000		14,386,238			14,925,000			1.9	%
TA/WEG Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR + 6.00%, 1.00% Floor 13		9.41	%	10/4/2027		22,245,455		22,037,370			22,245,455			2.9	%
TA/WEG Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR + 6.00%13		7.67	%	10/4/2027		2,486,250		2,449,300			2,486,250			0.3	%
TA/WEG Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR + 6.00%13		7.67	%	10/4/2027		2,490,413		2,412,206			2,490,413			0.3	%
TA/WEG Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR + 6.00%8 13		9.85	%	10/4/2027		2,065,143		2,059,996			2,065,143			0.3	%
TA/WEG Intermediate Holdings, LLC	First Lien Revolving Loan	LIBOR + 6.00%, 1.00% Floor 8 10		6.00	%	10/4/2027		—		(1,346	)		—			0.0	%
TA/WEG Intermediate Holdings, LLC	First Lien Revolving Loan	SOFR + 6.00%8		6.00	%	5/2/2024		—		—			—			0.0	%
Total Diversified Financial Services										137,675,558			137,090,338			17.6	%

7

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4			Fair Value			Percentage of Net Assets 5
Health Care Providers & Services
CORA Health Holdings Corp.	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 10		8.79	%	6/15/2027		14,202,225		14,023,154			13,286,558			1.7	%
CORA Health Holdings Corp.	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 8		8.79	%	6/15/2027		240,591		206,351			(121,558	)		0.0	%
Giving Home Health Care	Second Lien Term Loan	N/A		12.50	%	2/18/2028		4,500,000		4,411,092			4,409,971			0.6	%
Keystone Acquisition Corp.	First Lien Term Loan	LIBOR + 5.75%, 0.75% Floor 10		9.38	%	1/26/2029		16,417,500		16,264,908			16,340,857			2.1	%
MB2 Dental Solutions, LLC	First Lien Term Loan	SOFR + 6.00%, 1.00% Floor 13		9.70	%	1/29/2027		10,867,311		10,675,992			10,717,809			1.4	%
MB2 Dental Solutions, LLC	First Lien Delayed Draw Term Loan	SOFR + 6.00%, 1.00% Floor 13		9.70	%	1/29/2027		2,152,233		2,135,403			2,122,623			0.3	%
MB2 Dental Solutions, LLC	First Lien Delayed Draw Term Loan	SOFR + 6.00%, 1.00% Floor 13		9.70	%	1/29/2027		1,766,118		1,752,306			1,741,819			0.2	%
MB2 Dental Solutions, LLC	First Lien Delayed Draw Term Loan	SOFR + 6.00%, 1.00% Floor 13		9.70	%	1/29/2027		26,834,490		26,388,864			26,465,326			3.4	%
MB2 Dental Solutions, LLC	First Lien Delayed Draw Term Loan	SOFR + 6.00%, 1.00% Floor 8		9.70	%	1/29/2027		—		(47,696	)		(68,785	)		0.0	%
Mirra-PrimeAccess Holdings, LLC	First Lien Term Loan	LIBOR + 6.50%, 1.00% Floor 7		9.62	%	7/29/2026		24,750,000		24,352,478			24,181,382			3.1	%
Mirra-PrimeAccess Holdings, LLC	First Lien Revolving Loan	LIBOR + 6.50%, 1.00% Floor 8 10		9.62	%	7/29/2026		2,055,000		1,994,948			1,992,050			0.3	%
MPH Acquisition Holdings LLC 6	First Lien Term Loan	LIBOR + 4.25%, 0.50% Floor 10		7.32	%	9/1/2028		551,940		513,304			511,667			0.1	%
SpecialtyCare, Inc.	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 10		8.03	%	6/19/2028		13,622,273		13,276,522			12,979,798			1.7	%
SpecialtyCare, Inc.	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 8 10		8.23	%	6/19/2028		106,232		88,907			46,109			0.0	%
SpecialtyCare, Inc.	First Lien Revolving Loan	LIBOR + 4.00% 8		4.00	%	6/18/2026		-		(23,758	)		(50,103	)		0.0	%
Stepping Stones Healthcare Services, LLC	First Lien Term Loan	LIBOR + 5.75%, 0.75% Floor 10		9.42	%	1/2/2029		24,377,500		24,045,276			23,561,794			3.0	%
Stepping Stones Healthcare Services, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 0.75% Floor 8 10		9.42	%	1/2/2029		698,250		660,202			464,079			0.1	%
Stepping Stones Healthcare Services, LLC	First Lien Revolving Loan	ABR + 4.75%, 1.75% Floor 8		11.00	%	12/29/2026		140,000		95,407			22,885			0.0	%
Trinity Partners Holdings LLC	First Lien Term Loan	SOFR + 5.75%, 1.00% Floor 13		8.88	%	12/21/2028		27,415,426		26,937,869			27,084,064			3.5	%
Trinity Partners Holdings LLC	First Lien Delayed Draw Term Loan	SOFR + 5.75%, 1.00% Floor 8		8.88	%	12/21/2028		—		(62,886	)		(90,007	)		0.0	%
TST Intermediate Holdings, LLC	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 9		8.63	%	11/27/2026		12,387,116		12,228,803			12,081,958			1.6	%
TST Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 8		8.50	%	11/27/2026		3,352,885		3,339,955			3,045,254			0.4	%
Total Health Care Providers & Services										183,257,401			180,725,550			23.2	%
Health Care Technology
Ellkay, LLC	First Lien Term Loan	LIBOR + 6.25%, 1.00% Floor 10		9.52	%	9/14/2027		28,600,000		28,112,909			27,941,681			3.6	%
Ellkay, LLC	First Lien Revolving Loan	LIBOR + 6.25%, 1.00% Floor 8		9.52	%	9/14/2027		—		(59,630	)		(83,121	)		0.0	%
FINThrive Software Intermediate Holdings, Inc.	Second Lien Term Loan	LIBOR + 6.75%, 0.50% Floor 7		9.87	%	12/17/2029		21,518,900		21,068,839			19,071,125			2.5	%
GraphPAD Software, LLC	First Lien Term Loan	LIBOR + 5.50%, 1.00% Floor 12		6.50	%	4/27/2027		4,141,935		4,107,366			4,098,462			0.5	%
GraphPAD Software, LLC	First Lien Term Loan	LIBOR + 5.50%, 1.00% Floor 12		6.50	%	4/1/2027		19,850,000		19,678,306			19,641,658			2.5	%
GraphPAD Software, LLC	First Lien Term Loan	LIBOR + 5.50%, 1.00% Floor 10		8.31	%	4/27/2027		17,281,250		17,147,198			17,099,869			2.2	%
GraphPAD Software, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.50%, 1.00% Floor 8		8.31	%	4/1/2027		—		(93,956	)		(115,454	)		0.0	%
GraphPAD Software, LLC	First Lien Revolving Loan	LIBOR + 5.50%, 1.00% Floor 8		8.31	%	4/27/2027		—		(19,096	)		(26,240	)		0.0	%
Imagine Acquisitionco, LLC	First Lien Term Loan	LIBOR + 5.50%, 1.00% Floor 10		8.42	%	11/16/2027		28,721,865		28,351,564			27,838,671			3.6	%
Imagine Acquisitionco, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.50%, 1.00% Floor 8		8.42	%	11/16/2027		—		(27,530	)		(197,748	)		0.0	%

8

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4			Fair Value			Percentage of Net Assets 5
Imagine Acquisitionco, LLC	First Lien Revolving Loan	LIBOR + 5.50%, 1.00% Floor 8		8.42	%	11/16/2027		—		(59,341	)		(142,379	)		0.0	%
Total Health Care Technology										118,206,629			115,126,524			14.8	%
Insurance
AmeriLife Group LLC	First Lien Term Loan	SOFR + 5.75%, 1.00% Floor 13		8.65	%	8/31/2029		42,181,818		41,347,692			41,338,182			5.3	%
AmeriLife Group LLC	First Lien Delayed Draw Term Loan	SOFR + 5.75%, 1.00% Floor 8		8.65	%	8/30/2029		—		(104,153	)		(210,909	)		0.0	%
AmeriLife Group LLC	First Lien Revolving Loan	SOFR + 5.75%, 1.00% Floor 8		8.65	%	8/31/2028		—		(103,963	)		(105,455	)		0.0	%
Assured Partners, Inc. 6	First Lien Term Loan	SOFR + 3.50%, 0.50% Floor 13		6.53	%	2/12/2027		2,380,053		2,251,083			2,262,631			0.3	%
Assured Partners, Inc. 6	Unsecured Note	N/A		5.63	%	1/15/2029		5,648,118		4,528,598			4,370,231			0.6	%
Broadstreet Partners6	Unsecured Note	N/A		5.88	%	4/15/2029		3,739,500		2,988,500			2,951,801			0.4	%
Captive Resources Midco, LLC	First Lien Term Loan	SOFR + 5.50%, 0.75% Floor 13		8.53	%	6/29/2029		29,700,000		29,117,445			29,106,000			3.7	%
Captive Resources Midco, LLC	First Lien Revolving Loan	SOFR + 5.50%, 0.75% Floor 8		8.53	%	7/1/2028		—		(42,208	)		(44,055	)		0.0	%
Euclid Transactional, LLC	First Lien Term Loan	LIBOR + 6.80%, 0.75% Floor 10		10.47	%	10/2/2028		80,000,000		78,441,700			80,800,000			10.4	%
Galway Borrower, LLC	First Lien Term Loan	LIBOR + 5.25%, 0.75% Floor 10		8.92	%	9/29/2028		59,483,470		58,848,128			58,870,600			7.6	%
Galway Borrower, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.25%, 0.75% Floor 8 10		8.92	%	9/29/2028		2,473,833		2,386,077			2,415,092			0.3	%
Galway Borrower, LLC	First Lien Revolving Loan	LIBOR + 5.25%, 0.75% Floor 8		5.25	%	9/30/2027		—		(44,024	)		(42,226	)		0.0	%
Harrington Reinsurance Holdings Limited	Unsecured Note	N/A		7.25	%	6/29/2031		20,000,000		19,635,643			19,641,198			2.5	%
NFP Corp. 6	Unsecured Note	N/A		6.88	%	8/15/2028		27,747,125		22,940,578			21,642,758			2.8	%
NFP Corp. 6	Unsecured Note	N/A		7.50	%	10/1/2030		2,075,000		2,075,000			1,966,063			0.3	%
RSC Acquisition Inc.	First Lien Delayed Draw Term Loan	SOFR + 5.50%, 0.75% Floor 8 13		8.55	%	11/1/2026		6,391,579		6,139,907			6,117,701			0.7	%
Total Insurance										270,406,003			271,079,612			34.9	%
IT Services
Auctane Holdings, LLC	First Lien Term Loan	LIBOR + 5.75%, 0.75% Floor 7		8.38	%	10/5/2028		39,800,000		39,090,659			39,369,772			5.1	%
Auctane Holdings, LLC	First Lien Term Loan	LIBOR + 5.75%, 0.75% Floor 7		8.38	%	10/5/2028		13,059,375		12,825,614			12,918,206			1.7	%
Bottomline Technologies, Inc.	First Lien Term Loan	SOFR + 5.50%, 1.00% Floor 13		8.35	%	5/14/2029		88,384,615		86,677,028			86,754,102			11.2	%
Bottomline Technologies, Inc.	First Lien Revolving Loan	SOFR + 5.50%, 1.00% Floor 8		8.35	%	5/15/2028		—		(137,832	)		(135,876	)		0.0	%
Dcert Buyer, Inc.	Second Lien Term Loan	SOFR + 7.00%  13		9.90	%	2/19/2029		10,000,000		9,981,707			9,616,005			1.2	%
Ensono, Inc.	Second Lien Term Loan	LIBOR + 8.00% 7		11.12	%	5/28/2029		11,250,000		11,149,520			10,133,116			1.3	%
Helpsystems Holdings, Inc.	Second Lien Term Loan	SOFR + 6.75%, 1.00% Floor 13		9.88	%	11/19/2027		10,000,000		10,000,000			9,164,752			1.2	%
Ministry Brands Purchaser, LLC	First Lien Term Loan	LIBOR + 5.50%, 0.75% Floor 10		9.17	%	12/28/2028		17,567,090		17,405,972			17,016,635			2.2	%
Ministry Brands Purchaser, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.50%, 0.75% Floor 8		9.17	%	12/28/2028		—		(25,347	)		(177,031	)		0.0	%
Ministry Brands Purchaser, LLC	First Lien Revolving Loan	LIBOR + 5.50%, 0.75% Floor 8		9.17	%	12/24/2027		—		(14,829	)		(53,109	)		0.0	%
Vision Solutions, Inc.	Second Lien Term Loan	LIBOR + 7.25%, 0.75% Floor 10		10.03	%	4/23/2029		30,000,000		29,746,936			25,672,204			3.3	%
Watchguard Technologies, Inc. 6	First Lien Term Loan	SOFR + 5.25%, 0.75% Floor 13		8.28	%	7/5/2029		5,250,000		4,913,659			4,899,983			0.6	%
WWEX Uni Topco Holdings, LLC	Second Lien Term Loan	LIBOR + 7.00%, 0.75% Floor 10		10.67	%	7/26/2029		20,000,000		19,416,734			18,174,669			2.3	%
Total IT Services										241,029,821			233,353,428			30.0	%

9

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4			Fair Value			Percentage of Net Assets 5
Professional Services
Accordion Partners LLC	First Lien Term Loan	SOFR + 6.25%, 0.75% Floor 13		9.80	%	8/29/2029		23,289,456		22,768,722			22,765,443			2.9	%
Accordion Partners LLC	First Lien Delayed Draw Term Loan	SOFR + 6.25%, 0.75% Floor 8		9.80	%	8/29/2029		—		(50,906	)		(102,972	)		0.0	%
Accordion Partners LLC	First Lien Revolving Loan	SOFR + 6.25%, 0.75% Floor 8		9.80	%	8/31/2028		—		(45,118	)		(45,765	)		0.0	%
Explorer Investor, Inc.	First Lien Term Loan	SOFR + 6.00%, 0.50% Floor 13		9.03	%	6/28/2029		23,882,006		22,466,212			22,449,085			2.9	%
Explorer Investor, Inc.	First Lien Delayed Draw Term Loan	SOFR + 6.00%, 0.50% Floor 8		9.03	%	6/28/2029		—		(299,115	)		(303,488	)		0.0	%
IG Investments Holdings	First Lien Term Loan	LIBOR + 6.00%, 0.75% Floor 10		9.67	%	9/22/2028		64,292,775		63,161,788			63,265,684			8.1	%
IG Investments Holdings	First Lien Term Loan	LIBOR + 6.00%, 0.75% Floor 10		9.67	%	9/22/2028		4,962,406		4,917,532			4,883,131			0.6	%
IG Investments Holdings	First Lien Revolving Loan	LIBOR + 6.00%, 0.75% Floor 8		9.67	%	9/22/2027		—		(83,812	)		(80,799	)		0.0	%
Geosyntec Consultants, Inc.	First Lien Term Loan	SOFR + 5.25%, 1.00% Floor 13		8.28	%	5/18/2029		10,467,765		10,290,630			10,298,163			1.3	%
Geosyntec Consultants, Inc.	First Lien Delayed Draw Term Loan	SOFR + 5.25%, 1.00% Floor 8		8.28	%	5/18/2029		—		(36,618	)		(71,242	)		0.0	%
Geosyntec Consultants, Inc.	First Lien Revolving Loan	SOFR + 5.25%, 1.00% Floor 8		8.28	%	5/18/2027		—		(26,660	)		(26,070	)		0.0	%
Heights Buyer LLC	First Lien Term Loan	SOFR + 5.75%, 1.00% Floor 13		8.69	%	8/25/2028		15,961,538		15,487,097			15,482,692			2.0	%
Heights Buyer LLC	First Lien Delayed Draw Term Loan	SOFR + 5.75%, 1.00% Floor 8		8.69	%	8/25/2028		—		(50,448	)		(76,615	)		0.0	%
Heights Buyer LLC	First Lien Revolving Loan	SOFR + 5.75%, 1.00% Floor 8 13		8.69	%	8/25/2028		159,615		93,467			92,577			0.0	%
MBO Partner, Inc.	First Lien Term Loan	SOFR + 7.75%, 1.00% Floor 13		11.45	%	5/23/2028		44,775,000		43,470,973			43,527,149			5.6	%
MBO Partner, Inc.	First Lien Delayed Draw Term Loan	SOFR + 7.75%, 1.00% Floor 8 13		11.45	%	5/23/2028		10,064,113		9,632,057			9,507,428			1.2	%
People 2.0, Inc.	First Lien Term Loan	SOFR + 7.50%, 1.00% Floor 13		10.53	%	7/12/2028		45,500,000		44,606,796			44,590,000			5.7	%
Vaco Holdings	First Lien Term Loan	SOFR + 5.00%, 0.75% Floor 13		8.70	%	1/19/2029		5,774,326		5,601,389			5,616,667			0.7	%
Total Professional Services										241,903,986			241,771,068			31.1	%
Real Estate Management & Development
2-10 Holdco, Inc.	First Lien Term Loan	SOFR + 6.00%, 1.00% Floor 13		9.13	%	3/26/2026		49,250,000		48,635,606			49,399,093			6.4	%
2-10 Holdco, Inc.	First Lien Revolving Loan	SOFR + 6.00%, 1.00% Floor 8		9.13	%	3/26/2026		—		(32,673	)		—			0.0	%
Total Real Estate Management & Development										48,602,933			49,399,093			6.4	%
Software
Anaplan, Inc.	First Lien Term Loan	SOFR + 6.50%, 1.00% Floor 13		9.53	%	6/21/2029		20,672,334		20,266,592			20,263,985			2.6	%
Anaplan, Inc.	First Lien Revolving Loan	SOFR + 6.50%, 1.00% Floor 8		9.53	%	6/21/2028		—		(29,481	)		(30,539	)		0.0	%
AxiomSL Group, Inc.	First Lien Term Loan	LIBOR + 6.00%, 1.00% Floor 7		9.12	%	12/3/2027		34,804,474		34,210,573			34,026,690			4.4	%
AxiomSL Group, Inc.	First Lien Delayed Draw Term Loan	LIBOR + 6.00%, 1.00% Floor 8		9.12	%	12/3/2027		—		(18,613	)		(50,815	)		0.0	%
AxiomSL Group, Inc.	First Lien Revolving Loan	LIBOR + 6.00%, 1.00% Floor 8		9.12	%	12/3/2025		—		(36,035	)		(55,446	)		0.0	%

10

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4			Fair Value			Percentage of Net Assets 5
Diligent Corporation	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 9		8.63	%	8/4/2025		29,550,000		29,347,055			28,628,559			3.7	%
Diligent Corporation	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 9		8.63	%	8/4/2025		9,850,000		9,780,502			9,542,853			1.2	%
Diligent Corporation	First Lien Revolving Loan	LIBOR + 6.25%, 1.00% Floor 8 9		8.63	%	8/4/2025		2,500,000		2,467,131			2,344,088			0.3	%
GovDelivery Holdings, LLC	First Lien Term Loan	LIBOR + 6.50%, 1.00% Floor 9		10.67	%	1/29/2027		27,241,366		26,716,676			26,596,249			3.4	%
GovDelivery Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR + 6.00%, 1.00% Floor 8 9		10.67	%	1/29/2027		20,381,980		19,944,301			18,998,640			2.4	%
GovDelivery Holdings, LLC	First Lien Revolving Loan	LIBOR + 6.50%, 1.00% Floor 8		10.67	%	1/29/2027		—		(26,127	)		(57,163	)		0.0	%
GS Acquisitionco, Inc.	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 9		9.92	%	5/22/2026		35,701,539		35,599,941			34,492,590			4.4	%
GS Acquisitionco, Inc.	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 8		9.92	%	5/22/2026		—		(30,654	)		(304,763	)		0.0	%
Ion Trading Technologies 6	Unsecured Note	N/A		5.75	%	5/15/2028		1,875,000		1,528,125			1,525,781			0.2	%
Mandolin Technology Intermediate Holdings, Inc.	Second Lien Term Loan	LIBOR + 6.50%, 0.50% Floor 10		9.31	%	7/30/2029		17,500,000		17,336,702			16,618,002			2.1	%
Maverick 1 LLC	Second Lien Term Loan	LIBOR + 6.75%, 0.75% Floor 10		9.56	%	5/18/2029		9,000,000		8,960,479			8,909,263			1.1	%
McAfee Enterprise 6	First Lien Term Loan	LIBOR + 4.75%, 0.75% Floor 7		7.87	%	7/27/2028		3,193,970		2,961,255			2,893,737			0.4	%
McAfee Enterprise 6	First Lien Term Loan	SOFR + 3.75%, 0.50% Floor 13		6.36	%	3/1/2029		1,094,611		1,034,499			1,001,372			0.1	%
RealPage, Inc 6	Second Lien Term Loan	LIBOR + 6.50%, 0.75% Floor 7		9.62	%	4/23/2029		5,628,559		5,515,988			5,480,837			0.7	%
Simplifi Holdings, Inc.	First Lien Term Loan	LIBOR + 5.50%, 0.75% Floor 10		7.79	%	10/1/2027		26,905,121		26,441,494			26,690,107			3.4	%
Simplifi Holdings, Inc.	First Lien Revolving Loan	LIBOR + 5.50%, 0.75% Floor 8		7.79	%	10/1/2026		—		(46,271	)		(23,108	)		0.0	%
Spirit RR Holdings, Inc.	First Lien Term Loan	SOFR + 6.50%, 1.00% Floor 13		9.38	%	9/13/2028		14,002,261		13,585,644			13,582,193			1.7	%
Spirit RR Holdings, Inc.	First Lien Delayed Draw Term Loan	SOFR + 6.50%, 1.00% Floor 8		9.38	%	9/13/2024		—		(45,144	)		(91,015	)		0.0	%
Spirit RR Holdings, Inc.	First Lien Revolving Loan	SOFR + 6.50%, 1.00% Floor 8		9.38	%	9/13/2028		—		(41,662	)		(42,007	)		0.0	%
Syntax Systems Limited	First Lien Term Loan	LIBOR + 5.50%, 0.75% Floor 7		8.62	%	10/29/2028		10,733,168		10,636,750			10,444,336			1.3	%
Syntax Systems Limited	First Lien Delayed Draw Term Loan	LIBOR + 5.50%, 0.75% Floor 8		8.62	%	10/15/2028		—		(25,899	)		(79,932	)		0.0	%
Syntax Systems Limited	First Lien Revolving Loan	LIBOR + 5.50%, 0.75% Floor 8 10		8.62	%	10/29/2026		792,079		781,763			760,107			0.1	%
Tamarack Intermediate LLC	First Lien Revolving Loan	SOFR + 5.75%, 0.75% Floor 13		9.23	%	3/13/2028		21,430,664		21,030,010			21,043,845			2.7	%
Tamarack Intermediate LLC	First Lien Delayed Draw Term Loan	SOFR + 5.75%, 0.75% Floor 8		9.23	%	3/13/2028		—		(63,775	)		(63,456	)		0.0	%
Total Software										287,781,819			283,044,990			36.4	%

11

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4		Fair Value		Percentage of Net Assets 5
Equity and Warrants—1.8%
Capital Markets
GT Polaris Holdings, Inc.	Equity	N/A		12.50	%	N/A		8,280,000		7,873,306		8,122,760		1.0	%
Total Capital Markets										7,873,306		8,122,760		1.0	%
Health Care Technology
Imagine Acquisitionco, LLC	Equity	N/A		N/A		N/A		2,000,000		2,000,000		2,088,797		0.3	%
Imagine Acquisitionco, LLC	Equity	N/A		N/A		N/A		2,000,000		—		—		0.0	%
Total Health Care Tehnology										2,000,000		2,088,797		0.3	%
Software
Spirit RR Holdings, Inc.	Equity	N/A		N/A		N/A		3,489,523		3,538,866		3,538,861		0.5	%
Total Software										3,538,866		3,538,861		0.5	%
Warrants – 0.0%
Health Care Providers & Services
Giving Home Health Care	Warrants	N/A		N/A		N/A		2,917		29		—		0.0	%
Total Health Care Providers & Services										29		—		0.0	%
Total Non-Controlled/Non-Affiliated Investments									$	1,663,807,708	$	1,647,843,827		212.0	%

(1)	All of the Company's investments are domiciled in the United States except for Harrington Reinsurance Holdings Limited and Syntax Systems Limited, which are domiciled in Bermuda and Canada, respectively.
(2)	Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.
(3)	All investments were qualifying assets as defined under Section 55(a) of the Investment Company Act of 1940 except for Harrington Reinsurance Holdings Limited and Syntax Systems Limited.
(4)	Cost represents the original cost adjusted for amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)	Percentage is based on net assets of $777,318,603 as of September 30, 2022.
(6)	Represents securities categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.
(7)	The interest rate on this security is subject to a base rate plus 1 Month "1M" London Inter-Bank Offered Rate (“LIBOR”), which at September 30, 2022 was 3.14%.
(8)	This investment has an unfunded commitment as of September 30, 2022. For further details, see Note 5. Fair value includes an analysis of the unfunded commitment.
(9)	The interest rate on this security is subject to a base rate plus 6 Month "6M" LIBOR, which at September 30, 2022 was 4.23%.
(10)	The interest rate on this security is subject to a base rate plus 3 Month "3M" LIBOR, which at September 30, 2022 was 3.75%.
(11)	The interest rate on this security is subject to the Alternate Base Rate, which at September 30, 2022 was 6.25%.
(12)	The interest rate on this security is subject to a base rate plus 12 Month "12M" LIBOR, which at September 30, 2022 was 4.78%.
(13)	The interest rate on this security is subject to the Secured Overnight Financing Rate (“SOFR”), which at September 30, 2022 was 2.98%.

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

12

Stone Point Credit Corporation

Consolidated Schedule of Investments

As of December 31, 2021

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4			Fair Value			Percentage of Net Assets 5
Non-Controlled/Non-Affiliated Investments
Debt Investments – 212.1%
Capital Markets
Project K BuyerCo, Inc.	First Lien Term Loan	LIBOR + 6.00%, 0.75% Floor 10		6.75	%	12/10/2027	$	77,272,727	$	75,743,674		$	75,727,273			13.9	%
Project K BuyerCo, Inc.	First Lien Revolving Loan	LIBOR + 6.00%, 0.75% Floor 8		6.75	%	12/10/2027		—		(152,994	)		(154,545	)		0.0	%
Resolute Investment Managers, Inc.	First Lien Revolving Loan	LIBOR + 4.25%, 1.00% Floor 10		5.25	%	4/30/2024		5,334,098		5,286,083			5,334,098			1.0	%
Resolute Investment Managers, Inc.	Second Lien Term Loan	LIBOR + 8.00%, 1.00% Floor 10		9.00	%	4/30/2025		846,853		843,712			846,853			0.2	%
Total Capital Markets										81,720,475			81,753,679			15.0	%
Diversified Financial Services
Beacon Pointe Harmony, LLC	First Lien Term Loan	LIBOR + 5.25%, 0.75% Floor 10		6.00	%	12/19/2028		29,000,000		28,420,747			28,512,553			5.2	%
Beacon Pointe Harmony, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.25%, 0.75% Floor 8		6.00	%	12/19/2028		—		(149,811	)		(252,128	)		0.0	%
Beacon Pointe Harmony, LLC	First Lien Revolving Loan	LIBOR + 5.25%, 0.75% Floor 8		6.00	%	12/19/2028		—		(59,918	)		(50,426	)		0.0	%
More Cowbell I LLC	First Lien Term Loan	LIBOR + 6.25%, 1.00% Floor 9		7.25	%	4/10/2028		14,925,000		14,451,428			14,925,000			2.7	%
More Cowbell I LLC	First Lien Delayed Draw Term Loan	LIBOR + 6.25%, 1.00% Floor 8		7.25	%	4/10/2028		—		(326,821	)		—			0.0	%
TA/WEG Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 10		6.75	%	10/4/2027		22,414,205		22,125,703			22,414,205			4.1	%
TA/WEG Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 10		6.75	%	10/4/2027		2,500,000		2,456,239			2,500,000			0.5	%
TA/WEG Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 8 10		6.75	%	10/4/2027		1,330,308		1,322,080			1,330,308			0.2	%
TA/WEG Intermediate Holdings, LLC	First Lien Revolving Loan	LIBOR + 5.75%, 1.00% Floor 8 10		6.75	%	10/4/2027		192,500		191,154			192,500			0.0	%
Total Diversified Financial Services										68,430,801			69,572,012			12.8	%

13

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4			Fair Value			Percentage of Net Assets 5
Health Care Providers & Services
CORA Health Holdings Corp.	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 10		6.75	%	6/15/2027		14,310,090		14,109,039			14,310,090			2.6	%
CORA Health Holdings Corp.	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 8		6.75	%	6/15/2027		—		(38,457	)		—			0.0	%
Mamba Purchaser, Inc.	Second Lien Term Loan	LIBOR + 6.50%, 0.50% Floor 7		7.00	%	10/15/2029		15,000,000		14,877,318			14,875,000			2.7	%
MB2 Dental Solutions, LLC	First Lien Term Loan	LIBOR + 6.00%, 1.00% Floor 10		7.00	%	1/29/2027		10,950,057		10,728,154			10,950,057			2.0	%
MB2 Dental Solutions, LLC	First Lien Delayed Draw Term Loan	LIBOR + 6.00%, 1.00% Floor 10		7.00	%	1/29/2027		3,530,413		3,496,882			3,530,413			0.6	%
MB2 Dental Solutions, LLC	First Lien Delayed Draw Term Loan	ABR + 5.00%, 2.00% Floor 11		8.25	%	1/29/2027		417,688		413,721			417,688			0.1	%
MB2 Dental Solutions, LLC	First Lien Delayed Draw Term Loan	LIBOR + 6.00%, 1.00% Floor 8 10		7.00	%	1/29/2027		5,940,000		5,620,291			5,940,000			1.1	%
Mirra-PrimeAccess Holdings, LLC	First Lien Term Loan	LIBOR + 6.50%, 1.00% Floor 10		7.50	%	7/29/2026		24,937,500		24,472,250			24,625,616			4.5	%
Mirra-PrimeAccess Holdings, LLC	First Lien Revolving Loan	LIBOR + 6.50%, 1.00% Floor 8		7.50	%	7/29/2026		—		(60,052	)		(34,268	)		0.0	%
SpecialtyCare, Inc.	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 7		6.75	%	6/18/2028		13,725,212		13,337,609			13,541,199			2.5	%
SpecialtyCare, Inc.	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 8		6.75	%	6/18/2028		—		(17,749	)		(17,091	)		0.0	%
SpecialtyCare, Inc.	First Lien Revolving Loan	LIBOR + 4.00% 7 8		4.08	%	6/18/2026		—		(28,541	)		(14,243	)		0.0	%
Stepping Stones Healthcare Services, LLC	First Lien Term Loan	LIBOR + 5.75%, 0.75% Floor 10		6.50	%	1/2/2029		24,500,000		24,133,018			24,181,500			4.4	%
Stepping Stones Healthcare Services, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 0.75% Floor 8		6.50	%	1/2/2029		—		(34,973	)		(91,000	)		0.0	%
Stepping Stones Healthcare Services, LLC	First Lien Revolving Loan	LIBOR + 5.75%, 0.75% Floor 8		6.50	%	12/29/2026		—		(52,442	)		(45,500	)		0.0	%
Trinity Partners Holdings LLC	First Lien Term Loan	LIBOR + 5.75%, 0.75% Floor 10		6.50	%	12/21/2028		27,553,191		27,005,646			27,060,751			5.0	%
Trinity Partners Holdings LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 0.75% Floor 8		6.50	%	12/21/2028		—		(74,019	)		(133,092	)		0.0	%
TST Intermediate Holdings, LLC	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 10		6.75	%	11/27/2026		12,480,905		12,296,189			12,387,322			2.3	%
TST Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 8		6.75	%	11/27/2026		—		—			(93,726	)		0.0	%
Total Health Care Providers & Services										150,183,884			151,390,716			27.8	%
Health Care Technology
Ellkay, LLC	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 10		6.75	%	9/14/2027		28,816,667		28,266,349			28,326,057			5.2	%
Ellkay, LLC	First Lien Revolving Loan	LIBOR + 5.75%, 1.00% Floor 8		6.75	%	9/14/2027		—		(68,629	)		(61,480	)		0.0	%
GraphPAD Software, LLC	First Lien Term Loan	LIBOR +5.50%, 1.00% Floor 7		6.50	%	4/27/2027		4,173,314		4,132,543			4,131,581			0.8	%
GraphPAD Software, LLC	First Lien Term Loan	LIBOR +5.50%, 1.00% Floor 7		6.50	%	4/1/2027		20,000,000		19,801,118			19,800,000			3.6	%
GraphPAD Software, LLC	First Lien Term Loan	LIBOR +5.50%, 1.00% Floor 12		6.50	%	4/27/2027		17,412,500		17,255,781			17,238,375			3.2	%
GraphPAD Software, LLC	First Lien Delayed Draw Term Loan	LIBOR +5.50%, 1.00% Floor 8		6.50	%	4/27/2027		—		(109,167	)		(110,000	)		0.0	%
GraphPAD Software, LLC	First Lien Revolving Loan	LIBOR + 6.00%, 1.00% Floor 8		7.00	%	4/27/2027		—		(22,220	)		(25,000	)		0.0	%
Imagine Acquisitionco, LLC	First Lien Term Loan	LIBOR +5.50%, 1.00% Floor 10		6.50	%	11/16/2027		28,938,907		28,512,050			28,406,654			5.2	%
Imagine Acquisitionco, LLC	First Lien Delayed Draw Term Loan	LIBOR +5.50%, 1.00% Floor 8		6.50	%	11/16/2027		—		(31,571	)		(118,278	)		0.0	%
Imagine Acquisitionco, LLC	First Lien Revolving Loan	LIBOR +5.50%, 1.00% Floor 8		6.50	%	11/16/2027		—		(67,995	)		(85,160	)		0.0	%
FINThrive Software Intermediate Holdings, Inc.	Second Lien Term Loan	LIBOR + 6.75%, 0.50% Floor 10		7.25	%	12/17/2029		20,000,000		19,700,093			19,700,000			3.6	%
Total Health Care Technology										117,368,352			117,202,749			21.5	%

14

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4			Fair Value			Percentage of Net Assets 5
Insurance
Captive Resources Midco, LLC	First Lien Term Loan	LIBOR + 5.50%, 0.75% Floor 10		6.25	%	5/31/2027		65,000,000		64,273,037			64,187,500			11.8	%
Euclid Transactional, LLC	First Lien Term Loan	LIBOR + 7.22%, 0.75% Floor 7		7.97	%	10/2/2028		80,000,000		78,294,529			78,250,000			14.3	%
Galway Borrower, LLC	First Lien Term Loan	LIBOR + 5.25%, 0.75% Floor 10		6.00	%	9/29/2028		61,210,227		60,497,358			60,067,470			11.0	%
Galway Borrower, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.25%, 0.75% Floor 8		6.00	%	9/29/2028		—		(84,906	)		(172,459	)		0.0	%
Galway Borrower, LLC	First Lien Revolving Loan	LIBOR + 5.25%, 0.75% Floor 8		6.00	%	9/30/2027		—		(54,321	)		(82,123	)		0.0	%
Harrington Reinsurance Holdings Limited	Unsecured Note	N/A		7.25	%	6/29/2031		20,000,000		19,613,993			20,000,000			3.7	%
Total Insurance										222,539,690			222,250,388			40.7	%
IT Services
Dcert Buyer, Inc. 6	Second Lien Term Loan	LIBOR + 7.00% 7		7.10	%	2/19/2029		10,000,000		9,976,907			10,041,650			1.8	%
Ensono, Inc.	Second Lien Term Loan	LIBOR + 8.00% 9		8.35	%	5/28/2029		11,250,000		11,140,822			11,250,000			2.1	%
Helpsystems Holdings, Inc.	Second Lien Term Loan	LIBOR + 6.75%, 0.75% Floor 10		7.50	%	11/19/2027		10,000,000		10,000,000			10,000,000			1.8	%
Ministry Brands Purchaser, LLC	First Lien Term Loan	LIBOR + 5.50%, 0.75% Floor 10		6.25	%	12/28/2028		17,655,367		17,478,911			17,498,763			3.2	%
Ministry Brands Purchaser, LLC	First Lien Delayed Draw Term Loan	LIBOR + 5.50%, 0.75% Floor 8		6.25	%	12/28/2028		—		(28,236	)		(50,113	)		0.0	%
Ministry Brands Purchaser, LLC	First Lien Revolving Loan	LIBOR + 5.50%, 0.75% Floor 8		6.25	%	12/24/2027		—		(16,941	)		(15,034	)		0.0	%
Stamps.com Inc	First Lien Term Loan	LIBOR + 5.75%, 0.75% Floor 10		6.50	%	10/5/2028		53,125,000		52,080,388			52,062,500			9.5	%
Vision Solutions, Inc. 6	Second Lien Term Loan	LIBOR + 7.25%, 0.75% Floor 10		8.00	%	4/23/2029		13,000,000		12,880,544			13,020,345			2.4	%
WWEX Uni Topco Holdings, LLC	Second Lien Term Loan	LIBOR + 7.00%, 0.75% Floor 10		7.75	%	7/26/2029		20,000,000		19,369,608			20,000,000			3.7	%
Total IT Services										132,882,003			133,808,111			24.5	%
Professional Services
Eisner Advisory Group	First Lien Term Loan	LIBOR + 5.25%, 0.75% Floor 10		6.00	%	7/28/2028		17,955,000		17,787,148			17,884,465			3.3	%
IG Investments Holdings	First Lien Term Loan	LIBOR + 6.00%, 0.75% Floor 10		6.75	%	9/22/2028		64,779,841		63,526,192			63,374,098			11.6	%
IG Investments Holdings	First Lien Revolving Loan	LIBOR + 6.00%, 0.75% Floor 8 10		6.75	%	9/22/2027		2,528,902		2,432,497			2,419,146			0.4	%
Tempus, LLC	First Lien Term Loan	LIBOR + 6.00%, 1.00% Floor 10		7.00	%	2/5/2027		34,780,144		34,282,162			34,780,144			6.4	%
Tempus, LLC	First Lien Delayed Draw Term Loan	LIBOR + 6.00%, 1.00% Floor 8 10		7.00	%	2/5/2027		5,297,297		4,838,068			5,297,297			1.0	%
Total Professional Services										122,866,067			123,755,150			22.7	%
Real Estate Management & Development
2-10 Holdco, Inc.	First Lien Term Loan	LIBOR + 6.00%, 0.75% Floor 10		6.75	%	3/26/2026		49,625,000		48,975,723			49,625,000			9.1	%
2-10 Holdco, Inc.	First Lien Revolving Loan	LIBOR + 6.00%, 0.75% Floor 8		6.75	%	3/26/2026		—		(35,468	)		—			0.0	%
Total Real Estate Management & Development										48,940,255			49,625,000			9.1	%
Software
AxiomSL Group, Inc.	First Lien Term Loan	LIBOR + 6.00%, 1.00% Floor 10		7.00	%	12/3/2027		35,068,812		34,409,007			34,134,174			6.3	%
AxiomSL Group, Inc.	First Lien Delayed Draw Term Loan	LIBOR + 6.00%, 1.00% Floor 8		7.00	%	12/3/2027		—		(21,176	)		(60,602	)		0.0	%
AxiomSL Group, Inc.	First Lien Revolving Loan	LIBOR + 6.00%, 1.00% Floor 8		7.00	%	12/3/2025		—		(44,523	)		(66,125	)		0.0	%

15

Portfolio Company 1 2 3	Type of Investment	Reference Rate and Spread	Interest Rate			Maturity	Par Amount / Units		Cost 4			Fair Value			Percentage of Net Assets 5
Diligent Corporation	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 10		6.75	%	8/4/2025		29,775,000		29,521,553			29,460,025			5.4	%
Diligent Corporation	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 10		6.75	%	8/4/2025		9,925,000		9,838,228			9,820,008			1.8	%
Diligent Corporation	First Lien Revolving Loan	LIBOR + 5.75%, 1.00% Floor 8		6.75	%	8/4/2025		—		(41,514	)		(52,893	)		0.0	%
GovDelivery Holdings, LLC	First Lien Term Loan	LIBOR + 6.50%, 1.00% Floor 10		7.50	%	1/29/2027		27,448,262		26,837,034			27,448,262			5.0	%
GovDelivery Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR + 6.00%, 1.00% Floor 8 10		7.00	%	1/29/2027		20,536,000		20,029,022			20,047,798			3.7	%
GovDelivery Holdings, LLC	First Lien Revolving Loan	LIBOR + 6.50%, 1.00% Floor 8		7.50	%	1/29/2027		—		(30,638	)		—			0.0	%
GS Acquisitionco, Inc.	First Lien Term Loan	LIBOR + 5.75%, 1.00% Floor 10		6.75	%	5/22/2026		23,964,504		23,849,189			23,872,644			4.4	%
GS Acquisitionco, Inc.	First Lien Delayed Draw Term Loan	LIBOR + 5.75%, 1.00% Floor 8		6.75	%	5/22/2026		—		(50,813	)		(80,399	)		0.0	%
Mandolin Technology Intermediate Holdings, Inc.	Second Lien Term Loan	LIBOR + 6.50%, 0.50% Floor 10		7.00	%	7/30/2029		17,500,000		17,321,118			17,412,500			3.2	%
Maverick 1 LLC	Second Lien Term Loan	LIBOR + 6.75%, 0.75% Floor 10		7.50	%	5/18/2029		8,000,000		7,960,517			8,000,000			1.5	%
Maverick 1 LLC	Second Lien Delayed Draw Term Loan	LIBOR + 6.75%, 0.75% Floor 8		7.50	%	5/18/2029		—		—			—			0.0	%
Simplifi Holdings, Inc.	First Lien Term Loan	LIBOR + 5.50%, 0.75% Floor 10		6.25	%	10/1/2027		27,108,434		26,581,842			26,566,265			4.9	%
Simplifi Holdings, Inc.	First Lien Revolving Loan	LIBOR + 5.50%, 0.75% Floor 8		6.25	%	10/1/2026	��	—		(54,918	)		(57,831	)		0.0	%
Syntax Systems Limited	First Lien Term Loan	LIBOR + 5.50%, 0.75% Floor 7		6.25	%	10/31/2028		10,814,480		10,708,078			10,706,335			2.0	%
Syntax Systems Limited	First Lien Delayed Draw Term Loan	LIBOR + 5.50%, 0.75% Floor 7		6.25	%	10/31/2028		—		(28,980	)		(29,703	)		0.0	%
Syntax Systems Limited	First Lien Revolving Loan	LIBOR + 5.50%, 0.75% Floor 7 8		6.25	%	10/31/2028		519,604		508,020			507,723			0.1	%
Total Software										207,291,046			207,628,181			38.1	%
Equity Investments—0.4% Health Care Technology
Imagine Acquisitionco, LLC	Equity	N/A		N/A		N/A		2,000,000		2,000,000			2,000,000			0.4	%
Total Health Care Technology										2,000,000			2,000,000			0.4	%
Total Non-Controlled/Non-Affiliated Investments									$	1,154,222,573		$	1,158,985,986			212.4	%

(1)	All of the Company’s investments are domiciled in the United States except for Harrington Reinsurance Holdings Limited and Syntax Systems Limited, which are domiciled in Bermuda and Canada, respectively.
(2)	Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.
(3)	All investments were qualifying assets as defined under Section 55(a) of the Investment Company Act of 1940 except for Harrington Reinsurance Holdings Limited and Syntax Systems Limited.
(4)	Cost represents the original cost adjusted for amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)	Percentage is based on net assets of $545,569,359 as of December 31, 2021.
(6)	Represents securities categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.
(7)	The interest rate on this security is subject to a base rate plus 1 Month “1M” LIBOR, which at December 31, 2021 was 0.101%.
(8)	This investment has an unfunded commitment as of December 31, 2021. For further details, see Note 5. Fair value includes an analysis of the unfunded commitment.
(9)	The interest rate on this security is subject to a base rate plus 6 Month “6M” LIBOR, which at December 31, 2021 was 0.339%.
(10)	The interest rate on this security is subject to a base rate plus 3 Month “3M” LIBOR, which at December 31, 2021 was 0.209%.
(11)	The interest rate on this security is subject to the Alternate Base Rate, which at December 31, 2021 was 3.25%.
(12)	The interest rate on this security is subject to a base rate plus 12 Month “12M” LIBOR, which at December 31, 2021 was 0.583%.

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

16

Stone Point Credit Corporation

Notes to Consolidated Financial Statements

September 30, 2022

Note 1. Organization

Organization

Stone Point Credit Corporation (the “Company”) was formed as a Delaware limited liability company on September 8, 2020 with the name Stone Point Capital Credit LLC. The Company has elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with its election to be regulated as a BDC, the Company converted to a Delaware corporation, changed its name to Stone Point Credit Corporation, and commenced operations on December 1, 2020. In addition, for tax purposes, Stone Point Credit Corporation has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company is managed by Stone Point Credit Adviser LLC (the “Adviser”). The Adviser is a Delaware limited liability company that is registered with the Securities Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Subject to the supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of the Company and provides the Company with investment advisory and management services. The Adviser is an affiliate of Stone Point Capital LLC (“Stone Point Capital” or together with its credit-focused affiliates, as applicable, “Stone Point Credit”), which is an alternative investment management platform specializing in investments within the global financial services industry and related sectors.

On June 11, 2021, the Company formed SPCC Funding I LLC (the “SPV”), a wholly-owned financing subsidiary, for the purpose of holding pledged investments as collateral under a financing facility.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. The Company intends to invest primarily in senior secured or unsecured loans and, to a lesser extent, subordinated loans, mezzanine loans and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

Interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, they may not include all information and notes required by U.S. GAAP for annual financial statements. U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending on December 31, 2022.

17

The accompanying consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of the Company and the SPV. All intercompany balances and transactions have been eliminated in consolidation. All references made to the “Company,” “we,” and “us” herein include Stone Point Credit Corporation and the consolidated SPV. The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The Company’s fiscal year ends on December 31. The functional currency of the Company is U.S. dollars.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates and such differences could be material.

18

Cash and Cash Equivalents

Cash and cash equivalents consists of deposits in a money market account and demand deposits held at a custodian bank. Cash and cash equivalents are carried at cost, which approximates fair value. The Company’s deposits may, at times, exceed the insured limits under applicable law.

Deferred Financing Costs

Financing costs incurred in connection with the Company’s borrowings (see Note 6) are deferred and amortized over the life of the corresponding facility. The Company records origination and other expenses related to its debt obligations as deferred financing costs. Deferred financing costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability.

Organizational and Offering Expenses

Organizational expenses are costs associated with the organization of the Company and are expensed as incurred. Offering expenses are costs associated with the offering of shares of common stock (“Common Stock”) of the Company and are capitalized as deferred offering expenses in the Consolidated Statement of Assets and Liabilities. Deferred offering expenses are amortized over a twelve-month period from incurrence.

Income Taxes

The Company has elected to be treated, and intends to qualify annually, as a RIC under the Code. So long as the Company maintains its tax treatment as a RIC, it generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains distributed to stockholders as dividends. To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements as well as distribute each taxable year dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of the Company’s “investment company taxable income,” which is generally the Company’s net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.

The Company evaluates tax positions taken or expected to be taken while preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted later based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain income tax positions from inception through September 30, 2022. The Company’s federal and state tax returns for the prior two fiscal years remain open, subject to examination by the Internal Revenue Service.

Distributions

Distributions to common stockholders are recorded as of the record date. The amount to be paid out as a distribution is determined by the Board.

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Dividend Reinvestment Plan

The Company has adopted an “opt out” dividend reinvestment plan (“DRIP”), under which a Stockholder’s distributions would automatically be reinvested under the DRIP in additional whole and fractional Shares, unless the Stockholder “opts out” of the DRIP, thereby electing to receive cash dividends.

The Company uses newly issued shares of Common Stock to implement the DRIP. Shares of Common Stock are issued at a price per share equal to the most recent net asset value per share determined by the Board.

Stockholders who receive distributions in the form of additional shares of Common Stock generally will be subject to the same U.S. federal, state and local tax consequences as Stockholders who elect not to reinvest distributions. Participation in the DRIP will not in any way reduce the amount of a Stockholder’s Capital Commitment.

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Valuation of Portfolio Securities

In accordance with Rule 2a-5 under the 1940 Act, effective September 8, 2022, the Board has designated the Adviser as the Company’s “Valuation Designee”. The Adviser, with the assistance of the Valuation Committee, subject to oversight by the Board, is responsible for determining the fair value of the Company’s investments in accordance with valuation policies and procedures approved by the Board (“Valuation Policy”) in instances where there is no readily available market value. Investments for which market quotations are readily available may be priced by independent pricing services. From time to time, the Company retains an external, independent valuation firm to provide data and valuation analyses on the Company’s portfolio companies.

The Company’s investment portfolio is recorded at fair value as determined in good faith in accordance with the Valuation Policy and, as a result, there is and will be uncertainty as to the value of the Company’s portfolio investments. Under the 1940 Act, the Company is required to carry its portfolio investments at market value or, if there is no readily available market value, at fair value as determined in accordance with procedures established by the Board. There is not a public market or active secondary market for many of the types of investments in privately held companies that the Company intends to hold and make. The Company’s investments may not be publicly traded or actively traded on a secondary market but, instead, may be traded on a privately negotiated over-the-counter secondary market for institutional investors, if at all. As a result, these investments are valued quarterly at fair value as determined in good faith in accordance with the Valuation Policy approved by the Board.

The determination of fair value, and thus the amount of unrealized appreciation or depreciation the Company may recognize in any reporting period, is to a degree subjective, and the Adviser has a conflict of interest in making recommendations of fair value. The types of factors that may be considered in determining the fair values of the Company’s investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow, current market interest rates, precedent transactions and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, the valuations may fluctuate significantly over short periods of time due to changes in current market conditions. The determinations of fair value in accordance with the Valuation Policy may differ materially from the values that would have been used if an active market and market quotations existed for such investments. The Company’s net asset value could be adversely affected if the determinations regarding the fair value of the investments were materially higher than the values that the Company ultimately realizes upon the disposal of such investments.

Company Common Stock Share Valuation

In accordance with U.S. GAAP, the net asset value per share of the outstanding shares of Common Stock is determined at least quarterly by dividing the value of total assets minus liabilities by the total number of shares outstanding.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. During the three and nine months ended September 30, 2022, the Company recorded $657,874 and $984,078 of realized gains, respectively. During the three and nine months ended September 30, 2021, the Company recorded $213,125, and $213,125 of realized gains, respectively. During the three and nine months ended September 30, 2022, the Company recorded $14,617,098 and $20,727,283 of unrealized depreciation, respectively. During the three and nine months ended September 30 2021, the Company recorded $2,565,160 and $5,475,527 of unrealized appreciation, respectively.

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Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company follows a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. Significant judgments are required in the application of the five-step model including; when determining whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events.

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Revenue from contracts with customers includes fee income (capital structuring, underwriting, and arranger fees). The Company earns underwriting and arranger fees in securities offerings in which the Company acts as an underwriter or arranger, such as initial public offerings, follow-on equity offerings, debt offerings, and convertible securities offerings. Fee revenue relating to underwriting and arranger commitments is recorded at the point in time when all significant items relating to the underwriting or arranger process has been completed and the amount of the underwriting or arranger revenue has been determined. This generally is the point at which all of the following have occurred: (i) the issuer’s registration statement has become effective with the SEC or the other offering documents are finalized; (ii) the Company has made a firm commitment for the purchase of securities from the issuer; (iii) the Company has been informed of the number of securities that it has been allotted; and (iv) the issuer obtains control and benefits of the offering; which generally occurs on trade date.

ASC Topic 606 does not apply to revenue associated with financial instruments and interest and dividend income.

Interest income and dividend income are recorded on the accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. Loan origination fees, original issue discount and market discounts are capitalized and the amounts are amortized into income using the effective interest method.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of September 30, 2022 and December 31, 2021, no investments were on non-accrual status.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. During the three and nine months ended September 30, 2022, the Company earned dividend income of $273,875 and $273,875, respectively, that were included in the Consolidated Statements of Operations as dividend income.During the three and nine months ended September 30, 2021, the Company did not earn any dividend income.

Fee Income

The Company, or its affiliates, may receive fees for capital structuring services. These fees are generally non-recurring and are recognized as fee income by the Company on the investment closing date. The following table presents revenues from contracts with customers disaggregated by fee type:

	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Fee Income	$	373,750	$	373,750	$	100,774	$	1,274,524
Total revenue from contracts with customers	$	373,750	$	373,750	$	100,774	$	1,274,524

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Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference the London Inter-Bank Offer Rate or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities through December 31, 2022. The Company is evaluating the potential impact that the adoption of this guidance will have on the Company’s consolidated financial statements.

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Note 3. Agreements and Related Party Transactions

Investment Advisory Agreement

Subject to the supervision of the Board and pursuant to an investment advisory agreement between the Company and the Adviser (the “Investment Advisory Agreement”), the Adviser manages the day-to-day operations of the Company and provides the Company with investment advisory and management services. Among other things, the Adviser (i) determines the composition and allocation of the Company’s investment portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) performs due diligence on prospective portfolio companies; (iv) executes, closes, services and monitors the Company’s investments; (v) determines the securities and other assets that the Company will purchase, retain or sell; (vi) arranges financings and borrowing facilities for the Company and (vii) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its fund and (viii) to the extent permitted under the 1940 Act and the Advisers Act, on the Company’s behalf, and in coordination with any sub-adviser and any administrator, provides significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation. The Adviser’s services under the Investment Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Investment Advisory Agreement is not adversely affected.

Under the Investment Advisory Agreement, the Company pays the Adviser (i) a base management fee and (ii) an incentive fee as compensation for the investment advisory and management services it provides the Company thereunder.

Base Management Fee

The Company pays to the Adviser an asset-based fee (the “Management Fee”) for management services in an amount equal to an annual rate of 1.30% of the average value of the Company’s gross assets (excluding cash and cash equivalents) for the most recently completed calendar quarter payable quarterly in arrears. The Management Fee for any partial quarter is appropriately prorated based on the actual number of days elapsed during such partial quarter as a fraction of the number of days in the relevant calendar year. For the three and nine months ended September 30, 2022, the Company incurred management fees of $5,157,000 and $13,388,694, respectively. For the three and nine months ended September 30, 2021, the Company incurred management fees of $1,432,214 and $2,507,567, respectively. As of September 30, 2022 and December 31, 2021, the Company recorded base management fees payable of $5,157,000 and $2,819,269, respectively.

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Incentive Fee

Beginning on the fourth anniversary of the date on which stockholders are required to fund their initial drawdown (the “Incentive Commencement Date”), the Company will pay the Adviser an incentive fee (“Incentive Fee”) as set forth below. The Incentive Fee will consist of two parts. The first part (the “Investment Income Incentive Fee”) will be calculated and payable following the Incentive Commencement Date on a quarterly basis, in arrears, and will equal 15% of “pre-incentive fee net investment income” for the immediately preceding calendar quarter, subject to a quarterly preferred return of 1.75% (i.e., 7% annualized) measured on a quarterly basis. For purposes of computing the initial installment of the Investment Income Incentive Fee, if the Incentive Commencement Date does not fall on the first day of a calendar quarter, then the initial payment of the Investment Income Incentive Fee shall be payable for the period that commences on the Incentive Commencement Date through the last day of the first complete calendar quarter immediately following the Incentive Commencement Date and, thereafter, at the end of each subsequent calendar quarter as described above. The second part (the “Capital Gains Incentive Fee”) will be an annual fee that will also commence with the period beginning on the Incentive Commencement Date and will be determined and payable following the Incentive Commencement Date, in arrears, as of the end of each calendar year (or upon termination of the Investment Advisory Agreement) in an amount equal to 15% of realized capital gains, if any, determined on a cumulative basis from the Incentive Commencement Date (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from the Incentive Commencement Date (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), less the aggregate amount of any previously paid Capital Gains Incentive Fees. For the three and nine months ended September 30, 2022 and 2021, the Company did not incur any performance-based incentive fees.

Administration Agreement

The Adviser also serves as the administrator of the Company (in such capacity, the “Administrator”). Subject to the supervision of the Board, the Administrator provides the administrative services necessary for the Company to operate and the Company utilizes the Administrator’s office facilities, equipment and recordkeeping services. The Company reimburses the Administrator for all reasonable costs and expenses incurred by the Administrator in providing these services, facilities and personnel, as provided by the administration agreement by and between the Company and the Administrator (the “Administration Agreement”). In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and the Company reimburses the expenses of these parties incurred directly and/or paid by the Administrator on the Company’s behalf.

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The Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including furnishing the Company with office facilities, equipment and clerical, bookkeeping and recordkeeping services at such facilities, as well as providing the Company with other administrative services. In addition, the Company reimburses the Administrator for the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the compensation of certain of the Company’s officers, including the Company’s Chief Financial Officer, Chief Compliance Officer and any support staff. The Adviser can waive any amounts owed to it under the Administration Agreement, at its discretion.

For the three and nine months ended September 30, 2022, the Company incurred $333,000, and $694,618 of administrative overhead expenses that were included in the Consolidated Statements of Operations as professional fees, respectively. For the three and nine months ended September 30, 2021, the Company incurred $116,548 and $349,643 of administrative overhead expenses, respectively. As of September 30, 2022 and December 31, 2021, $333,000 and $147,102, respectively, of administrative overhead expenses remained payable on the Consolidated Statements of Assets and Liabilities as accounts payable and accrued expenses. For the three and nine months ended September 30, 2022 and 2021, the Administrator has elected to waive additional charges that would have otherwise been eligible for reimbursement under the terms of the Administration Agreement which are not subject to recoupment.

Sub-Administration and Custodian Fees

On January 22, 2021, the Adviser entered into a sub-administration agreement with U.S. Bank Global Fund Services (the “Sub-Administrator”) under which the Sub-Administrator provides various accounting and other administrative services with respect to the Company. The Company pays the Sub-Administrator fees for services the Administrator determines are commercially reasonable in its sole discretion. The Company also reimburses the Sub-Administrator for all reasonable expenses. To the extent that the Sub-Administrator outsources any of its functions, the Sub-Administrator pays any compensation associated with such functions. The Sub-Administrator also serves as the Company’s custodian (the “Custodian”).

For the three and nine months ended September 30, 2022, the Company incurred expenses for services provided by the Sub-Administrator and the Custodian of $237,976 and $757,281 on the Consolidated Statements of Operations as professional fees, respectively. For the three and nine months ended September 30, 2021, the Company incurred expenses for services provided by the Sub-Administrator and the Custodian of $108,145 and $243,424, respectively. As of September 30, 2022 and December 31, 2021, $782,048 and $114,705, respectively, remained payable on the Consolidated Statements of Assets and Liabilities as accounts payable and accrued expenses.

Transfer Agent Fees

On December 1, 2020, the Company entered into a transfer agent servicing agreement with U.S. Bank Global Fund Services (the “Transfer Agent”). For the three and nine months ended September 30, 2022, the Company incurred expenses for services provided by the Transfer Agent of $20,000 and $62,890 on the Consolidated Statements of Operations as professional fees, respectively. For the three and nine months ended September 30, 2021, the Company incurred expenses for services provided by the Transfer Agent of $12,500 and $41,665, respectively. As of September 30, 2022 and December 31, 2021, $52,695 and $15,834, respectively, remained payable on the Consolidated Statements of Assets and Liabilities as accounts payable and accrued expenses.

Affiliated Broker-Dealer

The Adviser is an affiliate of SPC Capital Markets LLC, a Delaware limited liability company (the “Affiliated Broker-Dealer”), which is registered as a broker-dealer with the SEC and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. The Affiliated Broker-Dealer is authorized to engage in the following activities: (i) acting as broker or dealer selling corporate debt securities, (ii) acting as firm commitment underwriter, (iii) acting as real estate syndicator, (iv) investment advisory services (incidental to its role as broker-dealer), including acting as financial advisor to issuers of securities, and participants in mergers, acquisitions, sales, and dispositions of companies, and (v) private placements of securities. The Company paid the Affiliated Broker-Dealer a fee of $1,125,000 for services provided by the Affiliated Broker-Dealer in connection with the closing of the 2025 Notes (as defined herein). The Affiliated Broker Dealer may receive fees from other investors and portfolio companies in which the Company invests but will not collect fees from the Company for its portfolio investments.

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To the extent permitted by the 1940 Act, the Affiliated Broker-Dealer may, among other assignments, arrange, structure, and/or place equity and debt securities to be issued by portfolio companies of the Company on a best efforts or firm commitment basis. These placements may from time to time include structuring of offerings, and placement of securities in public offerings of securities issued by portfolio companies of the Company. The Affiliated Broker-Dealer may act as a firm commitment underwriter (co-manager only) in public and private offerings of securities issued by portfolio companies of the Company. In certain limited circumstances, the Company may have a conflict resulting from the foregoing arrangements. When the Affiliated Broker-Dealer serves as underwriter with respect to the securities of a subsidiary of the Company, the Company may be subject to a “lock-up” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This restriction may prevent the Company from disposing of such securities at an opportune time. To the extent permitted by the 1940 Act, the Company may make investments from time to time in transactions where the Affiliated Broker-Dealer is acting as agent, broker, principal, arranger or syndicate manager or member on the other side of the transaction or for other parties in the transaction. The consent of the Board may be required to enter into certain of the Company’s potential investments and the failure of the Board to grant such consent would prevent the Company from consummating such investments, which could adversely affect the Company.

Co-Investment Exemptive Relief

The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. On June 14, 2022, the SEC granted the Company exemptive relief (the “Order”) that permits the Company to co-invest alongside other funds managed by the Adviser or certain of its affiliates, if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s Independent Directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and Stockholders and do not involve overreaching in respect of the Company or Stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of Stockholders and is consistent with the Company’s then-current investment objective and strategies. The Order provides that, in connection with any co-investment transaction, the Company may participate in any such co-investment transaction on terms that are same to those applicable to the other funds managed by, or certain entities affiliated with, the Adviser or certain of its affiliates. To the extent an investment by such other fund or entity, as applicable, in an applicable co-investment opportunity is based on favorable terms, the Company will benefit from investing in such co-investment opportunity based on such favorable terms. In addition, the Order provides that, in connection with any such co-investment transaction, the Company will receive its pro rata share of any transaction fees (including break-up, structuring, monitoring or commitment fees but excluding brokerage or underwriting compensation permitted by section 17(e) or 57(k) of the Company Act), in respect of such co-investment transaction, based on the Company’s relative share of the amount invested or committed, as applicable, in such transaction. These transactions may occur in the normal course of business.

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Note 4. Offering and Organizational Expenses

The Company has and may continue to bear expenses relating to its organization and offering of its Common Stock, including the listing of its Common Stock on a national securities exchange. Organizational expenses include, without limitation, the cost of incorporation, including legal fees related to the creation and organization of the Company, its related documents of organization and its election to be regulated as a BDC. Offering expenses include, without limitation, legal, accounting, printing and other offering costs including those associated with the preparation of a registration statement in connection with any offering of Common Stock.

For the three and nine months ended September 30, 2022, the Company incurred offering costs of $33,518 and $77,876 on the Consolidated Statements of Operations, respectively. For the three and nine months ended September 30, 2021, the Company incurred offering costs of $97,111 and $290,250, respectively. For the three and nine months ended September 30, 2022 and 2021, the Company did not incur any organizational expenses. As of September 30, 2022 and December 31, 2021, $0 and $41,057, respectively, remained payable on the Consolidated Statements of Assets and Liabilities as organizational and offering expenses payable.

Note 5. Commitments and Contingencies

Litigation and Regulatory Matters

From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with the Company’s portfolio companies. The Company and the Adviser are not currently a party to any material legal proceedings.

Unfunded Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. As of September 30, 2022 and December 31, 2021, the Company had the following unfunded portfolio company commitments under loan and financing agreements:

Portfolio Company	Type of Investment	September 30, 2022 Par		December 31, 2021 Par
2-10 Holdco, Inc.	First Lien Revolving Loan	$	2,777,778	$	2,777,778
Accordian Partners LLC	First Lien Delayed Draw Loan		4,576,531		—
Accordian Partners LLC	First Lien Revolving Loan		2,034,014		—
AmeriLife Group Holdings, Inc.	First Lien Delayed Draw Loan		10,545,455		—
AmeriLife Group Holdings, Inc.	First Lien Revolving Loan		5,272,727		—
Anaplan, Inc.	First Lien Revolving Loan		1,546,008		—
AxiomSL Group, Inc.	First Lien Delayed Draw Term Loan		2,273,873		2,273,873
AxiomSL Group, Inc.	First Lien Revolving Loan		2,481,089		2,481,089
Beacon Pointe Harmony, LLC	First Lien Delayed Draw Term Loan		10,670,000		15,000,000
Beacon Pointe Harmony, LLC	First Lien Revolving Loan		3,000,000		3,000,000
Bottomline Technologies, Inc.	First Lien Revolving Loan		7,365,385		—
Captive Resources Midco, LLC	First Lien Revolving Loan		2,202,764		—
CORA Health Holdings Corp.	First Lien Delayed Draw Term Loan		5,376,426		5,618,000
Diligent Corporation	First Lien Revolving Loan		2,500,000		5,000,000
Elkay LLC	First Lien Revolving Loan		3,611,111		3,611,111
Explorer Investor, Inc.	First Lien Delayed Draw Loan		5,058,140		—
Galway Borrower, LLC	First Lien Delayed Draw Term Loan		3,227,407		9,237,537
Galway Borrower, LLC	First Lien Revolving Loan		4,098,295		4,398,827
Geosyntec Consultants, Inc.	First Lien Delayed Draw Term Loan		4,397,000		—
Geosyntec Consultants, Inc.	First Lien Revolving Loan		1,609,000		—
GovDelivery Holdings, LLC	First Lien Delayed Draw Term Loan		13,464,000		13,464,000
GovDelivery Holdings, LLC	First Lien Revolving Loan		2,413,807		2,413,807
GraphPAD Software, LLC	First Lien Delayed Draw Term Loan		11,000,000		11,000,000
GraphPAD Software, LLC	First Lien Revolving Loan		2,500,000		2,500,000
GS Acquisitionco, Inc.	First Lien Delayed Draw Term Loan		8,999,967		20,974,500
Heights Buyer LLC	First Lien Delayed Draw Term Loan		2,553,846		—
Heights Buyer LLC	First Lien Revolving Loan		2,075,000		—
IG Investments Holdings LLC	First Lien Revolving Loan		5,057,803		2,528,901
Imagine Acquisitionco, LLC	First Lien Delayed Draw Term Loan		6,430,868		6,430,868
Imagine Acquisitionco, LLC	First Lien Revolving Loan		4,630,225		4,630,225
Maverick 1 LLC	Second Lien Delayed Draw Term Loan		—		1,000,000
MB2 Dental Solutions, LLC	First Lien Delayed Draw Term Loan		5,000,000		21,060,000

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Portfolio Company	Type of Investment	September 30, 2022 Par		December 31, 2021 Par
MBO Partners, Inc.	First Lien Delayed Draw Term Loan		9,910,664		—
Ministry Brands Purchaser, LLC	First Lien Delayed Draw Term Loan		5,649,718		5,649,718
Ministry Brands Purchaser, LLC	First Lien Revolving Loan		1,694,915		1,694,915
Mirra-Prime Access Holdings, LLC	First Lien Revolving Loan		685,000		2,740,000
More Cowbell I LLC	First Lien Delayed Draw Term Loan		—		15,000,000
Project K BuyerCo, Inc.	First Lien Revolving Loan		7,727,273		7,727,273
RSC Acquisition, Inc.	First Lien Delayed Draw Term Loan		26,608,421		—
Simplifi Holdings, Inc.	First Lien Revolving Loan		2,891,566		2,891,566
SpecialtyCare, Inc.	First Lien Delayed Draw Term Loan		1,168,556		1,274,788
SpecialtyCare, Inc.	First Lien Revolving Loan		1,062,323		1,062,323
Spirit RR Holdings, Inc.	First Lien Delayed Draw Term Loan		3,033,823		—
Spirit RR Holdings, Inc.	First Lien Revolving Loan		1,400,226		—
Stepping Stones Healthcare Services, LLC	First Lien Delayed Draw Term Loan		6,300,000		7,000,000
Stepping Stones Healthcare Services, LLC	First Lien Revolving Loan		3,360,000		3,500,000
Syntax Systems Limited	First Lien Delayed Draw Term Loan		2,970,297		2,970,297
Syntax Systems Limited	First Lien Revolving Loan		396,040		668,515
TA/WEG Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan		23,934,857		1,169,692
TA/WEG Intermediate Holdings, LLC	First Lien Revolving Loan		2,000,000		307,500
Tamarack Intermediate LLC	First Lien Delayed Draw Term Loan		3,515,625		—
Tempus, LLC	Firest Lien Delayed Draw Term Loan		—		18,351,352
Trinity Partners Holdings LLC	First Lien Delayed Draw Term Loan		7,446,809		7,446,809
TST Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan		9,134,615		12,500,000
Total Par		$	269,639,247	$	231,355,264

The unrealized appreciation or depreciation associated with unfunded portfolio company commitments is recorded in the financial statements and reflected as an adjustment to the valuation of the related security in the Consolidated Schedule of Investments as of September 30, 2022 and December 31, 2021. The par amount of the unfunded portfolio company commitments is not recognized by the Company until the commitment is funded.

The credit agreements of the unfunded portfolio company commitments contain customary lending provisions which are subject to the portfolio company’s achievement of certain milestones. In instances where the underlying company experiences material adverse effects that would impact the financial condition or business outlook of the company, there is relief to the Company from funding obligations for previously made commitments. Unfunded portfolio company commitments may expire without being drawn upon, and therefore, do not necessarily represent future cash requirements or future earning assets for the Company. We believe that we maintain sufficient liquidity in the form of cash, financing capacity and undrawn capital commitments from our investors to cover any outstanding unfunded portfolio company commitments we may be required to fund.

Note 6. Borrowings

In accordance with the 1940 Act, with certain limitations, BDCs are allowed to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 200% (or 150% if certain conditions are met) after such borrowing. As a result of complying with the requirements set forth in the Small Business Credit Availability Act, the Company is able to borrow amounts such that its asset coverage ratio is at least 150%, rather than 200%. As of September 30, 2022 and December 31, 2021, the Company’s asset coverage ratios were 186% and 186%, respectively.

The following tables show the Company’s outstanding debt as of September 30, 2022 and December 31, 2021, respectively:

	September 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Amount Available		Net Carrying Value
Capital Call Facility	$	200,000,000	$	44,000,000	$	156,000,000	$	43,865,060
Revolving Credit Facility		750,000,000		631,000,000		119,000,000		624,749,056
2025 Notes		225,000,000		225,000,000		—		222,500,913
Total	$	1,175,000,000	$	900,000,000	$	275,000,000	$	891,115,029

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	December 31, 2021
	Aggregate Principal Committed		Outstanding Principal		Amount Available		Net Carrying Value
Capital Call Facility	$	200,000,000	$	200,000,000	$	—	$	199,454,570
Revolving Credit Facility		500,000,000		435,000,000		65,000,000		430,085,807
Total	$	700,000,000	$	635,000,000	$	65,000,000	$	629,540,377

Capital Call Facility

Effective as of December 29, 2020 (the “Closing Date”), the Company entered into a revolving credit facility (as amended, the “Capital Call Facility”) by and among, inter alios, the Company as the initial borrower, the lenders from time-to-time party thereto (collectively, the “Lenders”) and Capital One, National Association, as the administrative agent (the “Administrative Agent”), sole lead arranger and a Lender. On December 28, 2021, the Company executed an amendment to the Capital Call Facility.

The Capital Call Facility provides for a maximum commitment of up to $200,000,000 for a period of up to two years (including extension terms) from the Closing Date subject to the terms set forth in the Capital Call Facility. Under the Capital Call Facility, an unused commitment fee at the rate of 0.35% per annum on the unused portion of the commitment of the Lenders is payable by the Company to the Administrative Agent.

The proceeds of the loans under the Capital Call Facility may be used to acquire portfolio investments and such other uses as permitted under the Capital Call Facility. At the Company’s option, the Capital Call Facility will accrue interest at a rate per annum based on (i) a daily simple Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 1.85% or (ii) the greatest of (1) the prime rate or (2) the federal funds effective rate plus 0.5% plus an applicable margin of 0.75%.

The maturity date is the earliest of: (a) December 28, 2022; (b) the date upon which the Administrative Agent declares the Company’s obligations under the Capital Call Facility (the “Obligations”) due and payable after the occurrence of an event of default under the Capital Call Facility; (c) 45 days prior to the termination of the Company’s Operative Documents (as defined in the Capital Call Facility); (d) 45 days prior to the date on which the Company’s ability to call capital commitments for the purpose of repaying the Obligations is terminated, and (e) the date upon which the Company terminates the commitments of the Lenders pursuant to Section 3.6 of the Capital Call Facility or otherwise.

The Capital Call Facility includes customary covenants as well as usual and customary events of default for revolving credit facilities of this nature.

As of September 30, 2022 and December 31, 2021, the carrying amount of the Company’s borrowings under the Capital Call Facility approximated their fair value. As of September 30, 2022, and December 31, 2021, unamortized financing costs of $134,940 and $545,430, respectively, are being deferred over the remaining term of the Capital Call Facility. As of September 30, 2022 and December 31, 2021, the Company had an outstanding balance of $44,000,000 and $200,000,000, respectively. The Capital Call Facility is presented in the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance totaling $43,865,060 as of September 30, 2022 and $199,454,570 as of December 31, 2021. The following table shows additional information about the interest and financing costs related to the Capital Call Facility for the three and nine months ended September 30, 2022 and 2021:

		Three Months Ended September 30,  2022		Nine Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Interest expense related to the Capital Call Facility	$	753,097	$	1,843,681	$	649,826	$	1,491,233
Financing expenses related to the Capital Call Facility		141,074		416,219		214,579		560,081
Total interest and financing expenses related to the Capital Call Facility	$	894,171	$	2,259,900	$	864,405	$	2,051,314

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Revolving Credit Facility

On June 28, 2021, the SPV entered into a senior secured revolving credit facility (as amended, the “Revolving Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent and lender, U.S. Bank, National Association, serves as collateral agent, securities intermediary and collateral administrator, and Stone Point Credit Adviser LLC serves as portfolio manager under the Revolving Credit Facility.

Advances under the Revolving Credit Facility bear interest at a per annum rate equal to: (a) for advances denominated in USD, the three-month London interbank offered rate, (b) for advances denominated in CAD, the average rate applicable to CAD bankers’ acceptances for a three-month period, (c) for advances denominated in GBP, the daily simple Sterling Overnight Index Average for each day, (d) for advances denominated in AUD, the three-month average bid reference rate administered by the Australian Financial Markets Association for Australian dollar bills, and (e) for advances denominated in Euros, the three-month Euro interbank offered rate, in each case, in effect, plus the applicable margin of 2.45% per annum (or, for advances denominated in GBP, 2.5693% per annum). The SPV paid and will pay, as applicable, a commitment fee of (x) initially, to but excluding September 28, 2021, 0.25% per annum, (y) from and including September 28, 2021 to but excluding the first anniversary of the Revolving Credit Facility, 0.50% per annum, and (z) from and including the first anniversary of the Revolving Credit Facility, 0.60% per annum, in each case, on the average daily unused amount of the financing commitments until the third anniversary of the Revolving Credit Facility.

On October 15, 2021, the SPV executed a letter agreement (the “Amendment”) to amend the Revolving Credit Facility. The Amendment increases the maximum borrowing capacity of the SPV under the Revolving Credit Facility between the SPV and JPM to $500 million from $250 million in accordance with the accordion feature in the Revolving Credit Facility that allows the SPV, under certain circumstances, to increase the size of the Revolving Credit Facility to an amount not to exceed $750 million in aggregate. The other material terms of the Revolving Credit Facility were unchanged (See Note 14 – Subsequent Events). All amounts outstanding under the Revolving Credit Facility must be repaid by June 28, 2026.

On January 28, 2022, the SPV executed a letter agreement (the “Second Amendment”) to amend the Revolving Credit Facility. The Second Amendment increases the maximum borrowing capacity of the SPV under the Revolving Credit Facility by $250 million (the “Commitment Increase”) to an aggregate of $750 million from its previous $500 million borrowing capacity. The Second Amendment also (a) adds an accordion feature in the Revolving Credit Facility that allows the SPV, under certain circumstances, to increase the size of the Revolving Credit Facility by an additional $250 million (the “Accordion”) to an amount not to exceed $1 billion in the aggregate and (b) establishes a new tranche consisting of the Commitment Increase and the Accordion, whereby any new advances made under such tranche bear interest at a per annum rate equal to Term SOFR for a three-month tenor in effect, plus the applicable margin of 2.55% per annum.

The SPV’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of the SPV’s portfolio of investments and cash. The obligations of the SPV under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in the SPV.

In connection with the Revolving Credit Facility, the SPV made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of the SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.

The occurrence of an event of default (as described above) or a Market Value Event (as defined in the Revolving Credit Facility) triggers a requirement that the SPV obtain the consent of JPM prior to entering into any sale or disposition with respect to portfolio assets, and the occurrence of a market value event triggers the right of JPM to direct the SPV to enter into sales or dispositions with respect to any portfolio assets, in each case in JPM’s sole discretion.

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As of September 30, 2022 and December 31, 2021, the carrying amount of the Company’s borrowings under the Revolving Credit Facility approximated its fair value. As of September 30, 2022 and December 31, 2021, unamortized financing costs of $6,250,944 and $4,914,192, respectively, are being deferred over the remaining term of the Revolving Credit Facility. As of September 30, 2022 and December 31, 2021, the Revolving Credit Facility had an outstanding balance of $631,000,000 and $435,000,000, respectively. The Revolving Credit Facility is presented in the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance, totaling $624,749,056 as of September 30, 2022 and $430,085,807 as of December 31, 2021. The following table shows additional information about the interest and financing costs related to the Revolving Credit Facility for the three and nine months ended September 30, 2022 and 2021:

	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Interest expense related to the Revolving Credit Facility	$	7,694,768	$	16,877,852	$	784,576	$	809,334
Financing expenses related to the Revolving Credit Facility		423,768		1,206,384		140,783		145,373
Total interest and financing expenses related to the Revolving Credit Facility	$	8,118,536	$	18,084,236	$	925,359	$	954,707

2025 Notes

On May 19, 2022, the Company entered into a Note Purchase Agreement (the “NPA”) governing the issuance of $225 million in aggregate principal amount of senior unsecured notes due May 19, 2025 (the “2025 Notes”) to qualified institutional investors in a private placement. $150 million of the 2025 Notes were delivered and paid for on May 19, 2022, and $75 million of the 2025 Notes were delivered and paid for on August 18, 2022.

The 2025 Notes have a fixed interest rate of 5.83% per year, subject to a step up of (1) 1.00% per year, to the extent and for so long as the 2025 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent and for so long as either the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end, or the Company fails to deliver the required quarterly or annual financial statements and related certificates when due.

The 2025 Notes mature on May 19, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the NPA. Interest on the 2025 Notes is due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the NPA, the Company may redeem the 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before February 17, 2025, a make-whole premium.

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As of September 30, 2022, the carrying amount of the Company’s borrowings under the 2025 Notes approximated its fair value. As of September 30, 2022, unamortized debt issuance costs of $2,499,087 are being deferred over the remaining term of the 2025 Notes. As of September 30, 2022, the 2025 Notes had an outstanding balance of $225,000,000. The 2025 Notes are presented in the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs, which results in an outstanding balance, totaling $222,500,913 as of September 30, 2022. The following table shows additional information about the interest and financing costs related to the 2025 Notes for the three and nine months ended September 30, 2022:

	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Interest expense related to the 2025 Notes	$	2,696,375	$	3,716,625
Financing expenses related to the 2025 Notes		239,247		349,986
Total interest and financing expenses related to the 2025 Notes	$	2,935,622	$	4,066,611

Note 7. Net Assets

Unregistered Sales of Equity Securities

Since inception, the Company has completed the following issuances of Common Stock:

Common Stock Issuance Date	Number of Common Stock Issued		Aggregate Offering Price
September 28, 2022		5,000,901	$	99,900,000
September 26, 2022(1)		138,540		2,767,536
June 29, 2022		2,498,950		50,000,000
June 27, 2022(1)		100,633		2,013,490
March 29, 2022		1,986,561		40,000,000
March 25, 2022		2,734,196		55,000,000
March 24, 2022(1)		87,065		1,751,362
December 22, 2021(1)		44,706		898,396
December 9, 2021		10,296,137		210,000,000
September 24, 2021		3,783,388		75,000,000
September 23, 2021(1)		17,842		353,695
August 25, 2021(1)		13,540		271,305
June 18, 2021		5,025,757		100,000,000
March 30, 2021		3,687,064		71,877,447
February 26, 2021		1,429,493		28,121,553
February 4, 2021		1,545,776		30,000,000
December 24, 2020		744,307		14,886,136
December 21, 2020		505,693		10,113,864
November 17, 2020		50		1,000
Total		39,640,599	$	792,955,784

⁽¹⁾ Shares were issued to stockholders participating in the Company’s DRIP.

The sales of Common Stock were made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten business days’ prior notice to the funding date.

Each of the sales of Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act.

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Distributions

For the three and nine months ended September 30, 2022, the Company declared the following distributions.

Record Date	Payment Date	Distribution Rate per Share		Distribution Paid
September 23, 2022	September 26, 2022	$	0.510	$	17,595,590
June 24, 2022	June 27, 2022	$	0.405	$	12,970,138
March 23, 2022	March 24, 2022	$	0.425	$	11,514,845

Note 8. Investments

The following table presents the composition of the Company’s investment portfolio at cost and fair value as of September 30, 2022 and December 31, 2021.

	September 30, 2022							December 31, 2021
Investments:	Amortized Cost		Fair Value		Percent of Total Portfolio at Fair Value			Amortized Cost		Fair Value		Percent of Total Portfolio at Fair Value
First Lien Loans	$	1,381,404,275	$	1,378,709,473		83.7	%	$	1,008,537,941	$	1,011,839,638		87.3	%
Second Lien Loans		179,079,790		168,322,391		10.2	%		124,070,639		125,146,348		10.8	%
Unsecured Notes		89,911,442		87,061,545		5.3	%		19,613,993		20,000,000		1.7	%
Equity and Warrants		13,412,201		13,750,418		0.8	%		2,000,000		2,000,000		0.2	%
Total Investments	$	1,663,807,708	$	1,647,843,827		100.0	%	$	1,154,222,573	$	1,158,985,986		100.0	%

The geographic composition of investments based on fair value as of September 30, 2022 and December 31, 2021 was as follows:

	September 30, 2022		December 31, 2021
U.S.	98.1	%		97.3	%
Non-U.S.	1.9			2.7
Total	100.0	%		100.0	%

The industry composition of investments based on fair value as of September 30, 2022 and December 31, 2021 was as follows:

	September 30, 2022			December 31, 2021
Capital Markets		7.2	%		7.0	%
Diversified Consumer Services		0.8			—
Diversified Financial Services		8.3			6.0
Health Care Providers & Services		11.0			13.1
Health Care Technology		7.1			10.3
Insurance		16.4			19.2
IT Services		14.2			11.5
Professional Services		14.7			10.7
Real Estate Management & Development		3.0			4.3
Software		17.3			17.9
Total		100.0	%		100.0	%

Note 9. Fair Value of Investments

Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

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ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3). Transfers between levels, if any, will be recognized at the beginning of the quarter in which the transfer occurred.

The Company’s investment portfolio will include certain debt and equity instruments of privately held companies for which quoted prices or other inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) the Adviser’s understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.

There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

The following table presents the fair value hierarchy as of September 30, 2022.

	Fair Value Hierarchy as of September 30, 2022
Description	Level 1		Level 2		Level 3		Total
First Lien Loans	$	—	$	22,370,706	$	1,356,338,767	$	1,378,709,473
Second Lien Loans		—		17,110,019		151,212,372		168,322,391
Unsecured Notes		—		56,182,209		30,879,336		87,061,545
Equity and Warrants		—		—		13,750,418		13,750,418
Total	$	—	$	95,662,934	$	1,552,180,893	$	1,647,843,827

The following table presents the fair value hierarchy as of December 31, 2021.

	Fair Value Hierarchy as of December 31, 2021
Description	Level 1		Level 2		Level 3		Total
First Lien Loans	$	—	$	—	$	1,011,839,638	$	1,011,839,638
Second Lien Loans		—		23,061,995		102,084,353		125,146,348
Unsecured Notes		—		—		20,000,000		20,000,000
Equity		—		—		2,000,000		2,000,000
Total	$	—	$	23,061,995	$	1,135,923,991	$	1,158,985,986

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The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended September 30, 2022	First Lien Loans			Second Lien Loans			Unsecured Notes			Equity and Warrants			Total
Fair value, beginning of period	$	1,211,457,425		$	94,430,114		$	30,985,919		$	8,996,592		$	1,345,870,050
Purchases of investments		270,254,229			5,756,125			—			4,597,403			280,607,757
Proceeds from sales and principal payments		(118,440,215			—			—			—			(118,440,215
Realized gain (loss) on investments		37,512			—			—			—			37,512
Net change in unrealized appreciation/(depreciation)		(8,564,355	)		(3,327,257	)		(138,489	)		352,216			(11,677,885	)
Net accretion of discount and amortization of investments		1,594,171			65,940			31,906			(195,793	)		1,496,224
Transfers into (out of) Level 3		—			54,287,450			—			—			54,287,450
Fair value, end of period	$	1,356,338,767		$	151,212,372		$	30,879,336		$	13,750,418		$	1,552,180,893

Nine Months Ended September 30, 2022	First Lien Loans			Second Lien Loans			Unsecured Notes			Equity and Warrants			Total
Fair value, beginning of period	$	1,011,839,638		$	102,084,353		$	20,000,000		$	2,000,000		$	1,135,923,991
Purchases of investments		548,413,680			35,341,125			11,562,500			11,654,123			606,971,428
Proceeds from sales and principal payments		(202,617,548			(15,042,500			—			—			(217,660,048
Realized gain (loss) on investments		209,782			153,934			—			—			363,716
Net change in unrealized appreciation/(depreciation)		(5,743,072	)		(6,086,921	)		(756,262	)		338,217			(12,248,038	)
Net accretion of discount and amortization of investments		4,286,076			154,931			73,098			(241,922	)		4,272,183
Transfers into (out of) Level 3		(49,789	)		34,607,450			—			—			34,557,661
Fair value, end of period	$	1,356,338,767		$	151,212,372		$	30,879,336		$	13,750,418		$	1,552,180,893

Three Months Ended September 30, 2021	First Lien Loans			Second Lien Loans			Unsecured Notes		Total
Fair value, beginning of period	$	236,706,051		$	28,037,385		$	19,600,000	$	284,343,436
Purchases of investments		200,829,961			41,387,500			—		242,217,461
Proceeds from sales and principal payments		(3,725,810	)		(10,276,032	)		—		(14,001,842	)
Net change in unrealized appreciation/(depreciation)		2,728,933			(155,150	)		180,026		2,753,809
Net accretion of discount and amortization of investments		275,086			240,650			6,935		522,671
Transfers into (out of) Level 3		—			8,000,000			—		8,000,000
Fair value, end of period	$	436,814,221		$	67,234,353		$	19,786,961	$	523,835,535

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Nine Months Ended September 30, 2021	First Lien Loans			Second Lien Loans			Unsecured Notes		Total
Fair value, beginning of period	$	4,499,537		$	9,825,450		$	—	$	14,324,987
Purchases of investments		440,809,042			59,347,500			19,600,000		519,756,542
Proceeds from sales and principal payments		(14,065,735	)		(10,276,032	)		—		(24,341,767	)
Net change in unrealized appreciation/(depreciation)		4,815,998			74,938			179,894		5,070,830
Net accretion of discount and amortization of investments		755,379			262,497			7,067		1,024,943
Transfers into (out of) Level 3		—			8,000,000			—		8,000,000
Fair value, end of period	$	436,814,221		$	67,234,353		$	19,786,961	$	523,835,535

During the three and nine months ended September 30, 2022, there were 0 and 1 transfers, respectively, into Level 3 from Level 2 because of a decrease in observable inputs. During the three and nine months ended September 30, 2021, there was 1 and 1 transfers, respectively, into level 3 from Level 2 because of a decrease in observable inputs. During the three and nine months ended September 30, 2022, there were 1 and 3 transfers, respectively, into Level 2 from Level 3 because of an increase in observable inputs. During the three and nine months ended September 30, 2021, there were no transfers into Level 2 from Level 3 because of an increase in observable inputs.

The following table presents the net change in unrealized appreciation (depreciation) for the period relating to these Level 3 assets that were still held by the Company at the three months and six months ended September 30, 2022 and 2021.

Net Change in Unrealized Appreciation (Depreciation)	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
First Lien Loans	$	(8,564,355	)	$	(5,743,072	)	$	2,728,933		$	4,818,145
Second Lien Loans		(3,327,257	)		(6,086,921	)		(155,150	)		74,938
Unsecured Notes		(138,489	)		(756,262	)		180,026			179,894
Equity and Warrants		352,216			338,217			—			—
Total	$	(11,677,885	)	$	(12,248,038	)	$	2,753,809		$	5,072,977

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of September 30, 2022. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.

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September 30, 2022
Type of Investment	Fair Value		Valuation technique	Unobservable input	Range (weighted average)
First Lien Loans	$	948,812,162	Discounted Cash Flow	Discount Rate	9.5% - 11.9% (9.8%)
First Lien Loans		407,526,605	Market Transaction	Market Transaction	94.0% - 99.5% (97.7%)
Second Lien Loan		115,371,010	Discounted Cash Flow	Discount Rate	11.1% - 15.5% (13.6%)
Second Lien Loan		35,841,362	Market Transaction	Market Transaction	88.6% - 98.9% (93.3%)
Unsecured Notes		30,879,336	Discounted Cash Flow	Discount Rate	10.4% - 10.7% (10.5%)
Equity		8,122,761	Discounted Cash Flow	Discount Rate	13.7%
Equity		2,088,797	Enterprise Value Analysis	EBITDA Multiple	22.0x
Equity		3,538,861	Market Transaction	Market Transaction	101.4%
Total	$	1,552,180,893

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of December 31, 2021. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.

December 31, 2021
Type of Investment	Fair Value		Valuation technique	Unobservable input	Range (weighted average)
First Lien Loans	$	502,133,832	Discounted Cash Flow	Discount Rate	5.6% - 8.6% (7.7%)
First Lien Loans		509,705,805	Market Transaction	Market Transaction	97.8% - 99.6% (98.4%)
Second Lien Loan		50,096,854	Discounted Cash Flow	Discount Rate	8.3% - 9.5% (8.8%)
Second Lien Loan		51,987,500	Market Transaction	Market Transaction	98.5% - 99.5% (99.0%)
Unsecured Notes		20,000,000	Discounted Cash Flow	Discount Rate	7.9%
Equity		2,000,000	Market Transaction	Market Transaction	1.0x
Total	$	1,135,923,991

Increases or decreases in unobservable inputs in isolation would result in a higher or lower fair value measurement for such assets. Generally, an increase in market yields may result in a decrease in the fair value of certain of the Company’s investments.

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Note 10. Earnings Per Share

In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic and diluted net increase in net assets resulting from operations per share of Common Stock is computed by dividing the net increase in net assets resulting from operations by the weighted average number of shares outstanding during the period. The methodology for the weighted average number of shares outstanding during the period utilizes the weighted average number of shares from December 31, 2021 through September 30, 2022. Other potentially dilutive shares of Common Stock, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of September 30, 2022 and December 31, 2021, there were no dilutive shares.

The following table sets forth the computation of basic and diluted earnings per share of Common Stock for the three and nine months ended September 30, 2022 and 2021:

	Three Months Ended September 30, 2022 (Unaudited)		Nine Months Ended September 30, 2022 (Unaudited)		Three Months Ended September 30, 2021 (Unaudited)		Nine Months Ended September 30, 2021 (Unaudited)
Net increase in net assets resulting from operations	$	2,877,059	$	22,347,429	$	7,477,086	$	14,007,827
Weighted average shares of Common Stock outstanding—basic and diluted		34,671,760		31,364,392		13,233,004		8,288,969
Basic and diluted net increase in net assets resulting from operations per share of Common Stock	$	0.08	$	0.71	$	0.57	$	1.69

Note 11. Taxes

The Company has elected to be treated and intends to qualify annually as a regulated investment company, to distribute substantially all of its income and to comply with the other requirements of the Internal Revenue Code applicable to regulated investment companies. Accordingly, no provision for federal taxes is required. In addition, by distributing during each calendar year substantially all of its net investment income, net realized capital gains and certain other amounts, if any, the Company intends not to be subject to a federal excise tax. The Company did not have any liabilities for uncertain tax positions or unrecognized tax benefits.

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During the year ended December 31, 2021, the Company recorded a Return of Capital Statement of Position (“ROCSOP”) adjustment for permanent book to tax differences of $364,788 primarily due to the differing book and tax treatment of offering costs.

As of September 30, 2022 and December 31, 2021, the tax cost of the Company’s investments approximates its amortized cost.

Note 12. Financial Highlights

The following per share of Common Stock data has been derived from information provided in the financial statements. The following is a schedule of financial highlights for the nine months ended September 30, 2022 and 2021:

	Nine Months Ended September 30, 2022 (Unaudited)			Nine Months Ended September 30, 2021 (Unaudited)
Per share of Common Stock operating performance:
Net asset value, beginning of year/period	$	20.14		$	19.39
Results of operations:
Net investment income 1		1.34			1.00
Net realized gains (losses) and unrealized appreciation (depreciation) 2		(0.53	)		0.28
Net increase (decrease) in net assets resulting from operations		0.81			1.28
Distributions to Common Stockholders
Distributions from net income		(1.34	)		(0.64	)
Net decrease in net assets resulting from distributions		(1.34	)		(0.64	)
Net asset value, end of year/period	$	19.61		$	20.03
Shares outstanding, end of year/period		39,640,599			16,752,911
Ratio/Supplemental data:
Net assets, end of year/period	$	777,318,603		$	335,579,453
Weighted average shares outstanding		31,364,392			8,288,969
Total return 3		4.03	%		6.62	%
Portfolio turnover		14.30	%		3.52	%
Ratio of operating expenses to average net assets 4		6.38	%		5.34	%
Ratio of net investment income (loss) to average net assets 4		6.39	%		5.78	%

1	The per share of Common Stock data was derived by using weighted average shares outstanding.
2	The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the year/period does not agree with the change in the aggregate appreciation and depreciation in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.
3	Total return is based upon the change in net asset value per share between the opening and ending net asset values per share. Total return is not annualized and does not include a sales load.
4	The ratios reflect an annualized amount. Non-recurring expenses were not annualized. During the nine months ended September 30, 2022 and 2021, the Company incurred $77,876 and $290,250 of Organizational and Offering Expenses, respectively, which were deemed to be non-recurring.

Note 13. Equity

For the three months ended September 30, 2022, the Company issued 5,139,441 shares of Common Stock at an average price of $19.98 through private placement offerings resulting in gross proceeds to the Company of $102.7 million. For the nine months ended September 30, 2022, the Company issued 12,546,846 shares of Common Stock at an average price of $20.04 through private placement offerings resulting in gross proceeds to the Company of $251.4 million. The Company had 39,640,599 shares outstanding as of September 30, 2022 and 27,093,753 shares outstanding as of December 31, 2021. As of September 30, 2022, the Company has received capital commitments totaling $1,117 million, of which, $332 million remains available. As of December 31, 2021, the company had received commitments totaling $1,073 million, of which, $533 million remained available.

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Note 14. Subsequent Events

Management has evaluated subsequent events and transactions for potential recognition and/or disclosure through the date the financial statements were issued. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three and nine months ended September 30, 2022.

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

The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Unless indicated otherwise, the “Company,” “we,” “us,” and “our” refer to Stone Point Credit Corporation, and the “Adviser” refers to Stone Point Credit Adviser LLC, an affiliate of Stone Point Capital LLC (“Stone Point Capital”) (together with the Adviser and their other affiliates, collectively, “Stone Point”).

Overview

We were incorporated under the laws of the State of Delaware on September 8, 2020. The Company has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”) and has elected to be treated, and intends to qualify annually, as a regulated investment company for federal income tax purposes. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

As of September 30, 2022, the Company has called equity capital in the amount of $103 million. See “Subscriptions and Drawdowns” under “Financial Condition, Liquidity and Capital Resources” below for further details. Management anticipates calling additional equity capital for investment purposes through drawdowns in respect of capital commitments made by investors pursuant to private placements of the Company’s Common Stock (“Private Offerings”).

Investment Objective and Strategy

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. The Company seeks to invest primarily in senior secured or unsecured loans and, to a lesser extent, subordinated loans, mezzanine loans and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity.

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The Company generally expects to invest in middle market companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $30 million and $250 million annually. Typical middle market senior loans may be issued by middle market companies in the context of leveraged buyouts, acquisitions, debt refinancings, recapitalizations, and other similar transactions. Notwithstanding the foregoing, the Adviser may determine whether companies qualify as “middle market” in its sole discretion, and the Company may from time to time invest in larger or smaller companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and syndicated loan markets. The Company’s target credit investments typically have maturities between 3 and 6 years and generally range in size between $20 million and $100 million. The investment size will vary with the size of the Company’s capital base. The Company has adopted a non-fundamental policy to invest, under normal market conditions, at least 75% of the value of its total assets (measured at the time of each such investment taking into account certain initial assumptions regarding the expected amount of total assets of the Company once fully invested) in portfolio companies that are in the financial services, business services, software and technology or healthcare services sectors. The remaining 25% of the value of the Company’s total assets (measured at the time of each such investment taking into account certain initial assumptions regarding the expected amount of total assets of the Company once fully invested) may be invested across a wide range of sectors (although the Company expects to avoid businesses which at the time of the Company’s investment participate in certain sectors such as payday lending, pawn shops, automobile title and tax refund anticipation loans, credit repair services, strip mining, drug paraphernalia, marijuana related businesses, tax evasion gaming and pornography).

Market Opportunity and Competitive Advantages

The Adviser believes the Company presents an attractive investment opportunity for several reasons:

Demand for Debt Capital. Private equity sponsors have significant levels of capital available for investment, which the Adviser believes will continue to drive demand for direct lending over the coming years as private equity firms seek to deploy capital through leveraged buyouts. The Company believes this dynamic, coupled with the Adviser’s strong relationships in the middle market, will provide significant investment opportunities for the Company.

Proactive Sourcing and Relationship-Driven Deal Flow. The Adviser believes that focusing its activities on proactive, outbound, multi-year searches produces higher quality investment opportunities. The Adviser seeks investment opportunities in sectors that it believes are attractive using a focused three-prong origination strategy. In sourcing investments for the Company, the Adviser leverages (i) its dedicated team of origination professionals and Stone Point’s broker-dealer professionals focusing on sponsor communities and financial intermediaries within targeted sectors, (ii) its extensive network of private equity investment professionals, focused on more than 70 financial services-related end markets, and (iii) its longstanding relationships with commercial banks who may provide investment opportunities to the Company.

Disciplined Underwriting Process. The Adviser seeks investment opportunities that it believes are attractive using a rigorous “top-down” and “bottom-up” process. The Adviser regularly evaluates and selects sectors on which to focus based on an investment thesis (top-down approach) and designates a team of investment professionals to identify leading companies and managers in these sectors (bottom-up approach). For more than 70 identified sectors of the financial services industry, this process includes:

· Firm-wide discussions to prioritize the identified sectors

· Dedicating small teams of investment professionals to study these sectors

· Interaction with industry experts and attendance at key industry conferences

· Proactive outbound calling efforts and meetings with private equity sponsors and management teams

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The Adviser employs a “triangulation” approach in evaluating the quality of a credit, focused on borrower characteristics, loan structure and quality of sponsorship. The Adviser generally seeks to invest in companies that are led by experienced management teams, have market-leading positions and high barriers to entry, and generate predictable free cash flow across market cycles. In structuring a loan, the Adviser is generally focused on determining appropriate leverage levels (with a significant focus on adjustments and free cash flow), ensuring sufficient minimum sponsor equity and seeking to mitigate downside risk through structural protections. Finally, the Adviser seeks to invest in companies with strong financial sponsor ownership, focused on underwriting a sponsor’s ability to support the borrower.

Sector Focus. The Company makes its investments primarily in sectors in which Stone Point has developed a longstanding network and can leverage real-time insights from private portfolio companies to provide a discernible origination and underwriting edge. The Adviser currently focuses the Company’s investments in the financial services, business services, software and technology, and healthcare services sectors. As a result of this specialization by the investment team at the Adviser, the Adviser believes that it is well positioned to source proprietary deals and evaluate a broad range of investments with a deep understanding of the market dynamics and cycles for these sectors.

Further, the Adviser believes the Company’s focus on the financial services, business services, software and technology, and healthcare services sectors provides strong downside protection, given the low default rates in these industries, as well as Stone Point’s investment experience. The Company’s targeted sectors have performed well across market cycles, consistently generating lower cumulative default rates compared with non-financial sectors, which should contribute to enhanced risk-adjusted returns.

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Ability to Leverage Stone Point’s Experienced Investment Team. The Adviser intends to utilize Stone Point Capital’s significant resources and expertise throughout the life cycle of each investment to support the Stone Point Credit Investment Team’s Credit Activities. On an as-needed basis, the Stone Point Capital Private Equity Team contributes a portion of its time, effort and expertise to support Credit Activities. Stone Point Capital has a long, successful record of making investments and managing businesses in the financial services industry. Stone Point Capital has raised nine private equity funds with an investment track record of over 25 years and a focus on investments in companies in the global financial services industry and related sectors. Stone Point Capital and its affiliates have invested in 26 asset management platforms over 15 years and Stone Point believes that its experience investing in and building businesses across a variety of credit strategies, positions the Company for success in the direct lending middle market. The Stone Point Credit Investment Team is responsible for making all investment and disposition recommendations to the Investment Committee. The Investment Committee makes all investment and disposition decisions, subject to Board oversight. As of September 15, 2022, the Investment Team is comprised of more than 85 investment professionals who bring to Stone Point considerable experience with Stone Point and/or from other leading private equity, private debt, investment banking, financial services, corporate law, and accounting firms. A majority of the Investment Team is focused on the private equity markets; however, Stone Point intends to continue to expand the Stone Point Credit Investment Team to support the ongoing growth of the Company and expansion of the Credit Activities. As of September 15, 2022, the Credit Investment Team was comprised of more than 15 dedicated investment professionals¹.

Experienced Investment Committee². The Investment Committee for the Adviser is comprised of Scott J. Bronner, James D. Carey, Eric L. Rosenzweig, David J. Wermuth and Nicolas D. Zerbib. The Investment Committee currently leads the investment activities of the Credit Funds and has worked together at Stone Point for more than ten years investing across multiple credit cycles and different investing environments.

· Mr. Bronner is the President of the Company, a Managing Director of Stone Point, and a member of the Investment Committee, Allocation Committee and Valuation Committee of the Adviser. Prior to joining the Firm in 2009, he was in the Private Equity Division at Lehman Brothers Inc.

· Mr. Carey is a Managing Director of Stone Point, a member of the Investment Committees of the Adviser and the Trident Funds, and a member of the Allocation Committee of the Adviser. Prior to joining the Firm in 1997, he was in the Financial Institutions Investment Banking Group at Merrill Lynch & Co. and prior to that time was an attorney with Kelley Drye & Warren LLP.

· Mr. Rosenzweig is a Managing Director of Stone Point and a member of the Investment Committee and Valuation Committee of the Adviser. Prior to joining the Firm in 2006, he was in the Financial Institutions Investment Banking Group at UBS Investment Bank.

· Mr. Wermuth is the Chairman of the Company, a Managing Director and the General Counsel of Stone Point, a member of the Investment Committees of the Adviser and the Trident Funds, and a member of the Allocation Committee and Valuation Committee of the Adviser. Prior to joining the Firm in 1999, he was an attorney specializing in mergers and acquisitions at Cleary, Gottlieb, Steen & Hamilton LLP and prior to that time an auditor for KPMG Peat Marwick.

· Mr. Zerbib is a Managing Director of Stone Point, a member of the Investment Committees of the Adviser and the Trident Funds, and a member of the Valuation Committee of the Adviser. Prior to joining the Firm in 1998, he was in the Financial Institutions Group at Goldman Sachs.

All investment decisions are reviewed and approved by the Investment Committee, which has principal responsibility for approving new investments and overseeing the management of existing investments. This senior management team is supported by a team of investment professionals who bring to Stone Point considerable experience with Stone Point and/or from other leading private equity, investment banking, financial services, corporate law and accounting firms.

1

Includes two employees whose focus is shared across Stone Point Credit and Stone Point Capital.

2

From the Commencement of Operations through February 28, 2022, the Investment Committee for the Adviser was comprised of James D. Carey, Charles A. Davis, Stephen Friedman, David J. Wermuth and Nicolas D. Zerbib. Effective March 1, 2022, Scott J. Bronner and Eric L. Rosenzweig joined the Investment Committee and Charles A. Davis and Stephen Friedman have each assumed an advisory role to the Investment Committee.

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The following table sets forth the experience of the Adviser’s Investment Committee.

The Adviser’s Investment Committee	Years in Financial Services		Years at Stone Point
Scott J. Bronner, Managing Director Member of the Investment Committee		16		13
James D. Carey, Managing Director Member of the Investment Committee		28		25
Eric L. Rosenzweig, Managing Director Member of the Investment Committee		18		16
David J. Wermuth, Managing Director, General Counsel Member of the Investment Committee		26		23
Nicolas D. Zerbib, Managing Director Member of the Investment Committee		27		24

Key Components of Operations

Investments

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

As a BDC, the Company must invest at least 70% of its assets in “qualifying assets,” which may include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all U.S. private operating companies and small U.S. public operating companies with a market capitalization of less than $250 million.

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

Revenues

The Company expects to generate revenues primarily through receipt of interest and dividend income from its investments. In addition, the Company may generate income from capital gains on the sales of loans and debt and equity related securities and various loan origination and other fees and dividends on direct equity investments.

Expenses

The Company’s day-to-day investment operations are managed by the Adviser, and services necessary for the Company’s business, including the origination and administration of its investment portfolio, are provided by individuals who are employees of the Adviser, Administrator, and Sub-Administrator, pursuant to the terms of the Investment Advisory Agreement, the Administration Agreement, and Sub-Administration Agreement. The Company will reimburse the Administrator for its allocable portion of expenses incurred by it in performing its obligations under the Administration Agreement, including its allocable portion of the cost of certain of the Company’s officers and their respective staff, and the Adviser for certain expenses under the Investment Advisory Agreement. The Company bears its allocable portion of the compensation paid by Stone Point to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staff (based on a percentage of time such individuals devote, on an estimated basis, to the Company’s business affairs). The Company bears all other costs and expenses of the Company’s operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) the Company’s allocable portion of overhead and other expenses incurred by Administrator in performing its administrative obligations under the Administration Agreement, (iii) fees for services rendered by the Sub-Administrator that the Administrator determines are commercially reasonable; and (iv) all other expenses of its operations and transactions including, without limitation, those relating to:

· the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services;

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· the cost of effecting sales and repurchases of shares of the Common Stock and other securities, including, as otherwise noted below, in connection with the Private Offering;

· fees payable to third parties relating to making investments, including the Adviser’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;

· interest expense and other costs associated with the Company’s indebtedness;

· transfer agent, dividend reinvestment plan administrator, sub-administrator and custodial fees;

· out-of-pocket fees and expenses associated with marketing efforts;

· federal and state registration fees and any stock exchange listing fees;

· U.S. federal, state and local taxes;

· Independent Directors’ fees and expenses;

· brokerage commissions and markups;

· fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;

· direct costs, such as printing, mailing, long distance telephone and staff;

· fees and expenses associated with independent audits and outside legal costs;

· costs associated with the Company’s reporting and compliance obligations U.S. federal and state securities laws, including, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the 1940 Act; and

· other expenses incurred by the Administrator or the Company in connection with administering the Company’s business, including payments under the Administration Agreement that will be based upon the Company’s allocable portion (subject to the review and approval of the Board) of overhead.

The Administrator can waive any amounts owed to it under the Administration Agreement, at its discretion. From time to time, the Adviser and the Administrator or its affiliates may pay third-party providers of goods or services. The Company will subsequently reimburse the Adviser or the Administrator, as applicable, for such amounts paid on the Company’s behalf. The Adviser has agreed to bear the aggregate organizational and offering costs in connection with the Private Offering in excess of $1,250,000.

The Company has entered into credit facilities to partially fund the Company’s operations, and may incur costs and expenses including commitment, origination, legal and/or structuring fees and the related interest costs associated with any amounts borrowed. See “Financing Facilities” under “Financial Condition, Liquidity and Capital Resources” below for further details.

The Company has had little operating history and therefore this statement concerning additional expenses is necessarily an estimate and may not match the Company’s actual results of operations in the future.

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Leverage

The amount of leverage that the Company employs will depend on the Adviser’s and the Board’s assessment of market and other factors at the time of any proposed borrowing. In accordance with the 1940 Act, with certain limitations, BDCs are allowed to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 200% (or 150% if certain conditions are met) after such borrowing. As a result of complying with the requirements set forth in the Small Business Credit Availability Act, the Company is able to borrow amounts such that its asset coverage ratio is at least 150%, rather than 200%. As of September 30, 2022 and December 31, 2021, the Company’s asset coverage ratio was 186% and 186%, respectively.

In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time within the limits of the 1940 Act. In addition, we may dedicate assets or capital commitments as collateral to financing facilities.

Financial and Operating Highlights

	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Total investment income	$	35,640,221		$	84,096,056
Total expenses		18,803,938			42,005,422
Net investment income (loss)		16,836,283			42,090,634
Total net realized gains (losses)		657,874			984,078
Total net change in unrealized appreciation (depreciation)		(14,617,098	)		(20,727,283	)
Net increase (decrease) in net assets resulting from operations	$	2,877,059		$	22,347,429
Per share information - basic and diluted:
Net investment income (loss)	$	0.49		$	1.34
Net increase (decrease) in net assets resulting from operations	$	0.08		$	0.71
Distributions declared per share	$	0.51		$	1.34

Consolidated balance sheet data	As of September 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	30,012,220	$	15,096,474
Investments at fair value		1,647,843,827		1,158,985,986
Total assets		1,706,525,885		1,183,075,390
Total debt (net of unamortized debt issuance costs)		891,115,029		629,540,377
Total liabilities		929,207,282		637,506,031
Total net assets	$	777,318,603	$	545,569,359
Net asset value per share	$	19.61	$	20.14
Other data:
Number of portfolio companies		68		40

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Portfolio and Investment Activity

Our investment activity for the three months ended September 30, 2022 is presented below (information presented herein is at par value unless otherwise indicated).

	Three Months Ended September 30, 2022
New investment commitments:
Total new investment commitments	$	310,826,438
Principal amount of investments funded:
First lien loans	$	242,933,075
Second lien loans		22,737,191
Unsecured notes		33,603,357
Total principal amount of investments funded	$	299,273,623
Principal amount of investments sold or repaid:
First lien loans		82,024,865
Second lien loans		—
Unsecured loans		5,568,000
Total principal amount of investments sold or repaid	$	87,592,865
Number of new investment commitments in new portfolio companies		29
Average new investment commitment amount in new portfolio companies	$	9,315,939
Percentage of new debt investment commitments at floating rates		89.2	%
Percentage of new debt investment commitments at fixed rates		10.8	%
Weighted average yield to maturity on funded debt and other income producing investments to new portfolio companies during the period1		10.2	%
Weighted average yield to maturity on debt and other income producing securities sold or repaid in full during the period		N/A

¹ Weighted average yield to maturity is calculated by weighting the yield to maturity of each investment by its ending funded par amount. Yield to maturity is calculated inclusive of a portfolio company’s spread, reference rate floor (if any) or actual reference rate in effect and original issue discount through maturity and excludes any upfront fees or present value adjustments.

As of September 30, 2022, the Company had 137 debt investments in 67 portfolio companies with an aggregate fair value of $1,634.1 million. As of December 31, 2021, the Company had 84 debt investments in 40 portfolio companies with an aggregate value of $1,157.0 million.

As of September 30, 2022 and December 31, 2021, the Company’s investments consisted of the following:

	September 30, 2022							December 31, 2021
Investments:	Amortized Cost		Fair Value		Percent of Total Portfolio at Fair Value			Amortized Cost		Fair Value		Percent of Total Portfolio at Fair Value
First Lien Loans	$	1,381,404,275	$	1,378,709,473		83.7	%	$	1,008,537,941	$	1,011,839,638		87.3	%
Second Lien Loans		179,079,790		168,322,391		10.2	%		124,070,639		125,146,348		10.8	%
Unsecured Notes		89,911,442		87,061,545		5.3	%		19,613,993		20,000,000		1.7	%
Equity and Warrants		13,412,201		13,750,418		0.8	%		2,000,000		2,000,000		0.2	%
Total Investments	$	1,663,807,708	$	1,647,843,827		100.0	%	$	1,154,222,573	$	1,158,985,986		100.0	%

49

The industry composition of investments based on fair value as of September 30, 2022 and December 31, 2021 was as follows:

	September 30, 2022			December 31, 2021
Capital Markets		7.2	%		7.0	%
Diversified Consumer Services		0.8			—
Diversified Financial Services		8.3			6.0
Health Care Providers & Services		11.0			13.1
Health Care Technology		7.1			10.3
Insurance		16.4			19.2
IT Services		14.2			11.5
Professional Services		14.7			10.7
Real Estate Management & Development		3.0			4.3
Software		17.3			17.9
Total		100.0	%		100.0	%

The geographic composition of investments based on fair value as of September 30, 2022 and December 31, 2021 was as follows:

	September 30, 2022			December 31, 2021
U.S.		98.1	%		97.3	%
Non-U.S.		1.9			2.7
Total		100.0	%		100.0	%

The following table presents certain selected information regarding our investment portfolio as of September 30, 2022 and December 31, 2021:

	As of September 30, 2022			As of December 31, 2021
Number of portfolio companies		68			40
Weighted Average EBITDA (based on par)	$	185.0		$	142.9 million
Percentage of performing debt bearing a floating rate		94.4	%		98.3	%
Percentage of performing debt bearing a fixed rate		5.6	%		1.7	%
Weighted average yield to maturity on funded debt and other income producing investments1		9.9	%		7.2	%

¹ Weighted average yield to maturity is calculated by weighting the yield to maturity of each investment by its ending funded par amount. Yield to maturity is calculated inclusive of a portfolio company’s spread, reference rate floor (if any) or actual reference rate in effect and original issue discount through maturity and excludes any upfront fees or present value adjustments.

The following table presents the maturity schedule of our debt investments based on fair value as of September 30, 2022 and December 31, 2021:

	September 30, 2022					December 31, 2021
Maturity Year	Fair Value		Percentage of Portfolio			Fair Value		Percentage of Portfolio
2024	$	5,037,206		0.3		$	5,334,098	0.5
2025		41,266,728		2.5			40,007,868	3.5
2026		154,145,544		9.4			110,184,615	9.5
2027		385,332,968		23.6			459,333,139	39.6
2028		599,065,115		36.7			383,736,271	33.2
2029		411,329,585		25.2			138,389,995	12.0
2030		18,275,065		1.1			—	—
2031		19,641,198		1.2			20,000,000	1.7
Total	$	1,634,093,409		100.0	%	$	1,156,985,986	100.0	%

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Our Adviser monitors our portfolio companies on an ongoing basis. The Adviser believes that actively managing an investment allows it to identify problems early and work with companies to develop constructive solutions when necessary. The Adviser will monitor our portfolio with a focus toward anticipating negative credit events. In seeking to maintain portfolio company performance and help to ensure a successful exit, the Adviser will work closely with, as applicable, the lead equity sponsor, portfolio company management, consultants, advisers and other security holders to discuss financial position, compliance with covenants, financial requirements and execution of the company’s business plan. In addition, the Adviser’s personnel may occupy a seat or serve as an observer on a portfolio company’s board of directors or similar governing body.

Typically, the Adviser receives financial reports detailing operating performance, sales volumes, margins, cash flows, financial position and other key operating metrics on a quarterly basis from portfolio companies. The Adviser will use this data, combined with the knowledge gained through due diligence of the company’s customers, suppliers, competitors, market research and other methods, to conduct an ongoing assessment of the company’s operating performance and prospects.

As part of the monitoring process, the Adviser rates the risk of all portfolio investments on a scale of 1 to 5, no less frequently than quarterly. This internal performance rating is primarily intended to assess the underlying risk of a portfolio investment relative to such investments’ cost taking into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The Adviser’s internal performance ratings do not constitute any rating of investments by a nationally recognized rating organization or reflect any third-party assessment. The Adviser’s internal performance rating scale is as follows:

Investment Performance Rating	Description
1	The portfolio company is performing above expectations, and the business trends and risk factors for this investment since origination or acquisition are generally favorable.
2	The portfolio company is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2.
3	The portfolio company is performing below expectations and the investment’s risk has increased somewhat since origination or acquisition. For debt investments rated 3, the portfolio company could be out of compliance with debt covenants; however, loan payments are generally not past due.
4	The portfolio company is performing materially below expectations and indicates that the investment’s risk has increased materially since origination or acquisition. For debt investments rated 4, in addition to the portfolio company being generally out of compliance with debt covenants, loan payments may be past due.
5	The portfolio company is performing substantially below expectations and indicates that the investment’s risk has increased substantially since origination or acquisition. For debt investments rated 5, most or all of the debt covenants are out of compliance and payments are substantially delinquent. It is anticipated that we will not recoup our initial cost basis and may realize a substantial loss upon exit of the investment.

It is possible that the rating of a portfolio investment may change over time. For investments rated 3, 4 or 5, the Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

The following table shows the composition of our portfolio investments on the Adviser’s internal performance rating scale:

	September 30, 2022
Investment Rating	Fair Value		Percentage of Portfolio
1	$	130,178,698	7.9	%
2		1,476,641,569	89.6	%
3		41,023,560	2.5	%
4		—	—
5		—	—
Total	$	1,647,843,827	100.0	%

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The following table presents the amortized cost of our performing and non-accrual investments as of September 30, 2022 and December 31, 2021:

	September 30, 2022					December 31, 2021
	Amortized Cost		Percentage			Amortized  Cost		Percentage
Performing	$	1,663,807,708		100.0	%	$	1,152,222,573		100.0	%
Non-accrual		—		—			—		—
Total	$	1,663,807,708		100.0	%	$	1,152,222,573		100.0	%

The following table presents the fair value of our performing and non-accrual investments as of September 30, 2022 and December 31, 2021:

	September 30, 2022					December 31, 2021
	Fair Value		Percentage			Fair Value		Percentage
Performing	$	1,647,843,827		100.0	%	$	1,156,985,986		100.0	%
Non-accrual		—		—			—		—
Total	$	1,647,843,827		100.0	%	$	1,156,985,986		100.0	%

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Results of Operations

The following table presents the operating results for the three and nine months ended September 30, 2022:

	Three Months Ended September 30,  2022			Nine Months Ended September 30, 2022
Total investment income	$	35,640,221		$	84,096,056
Less: total expenses		18,803,938			42,005,422
Net investment income (loss)		16,836,283			42,090,634
Total net realized gains (losses)		657,874			984,078
Net change in unrealized appreciation (depreciation) on investments		(14,617,098	)		(20,727,283	)
Net increase (decrease) in net assets resulting from operations	$	2,877,059		$	22,347,429

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Investment Income

Total investment income was $35,640,221 and $84,096,056 for the three and nine months ended September 30, 2022, respectively. Total investment income consisted of interest income from investments, interest from cash and cash equivalents and fee income.

	Three Months Ended September 30,  2022		Nine Months Ended September 30,  2022
Interest income from investments	$	34,992,194	$	83,447,374
Dividend income from investments		273,875		273,875
Interest from cash and cash equivalents		402		1,057
Fee income		373,750		373,750
Total investment income	$	35,640,221	$	84,096,056

Expenses

Operating expenses for the three and nine months ended September 30, 2022 were as follows:

	Three Months Ended September 30,  2022		Nine Months Ended September 30, 2022
Base management fees	$	5,157,000	$	13,388,694
Interest and financing fees		12,005,058		24,407,919
Offering costs		33,518		77,876
Professional fees		1,500,943		3,801,409
Directors fees		91,875		275,625
Insurance expenses		15,544		53,899
Total expenses	$	18,803,938	$	42,005,422

Under the Administration Agreement, we will reimburse the Administrator for all reasonable costs and expenses incurred for services performed for us. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and we will reimburse the expenses of these parties incurred directly and/or paid by the Administrator on the Company’s behalf. The Administrator can waive any amounts owed to it under the Administration Agreement, at its discretion.

For the three and nine months ended September 30, 2022, the Company incurred $333,000 and $694,618 of administrative overhead expenses, respectively. For the three and nine months ended September 30, 2022, the Administrator has elected to waive additional charges that would have otherwise been eligible for reimbursement under the terms of the Administration Agreement which are not subject to recoupment.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes.

53

Net Realized Gains (Losses) and Unrealized Appreciation (Depreciation) on Investments

The following table summarizes our net realized gains (losses) and unrealized appreciation (depreciation) for the three and nine months ended September 30, 2022:

	Three Months Ended September 30,  2022			Nine Months Ended September 30,  2022
Net realized gains (losses) and unrealized appreciation (depreciation) on investments
Total net realized gains (losses)	$	657,874		$	984,078
Total net change in unrealized appreciation (depreciation)		(14,617,098	)		(20,727,283	)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments	$	(13,959,224	)	$	(19,743,205	)

For the three and nine months ended September 30, 2022, we had net realized gains on investments of $657,874 and $984,078, respectively.

The Adviser determines the fair value of our portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation or depreciation. During the three and nine months ended September 30, 2022, we had net unrealized depreciation on our investment portfolio of $14,617,098 and $20,727,283, respectively.

Financial Condition, Liquidity and Capital Resources

The Company intends to generate further cash from (1) future offerings of the Company’s common or preferred stock, (2) cash flows from operations and (3) borrowings from banks or other lenders. The Company will seek to enter into bank debt, credit facility or other financing arrangements on at least customary market terms; however, the Company cannot assure you it will be able to do so.

The Company’s primary use of cash will be for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including paying the Adviser), (3) debt service of any borrowings and (4) cash distributions to the holders of the Company’s stock.

Equity

Subscriptions and Drawdowns

On November 17, 2020, the Adviser committed to contribute $1,000 of capital to the Company. In exchange for this contribution, the Adviser received 50 shares of the Company’s Common Stock.

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Since inception, the Company has completed the following share issuances:

Common Stock Issuance Date	Number of Common Stock Issued		Aggregate Offering Price
September 28, 2022		5,000,901	$	99,900,000
September 26, 2022(1)		138,540		2,767,536
June 29, 2022		2,498,950		50,000,000
June 27, 2022(1)		100,633		2,013,490
March 29, 2022		1,986,561		40,000,000
March 25, 2022		2,734,196		55,000,000
March 24, 2022(1)		87,065		1,751,362
December 22, 2021(1)		44,706		898,396
December 9, 2021		10,296,137		210,000,000
September 24, 2021		3,783,388		75,000,000
September 23, 2021(1)		17,842		353,695
August 25, 2021(1)		13,540		271,305
June 18, 2021		5,025,757		100,000,000
March 30, 2021		3,687,064		71,877,447
February 26, 2021		1,429,493		28,121,553
February 4, 2021		1,545,776		30,000,000
December 24, 2020		744,307		14,886,136
December 21, 2020		505,693		10,113,864
November 17, 2020		50		1,000
Total		39,640,599	$	792,955,784

⁽¹⁾      Shares were issued to stockholders participating in the Company’s DRIP.

The sales of Common Stock were made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten business days’ prior notice to the funding date.

Each of the sales of Common Stock is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act.

Debt

Financing Facilities

	September 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Amount Available		Net Carrying Value
Capital Call Facility	$	200,000,000	$	44,000,000	$	156,000,000	$	43,865,060
Revolving Credit Facility		750,000,000		631,000,000		119,000,000		624,749,056
2025 Notes		225,000,000		225,000,000		—		222,500,913
Total	$	1,175,000,000	$	900,000,000	$	275,000,000	$	891,115,029

55

	December 31, 2021
	Aggregate Principal Committed		Outstanding Principal		Amount Available		Net Carrying Value
Capital Call Facility	$	200,000,000	$	200,000,000	$	—	$	199,454,570
Revolving Credit Facility		500,000,000		435,000,000		65,000,000		430,085,807
Total	$	700,000,000	$	635,000,000	$	65,000,000	$	629,540,377

Liquidity

Operating liquidity is our ability to meet our short-term liquidity needs. The following table presents our operating liquidity position as of September 30, 2022 and December 31, 2021:

	As of
	September 30, 2022			December 31, 2021
Cash and cash equivalents	$	30,012,220		$	15,096,474
Unused borrowing capacity		275,000,000			65,000,000
Unfunded portfolio company commitments		(269,639,247	)		(231,355,264	)
Undrawn capital commitments		332,461,256			532,992,792
Total operational liquidity	$	367,834,229		$	381,734,002

Distributions

For the nine months ended September 30, 2022, the Company declared the following distributions:

Record Date	Payment Date	Distribution Rate per Share		Annualized Distribution Rate1			Distribution Paid
September 23, 2022	September 26, 2022		0.510		10.1	%		17,595,590
June 24, 2022	June 27, 2022	$	0.405		8.1	%	$	12,970,138
March 23, 2022	March 24, 2022		0.425		8.5	%		11,514,845

¹ Annualized distribution rate is calculated as annualized quarterly declared distribution divided by weighted average net asset value over the period. Weighted average net asset value is based on the net asset value at the beginning of the quarter plus capital called and distributions reinvested during the quarter.

Commitments and Off-Balance Sheet Arrangements

Litigation and Regulatory Matters

From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with the Company’s portfolio companies. The Company and the Adviser are not currently a party to any material legal proceedings.

56

Unfunded Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. As of September 30, 2022 and December 31, 2021, the Company had the following unfunded portfolio company commitments under loan and financing agreements:

Portfolio Company	Type of Investment	September 30, 2022 Par		December 31, 2021 Par
2-10 Holdco, Inc.	First Lien Revolving Loan	$	2,777,778	$	2,777,778
Accordian Partners LLC	First Lien Delayed Draw Loan		4,576,531		—
Accordian Partners LLC	First Lien Revolving Loan		2,034,014		—
AmeriLife Group Holdings, Inc.	First Lien Delayed Draw Loan		10,545,455		—
AmeriLife Group Holdings, Inc.	First Lien Revolving Loan		5,272,727		—
Anaplan, Inc.	First Lien Revolving Loan		1,546,008		—
AxiomSL Group, Inc.	First Lien Delayed Draw Term Loan		2,273,873		2,273,873
AxiomSL Group, Inc.	First Lien Revolving Loan		2,481,089		2,481,089
Beacon Pointe Harmony, LLC	First Lien Delayed Draw Term Loan		10,670,000		15,000,000
Beacon Pointe Harmony, LLC	First Lien Revolving Loan		3,000,000		3,000,000
Bottomline Technologies, Inc.	First Lien Revolving Loan		7,365,385		—
Captive Resources Midco, LLC	First Lien Revolving Loan		2,202,764		—
CORA Health Holdings Corp.	First Lien Delayed Draw Term Loan		5,376,426		5,618,000
Diligent Corporation	First Lien Revolving Loan		2,500,000		5,000,000
Elkay LLC	First Lien Revolving Loan		3,611,111		3,611,111
Explorer Investor, Inc.	First Lien Delayed Draw Loan		5,058,140		—
Galway Borrower, LLC	First Lien Delayed Draw Term Loan		3,227,407		9,237,537
Galway Borrower, LLC	First Lien Revolving Loan		4,098,295		4,398,827
Geosyntec Consultants, Inc.	First Lien Delayed Draw Term Loan		4,397,000		—
Geosyntec Consultants, Inc.	First Lien Revolving Loan		1,609,000		—
GovDelivery Holdings, LLC	First Lien Delayed Draw Term Loan		13,464,000		13,464,000
GovDelivery Holdings, LLC	First Lien Revolving Loan		2,413,807		2,413,807
GraphPAD Software, LLC	First Lien Delayed Draw Term Loan		11,000,000		11,000,000
GraphPAD Software, LLC	First Lien Revolving Loan		2,500,000		2,500,000
GS Acquisitionco, Inc.	First Lien Delayed Draw Term Loan		8,999,967		20,974,500
Heights Buyer LLC	First Lien Delayed Draw Term Loan		2,553,846		—
Heights Buyer LLC	First Lien Revolving Loan		2,075,000		—
IG Investments Holdings LLC	First Lien Revolving Loan		5,057,803		2,528,901
Imagine Acquisitionco, LLC	First Lien Delayed Draw Term Loan		6,430,868		6,430,868
Imagine Acquisitionco, LLC	First Lien Revolving Loan		4,630,225		4,630,225
Maverick 1 LLC	Second Lien Delayed Draw Term Loan		—		1,000,000
MB2 Dental Solutions, LLC	First Lien Delayed Draw Term Loan		5,000,000		21,060,000
MBO Partners, Inc.	First Lien Delayed Draw Term Loan		9,910,664		—
Ministry Brands Purchaser, LLC	First Lien Delayed Draw Term Loan		5,649,718		5,649,718
Ministry Brands Purchaser, LLC	First Lien Revolving Loan		1,694,915		1,694,915
Mirra-Prime Access Holdings, LLC	First Lien Revolving Loan		685,000		2,740,000
More Cowbell I LLC	First Lien Delayed Draw Term Loan		—		15,000,000
Project K BuyerCo, Inc.	First Lien Revolving Loan		7,727,273		7,727,273
RSC Acquisition, Inc.	First Lien Delayed Draw Term Loan		26,608,421		—
Simplifi Holdings, Inc.	First Lien Revolving Loan		2,891,566		2,891,566
SpecialtyCare, Inc.	First Lien Delayed Draw Term Loan		1,168,556		1,274,788
SpecialtyCare, Inc.	First Lien Revolving Loan		1,062,323		1,062,323
Spirit RR Holdings, Inc.	First Lien Delayed Draw Term Loan		3,033,823		—
Spirit RR Holdings, Inc.	First Lien Revolving Loan		1,400,226		—
Stepping Stones Healthcare Services, LLC	First Lien Delayed Draw Term Loan		6,300,000		7,000,000
Stepping Stones Healthcare Services, LLC	First Lien Revolving Loan		3,360,000		3,500,000
Syntax Systems Limited	First Lien Delayed Draw Term Loan		2,970,297		2,970,297
Syntax Systems Limited	First Lien Revolving Loan		396,040		668,515
TA/WEG Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan		23,934,857		1,169,692
TA/WEG Intermediate Holdings, LLC	First Lien Revolving Loan		2,000,000		307,500
Tamarack Intermediate LLC	First Lien Delayed Draw Term Loan		3,515,625		—
Tempus, LLC	Firest Lien Delayed Draw Term Loan		—		18,351,352
Trinity Partners Holdings LLC	First Lien Delayed Draw Term Loan		7,446,809		7,446,809
TST Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan		9,134,615		12,500,000
Total Par		$	269,639,247	$	231,355,264

We believe that we maintain sufficient liquidity in the form of cash, financing capacity and undrawn capital commitments from our investors to cover any outstanding unfunded portfolio company commitments we may be required to fund.

Investor Commitments

As of September 30, 2022, the Company has received capital commitments totaling $1,117 million, of which, $332 million remained available. As of December 31, 2021, the Company had received capital commitments totaling $1,073 million, of which, $553 million remained available.

57

Contractual Obligations

Our payment obligations for repayment of debt, which total our contractual obligations on September 30, 2022, include $44 million of financing under the Capital Call Facility maturing in less than one year and $631 million of financing under the Revolving Credit Facility maturing in three to five years, and $225 million of financing under the 2025 Notes maturing in one to three years.

	Payments Due by Period
	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
Capital Call Facility	$	44,000,000	$	44,000,000	$	—	$	—	$	—
Revolving Credit Facility		631,000,000		—		—		631,000,000		—
2025 Notes		225,000,000		—		225,000,000		—		—
Total Contractual Obligations	$	900,000,000	$	44,000,000	$	225,000,000	$	631,000,000	$	—

Hedging

In connection with certain portfolio investments, the Company may employ hedging techniques designed to reduce the risk of adverse movements in interest rates, securities prices and currency exchange rates. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while the Company may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, currency exchange rates and other factors may result in a poorer overall performance for the Company than if it had not entered into such hedging transactions. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring investments. There were no hedging transactions through the three and nine months ended September 30, 2022.

Critical Accounting Policies

This discussion of the Company’s operating plan is based upon the Company’s financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, the Company describes its critical accounting policies in the notes to the Company’s financial statements.

Valuation of Investments

The Board has designated the Adviser as the Company’s “Valuation Designee” under Rule 2a-5 under the 1940 Act. The Adviser determines the value of the Company’s investments in accordance with fair value accounting guidance promulgated under U.S. GAAP, which establishes a hierarchical disclosure framework which ranks the observability inputs used in measuring financial instruments at fair value. See the Notes to Financial Statements for a description of the hierarchy for fair value measurements and a description of the Company’s valuation procedures.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

Investment transactions are recorded on the trade date. The Company measures net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation and depreciation, when gains or losses are realized.

Revenue Recognition

The Company records interest income on an accrual basis to the extent that the Company expects to collect such amounts. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. The Company does not accrue as a receivable interest on loans and debt securities for accounting purposes if the Company has reason to doubt the Company’s ability to collect such interest. OIDs, market discounts or premiums are accreted or amortized over the life of the respective security using the effective interest method as interest income. The Company records prepayment premiums on loans and debt securities as interest income.

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Other Income

Other income may include income such as consent, waiver, amendment, unused, syndication and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee.

Offering and Organizational Expenses

The Company has and will continue to bear expenses relating to the organization of the Company and the Private Offering and any subsequent offering of Common Stock, including the listing of the Company’s Common Stock on a national securities exchange. Organizational expenses include, without limitation, the cost of incorporation, including legal fees related to the creation and organization of the Company, its related documents of organization and its election to be regulated as a BDC. Offering expenses include, without limitation, legal, accounting, printing and other offering costs including those associated with the preparation of a registration statement in connection with any subsequent offering of Common Stock. The Adviser has agreed to bear the aggregate organizational and offering costs in connection with the Private Offering in excess of $1,250,000. Organizational costs to establish the Company are charged to expense as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company. Offering costs in connection with the offering of shares of Common Stock of the Company are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months beginning with the latter of either the commencement of operations or from incurrence. These expenses consist primarily of legal fees and other costs incurred with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.

U.S. Federal Income Taxes

The Company has elected to be treated, and intends to qualify annually, to be taxed as a RIC under Subchapter M of the Code. As a RIC, the Company generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains distributed to shareholders. To qualify as a RIC, the Company must maintain an election under the 1940 Act to be regulated as a BDC, meet specified source-of-income and asset diversification requirements as well as distribute each taxable year dividends for U.S. federal income tax purposes generally of an amount at least equal to 90% of the Company’s “investment company taxable income,” which is generally the Company’s net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid. See “Note 11. Taxes.”

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is subject to financial market risks, including valuation risk and interest rate risk.

Valuation Risk

The Company plans to invest primarily in illiquid debt securities of private companies. Most of the Company’s investments will not have a readily available market price, and the Adviser will value these investments at fair value as determined in good faith in accordance with procedures approved by the Board. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments the Company makes.

Interest Rate Risk

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

As of September 30, 2022, 94.4% of our debt investments based on fair value were at floating rates. Our credit facilities, including our Capital Call Facility and Revolving Credit Facility, also bear interest at floating rates.

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Based on our Consolidated Statement of Assets and Liabilities as of September 30, 2022, the following table shows the approximate annualized impact of hypothetical base rate changes in interest rates (considering interest rate floors and assuming no changes in our investment portfolio and borrowing structure):

	Change in
Basis point change	Interest Income (1)			Interest Expense			Net Investment Income (Loss)
300	$	47,632,224		$	(20,250,000	)	$	27,382,224
200		31,754,816			(13,500,000	)		18,254,816
100		15,877,408			(6,750,000	)		9,127,408
(100)		(15,543,979	)		6,750,000			(8,793,979	)
(200)		(30,189,484	)		13,500,000			(16,689,484	)
(300)		(37,184,788	)		18,655,182			(18,529,606	)

⁽¹⁾      Assumes no defaults or prepayments by portfolio companies over the next twelve months.

We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options and forward contracts, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments. We did not engage in interest rate hedging activities during the three and nine months ended September 30, 2022.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2022 (the end of the period covered by this report), our management, including our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Principal Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there was no change in our internal controls over financial reporting, as defined under Rule 13a-af(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither we nor the Adviser are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or the Adviser. From time to time, we or the Adviser may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal or regulatory proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, as filed with the SEC on March 30, 2022, except as provided below.

Inflation Risks. Recently, inflation has increased to its highest level in decades. Typically, as inflation rises, a portfolio company will earn more revenue but also will incur higher expenses; as inflation declines, a portfolio company might be unable to reduce expenses in line with any resulting reduction in revenue. A rise in real interest rates would likely result in higher financing costs for portfolio companies and could therefore result in a reduction in the amount of cash available for distribution to investors or the value of the portfolio company. If a portfolio company is unable to increase its revenue or pass any increases in its costs along to its customers during times of higher inflation, its profitability and its ability to pay interest and principal on its loans could be adversely affected, particularly if interest rates rise in response to increases in inflation rates.

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ESG Considerations. The Company’s business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. The Company risks damage to its brand and reputation if it fails to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and considering ESG factors in its investment processes. Adverse incidents with respect to ESG activities could impact the value of the Company’s brand, the cost of its operations and relationships with Stockholders and potential investors, all of which could adversely affect the Company’s business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect the Company’s business. The Company recognizes that a responsible approach to investing which takes into account ESG issues is an important element of its investment strategy. The Company is committed to considering material ESG issues relevant to its investment strategy in the course of its due diligence. In this regard, effective as of January 1, 2022, the Adviser has developed a Responsible Investment Policy and certain tools to assist the investment team in evaluating ESG risks on a pre-investment basis to determine the potential materiality of any downside risks. The Adviser’s ESG-related materiality considerations include, but are not limited to, environmental liabilities, physical impacts of climate change, data security and the protection of customer information, labor practices, diversity, equity and inclusion practices, and compliance with applicable laws and regulations. While the Adviser will attempt to gather information regarding the portfolio company on a pre-investment basis, there are certain transactions that make it more difficult to gather relevant information. There is no guarantee that all ESG information will be available for all types of transactions. Where material ESG risks are identified during its initial due diligence with respect to a portfolio company, the Adviser will incorporate such risks into its investment analysis and decision-making process.

There is no guarantee that the Adviser will be able to successfully implement its ESG policy or to identify ESG risks while achieving the Company’s investment objectives. In addition, applying ESG factors to investment decisions is qualitative and subjective by nature, and there is no guarantee that the criteria utilized by the Adviser, or any judgment exercised by the Adviser, will reflect the beliefs or values of any particular investor. There are also significant differences in interpretations of what positive ESG characteristics mean by region, industry, and topic. The Adviser’s interpretations and decisions are expected to differ from others’ views and could also evolve over time. In addition, in evaluating an investment, the Adviser expects to depend upon information and data provided by several sources, including the relevant target companies and/or various reporting sources which could be incomplete, inaccurate, or unavailable, and which could cause the Adviser to incorrectly assess a company’s ESG practices and/or related risks. The Adviser does not intend independently to verify all ESG information reported by target companies or third parties. Further, considering ESG qualities when evaluating an investment could result in the selection or exclusion of certain investments based on the Adviser’s view of certain ESG-related and other factors and could cause the Company not to make an investment that it would have made or to make a management decision with respect to an investment differently than they would have made in the absence of the ESG policies, which could negatively impact the Company’s performance.

Further, ESG practices are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by other asset managers, and the Adviser’s adoption and adherence to various such principles, frameworks, methodologies, and tools is expected to vary over time. There is also a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement, and disclosure of ESG factors. The Adviser’s ESG policies could become subject to additional regulation in the future, and Stone Point cannot guarantee that its current approach will meet future regulatory requirements.

Recent Developments

From October 1, 2022 through November 9, 2022, the Company has committed approximately $20 million of new and incremental investments. This includes transactions that have closed or for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore the Company believes are likely to close. From October 1, 2022 through November 9, 2022, the Company exited approximately $14 million of investment commitments.

On November 8, 2022, the Company’s Board amended and restated its bylaws that revise Section 2.9 of the bylaws regarding the preparation of voting lists in advance of stockholder meetings to conform to recent amendments to the Delaware General Corporation Law regarding preparation of such lists.

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

Except as previously reported by the Company on its current reports on Form 8-K, the Company did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

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Item 5. Other Information

None

Item 6. Exhibits

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

3.1	Amended and Restated Bylaws*
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

^*         Filed herewith.

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SIGNATURES

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

		Stone Point Credit Corporation
Date: November 10, 2022	By:	/s/ Scott Bronner
		Name: Scott Bronner
		Title: Principal Executive Officer
Date: November 10, 2022	By:	/s/ Gene Basov
		Name: Gene Basov
		Title: Principal Financial Officer

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