UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarter Ended September 30, 2023
☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number: 814-01378
BLACKROCK DIRECT LENDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware | 85-3439073 |
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
|
|
2951 28th Street, Suite 1000 |
|
Santa Monica, California | 90405 |
(Address of Principal Executive Offices) | (Zip Code) |
(310) 566-1094
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None |
| Not applicable |
| Not applicable |
(Title of each class) |
| (Trading Symbol(s) ) |
| (Name of each exchange where registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No☒
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 and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller Reporting company | ☐ |
Emerging growth company | ☒ |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a 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 ☒
As of September 30, 2023, there was no established public market for the Registrant's shares of common stock.
The number of the Registrant's shares of common stock outstanding on November 2, 2023 was 22,265,809.
BLACKROCK DIRECT LENDING CORP.
FORM 10-Q
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
TABLE OF CONTENTS
Part I. | Financial Information | |
Item 1. | Financial Statements | |
Statements of Assets and Liabilities as of September 30, 2023 (Unaudited) and December 31, 2022 | 3 | |
4 | ||
5 | ||
6 | ||
Schedules of Investments as of September 30, 2023 (Unaudited) and December 31, 2022 | 7 | |
22 | ||
35 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 |
Item 3. | 48 | |
Item 4. | 48 | |
Part II. | Other Information | |
Item 1. | 49 | |
Item 1A. | 49 | |
Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 50 |
Item 3. | 50 | |
Item 4. | 50 | |
Item 5. | 50 | |
Item 6. | 51 |
2
BlackRock Direct Lending Corp.
Statements of Assets and Liabilities
|
| September 30, 2023 |
|
| December 31, 2022 |
| ||
Assets |
| (Unaudited) |
|
|
|
| ||
Investments, at fair value: |
|
|
|
|
|
| ||
Non-controlled, non-affiliated investments (cost of $258,647,857 and $218,927,364, respectively) |
| $ | 253,455,024 |
|
| $ | 213,433,199 |
|
Total investments (cost of $258,647,857 and $218,927,364, respectively) |
|
| 253,455,024 |
|
|
| 213,433,199 |
|
|
|
|
|
|
| |||
Cash and cash equivalents |
|
| 5,272,785 |
|
|
| 2,856,829 |
|
Interest receivable |
|
| 2,732,936 |
|
|
| 1,856,577 |
|
Deferred debt issuance costs |
|
| 69,192 |
|
|
| 141,719 |
|
Deferred offering costs |
|
| 62,445 |
|
|
| 107,049 |
|
Prepaid expenses and other assets |
|
| 87,596 |
|
|
| 259,214 |
|
Total assets |
|
| 261,679,978 |
|
|
| 218,654,587 |
|
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
| ||
Debt (net of deferred issuance costs of $14,762 and $15,167, respectively) |
|
| 27,595,238 |
|
|
| 37,594,833 |
|
Payable for investments purchased |
|
| 1,011,696 |
|
|
| 272,997 |
|
Incentive fees payable (Note 3) |
|
| 863,801 |
|
|
| — |
|
Interest and debt related payables |
|
| 97,996 |
|
|
| 113,192 |
|
Reimbursements due to the Advisor |
|
| 89,796 |
|
|
| 285,287 |
|
Dividend payable |
|
| — |
|
|
| 4,350,000 |
|
Management fees payable |
|
| — |
|
|
| 445,634 |
|
Accrued expenses and other liabilities |
|
| 483,143 |
|
|
| 483,168 |
|
Total liabilities |
|
| 30,141,670 |
|
|
| 43,545,111 |
|
|
|
|
|
|
| |||
Commitments and contingencies (Note 5) |
|
|
|
|
|
| ||
|
|
|
|
|
| |||
Net assets |
| $ | 231,538,308 |
|
| $ | 175,109,476 |
|
|
|
|
|
|
| |||
Composition of net assets applicable to common stockholders |
|
|
|
|
|
| ||
Common stock, $0.001 par value; 300,000,000 shares authorized, 22,265,809 and 17,459,576 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively |
| $ | 22,266 |
|
| $ | 17,460 |
|
Paid-in capital in excess of par |
|
| 230,419,294 |
|
|
| 180,302,036 |
|
Distributable earnings (loss) |
|
| 1,096,748 |
|
|
| (5,210,020 | ) |
Total net assets |
|
| 231,538,308 |
|
|
| 175,109,476 |
|
Total liabilities and net assets |
| $ | 261,679,978 |
|
| $ | 218,654,587 |
|
|
|
|
|
|
| |||
Net assets per share |
| $ | 10.40 |
|
| $ | 10.03 |
|
See accompanying notes to the financial statements.
3
BlackRock Direct Lending Corp.
Statements of Operations (Unaudited)
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
Investment income |
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Interest income (excluding PIK): |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-controlled, non-affiliated investments |
| $ | 7,814,279 |
|
| $ | 4,521,415 |
|
| $ | 22,366,212 |
|
| $ | 10,135,998 |
|
PIK income: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-controlled, non-affiliated investments |
|
| 562,163 |
|
|
| — |
|
|
| 1,044,504 |
|
|
| 148,344 |
|
Other income: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-controlled, non-affiliated investments |
|
| 10,477 |
|
|
| 109,630 |
|
|
| 47,501 |
|
|
| 154,719 |
|
Total investment income |
|
| 8,386,919 |
|
|
| 4,631,045 |
|
|
| 23,458,217 |
|
|
| 10,439,061 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Incentive fees earned |
|
| 863,801 |
|
|
| — |
|
|
| 3,665,612 |
|
|
| 201,710 |
|
Interest and other debt expenses |
|
| 551,056 |
|
|
| 564,184 |
|
|
| 2,130,139 |
|
|
| 1,236,229 |
|
Management fees |
|
| 538,315 |
|
|
| 358,236 |
|
|
| 1,534,640 |
|
|
| 935,864 |
|
Professional fees |
|
| 188,113 |
|
|
| 94,765 |
|
|
| 312,867 |
|
|
| 293,123 |
|
Administrative expenses |
|
| 71,844 |
|
|
| 84,796 |
|
|
| 224,217 |
|
|
| 286,181 |
|
Director fees |
|
| 31,000 |
|
|
| 40,000 |
|
|
| 94,500 |
|
|
| 121,000 |
|
Custody and transfer agent fees |
|
| 19,207 |
|
|
| 14,609 |
|
|
| 55,590 |
|
|
| 38,128 |
|
Insurance expense |
|
| 10,381 |
|
|
| 6,896 |
|
|
| 23,949 |
|
|
| 20,464 |
|
Incentive fees on capital gains (1) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (165,778 | ) |
Other operating expenses |
|
| 66,594 |
|
|
| 80,628 |
|
|
| 234,644 |
|
|
| 183,510 |
|
Total operating expenses |
|
| 2,340,311 |
|
|
| 1,244,114 |
|
|
| 8,276,158 |
|
|
| 3,150,431 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net investment income before taxes |
|
| 6,046,608 |
|
|
| 3,386,931 |
|
|
| 15,182,059 |
|
|
| 7,288,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Excise tax expense |
|
| — |
|
|
| — |
|
|
| 1,809 |
|
|
| — |
|
Net investment income |
|
| 6,046,608 |
|
|
| 3,386,931 |
|
|
| 15,180,250 |
|
|
| 7,288,630 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Realized and unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net realized gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-controlled, non-affiliated investments |
|
| (34,595 | ) |
|
| — |
|
|
| (39,363 | ) |
|
| 4,041 |
|
Change in net unrealized appreciation (depreciation) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-controlled, non-affiliated investments |
|
| 995,792 |
|
|
| (1,108,735 | ) |
|
| 301,332 |
|
|
| (4,118,114 | ) |
Net realized and unrealized gain (loss) |
|
| 961,197 |
|
|
| (1,108,735 | ) |
|
| 261,969 |
|
|
| (4,114,073 | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net increase (decrease) in net assets from operations |
| $ | 7,007,805 |
|
| $ | 2,278,196 |
|
| $ | 15,442,219 |
|
| $ | 3,174,557 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings per share (2) |
| $ | 0.33 |
|
| $ | 0.18 |
|
| $ | 0.80 |
|
| $ | 0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Basic and diluted weighted average shares outstanding |
|
| 21,008,566 |
|
|
| 13,174,056 |
|
|
| 19,396,499 |
|
|
| 10,894,171 |
|
See accompanying notes to the financial statements.
4
BlackRock Direct Lending Corp.
Statements of Changes in Net Assets (Unaudited)
|
| Common Stock |
|
| Paid in Capital in |
|
| Distributable |
|
| Total |
| ||||||||
| Shares |
|
| Par Amount |
|
| Excess of Par |
|
| Earnings (Loss) |
|
| Net Assets |
| ||||||
Balance at December 31, 2022 |
|
| 17,459,576 |
|
| $ | 17,460 |
|
| $ | 180,302,036 |
|
| $ | (5,210,020 | ) |
| $ | 175,109,476 |
|
Issuance of common stock |
|
| 1,950,275 |
|
|
| 1,950 |
|
|
| 20,064,717 |
|
| — |
|
|
| 20,066,667 |
| |
Offering costs charged to paid-in capital |
| — |
|
| — |
|
|
| (17,841 | ) |
| — |
|
|
| (17,841 | ) | |||
Net investment income |
| — |
|
| — |
|
| — |
|
|
| 5,489,981 |
|
|
| 5,489,981 |
| |||
Net realized and unrealized gain |
| — |
|
| — |
|
| — |
|
|
| (796,746 | ) |
|
| (796,746 | ) | |||
Balance at March 31, 2023 |
|
| 19,409,851 |
|
| $ | 19,410 |
|
| $ | 200,348,912 |
|
| $ | (516,785 | ) |
| $ | 199,851,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Issuance of common stock |
|
| 1,427,979 |
|
|
| 1,428 |
|
|
| 15,048,572 |
|
| — |
|
|
| 15,050,000 |
| |
Offering costs charged to paid-in capital |
| — |
|
| — |
|
|
| (13,381 | ) |
| — |
|
|
| (13,381 | ) | |||
Net investment income |
| — |
|
| — |
|
| — |
|
|
| 3,643,661 |
|
|
| 3,643,661 |
| |||
Net realized and unrealized gain |
| — |
|
| — |
|
| — |
|
|
| 97,518 |
|
|
| 97,518 |
| |||
Dividends paid to common shareholders |
| — |
|
| — |
|
| — |
|
|
| (5,491,790 | ) |
|
| (5,491,790 | ) | |||
Balance at June 30, 2023 |
|
| 20,837,830 |
|
| $ | 20,838 |
|
| $ | 215,384,103 |
|
| $ | (2,267,396 | ) |
| $ | 213,137,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Issuance of common stock |
|
| 1,427,979 |
|
|
| 1,428 |
|
|
| 15,048,572 |
|
| — |
|
|
| 15,050,000 |
| |
Offering costs charged to paid-in capital |
| — |
|
| — |
|
|
| (13,381 | ) |
| — |
|
|
| (13,381 | ) | |||
Net investment income |
| — |
|
| — |
|
| — |
|
|
| 6,046,608 |
|
|
| 6,046,608 |
| |||
Net realized and unrealized gain |
| — |
|
| — |
|
| — |
|
|
| 961,197 |
|
|
| 961,197 |
| |||
Dividends paid to common shareholders |
| — |
|
| — |
|
| — |
|
|
| (3,643,661 | ) |
|
| (3,643,661 | ) | |||
Balance at September 30, 2023 |
|
| 22,265,809 |
|
| $ | 22,266 |
|
| $ | 230,419,294 |
|
| $ | 1,096,748 |
|
| $ | 231,538,308 |
|
|
| Common Stock |
|
| Paid in Capital in |
|
| Distributable |
|
| Total |
| ||||||||
|
| Shares |
|
| Par Amount |
|
| Excess of Par |
|
| Earnings (Loss) |
|
| Net Assets |
| |||||
Balance at December 31, 2021 |
|
| 8,371,979 |
|
| $ | 8,372 |
|
| $ | 85,083,664 |
|
| $ | 1,510,322 |
|
| $ | 86,602,358 |
|
Net investment income |
| — |
|
| — |
|
| — |
|
|
| 1,403,289 |
|
|
| 1,403,289 |
| |||
Net realized and unrealized gain |
| — |
|
| — |
|
| — |
|
|
| (275,229 | ) |
|
| (275,229 | ) | |||
Balance at March 31, 2022 |
|
| 8,371,979 |
|
| $ | 8,372 |
|
| $ | 85,083,664 |
|
| $ | 2,638,382 |
|
| $ | 87,730,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Issuance of common stock |
|
| 3,334,694 |
|
|
| 3,335 |
|
|
| 35,113,332 |
|
|
| — |
|
|
| 35,116,667 |
|
Offering costs charged to paid-in capital |
| — |
|
| — |
|
|
| (35,683 | ) |
| — |
|
|
| (35,683 | ) | |||
Net investment income |
| — |
|
| — |
|
| — |
|
|
| 2,498,410 |
|
|
| 2,498,410 |
| |||
Net realized and unrealized gain |
| — |
|
| — |
|
| — |
|
|
| (2,730,109 | ) |
|
| (2,730,109 | ) | |||
Dividends paid to common shareholders |
| — |
|
| — |
|
| — |
|
|
| (1,401,289 | ) |
|
| (1,401,289 | ) | |||
Balance at June 30, 2022 |
|
| 11,706,673 |
|
| $ | 11,707 |
|
| $ | 120,161,313 |
|
| $ | 1,005,394 |
|
| $ | 121,178,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Issuance of common stock |
|
| 2,872,325 |
|
|
| 2,872 |
|
|
| 30,097,128 |
|
| — |
|
|
| 30,100,000 |
| |
Offering costs charged to paid-in capital |
| — |
|
| — |
|
|
| (26,762 | ) |
| — |
|
|
| (26,762 | ) | |||
Net investment income |
| — |
|
| — |
|
| — |
|
|
| 3,386,931 |
|
|
| 3,386,931 |
| |||
Net realized and unrealized gain |
| — |
|
| — |
|
| — |
|
|
| (1,108,735 | ) |
|
| (1,108,735 | ) | |||
Dividends paid to common shareholders |
| — |
|
| — |
|
| — |
|
|
| (2,500,426 | ) |
|
| (2,500,426 | ) | |||
Balance at September 30, 2022 |
|
| 14,578,998 |
|
| $ | 14,579 |
|
| $ | 150,231,679 |
|
| $ | 783,164 |
|
| $ | 151,029,422 |
|
See accompanying notes to the financial statements.
5
BlackRock Direct Lending Corp.
Statements of Cash Flows (Unaudited)
|
| Nine Months Ended September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Operating activities |
|
|
|
|
|
| ||
Net increase (decrease) in net assets resulting from operations |
| $ | 15,442,219 |
|
| $ | 3,174,557 |
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
| ||
Net realized (gain) loss |
|
| 39,363 |
|
|
| (4,041 | ) |
Change in net unrealized (appreciation)/depreciation of investments |
|
| (301,332 | ) |
|
| 4,118,114 |
|
Net amortization of investment discounts and premiums |
|
| (989,279 | ) |
|
| (699,025 | ) |
Amortization of deferred debt issuance costs |
|
| 172,932 |
|
|
| 232,076 |
|
Interest and dividend income paid in kind |
|
| (1,044,504 | ) |
|
| (148,344 | ) |
Changes in assets and liabilities: |
|
|
|
|
|
| ||
Purchases of investments |
|
| (53,380,550 | ) |
|
| (90,895,904 | ) |
Proceeds from disposition of investments |
|
| 15,654,479 |
|
|
| 9,475,597 |
|
Decrease (increase) in interest receivable |
|
| (876,359 | ) |
|
| (410,306 | ) |
Decrease (increase) in prepaid expenses and other assets |
|
| 171,618 |
|
|
| (91,075 | ) |
Increase (decrease) in management fees payable |
|
| (445,634 | ) |
|
| 358,236 |
|
Increase (decrease) in reimbursements due to the Advisor |
|
| (195,491 | ) |
|
| 127,601 |
|
Increase (decrease) in interest and debt related payables |
|
| (15,196 | ) |
|
| 69,835 |
|
Increase (decrease) in incentive fees payable |
|
| 863,801 |
|
|
| (304,622 | ) |
Increase (decrease) in accrued capital gains incentive fees |
|
| — |
|
|
| (165,778 | ) |
Increase (decrease) in payable for investments purchased |
|
| 738,699 |
|
|
| (10,366,640 | ) |
Increase (decrease) in accrued expenses and other liabilities |
|
| (25 | ) |
|
| 134,552 |
|
Net cash provided by (used in) operating activities |
|
| (24,165,259 | ) |
|
| (85,395,167 | ) |
|
|
|
|
|
| |||
Financing activities |
|
|
|
|
|
| ||
Draws on credit facilities |
|
| 39,500,000 |
|
|
| 90,000,000 |
|
Repayments on credit facilities |
|
| (49,500,000 | ) |
|
| (62,000,000 | ) |
Proceeds from shares of common stock sold |
|
| 50,166,667 |
|
|
| 65,216,667 |
|
Payments of debt issuance costs |
|
| (100,000 | ) |
|
| — |
|
Dividends paid in cash to stockholders |
|
| (13,485,452 | ) |
|
| (3,901,715 | ) |
Net cash provided by (used in) financing activities |
|
| 26,581,215 |
|
|
| 89,314,952 |
|
|
|
|
|
|
| |||
Net increase (decrease) in cash and cash equivalents (including restricted cash) |
|
| 2,415,956 |
|
|
| 3,919,785 |
|
Cash and cash equivalents (including restricted cash) at beginning of period |
|
| 2,856,829 |
|
|
| 1,957,486 |
|
Cash and cash equivalents (including restricted cash) at end of period |
| $ | 5,272,785 |
|
| $ | 5,877,271 |
|
|
|
|
|
|
| |||
Supplemental cash flow information |
|
|
|
|
|
| ||
Interest payments |
| $ | 1,913,891 |
|
| $ | 934,318 |
|
Excise tax payments |
| $ | 1,809 |
|
|
| — |
|
See accompanying notes to the financial statements.
6
BlackRock Direct Lending Corp.
Schedule of Investments (Unaudited)
September 30, 2023
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
ALCV Purchaser, Inc. (AutoLenders) |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 12.18 | % |
| 4/15/2026 |
| $ | 840,124 |
|
| $ | 832,394 |
|
| $ | 818,280 |
|
|
| 0.32 | % |
| F |
ALCV Purchaser, Inc. (AutoLenders) |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 12.18 | % |
| 4/15/2026 |
| $ | 92,635 |
|
|
| 91,931 |
|
|
| 90,227 |
|
|
| 0.03 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 924,325 |
|
|
| 908,507 |
|
|
| 0.35 | % |
|
| |||||
Beverages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
JP Intermediate B, LLC (Juice Plus) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.76 | % |
|
| 11.13 | % |
| 11/20/2025 |
| $ | 1,654,446 |
|
|
| 1,574,937 |
|
|
| 1,202,782 |
|
|
| 0.46 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Porcelain Acquisition Corporation (Paramount) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 11.49 | % |
| 4/30/2027 |
| $ | 859,400 |
|
|
| 848,035 |
|
|
| 826,742 |
|
|
| 0.32 | % |
| F |
Porcelain Acquisition Corporation (Paramount) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 11.49 | % |
| 4/30/2027 |
| $ | 130,065 |
|
|
| 128,407 |
|
|
| 125,122 |
|
|
| 0.05 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 976,442 |
|
|
| 951,864 |
|
|
| 0.37 | % |
|
| |||||
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Thermostat Purchaser III, Inc. (Reedy Industries) |
| Second Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.25 | % |
|
| 12.82 | % |
| 8/31/2029 |
| $ | 1,076,305 |
|
|
| 1,063,208 |
|
|
| 1,021,414 |
|
|
| 0.39 | % |
| F |
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.38 | % |
| 8/23/2028 |
| $ | 1,620,913 |
|
|
| 1,587,121 |
|
|
| 1,594,816 |
|
|
| 0.62 | % |
| F |
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.39 | % |
| 8/23/2028 |
| $ | 887,070 |
|
|
| 862,889 |
|
|
| 868,980 |
|
|
| 0.34 | % |
| F |
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) |
| Sr Secured Revolver |
| PRIME |
|
| 0.75 | % |
|
| 5.00 | % |
|
| 13.50 | % |
| 8/23/2027 |
| $ | 88,451 |
|
|
| 83,114 |
|
|
| 84,232 |
|
|
| 0.03 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,596,332 |
|
|
| 3,569,442 |
|
|
| 1.38 | % |
|
| |||||
Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
LJ Avalon Holdings, LLC (Ardurra) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.77 | % |
| 2/1/2030 |
| $ | 757,914 |
|
|
| 736,946 |
|
|
| 745,787 |
|
|
| 0.29 | % |
| F |
LJ Avalon Holdings, LLC (Ardurra) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.79 | % |
| 2/1/2030 |
| $ | 43,748 |
|
|
| 35,333 |
|
|
| 38,807 |
|
|
| 0.01 | % |
| F |
LJ Avalon Holdings, LLC (Ardurra) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.77 | % |
| 2/1/2029 |
| $ | - |
|
|
| (3,304 | ) |
|
| (1,976 | ) |
|
| 0.00 | % |
| E/F |
CSG Buyer, Inc. (Core States) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.65 | % |
| 3/31/2028 |
| $ | 1,290,497 |
|
|
| 1,264,686 |
|
|
| 1,236,296 |
|
|
| 0.48 | % |
| F |
CSG Buyer, Inc. (Core States) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.65 | % |
| 3/31/2028 |
| $ | - |
|
|
| (8,521 | ) |
|
| (17,895 | ) |
|
| (0.01 | )% |
| E/F |
CSG Buyer, Inc. (Core States) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.65 | % |
| 3/31/2028 |
| $ | - |
|
|
| (4,261 | ) |
|
| (8,947 | ) |
|
| 0.00 | % |
| E/F |
Geo Parent Corporation |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.00 | % |
|
| 5.25 | % |
|
| 10.80 | % |
| 12/29/2025 |
| $ | 322,142 |
|
|
| 316,944 |
|
|
| 316,504 |
|
|
| 0.12 | % |
| F |
Homerenew Buyer, Inc. (Project Dream) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 12.02 | % |
| 11/23/2027 |
| $ | 1,403,291 |
|
|
| 1,377,481 |
|
|
| 1,358,386 |
|
|
| 0.53 | % |
| F |
Homerenew Buyer, Inc. (Project Dream) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 12.02 | % |
| 11/23/2027 |
| $ | 1,964,271 |
|
|
| 1,930,163 |
|
|
| 1,901,414 |
|
|
| 0.73 | % |
| F |
Homerenew Buyer, Inc. (Project Dream) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 12.01 | % |
| 11/23/2027 |
| $ | 382,144 |
|
|
| 373,939 |
|
|
| 366,858 |
|
|
| 0.14 | % |
| F |
Vortex Finance Sub, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.32 | % |
| 8/31/2029 |
| $ | 191,072 |
|
|
| 179,255 |
|
|
| 179,099 |
|
|
| 0.07 | % |
| F |
Vortex Finance Sub, LLC |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.33 | % |
| 8/31/2029 |
| $ | 23,722 |
|
|
| 19,425 |
|
|
| 19,368 |
|
|
| 0.01 | % |
| F |
Vortex Finance Sub, LLC |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.32 | % |
| 8/31/2029 |
| $ | 822,334 |
|
|
| 804,102 |
|
|
| 803,831 |
|
|
| 0.31 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7,022,188 |
|
|
| 6,937,532 |
|
|
| 2.68 | % |
|
| |||||
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Money Transfer Acquisition Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 8.25 | % |
|
| 13.67 | % |
| 12/14/2027 |
| $ | 1,010,697 |
|
|
| 992,404 |
|
|
| 992,505 |
|
|
| 0.38 | % |
| F |
Freedom Financial Network Funding, LLC |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 9.00 | % |
|
| 14.54 | % |
| 9/21/2027 |
| $ | 2,983,631 |
|
|
| 2,919,111 |
|
|
| 2,879,204 |
|
|
| 1.12 | % |
| F |
Freedom Financial Network Funding, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 9.00 | % |
|
| 14.20 | % |
| 9/21/2027 |
| $ | 994,544 |
|
|
| 973,849 |
|
|
| 959,735 |
|
|
| 0.37 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,885,364 |
|
|
| 4,831,444 |
|
|
| 1.87 | % |
|
| |||||
Construction Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
AHF Parent Holding, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.51 | % |
|
| 11.90 | % |
| 2/1/2028 |
| $ | 3,364,050 |
|
|
| 3,252,383 |
|
|
| 3,268,730 |
|
|
| 1.26 | % |
| D |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Containers & Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
BW Holding, Inc. (Brook & Whittle) |
| Second Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.50 | % |
|
| 13.07 | % |
| 12/14/2029 |
| $ | 1,653,888 |
|
|
| 1,622,031 |
|
|
| 1,470,307 |
|
|
| 0.57 | % |
| F |
BW Holding, Inc. (Brook & Whittle) |
| Second Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.50 | % |
|
| 13.07 | % |
| 12/14/2029 |
| $ | 153,411 |
|
|
| 152,035 |
|
|
| 136,382 |
|
|
| 0.05 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,774,066 |
|
|
| 1,606,689 |
|
|
| 0.62 | % |
|
| |||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Colony Display, LLC |
| First Lien Term Loan (15% Exit Fee) |
| SOFR(Q) |
|
| 1.00 | % |
| 6.50% Cash + 3.00% PIK |
|
|
| 15.15 | % |
| 6/30/2026 |
| $ | 970,146 |
|
|
| 958,777 |
|
|
| 884,773 |
|
|
| 0.34 | % |
| F |
BlackRock Direct Lending Corp.
Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Razor Group GmbH (Germany) |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 2.00 | % |
| 5.00% Cash + 5.00% PIK |
|
|
| 15.47 | % |
| 4/30/2025 |
| $ | 4,150,811 |
|
| $ | 4,166,800 |
|
| $ | 4,005,532 |
|
|
| 1.54 | % |
| B/F | |
Razor Group GmbH (Germany) |
| First Lien Sr Secured Convertible Term Loan |
| Fixed |
|
| - |
|
| 3.50% Cash + 3.50% PIK |
|
|
| 7.00 | % |
| 4/30/2025 |
| $ | 571,857 |
|
|
| 571,857 |
|
|
| 574,144 |
|
|
| 0.22 | % |
| B/F | |
SellerX Germany GmbH & Co. KG (Germany) |
| First Lien A1 Term Loan |
| SOFR(Q) |
|
| 2.00 | % |
| 4.50% Cash + 4.50% PIK |
|
|
| 14.39 | % |
| 5/23/2026 |
| $ | 1,072,432 |
|
|
| 1,059,395 |
|
|
| 1,072,432 |
|
|
| 0.41 | % |
| B/F | |
SellerX Germany GmbH & Co. KG (Germany) |
| First Lien A2 Term Loan |
| SOFR(Q) |
|
| 2.00 | % |
| 4.50% Cash + 4.50% PIK |
|
|
| 14.39 | % |
| 5/23/2026 |
| $ | 3,098,226 |
|
|
| 3,056,662 |
|
|
| 3,098,226 |
|
|
| 1.20 | % |
| B/F | |
SellerX Germany GmbH & Co. KG (Germany) |
| First Lien B Delayed Draw Term Loan |
| SOFR(Q) |
|
| 2.00 | % |
| 4.50% Cash + 4.50% PIK |
|
|
| 14.39 | % | �� | 5/23/2026 |
| $ | - |
|
|
| - |
|
|
| - |
|
|
| 0.00 | % |
| B/F | |
Fusion Holding Corp. (Finalsite) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.72 | % |
| 9/15/2027 |
| $ | - |
|
|
| (6,083 | ) |
|
| (4,977 | ) |
|
| 0.00 | % |
| E/F |
Fusion Holding Corp. (Finalsite) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.72 | % |
| 9/14/2029 |
| $ | 4,144,453 |
|
|
| 4,063,530 |
|
|
| 4,083,530 |
|
|
| 1.58 | % |
| F |
Whele, LLC (PerchHQ) |
| First Lien Incremental Term Loan |
| SOFR(M) |
|
| 1.00 | % |
| 11.50% PIK |
|
|
| 16.95 | % |
| 10/15/2025 |
| $ | 2,687,893 |
|
|
| 2,697,476 |
|
|
| 2,058,926 |
|
|
| 0.80 | % |
| F/J | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15,609,637 |
|
|
| 14,887,813 |
|
|
| 5.75 | % |
|
| |||||
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
2-10 Holdco, Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.42 | % |
| 3/26/2026 |
| $ | 2,576,194 |
|
|
| 2,559,004 |
|
|
| 2,523,897 |
|
|
| 0.98 | % |
| F |
2-10 Holdco, Inc. |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.42 | % |
| 3/26/2026 |
| $ | - |
|
|
| - |
|
|
| (1,936 | ) |
|
| 0.00 | % |
| E/F |
Accordion Partners LLC |
| First Lien Delayed Draw Term Loan B |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.62 | % |
| 8/29/2029 |
| $ | 417,838 |
|
|
| 409,544 |
|
|
| 421,181 |
|
|
| 0.16 | % |
| F |
Accordion Partners LLC |
| First Lien Delayed Draw Term Loan A |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.89 | % |
| 8/29/2029 |
| $ | 268,218 |
|
|
| 262,937 |
|
|
| 270,901 |
|
|
| 0.10 | % |
| F |
Accordion Partners LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.64 | % |
| 8/31/2028 |
| $ | - |
|
|
| (5,608 | ) |
|
| - |
|
|
| 0.00 | % |
| E/F |
Accordion Partners LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.89 | % |
| 8/29/2029 |
| $ | - |
|
|
| (16,906 | ) |
|
| 6,012 |
|
|
| 0.00 | % |
| E/F |
Accordion Partners LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.91 | % |
| 8/29/2029 |
| $ | 442,261 |
|
|
| 429,360 |
|
|
| 446,683 |
|
|
| 0.17 | % |
| F |
Accordion Partners LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.64 | % |
| 8/29/2029 |
| $ | 3,383,869 |
|
|
| 3,317,606 |
|
|
| 3,410,940 |
|
|
| 1.33 | % |
| F |
Apex Group Treasury LLC |
| Second Lien Incremental Term Loan |
| SOFR(Q) |
|
| 0.50 | % |
|
| 7.01 | % |
|
| 12.39 | % |
| 7/27/2029 |
| $ | 3,011,100 |
|
|
| 2,970,091 |
|
|
| 2,980,086 |
|
|
| 1.15 | % |
| C/F |
Foreside Financial Group, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.40 | % |
|
| 10.81 | % |
| 9/30/2027 |
| $ | 43,061 |
|
|
| 41,111 |
|
|
| 41,275 |
|
|
| 0.02 | % |
| F |
Foreside Financial Group, LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.40 | % |
|
| 10.79 | % |
| 9/30/2027 |
| $ | 9,952 |
|
|
| 9,375 |
|
|
| 9,416 |
|
|
| 0.00 | % |
| F |
Foreside Financial Group, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.40 | % |
|
| 10.82 | % |
| 9/30/2027 |
| $ | 579,147 |
|
|
| 569,708 |
|
|
| 571,039 |
|
|
| 0.22 | % |
| F |
GC Champion Acquisition LLC (Numerix) |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 11.28 | % |
| 8/21/2028 |
| $ | 788,388 |
|
|
| 775,035 |
|
|
| 772,699 |
|
|
| 0.30 | % |
| F |
GC Champion Acquisition LLC (Numerix) |
| First Lien Incremental Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.87 | % |
| 8/19/2028 |
| $ | 3,728,262 |
|
|
| 3,653,826 |
|
|
| 3,662,347 |
|
|
| 1.42 | % |
| F |
Wharf Street Rating Acquisition LLC (KBRA) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.52 | % |
| 12/10/2027 |
| $ | - |
|
|
| (3,724 | ) |
|
| (7,731 | ) |
|
| 0.00 | % |
| E/F |
Wharf Street Rating Acquisition LLC (KBRA) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.52 | % |
| 12/10/2027 |
| $ | 2,610,358 |
|
|
| 2,573,028 |
|
|
| 2,534,397 |
|
|
| 0.98 | % |
| F |
GC Waves Holdings, Inc. (Mercer) |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.10 | % |
|
| 11.42 | % |
| 8/11/2028 |
| $ | 25,452 |
|
|
| 25,145 |
|
|
| 25,258 |
|
|
| 0.01 | % |
| F |
GC Waves Holdings, Inc. (Mercer) |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.10 | % |
|
| 11.42 | % |
| 8/11/2028 |
| $ | 1,200,033 |
|
|
| 1,188,722 |
|
|
| 1,192,832 |
|
|
| 0.46 | % |
| F |
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) |
| Second Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 8.61 | % |
|
| 13.93 | % |
| 7/5/2026 |
| $ | 4,030,637 |
|
|
| 3,964,013 |
|
|
| 3,950,024 |
|
|
| 1.52 | % |
| F |
Wealth Enhancement Group, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.25 | % |
|
| 10.77 | % |
| 10/4/2027 |
| $ | 2,054,910 |
|
|
| 2,043,115 |
|
|
| 2,017,103 |
|
|
| 0.78 | % |
| F |
Wealth Enhancement Group, LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.25 | % |
|
| 11.26 | % |
| 10/4/2027 |
| $ | - |
|
|
| (619 | ) |
|
| (2,146 | ) |
|
| 0.00 | % |
| E/F |
Worldremit Group Limited (United Kingdom) |
| First Lien Incremental Term Loan (3.0% Exit Fee) |
| SOFR(M) |
|
| 1.00 | % |
|
| 9.25 | % |
|
| 14.68 | % |
| 2/11/2025 |
| $ | 4,000,000 |
|
|
| 3,966,932 |
|
|
| 3,892,000 |
|
|
| 1.50 | % |
| B/F/I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 28,731,695 |
|
|
| 28,716,277 |
|
|
| 11.10 | % |
|
| |||||
Health Care Equipment & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Touchstone Acquisition, Inc. (Team Technologies) |
| First Lien Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.42 | % |
| 12/29/2028 |
| $ | 1,779,560 |
|
|
| 1,748,878 |
|
|
| 1,731,690 |
|
|
| 0.67 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
BlackRock Direct Lending Corp.
Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
CBI-Gator Acquisition, LLC |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.34 | % |
| 10/25/2027 |
| $ | 1,760,917 |
|
| $ | 1,735,637 |
|
| $ | 1,634,131 |
|
|
| 0.63 | % |
| F |
CBI-Gator Acquisition, LLC |
| Sr Secured Revolver |
| SOFR(S) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.47 | % |
| 10/25/2027 |
| $ | 156,751 |
|
|
| 154,507 |
|
|
| 145,465 |
|
|
| 0.06 | % |
| F |
Opco Borrower, LLC (Giving Home Health Care) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.99 | % |
| 8/19/2027 |
| $ | - |
|
|
| (1,824 | ) |
|
| - |
|
|
| 0.00 | % |
| E/F |
Opco Borrower, LLC (Giving Home Health Care) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.99 | % |
| 8/19/2027 |
| $ | 2,418,354 |
|
|
| 2,398,833 |
|
|
| 2,434,073 |
|
|
| 0.94 | % |
| F |
INH Buyer, Inc. (IMS Health) |
| First Lien Term Loan (1.5% Exit Fee) |
| SOFR(Q) |
|
| 1.00 | % |
| 3.50% Cash + 3.50% PIK |
|
|
| 12.49 | % |
| 6/28/2028 |
| $ | 3,673,315 |
|
|
| 3,617,045 |
|
|
| 3,034,158 |
|
|
| 1.16 | % |
| F/I | |
PHC Buyer, LLC (Patriot Home Care) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.50 | % |
| 5/4/2028 |
| $ | 1,496,853 |
|
|
| 1,472,871 |
|
|
| 1,467,665 |
|
|
| 0.57 | % |
| F |
PHC Buyer, LLC (Patriot Home Care) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.50 | % |
| 5/4/2028 |
| $ | - |
|
|
| (8,860 | ) |
|
| (11,260 | ) |
|
| — |
|
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9,368,209 |
|
|
| 8,704,232 |
|
|
| 3.36 | % |
|
| |||||
Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Appriss Health, LLC (PatientPing) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 12.23 | % |
| 5/6/2027 |
| $ | 1,132,726 |
|
|
| 1,118,513 |
|
|
| 1,108,938 |
|
|
| 0.43 | % |
| F |
Appriss Health, LLC (PatientPing) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 12.23 | % |
| 5/6/2027 |
| $ | - |
|
|
| (916 | ) |
|
| (1,598 | ) |
|
| 0.00 | % |
| E/F |
ESO Solutions, Inc. |
| First Lien Incremental Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.40 | % |
| 5/3/2027 |
| $ | 3,325,794 |
|
|
| 3,278,522 |
|
|
| 3,216,043 |
|
|
| 1.25 | % |
| F |
ESO Solutions, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.33 | % |
| 5/3/2027 |
| $ | 146,737 |
|
|
| 143,733 |
|
|
| 138,666 |
|
|
| 0.05 | % |
| F |
Gainwell Acquisition Corp. |
| Second Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 8.00 | % |
|
| 13.37 | % |
| 10/2/2028 |
| $ | 800,332 |
|
|
| 797,354 |
|
|
| 783,525 |
|
|
| 0.30 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,337,206 |
|
|
| 5,245,574 |
|
|
| 2.03 | % |
|
| |||||
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Showtime Acquisition, L.L.C. (World Choice) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 12.97 | % |
| 8/7/2028 |
| $ | 2,663,136 |
|
|
| 2,589,996 |
|
|
| 2,614,401 |
|
|
| 1.01 | % |
| F |
Showtime Acquisition, L.L.C. (World Choice) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 12.97 | % |
| 8/7/2028 |
| $ | - |
|
|
| (4,051 | ) |
|
| (2,792 | ) |
|
| 0.00 | % |
| E/F |
Showtime Acquisition, L.L.C. (World Choice) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 12.97 | % |
| 8/7/2028 |
| $ | - |
|
|
| (5,058 | ) |
|
| (3,490 | ) |
|
| — |
|
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,580,887 |
|
|
| 2,608,119 |
|
|
| 1.01 | % |
|
| |||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Alera Group, Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.60 | % |
|
| 11.92 | % |
| 10/2/2028 |
| $ | 528,801 |
|
|
| 519,901 |
|
|
| 528,801 |
|
|
| 0.20 | % |
| F |
Alera Group, Inc. |
| First Lien Incremental Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.60 | % |
|
| 11.92 | % |
| 10/2/2028 |
| $ | 331,288 |
|
|
| 325,620 |
|
|
| 331,288 |
|
|
| 0.13 | % |
| F |
AmeriLife Holdings, LLC |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 11.08 | % |
| 8/31/2029 |
| $ | 2,173,467 |
|
|
| 2,135,210 |
|
|
| 2,151,732 |
|
|
| 0.83 | % |
| F |
AmeriLife Holdings, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.62 | % |
| 8/31/2029 |
| $ | 362,244 |
|
|
| 352,729 |
|
|
| 356,797 |
|
|
| 0.14 | % |
| F |
AmeriLife Holdings, LLC |
| Sr Secured Revolver |
| SOFR(S) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.99 | % |
| 8/31/2028 |
| $ | 45,623 |
|
|
| 41,105 |
|
|
| 42,885 |
|
|
| 0.02 | % |
| F |
Integrity Marketing Acquisition, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.92 | % |
| 8/27/2026 |
| $ | 2,859,222 |
|
|
| 2,817,790 |
|
|
| 2,859,222 |
|
|
| 1.11 | % |
| F |
Integrity Marketing Acquisition, LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.08 | % |
| 8/31/2030 |
| $ | - |
|
|
| (163,716 | ) |
|
| - |
|
|
| — |
|
| E/F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.11 | % |
|
| 11.43 | % |
| 11/1/2028 |
| $ | 2,108,922 |
|
|
| 2,085,543 |
|
|
| 2,087,831 |
|
|
| 0.81 | % |
| F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Delayed Draw Term Loan D |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.82 | % |
| 7/19/2030 |
| $ | - |
|
|
| (3,082 | ) |
|
| 950 |
|
|
| 0.00 | % |
| E/F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.82 | % |
| 7/19/2030 |
| $ | 158,340 |
|
|
| 155,177 |
|
|
| 159,290 |
|
|
| 0.06 | % |
| F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.43 | % |
| 11/1/2028 |
| $ | 899,605 |
|
|
| 888,730 |
|
|
| 890,609 |
|
|
| 0.34 | % |
| F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.11 | % |
|
| 11.43 | % |
| 11/1/2027 |
| $ | 585,812 |
|
|
| 579,705 |
|
|
| 579,953 |
|
|
| 0.22 | % |
| F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.43 | % |
| 11/1/2028 |
| $ | 359,502 |
|
|
| 355,158 |
|
|
| 355,907 |
|
|
| 0.14 | % |
| F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.11 | % |
|
| 11.43 | % |
| 11/1/2027 |
| $ | - |
|
|
| (1,017 | ) |
|
| (994 | ) |
|
| 0.00 | % |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10,088,853 |
|
|
| 10,344,271 |
|
|
| 4.00 | % |
|
|
9
BlackRock Direct Lending Corp.
Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Internet Software & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Anaconda, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 12.91 | % |
| 8/22/2027 |
| $ | 1,856,341 |
|
| $ | 1,839,271 |
|
| $ | 1,822,927 |
|
|
| 0.70 | % |
| F |
Astra Acquisition Corp. (Anthology) |
| Second Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 8.88 | % |
|
| 14.53 | % |
| 10/25/2029 |
| $ | 2,853,861 |
|
|
| 2,807,322 |
|
|
| 2,037,657 |
|
|
| 0.79 | % |
|
|
Civic Plus, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 4.15% Cash + 2.50% PIK |
|
|
| 12.07 | % |
| 8/25/2027 |
| $ | 975,140 |
|
|
| 960,495 |
|
|
| 968,607 |
|
|
| 0.37 | % |
| F | |
Civic Plus, LLC |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.10 | % |
|
| 11.42 | % |
| 8/25/2027 |
| $ | 7,364 |
|
|
| 6,072 |
|
|
| 6,747 |
|
|
| 0.00 | % |
| F |
Civic Plus, LLC |
| First Lien Delay Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 4.25% Cash + 2.50% PIK |
|
|
| 12.07 | % |
| 8/25/2027 |
| $ | 247,676 |
|
|
| 244,251 |
|
|
| 246,016 |
|
|
| 0.10 | % |
| F | |
e-Discovery Acquireco, LLC (Reveal) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.90 | % |
| 8/29/2029 |
| $ | - |
|
|
| (9,270 | ) |
|
| (9,410 | ) |
|
| 0.00 | % |
| E/F |
e-Discovery Acquireco, LLC (Reveal) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.90 | % |
| 8/29/2029 |
| $ | 4,140,263 |
|
|
| 4,037,487 |
|
|
| 4,036,756 |
|
|
| 1.56 | % |
| F |
Gympass US, LLC |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
| 4.00% Cash + 4.00% PIK |
|
|
| 13.45 | % |
| 7/8/2027 |
| $ | 790,136 |
|
|
| 784,126 |
|
|
| 786,185 |
|
|
| 0.30 | % |
| F | |
InMoment, Inc. |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.75 | % |
| 5.00% Cash + 2.50% PIK |
|
|
| 12.34 | % |
| 6/8/2028 |
| $ | 4,636,988 |
|
|
| 4,561,170 |
|
|
| 4,500,661 |
|
|
| 1.74 | % |
| F | |
Magenta Buyer, LLC (McAfee) |
| Second Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 8.25 | % |
|
| 13.88 | % |
| 7/27/2029 |
| $ | 3,000,000 |
|
|
| 2,965,093 |
|
|
| 1,447,500 |
|
|
| 0.56 | % |
|
|
Magenta Buyer, LLC (McAfee) |
| First Lien Incremental Term Loan |
| Fixed |
|
| - |
|
|
| 12.00 | % |
|
| 12.00 | % |
| 7/27/2028 |
| $ | 591,275 |
|
|
| 541,298 |
|
|
| 481,889 |
|
|
| 0.19 | % |
|
|
Oranje Holdco, Inc. (KnowBe4) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.75 | % |
|
| 13.12 | % |
| 2/1/2029 |
| $ | 1,450,838 |
|
|
| 1,417,921 |
|
|
| 1,449,387 |
|
|
| 0.56 | % |
| F |
Oranje Holdco, Inc. (KnowBe4) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.75 | % |
|
| 13.12 | % |
| 2/1/2029 |
| $ | - |
|
|
| (4,041 | ) |
|
| (181 | ) |
|
| 0.00 | % |
| E/F |
Pluralsight, Inc. |
| First Lien Incremental Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 8.00 | % |
|
| 13.45 | % |
| 4/6/2027 |
| $ | 1,020,610 |
|
|
| 1,006,602 |
|
|
| 984,889 |
|
|
| 0.38 | % |
| F |
Sailpoint Technologies Holdings, Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.58 | % |
| 8/16/2029 |
| $ | 1,632,483 |
|
|
| 1,603,845 |
|
|
| 1,631,503 |
|
|
| 0.63 | % |
| F |
Sailpoint Technologies Holdings, Inc. |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.58 | % |
| 8/16/2028 |
| $ | - |
|
|
| (2,157 | ) |
|
| (305 | ) |
|
| 0.00 | % |
| E/F |
Suited Connector, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
| 6.00% Cash + 2.00% PIK |
|
|
| 13.31 | % |
| 12/1/2027 |
| $ | 1,356,794 |
|
|
| 1,335,514 |
|
|
| 900,911 |
|
|
| 0.35 | % |
| F | |
Suited Connector, LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
| 6.00% Cash + 2.00% PIK |
|
|
| 13.36 | % |
| 12/1/2027 |
| $ | 223,740 |
|
|
| 220,455 |
|
|
| 148,564 |
|
|
| 0.06 | % |
| F | |
Tahoe Finco, LLC (Talend) |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.10 | % |
|
| 11.42 | % |
| 10/1/2028 |
| $ | 4,481,637 |
|
|
| 4,412,823 |
|
|
| 4,273,689 |
|
|
| 1.65 | % |
| F |
Tahoe Finco, LLC (Talend) |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.10 | % |
|
| 11.42 | % |
| 10/1/2027 |
| $ | - |
|
|
| (4,815 | ) |
|
| (13,210 | ) |
|
| (0.01 | )% |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 28,723,462 |
|
|
| 25,700,782 |
|
|
| 9.93 | % |
|
| |||||
Internet & Catalog Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
CommerceHub, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.77 | % |
| 12/29/2027 |
| $ | 2,571,074 |
|
|
| 2,415,952 |
|
|
| 2,396,241 |
|
|
| 0.93 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Avalara, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.25 | % |
|
| 12.64 | % |
| 10/19/2028 |
| $ | 4,548,580 |
|
| $ | 4,450,285 |
|
| $ | 4,607,711 |
|
|
| 1.78 | % |
| F |
Avalara, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.25 | % |
|
| 12.64 | % |
| 10/19/2028 |
| $ | - |
|
|
| (9,593 | ) |
|
| - |
|
|
| — |
|
| E/F |
Ensono, Inc. |
| Second Lien Term Loan B |
| SOFR(M) |
|
| 0.00 | % |
|
| 8.00 | % |
|
| 13.43 | % |
| 5/28/2029 |
| $ | 3,000,000 |
|
|
| 2,978,630 |
|
|
| 2,844,000 |
|
|
| 1.10 | % |
| F |
Serrano Parent, LLC (Sumo Logic) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.87 | % |
| 5/13/2030 |
| $ | - |
|
|
| (9,199 | ) |
|
| (3,108 | ) |
|
| 0.00 | % |
| E/F |
Serrano Parent, LLC (Sumo Logic) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.87 | % |
| 5/13/2030 |
| $ | 3,885,090 |
|
|
| 3,789,067 |
|
|
| 3,854,009 |
|
|
| 1.49 | % |
| F |
Madison Logic Holdings, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.39 | % |
| 12/29/2028 |
| $ | 2,177,905 |
|
|
| 2,116,572 |
|
|
| 2,132,169 |
|
|
| 0.82 | % |
| F |
Madison Logic Holdings, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.39 | % |
| 12/30/2027 |
| $ | - |
|
|
| (4,012 | ) |
|
| (3,299 | ) |
|
| 0.00 | % |
| E/F |
Idera, Inc. |
| Second Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.75 | % |
|
| 12.27 | % |
| 2/4/2029 |
| $ | 1,137,871 |
|
|
| 1,132,075 |
|
|
| 1,080,978 |
|
|
| 0.42 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 14,443,825 |
|
|
| 14,512,460 |
|
|
| 5.61 | % |
|
| |||||
Leisure Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Peloton Interactive, Inc. |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.50 | % |
|
| 7.00 | % |
|
| 12.26 | % |
| 5/25/2027 |
| $ | 1,040,711 |
|
|
| 1,010,710 |
|
|
| 1,044,354 |
|
|
| 0.40 | % |
| D |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Life Sciences Tools & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Alcami Corporation |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.42 | % |
| 12/21/2028 |
| $ | 955,198 |
|
|
| 924,550 |
|
|
| 964,750 |
|
|
| 0.37 | % |
| F |
Alcami Corporation |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.42 | % |
| 12/21/2028 |
| $ | - |
|
|
| (2,463 | ) |
|
| 802 |
|
|
| 0.00 | % |
| E/F |
Alcami Corporation |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.42 | % |
| 12/21/2028 |
| $ | - |
|
|
| (3,926 | ) |
|
| - |
|
|
| 0.00 | % |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 918,161 |
|
|
| 965,552 |
|
|
| 0.37 | % |
|
|
10
BlackRock Direct Lending Corp.
Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Kid Distro Holdings, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.65 | % |
|
| 11.04 | % |
| 10/1/2027 |
| $ | 1,485,065 |
|
| $ | 1,456,275 |
|
| $ | 1,419,411 |
|
|
| 0.55 | % |
| F |
Kid Distro Holdings, LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.65 | % |
|
| 11.04 | % |
| 10/1/2027 |
| $ | - |
|
|
| (998 | ) |
|
| (4,523 | ) |
|
| 0.00 | % |
| E/F |
NEP Group, Inc. et al |
| First Lien Term Loan |
| SOFR(M) |
|
| - |
|
|
| 3.25 | % |
|
| 8.68 | % |
| 10/20/2025 |
| $ | 292,802 |
|
|
| 271,689 |
|
|
| 283,973 |
|
|
| 0.11 | % |
|
|
NEP Group, Inc. et al |
| Second Lien Term Loan |
| SOFR(M) |
|
| - |
|
|
| 7.00 | % |
|
| 12.43 | % |
| 10/19/2026 |
| $ | 130,856 |
|
|
| 124,522 |
|
|
| 104,576 |
|
|
| 0.04 | % |
|
|
Streamland Media Midco LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
| 7.01% Cash + 1.75% PIK |
|
|
| 14.13 | % |
| 12/31/2024 |
| $ | 3,398,943 |
|
|
| 3,360,002 |
|
|
| 3,273,182 |
|
|
| 1.26 | % |
| F | |
Terraboost Media Operating Company, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 12.04 | % |
| 8/23/2026 |
| $ | 1,432,373 |
|
|
| 1,413,372 |
|
|
| 1,300,595 |
|
|
| 0.50 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6,624,862 |
|
|
| 6,377,214 |
|
|
| 2.46 | % |
|
| |||||
Paper & Forest Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Alpine Acquisition Corp II (48Forty) |
| First Lien Incremental Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.10 | % |
|
| 11.43 | % |
| 11/30/2026 |
| $ | 232,843 |
|
|
| 225,417 |
|
|
| 225,858 |
|
|
| 0.09 | % |
| F |
Alpine Acquisition Corp II (48Forty) |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 11.69 | % |
| 11/30/2026 |
| $ | 106,411 |
|
|
| 100,980 |
|
|
| 98,430 |
|
|
| 0.04 | % |
| F |
Alpine Acquisition Corp II (48Forty) |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 11.43 | % |
| 11/30/2026 |
| $ | 3,965,498 |
|
|
| 3,898,183 |
|
|
| 3,846,533 |
|
|
| 1.48 | % |
| F |
FSK Pallet Holding Corp. (Kamps) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.25 | % |
|
| 6.00 | % |
|
| 11.43 | % |
| 12/23/2026 |
| $ | 1,532,746 |
|
|
| 1,493,762 |
|
|
| 1,479,406 |
|
|
| 0.57 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,718,342 |
|
|
| 5,650,227 |
|
|
| 2.18 | % |
|
| |||||
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Nephron Pharmaceuticals Corp. et al |
| First Lien Term Loan B |
| SOFR(Q) |
|
| 1.50 | % |
|
| 9.00 | % |
|
| 14.57 | % |
| 9/11/2026 |
| $ | 4,079,555 |
|
|
| 3,918,434 |
|
|
| 3,916,373 |
|
|
| 1.51 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cherry Bekaert Advisory, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.25 | % |
|
| 10.64 | % |
| 6/30/2028 |
| $ | 922,149 |
|
|
| 906,695 |
|
|
| 911,545 |
|
|
| 0.35 | % |
| F |
Cherry Bekaert Advisory, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 5.25 | % |
|
| 10.58 | % |
| 6/30/2028 |
| $ | 379,888 |
|
|
| 373,698 |
|
|
| 375,520 |
|
|
| 0.15 | % |
| F |
Cherry Bekaert Advisory, LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.25 | % |
|
| 10.64 | % |
| 6/30/2028 |
| $ | 141,026 |
|
|
| 137,948 |
|
|
| 138,835 |
|
|
| 0.05 | % |
| F |
DTI Holdco, Inc. (Epiq Systems, Inc.) |
| Second Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.75 | % |
|
| 13.12 | % |
| 4/26/2030 |
| $ | 1,988,125 |
|
|
| 1,955,230 |
|
|
| 1,739,609 |
|
|
| 0.67 | % |
| F |
GI Consilio Parent, LLC |
| Second Lien Term Loan |
| SOFR(M) |
|
| 0.50 | % |
|
| 7.50 | % |
|
| 12.93 | % |
| 5/14/2029 |
| $ | 3,000,000 |
|
|
| 2,980,493 |
|
|
| 2,952,000 |
|
|
| 1.14 | % |
| F |
ICIMS, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 3.38% Cash + 3.88% PIK |
|
|
| 12.63 | % |
| 8/18/2028 |
| $ | 4,390,317 |
|
|
| 4,324,661 |
|
|
| 4,360,902 |
|
|
| 1.69 | % |
| F | |
ICIMS, Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 3.38% Cash + 3.88% PIK |
|
|
| 12.63 | % |
| 8/18/2028 |
| $ | 133,103 |
|
|
| 133,103 |
|
|
| 125,283 |
|
|
| 0.05 | % |
| F | |
ICIMS, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.75 | % |
|
| 12.14 | % |
| 8/18/2028 |
| $ | 69,841 |
|
|
| 63,820 |
|
|
| 67,039 |
|
|
| 0.03 | % |
| F |
JobandTalent USA, Inc. (United Kingdom) |
| First Lien Term Loan (3.0% Exit Fee) |
| SOFR(M) |
|
| 1.00 | % |
|
| 8.75 | % |
|
| 14.20 | % |
| 2/17/2025 |
| $ | 4,272,200 |
|
|
| 4,230,097 |
|
|
| 4,199,573 |
|
|
| 1.63 | % |
| B/F/I |
JobandTalent USA, Inc. (United Kingdom) |
| First Lien Delayed Draw Term Loan (3.0% Exit Fee) |
| SOFR(M) |
|
| 1.00 | % |
|
| 8.75 | % |
|
| 14.20 | % |
| 2/17/2025 |
| $ | 1,750,000 |
|
|
| 1,735,349 |
|
|
| 1,720,251 |
|
|
| 0.66 | % |
| B/F/I |
Security Services Acquisition Sub Corp. (Protos) |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.10 | % |
|
| 11.42 | % |
| 9/30/2026 |
| $ | 1,441,908 |
|
|
| 1,433,351 |
|
|
| 1,430,949 |
|
|
| 0.55 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 18,274,445 |
|
|
| 18,021,506 |
|
|
| 6.97 | % |
|
| |||||
Real Estate Management & Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Greystone Select Company II, LLC (Passco) |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.50 | % |
|
| 6.50 | % |
|
| 11.93 | % |
| 3/21/2027 |
| $ | 1,847,720 |
|
|
| 1,817,851 |
|
|
| 1,832,200 |
|
|
| 0.71 | % |
| F |
Greystone Affordable Housing Initiatives, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 1.25 | % |
|
| 6.00 | % |
|
| 11.84 | % |
| 3/2/2026 |
| $ | 2,800,000 |
|
|
| 2,800,000 |
|
|
| 2,774,800 |
|
|
| 1.07 | % |
| C/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,617,851 |
|
|
| 4,607,000 |
|
|
| 1.78 | % |
|
| |||||
Road & Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Motive Technologies, Inc. (fka Keep Truckin, Inc.) |
| First Lien Incremental Delayed Draw Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 13.15 | % |
| 4/8/2025 |
| $ | 483,350 |
|
|
| 479,090 |
|
|
| 480,450 |
|
|
| 0.19 | % |
| F |
Motive Technologies, Inc. (fka Keep Truckin, Inc.) |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 13.18 | % |
| 4/8/2025 |
| $ | 1,000,000 |
|
|
| 992,664 |
|
|
| 994,000 |
|
|
| 0.38 | % |
| F |
Motive Technologies, Inc. (fka Keep Truckin, Inc.) |
| First Lien Incremental Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.68 | % |
|
| 13.18 | % |
| 4/8/2025 |
| $ | 3,516,650 |
|
|
| 3,491,281 |
|
|
| 3,495,549 |
|
|
| 1.35 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,963,035 |
|
|
| 4,969,999 |
|
|
| 1.92 | % |
|
| |||||
Semiconductors & Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.25 | % |
|
| 11.82 | % |
| 12/29/2027 |
| $ | 739,572 |
|
|
| 727,967 |
|
|
| 709,989 |
|
|
| 0.28 | % |
| F |
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.43 | % |
| 12/29/2026 |
| $ | 154,907 |
|
|
| 128,388 |
|
|
| 135,799 |
|
|
| 0.05 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 856,355 |
|
|
| 845,788 |
|
|
| 0.33 | % |
|
|
11
BlackRock Direct Lending Corp.
Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Aerospike, Inc. |
| First Lien Term Loan (0.50% Exit Fee) |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 12.93 | % |
| 12/29/2025 |
| $ | 958,030 |
|
| $ | 952,447 |
|
| $ | 948,258 |
|
|
| 0.37 | % |
| F/I |
Aerospike, Inc. |
| First Lien Delayed Draw Term Loan (0.50% Exit Fee) |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 12.93 | % |
| 12/29/2025 |
| $ | 417,946 |
|
|
| 409,532 |
|
|
| 413,683 |
|
|
| 0.16 | % |
| F/I |
AlphaSense, Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.43 | % |
| 3/11/2027 |
| $ | 3,443,467 |
|
|
| 3,417,020 |
|
|
| 3,441,401 |
|
|
| 1.33 | % |
| F |
Aras Corporation |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
| 3.50% Cash + 3.25% PIK |
|
|
| 12.20 | % |
| 4/13/2027 |
| $ | 1,811,391 |
|
|
| 1,791,352 |
|
|
| 1,747,992 |
|
|
| 0.68 | % |
| F | |
Aras Corporation |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 12.14 | % |
| 4/13/2027 |
| $ | 89,385 |
|
|
| 87,905 |
|
|
| 85,119 |
|
|
| 0.03 | % |
| F |
Backoffice Associates Holdings, LLC (Syniti) |
| First Lien Incremental Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.75 | % |
|
| 12.74 | % |
| 4/30/2026 |
| $ | 1,730,906 |
|
|
| 1,701,176 |
|
|
| 1,748,215 |
|
|
| 0.68 | % |
| F |
Backoffice Associates Holdings, LLC (Syniti) |
| Sr Secured Revolver |
| PRIME |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 15.25 | % |
| 4/30/2026 |
| $ | 195,562 |
|
|
| 191,133 |
|
|
| 195,562 |
|
|
| 0.08 | % |
| F |
Bluefin Holding, LLC (Allvue) |
| Sr Secured Revolver |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 12.72 | % |
| 9/12/2030 |
| $ | - |
|
|
| (10,046 | ) |
|
| (10,134 | ) |
|
| 0.00 | % |
| E/F |
Bluefin Holding, LLC (Allvue) |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 12.72 | % |
| 9/12/2030 |
| $ | 4,111,310 |
|
|
| 4,009,196 |
|
|
| 4,008,527 |
|
|
| 1.55 | % |
| F |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
| First Lien Incremental Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.40 | % |
|
| 12.79 | % |
| 9/8/2027 |
| $ | 3,057,103 |
|
|
| 3,024,947 |
|
|
| 2,976,701 |
|
|
| 1.15 | % |
| F |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
| First Lien Incremental Amendment 4 Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 8.00% PIK |
|
|
| 13.39 | % |
| 9/8/2027 |
| $ | 915,667 |
|
|
| 901,954 |
|
|
| 901,932 |
|
|
| 0.35 | % |
| F | |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.25 | % |
|
| 12.64 | % |
| 9/8/2027 |
| $ | 181,235 |
|
|
| 183,425 |
|
|
| 176,469 |
|
|
| 0.07 | % |
| F |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.25 | % |
|
| 12.64 | % |
| 9/8/2027 |
| $ | - |
|
|
| (2,555 | ) |
|
| (6,599 | ) |
|
| 0.00 | % |
| E/F |
Disco Parent, Inc. (Duck Creek Technologies) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 12.92 | % |
| 3/30/2029 |
| $ | - |
|
|
| (5,153 | ) |
|
| (1,345 | ) |
|
| 0.00 | % |
| E/F |
Disco Parent, Inc. (Duck Creek Technologies) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 12.92 | % |
| 3/30/2029 |
| $ | 2,242,403 |
|
|
| 2,188,812 |
|
|
| 2,228,948 |
|
|
| 0.86 | % |
| F |
Fusion Risk Management, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.88 | % |
| 5/22/2029 |
| $ | - |
|
|
| (7,951 | ) |
|
| (7,581 | ) |
|
| 0.00 | % |
| E/F |
Fusion Risk Management, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
| 3.50% Cash + 4.00% PIK |
|
|
| 12.63 | % |
| 5/22/2029 |
| $ | 3,543,304 |
|
|
| 3,474,838 |
|
|
| 3,479,525 |
|
|
| 1.33 | % |
| F | |
Grey Orange Incorporated |
| First Lien Term Loan (3.75% Exit Fee) |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 12.88 | % |
| 5/6/2026 |
| $ | 611,185 |
|
|
| 606,519 |
|
|
| 605,012 |
|
|
| 0.23 | % |
| F/I |
Grey Orange Incorporated |
| First Lien Delayed Draw Term Loan (3.75% Exit Fee) |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 12.79 | % |
| 5/6/2026 |
| $ | 611,185 |
|
|
| 606,940 |
|
|
| 605,012 |
|
|
| 0.23 | % |
| F/I |
GTY Technology Holdings Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 2.58% Cash + 4.30% PIK |
|
|
| 12.27 | % |
| 7/9/2029 |
| $ | 1,847,212 |
|
|
| 1,817,765 |
|
|
| 1,845,919 |
|
|
| 0.71 | % |
| F | |
GTY Technology Holdings Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 2.58% Cash + 4.30% PIK |
|
|
| 12.27 | % |
| 7/9/2029 |
| $ | 1,427,398 |
|
|
| 1,415,767 |
|
|
| 1,426,399 |
|
|
| 0.55 | % |
| F | |
GTY Technology Holdings Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 12.27 | % |
| 7/9/2029 |
| $ | - |
|
|
| (5,291 | ) |
|
| (223 | ) |
|
| 0.00 | % |
| E/F |
Howlco, LLC, (Lone Wolf) |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.10 | % |
|
| 11.42 | % |
| 10/23/2026 |
| $ | 735,019 |
|
|
| 730,215 |
|
|
| 717,820 |
|
|
| 0.28 | % |
| F |
Integrate.com, Inc. (Infinity Data, Inc.) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
| 3.00% Cash + 3.00% PIK |
|
|
| 11.56 | % |
| 12/17/2027 |
| $ | 3,513,991 |
|
|
| 3,447,965 |
|
|
| 3,395,921 |
|
|
| 1.31 | % |
| F | |
Integrate.com, Inc. (Infinity Data, Inc.) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
| 3.00% Cash + 3.00% PIK |
|
|
| 11.54 | % |
| 12/17/2027 |
| $ | 188,194 |
|
|
| 180,984 |
|
|
| 171,332 |
|
|
| 0.07 | % |
| F | |
Integrate.com, Inc. (Infinity Data, Inc.) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.54 | % |
| 12/17/2027 |
| $ | - |
|
|
| (3,552 | ) |
|
| (8,431 | ) |
|
| 0.00 | % |
| E/F |
JOBVITE, Inc. (Employ, Inc.) |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.75 | % |
|
| 8.00 | % |
|
| 13.43 | % |
| 8/7/2028 |
| $ | 2,796,125 |
|
|
| 2,735,846 |
|
|
| 2,743,838 |
|
|
| 1.06 | % |
| F |
Kaseya, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 3.75% Cash + 2.50% PIK |
|
|
| 11.62 | % |
| 6/25/2029 |
| $ | 3,455,603 |
|
|
| 3,410,962 |
|
|
| 3,427,958 |
|
|
| 1.32 | % |
| F | |
Kaseya, Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 3.75% Cash + 2.50% PIK |
|
|
| 11.62 | % |
| 6/25/2029 |
| $ | 12,886 |
|
|
| 10,283 |
|
|
| 11,200 |
|
|
| 0.00 | % |
| F | |
Kaseya, Inc. |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
| 3.75% Cash + 2.50% PIK |
|
|
| 11.57 | % |
| 6/25/2029 |
| $ | 53,032 |
|
|
| 50,409 |
|
|
| 51,343 |
|
|
| 0.02 | % |
| F | |
Kong Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
| 5.50% Cash + 3.25% PIK |
|
|
| 14.19 | % |
| 11/1/2027 |
| $ | 935,819 |
|
|
| 918,836 |
|
|
| 934,883 |
|
|
| 0.36 | % |
| F | |
Lightspeed Solutions, LLC |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.82 | % |
| 3/1/2028 |
| $ | 2,349,637 |
|
|
| 2,314,111 |
|
|
| 2,295,830 |
|
|
| 0.89 | % |
| F |
Lightspeed Solutions, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.82 | % |
| 3/1/2028 |
| $ | 75,112 |
|
|
| 64,239 |
|
|
| 58,255 |
|
|
| 0.02 | % |
| F |
Nvest, Inc. (SigFig) |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 13.40 | % |
| 9/15/2025 |
| $ | 839,532 |
|
|
| 832,839 |
|
|
| 818,124 |
|
|
| 0.32 | % |
| F |
Oak Purchaser, Inc. (DaySmart) |
| First Lien Term Loan (1.0% Exit Fee) |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 10.97 | % |
| 4/28/2028 |
| $ | 650,015 |
|
|
| 643,515 |
|
|
| 630,515 |
|
|
| 0.24 | % |
| F/I |
Oak Purchaser, Inc. (DaySmart) |
| First Lien Delayed Draw Term Loan (1.0% Exit Fee) |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 10.97 | % |
| 4/28/2028 |
| $ | 193,271 |
|
|
| 188,938 |
|
|
| 180,271 |
|
|
| 0.07 | % |
| F/I |
Oak Purchaser, Inc. (DaySmart) |
| Sr Secured Revolver (1.0% Exit Fee) |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 10.97 | % |
| 4/28/2028 |
| $ | - |
|
|
| (867 | ) |
|
| (2,600 | ) |
|
| 0.00 | % |
| E/F/I |
Oversight Systems, Inc. |
| First Lien Incremental Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.75 | % |
|
| 13.22 | % |
| 9/24/2026 |
| $ | - |
|
|
| (514 | ) |
|
| (429 | ) |
|
| 0.00 | % |
| E/F |
Oversight Systems, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.75 | % |
|
| 13.22 | % |
| 9/24/2026 |
| $ | 28,967 |
|
|
| 28,441 |
|
|
| 28,539 |
|
|
| 0.01 | % |
| F |
Oversight Systems, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.75 | % |
|
| 13.22 | % |
| 9/24/2026 |
| $ | 611,565 |
|
|
| 603,811 |
|
|
| 602,514 |
|
|
| 0.23 | % |
| F |
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.54 | % |
| 3/31/2027 |
| $ | 1,519,185 |
|
|
| 1,500,449 |
|
|
| 1,493,359 |
|
|
| 0.58 | % |
| B/F |
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.52 | % |
| 3/31/2027 |
| $ | 81,271 |
|
|
| 79,347 |
|
|
| 78,507 |
|
|
| 0.03 | % |
| B/F |
Smarsh, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.84 | % |
| 2/19/2029 |
| $ | 1,958,057 |
|
|
| 1,926,848 |
|
|
| 1,926,728 |
|
|
| 0.74 | % |
| F |
Smarsh, Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.84 | % |
| 2/19/2029 |
| $ | 244,757 |
|
|
| 237,198 |
|
|
| 236,925 |
|
|
| 0.09 | % |
| F |
Smarsh, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.84 | % |
| 2/19/2029 |
| $ | - |
|
|
| (1,881 | ) |
|
| (1,958 | ) |
|
| 0.00 | % |
| E/F |
Tessian, Inc. (United Kingdom) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 8.00 | % |
|
| 13.58 | % |
| 3/15/2028 |
| $ | 996,730 |
|
|
| 978,037 |
|
|
| 988,756 |
|
|
| 0.38 | % |
| B/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
BlackRock Direct Lending Corp.
Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity/ |
| Principal/ |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Software (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Thunder Purchaser, Inc. (Vector Solutions) |
| First Lien Incremental Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.90 | % |
|
| 11.29 | % |
| 6/30/2028 |
| $ | 2,685,877 |
|
| $ | 2,646,646 |
|
| $ | 2,604,764 |
|
|
| 1.01 | % |
| F |
Thunder Purchaser, Inc. (Vector Solutions) |
| First Lien Incremental Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.90 | % |
|
| 11.29 | % |
| 6/30/2028 |
| $ | 789,673 |
|
|
| 780,689 |
|
|
| 765,825 |
|
|
| 0.30 | % |
| F |
Thunder Purchaser, Inc. (Vector Solutions) |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 5.90 | % |
|
| 11.29 | % |
| 6/30/2028 |
| $ | 172,313 |
|
|
| 169,469 |
|
|
| 166,139 |
|
|
| 0.06 | % |
| F |
Trintech, Inc. |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.82 | % |
| 7/25/2029 |
| $ | 78,534 |
|
|
| 70,497 |
|
|
| 70,536 |
|
|
| 0.03 | % |
| F |
Trintech, Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.82 | % |
| 7/25/2029 |
| $ | 3,573,315 |
|
|
| 3,467,148 |
|
|
| 3,469,332 |
|
|
| 1.34 | % |
| F |
Zendesk Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 3.50% Cash + 3.50% PIK |
|
|
| 12.15 | % |
| 11/22/2028 |
| $ | 2,995,147 |
|
|
| 2,943,817 |
|
|
| 3,022,103 |
|
|
| 1.17 | % |
| F | |
Zendesk Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 3.50% Cash + 3.50% PIK |
|
|
| 12.15 | % |
| 11/22/2028 |
| $ | - |
|
|
| (12,629 | ) |
|
| 6,623 |
|
|
| — |
|
| E/F | |
Zendesk Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 12.15 | % |
| 11/22/2028 |
| $ | - |
|
|
| (5,212 | ) |
|
| - |
|
|
| 0.00 | % |
| E/F |
Zilliant Incorporated |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
| 2.00% Cash + 4.50% PIK |
|
|
| 11.92 | % |
| 12/21/2027 |
| $ | 2,408,324 |
|
|
| 2,374,650 |
|
|
| 2,290,316 |
|
|
| 0.89 | % |
| F | |
Zilliant Incorporated |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 2.00% Cash + 4.50% PIK |
|
|
| 11.92 | % |
| 12/21/2027 |
| $ | - |
|
|
| (7,843 | ) |
|
| (27,222 | ) |
|
| (0.01 | )% |
| E/F | |
Zilliant Incorporated |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.92 | % |
| 12/21/2027 |
| $ | - |
|
|
| (3,137 | ) |
|
| (10,889 | ) |
|
| — |
|
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 60,050,286 |
|
|
| 59,945,519 |
|
|
| 23.17 | % |
|
| |||||
Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Hanna Andersson, LLC |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 12.92 | % |
| 7/2/2026 |
| $ | 2,744,339 |
|
|
| 2,711,160 |
|
|
| 2,642,799 |
|
|
| 1.03 | % |
| F |
Supergoop, LLC |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 5.60 | % |
|
| 10.92 | % |
| 12/29/2028 |
| $ | 532,513 |
|
|
| 523,981 |
|
|
| 528,253 |
|
|
| 0.20 | % |
| F |
Supergoop, LLC |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 5.60 | % |
|
| 10.92 | % |
| 12/29/2028 |
| $ | - |
|
|
| (1,114 | ) |
|
| (581 | ) |
|
| 0.00 | % |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,234,027 |
|
|
| 3,170,471 |
|
|
| 1.23 | % |
|
| |||||
Technology Hardware, Storage & Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.54 | % |
| 2/17/2026 |
| $ | 94,286 |
|
|
| 93,047 |
|
|
| 94,663 |
|
|
| 0.04 | % |
| B/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Wireless Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
OpenMarket, Inc. (Infobip) (United Kingdom) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.90 | % |
| 9/17/2026 |
| $ | 4,426,317 |
|
|
| 4,354,884 |
|
|
| 4,379,398 |
|
|
| 1.69 | % |
| B/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Debt Investments - 109.27% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 258,647,857 |
|
|
| 252,997,286 |
|
|
| 97.77 | % |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Elevate Brands Holdco, Inc. |
| Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
| 7/25/2030 |
|
| 376 |
|
|
| - |
|
|
| 43,210 |
|
|
| 0.02 | % |
| F/G/H | |||
Elevate Brands Holdco, Inc. |
| Warrants to Purchase Preferred New Super Senior Shares |
|
|
|
|
|
|
|
|
|
|
|
| 7/25/2030 |
|
| 1,249 |
|
|
| - |
|
|
| 143,535 |
|
|
| 0.06 | % |
| F/G/H | |||
PerchHQ, LLC |
| Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
| 10/15/2027 |
|
| 18,636 |
|
|
| - |
|
|
| - |
|
|
| 0.00 | % |
| F/G/H | |||
Razor Group GmbH (Germany) |
| Warrants to Purchase Preferred Series A1 Shares |
|
|
|
|
|
|
|
|
|
|
|
| 4/28/2028 |
|
| 61 |
|
|
| - |
|
|
| 125,660 |
|
|
| 0.05 | % |
| B/F/G/H | |||
Razor Group GmbH (Germany) |
| Warrants to Purchase Series C Shares |
|
|
|
|
|
|
|
|
|
|
|
| 4/28/2028 |
|
| 19 |
|
|
| - |
|
|
| 93,290 |
|
|
| 0.04 | % |
| B/F/G/H | |||
MXP Prime Platform GmbH (SellerX) (Germany) |
| Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
| 7/25/2030 |
|
| 422 |
|
|
| - |
|
|
| 34,203 |
|
|
| 0.01 | % |
| B/F/G/H | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| 439,898 |
|
|
| 0.18 | % |
|
| |||||
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Worldremit Group Limited (United Kingdom) |
| Warrants to Purchase Series D Stock |
|
|
|
|
|
|
|
|
|
|
|
| 2/11/2031 |
|
| 2,394 |
|
|
| - |
|
|
| 17,404 |
|
|
| 0.01 | % |
| B/F/G/H | |||
Worldremit Group Limited (United Kingdom) |
| Warrants to Purchase Series E Stock |
|
|
|
|
|
|
|
|
|
|
|
| 8/27/2031 |
|
| 299 |
|
|
| - |
|
|
| 212 |
|
|
| 0.00 | % |
| B/F/G/H | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| 17,616 |
|
|
| 0.01 | % |
|
| |||||
Internet Software & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
SuCo Investors, LP (Suited Connector) |
| Warrants to Purchase Class A Units |
|
|
|
|
|
|
|
|
|
|
|
| 3/6/2033 |
|
| 1,589 |
|
|
| - |
|
|
| - |
|
|
| 0.00 | % |
| F/G/H | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Grey Orange International Inc. |
| Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
| 5/6/2032 |
|
| 1,122 |
|
|
| - |
|
|
| 224 |
|
|
| 0.00 | % |
| F/G/H | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Equity Securities - 0.20% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| 457,738 |
|
|
| 0.19 | % |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Investments - 109.47% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 258,647,857 |
|
|
| 253,455,024 |
|
|
| 97.96 | % |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Cash and Cash Equivalents - 2.28% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,272,785 |
|
|
| 2.04 | % |
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Cash and Investments - 111.74% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 258,727,810 |
|
|
| 100.00 | % |
|
|
Notes to Schedule of Investments:
13
BlackRock Direct Lending Corp.
Schedule of Investments (Unaudited) (Continued)
September 30, 2023
LIBOR or SOFR resets monthly (M), quarterly (Q) or semiannually (S).
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $54,425,054 and $15,654,479 respectively, for the nine months ended September 30, 2023. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of September 30, 2023 was $253,455,024 or 98.0% of total cash and investments of the Company. As of September 30, 2023, approximately 13.8% of the total assets of the Company were non-qualifying assets under Section 55(a) of the 1940 Act.
See accompanying notes to the financial statements.
14
BlackRock Direct Lending Corp.
Schedule of Investments
December 31, 2022
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
ALCV Purchaser, Inc. (AutoLenders) |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 11.45 | % |
| 4/15/2026 |
| $ | 913,532 |
|
| $ | 902,561 |
|
| $ | 913,532 |
|
|
| 0.42 | % |
| F |
ALCV Purchaser, Inc. (AutoLenders) |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 11.39 | % |
| 4/15/2026 |
| $ | 92,635 |
|
|
| 91,736 |
|
|
| 92,636 |
|
|
| 0.04 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 994,297 |
|
|
| 1,006,168 |
|
|
| 0.46 | % |
|
| |||||
Beverages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
JP Intermediate B, LLC (Juice Plus) |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 5.50 | % |
|
| 9.91 | % |
| 11/20/2025 |
| $ | 1,891,226 |
|
|
| 1,773,604 |
|
|
| 1,380,595 |
|
|
| 0.64 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Porcelain Acquisition Corporation (Paramount) |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 10.48 | % |
| 4/30/2027 |
| $ | 863,491 |
|
|
| 849,858 |
|
|
| 868,671 |
|
|
| 0.40 | % |
| F |
Porcelain Acquisition Corporation (Paramount) |
| First Lien Delayed Draw Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 10.48 | % |
| 4/30/2027 |
| $ | 134,571 |
|
|
| 132,516 |
|
|
| 135,379 |
|
|
| 0.06 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 982,374 |
|
|
| 1,004,050 |
|
|
| 0.46 | % |
|
| |||||
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Thermostat Purchaser III, Inc. (Reedy Industries) |
| Second Lien Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 7.25 | % |
|
| 11.98 | % |
| 8/31/2029 |
| $ | 1,076,305 |
|
|
| 1,062,280 |
|
|
| 1,000,964 |
|
|
| 0.46 | % |
| F |
Thermostat Purchaser III, Inc. (Reedy Industries) |
| Second Lien Delayed Draw Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 7.25 | % |
|
| 11.98 | % |
| 8/31/2029 |
| $ | - |
|
|
| (1,151 | ) |
|
| (12,893 | ) |
|
| (0.01 | )% |
| E/F |
Pueblo Mechanical and Controls, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.32 | % |
| 8/23/2028 |
| $ | 1,633,192 |
|
|
| 1,593,804 |
|
|
| 1,595,139 |
|
|
| 0.74 | % |
| F |
Pueblo Mechanical and Controls, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.49 | % |
| 8/23/2028 |
| $ | 427,953 |
|
|
| 401,276 |
|
|
| 401,643 |
|
|
| 0.19 | % |
| F |
Pueblo Mechanical and Controls, LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.32 | % |
| 8/23/2027 |
| $ | - |
|
|
| (6,195 | ) |
|
| (6,130 | ) |
|
| 0.00 | % |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,050,014 |
|
|
| 2,978,723 |
|
|
| 1.38 | % |
|
| |||||
Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
CSG Buyer, Inc. (Core States) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.84 | % |
| 3/31/2028 |
| $ | 1,300,323 |
|
|
| 1,274,316 |
|
|
| 1,253,511 |
|
|
| 0.58 | % |
| F |
CSG Buyer, Inc. (Core States) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.84 | % |
| 3/31/2028 |
| $ | - |
|
|
| (8,521 | ) |
|
| (15,338 | ) |
|
| (0.01 | )% |
| E/F |
CSG Buyer, Inc. (Core States) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.84 | % |
| 3/31/2028 |
| $ | - |
|
|
| (4,261 | ) |
|
| (7,669 | ) |
|
| 0.00 | % |
| E/F |
Homerenew Buyer, Inc. (Project Dream) |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.54 | % |
| 11/23/2027 |
| $ | 1,413,970 |
|
|
| 1,384,007 |
|
|
| 1,367,309 |
|
|
| 0.63 | % |
| F |
Homerenew Buyer, Inc. (Project Dream) |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.36 | % |
| 11/23/2027 |
| $ | 1,946,671 |
|
|
| 1,897,095 |
|
|
| 1,860,545 |
|
|
| 0.86 | % |
| F |
Homerenew Buyer, Inc. (Project Dream) |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.12 | % |
| 11/23/2027 |
| $ | 95,536 |
|
|
| 86,154 |
|
|
| 79,773 |
|
|
| 0.04 | % |
| F |
Sunland Asphalt & Construction, LLC |
| First Lien Term Loan |
| LIBOR(S) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.15 | % |
| 1/13/2026 |
| $ | 993,187 |
|
|
| 980,246 |
|
|
| 971,337 |
|
|
| 0.45 | % |
| F |
Sunland Asphalt & Construction, LLC |
| First Lien Delayed Draw Term Loan |
| LIBOR(S) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 11.15 | % |
| 1/13/2026 |
| $ | 333,959 |
|
|
| 329,555 |
|
|
| 326,612 |
|
|
| 0.15 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,938,591 |
|
|
| 5,836,080 |
|
|
| 2.70 | % |
|
| |||||
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Money Transfer Acquisition Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 8.25 | % |
|
| 12.67 | % |
| 12/14/2027 |
| $ | 1,030,010 |
|
|
| 1,009,560 |
|
|
| 1,009,410 |
|
|
| 0.47 | % |
| F |
Freedom Financial Network Funding, LLC |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 9.00 | % |
|
| 13.95 | % |
| 9/21/2027 |
| $ | 2,983,631 |
|
|
| 2,911,890 |
|
|
| 2,909,040 |
|
|
| 1.34 | % |
| F |
Freedom Financial Network Funding, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 9.00 | % |
|
| 13.95 | % |
| 9/21/2027 |
| $ | - |
|
|
| (23,585 | ) |
|
| (24,864 | ) |
|
| (0.01 | )% |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,897,865 |
|
|
| 3,893,586 |
|
|
| 1.80 | % |
|
| |||||
Construction Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
AHF Parent Holding, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 11.09 | % |
| 2/1/2028 |
| $ | 2,414,623 |
|
|
| 2,370,765 |
|
|
| 2,272,764 |
|
|
| 1.05 | % |
| D |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Containers & Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
BW Holding, Inc. (Brook & Whittle) |
| Second Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.50 | % |
|
| 12.05 | % |
| 12/14/2029 |
| $ | 1,653,888 |
|
|
| 1,619,890 |
|
|
| 1,533,154 |
|
|
| 0.70 | % |
| F |
BW Holding, Inc. (Brook & Whittle) |
| Second Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.50 | % |
|
| 12.05 | % |
| 12/14/2029 |
| $ | 153,411 |
|
|
| 150,305 |
|
|
| 142,212 |
|
|
| 0.07 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,770,195 |
|
|
| 1,675,366 |
|
|
| 0.77 | % |
|
| |||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Colony Display, LLC |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 9.50 | % |
|
| 13.91 | % |
| 6/30/2026 |
| $ | 970,180 |
|
|
| 955,954 |
|
|
| 899,357 |
|
|
| 0.42 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock Direct Lending Corp.
Schedule of Investments (Continued)
December 31, 2022
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Elevate Brands OpCo, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 8.50 | % |
|
| 13.23 | % |
| 3/15/2027 |
| $ | 3,131,544 |
|
| $ | 3,083,554 |
|
| $ | 3,103,842 |
|
|
| 1.44 | % |
| F |
Razor Group GmbH (Germany) |
| First Lien Delayed Draw Term Loan |
| LIBOR(M) |
|
| 1.00 | % |
|
| 9.00 | % |
|
| 14.21 | % |
| 4/30/2025 |
| $ | 4,000,000 |
|
|
| 4,024,940 |
|
|
| 3,860,000 |
|
|
| 1.78 | % |
| B/F |
Razor Group GmbH (Germany) |
| First Lien Sr Secured Convertible Term Loan |
| Fixed |
|
| 0.00 | % |
| 3.50% Cash + 3.50% PIK |
|
|
| 7.00 | % |
| 4/30/2025 |
| $ | 557,049 |
|
|
| 557,049 |
|
|
| 599,385 |
|
|
| 0.28 | % |
| B/F | |
SellerX Germany Gmbh & Co. Kg (Germany) |
| First Lien Delayed Draw Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
| 8.00% Cash + 3.00% PIK |
|
|
| 15.73 | % |
| 11/23/2025 |
| $ | 1,044,043 |
|
|
| 1,026,974 |
|
|
| 1,029,384 |
|
|
| 0.48 | % |
| B/F | |
Fusion Holding Corp. (Finalsite) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.78 | % |
| 9/15/2027 |
| $ | - |
|
|
| (7,219 | ) |
|
| (7,295 | ) |
|
| 0.00 | % |
| E/F |
Fusion Holding Corp. (Finalsite) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.78 | % |
| 9/14/2029 |
| $ | 4,175,771 |
|
|
| 4,085,666 |
|
|
| 4,084,740 |
|
|
| 1.89 | % |
| F |
Whele, LLC (PerchHQ) |
| First Lien Incremental Term Loan |
| SOFR(M) |
|
| 1.00 | % |
| 8.50% Cash + 3.00% PIK |
|
|
| 16.20 | % |
| 10/15/2025 |
| $ | 2,687,893 |
|
|
| 2,701,631 |
|
|
| 2,497,052 |
|
|
| 1.15 | % |
| F | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15,472,595 |
|
|
| 15,167,108 |
|
|
| 7.02 | % |
|
| |||||
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
2-10 Holdco, Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.42 | % |
| 3/26/2026 |
| $ | 2,616,524 |
|
|
| 2,593,999 |
|
|
| 2,581,985 |
|
|
| 1.19 | % |
| F |
2-10 Holdco, Inc. |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.42 | % |
| 3/26/2026 |
| $ | - |
|
|
| - |
|
|
| (1,259 | ) |
|
| 0.00 | % |
| E/F |
Accordion Partners LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.83 | % |
| 8/29/2029 |
| $ | 3,827,398 |
|
|
| 3,744,446 |
|
|
| 3,727,886 |
|
|
| 1.72 | % |
| F |
Accordion Partners LLC |
| First Lien Delayed Draw Term Loan B |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.83 | % |
| 8/29/2029 |
| $ | - |
|
|
| (8,977 | ) |
|
| (10,864 | ) |
|
| (0.01 | )% |
| E/F |
Accordion Partners LLC |
| First Lien Delayed Draw Term Loan A |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.08 | % |
| 8/29/2029 |
| $ | - |
|
|
| (7,181 | ) |
|
| (5,014 | ) |
|
| 0.00 | % |
| E/F |
Accordion Partners LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.83 | % |
| 8/31/2028 |
| $ | - |
|
|
| (7,104 | ) |
|
| (8,691 | ) |
|
| 0.00 | % |
| E/F |
Apex Group Treasury LLC |
| Second Lien Incremental Term Loan |
| LIBOR(Q) |
|
| 0.50 | % |
|
| 6.75 | % |
|
| 11.48 | % |
| 7/27/2029 |
| $ | 1,761,100 |
|
|
| 1,726,425 |
|
|
| 1,741,024 |
|
|
| 0.80 | % |
| C/F |
Foreside Financial Group, LLC |
| First Lien Term Loan |
| LIBOR(M) |
|
| 1.00 | % |
|
| 5.50 | % |
|
| 9.88 | % |
| 9/30/2027 |
| $ | 583,866 |
|
|
| 573,053 |
|
|
| 566,933 |
|
|
| 0.26 | % |
| F |
Foreside Financial Group, LLC |
| First Lien Delayed Draw Term Loan |
| LIBOR(M) |
|
| 1.00 | % |
|
| 5.50 | % |
|
| 9.57 | % |
| 9/30/2027 |
| $ | 37,958 |
|
|
| 35,690 |
|
|
| 34,258 |
|
|
| 0.02 | % |
| F |
Foreside Financial Group, LLC |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 5.50 | % |
|
| 9.57 | % |
| 9/30/2027 |
| $ | - |
|
|
| (679 | ) |
|
| (1,110 | ) |
|
| 0.00 | % |
| E/F |
GC Agile Holdings Limited (Apex) (United Kingdom) |
| Second Lien Term Loan |
| LIBOR(Q) |
|
| 0.50 | % |
|
| 6.75 | % |
|
| 11.48 | % |
| 6/15/2026 |
| $ | 1,250,000 |
|
|
| 1,238,995 |
|
|
| 1,235,750 |
|
|
| 0.57 | % |
| B/F |
GC Champion Acquisition LLC (Numerix) |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 11.15 | % |
| 8/21/2028 |
| $ | 2,831,103 |
|
|
| 2,777,112 |
|
|
| 2,748,434 |
|
|
| 1.27 | % |
| F |
GC Champion Acquisition LLC (Numerix) |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 11.15 | % |
| 8/21/2028 |
| $ | - |
|
|
| (14,837 | ) |
|
| (23,021 | ) |
|
| (0.01 | )% |
| E/F |
GC Waves Holdings, Inc. (Mercer) |
| First Lien Delayed Draw Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 8.62 | % |
| 8/13/2026 |
| $ | 1,190,027 |
|
|
| 1,181,837 |
|
|
| 1,165,134 |
|
|
| 0.54 | % |
| F |
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) |
| Second Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 8.50 | % |
|
| 12.93 | % |
| 7/5/2026 |
| $ | 2,723,829 |
|
|
| 2,685,204 |
|
|
| 2,653,009 |
|
|
| 1.23 | % |
| F |
Wealth Enhancement Group, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.44 | % |
| 10/4/2027 |
| $ | 1,380,052 |
|
|
| 1,367,039 |
|
|
| 1,309,758 |
|
|
| 0.60 | % |
| F |
Wealth Enhancement Group, LLC |
| Sr Secured Revolver |
| SOFR(S) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.44 | % |
| 10/4/2027 |
| $ | - |
|
|
| (734 | ) |
|
| (4,009 | ) |
|
| 0.00 | % |
| E/F |
Wharf Street Rating Acquisition LLC (KBRA) |
| First Lien Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.13 | % |
| 12/10/2027 |
| $ | 2,630,284 |
|
|
| 2,585,495 |
|
|
| 2,532,701 |
|
|
| 1.17 | % |
| F |
Wharf Street Rating Acquisition LLC (KBRA) |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 8.87 | % |
| 12/10/2027 |
| $ | - |
|
|
| (4,382 | ) |
|
| (9,857 | ) |
|
| 0.00 | % |
| E/F |
Worldremit Group Limited (United Kingdom) |
| First Lien Term Loan (3.0% Exit Fee) |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 9.25 | % |
|
| 13.91 | % |
| 2/11/2025 |
| $ | 4,000,000 |
|
|
| 3,949,763 |
|
|
| 3,924,000 |
|
|
| 1.81 | % |
| B/F/I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 24,415,164 |
|
|
| 24,157,047 |
|
|
| 11.16 | % |
|
| |||||
Health Care Equipment & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Touchstone Acquisition, Inc. (Team Technologies) |
| First Lien Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.38 | % |
| 12/29/2028 |
| $ | 1,793,110 |
|
|
| 1,760,484 |
|
|
| 1,722,462 |
|
|
| 0.80 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
CBI-Gator Acquisition, LLC |
| First Lien Term Loan |
| LIBOR(S) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.90 | % |
| 10/25/2027 |
| $ | 1,769,855 |
|
|
| 1,739,983 |
|
|
| 1,674,283 |
|
|
| 0.77 | % |
| F |
CBI-Gator Acquisition, LLC |
| First Lien Delayed Draw Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 7.73 | % |
| 10/25/2027 |
| $ | - |
|
|
| (5,488 | ) |
|
| (18,428 | ) |
|
| (0.01 | )% |
| E/F |
CBI-Gator Acquisition, LLC |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 7.73 | % |
| 10/25/2027 |
| $ | 112,861 |
|
|
| 110,277 |
|
|
| 103,381 |
|
|
| 0.05 | % |
| F |
Opco Borrower, LLC (Giving Home Health Care) |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 10.87 | % |
| 8/19/2027 |
| $ | 46,535 |
|
|
| 44,361 |
|
|
| 42,486 |
|
|
| 0.02 | % |
| F |
Opco Borrower, LLC (Giving Home Health Care) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 11.18 | % |
| 8/19/2027 |
| $ | 2,543,416 |
|
|
| 2,519,003 |
|
|
| 2,499,161 |
|
|
| 1.15 | % |
| F |
INH Buyer, Inc. (IMS Health) |
| First Lien Term Loan (1.5% Exit Fee) |
| SOFR(Q) |
|
| 1.00 | % |
| 3.50% Cash + 3.50% PIK |
|
|
| 11.68 | % |
| 6/28/2028 |
| $ | 3,604,048 |
|
|
| 3,542,677 |
|
|
| 2,828,457 |
|
|
| 1.31 | % |
| F/I | |
PHC Buyer, LLC (Patriot Home Care) |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.70 | % |
| 5/4/2028 |
| $ | 1,508,222 |
|
|
| 1,480,720 |
|
|
| 1,460,110 |
|
|
| 0.68 | % |
| F |
PHC Buyer, LLC (Patriot Home Care) |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.70 | % |
| 5/4/2028 |
| $ | - |
|
|
| (10,294 | ) |
|
| (18,421 | ) |
|
| (0.01 | )% |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9,421,239 |
|
|
| 8,571,029 |
|
|
| 3.96 | % |
|
|
16
BlackRock Direct Lending Corp.
Schedule of Investments (Continued)
December 31, 2022
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Appriss Health, LLC (PatientPing) |
| First Lien Term Loan |
| LIBOR(M) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 11.54 | % |
| 5/6/2027 |
| $ | 1,138,432 |
|
| $ | 1,121,823 |
|
| $ | 1,075,819 |
|
|
| 0.50 | % |
| F |
Appriss Health, LLC (PatientPing) |
| Sr Secured Revolver |
| LIBOR(M) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 11.54 | % |
| 5/6/2027 |
| $ | - |
|
|
| (1,106 | ) |
|
| (4,185 | ) |
|
| 0.00 | % |
| E/F |
ESO Solutions, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 11.59 | % |
| 5/3/2027 |
| $ | 3,325,794 |
|
|
| 3,269,261 |
|
|
| 3,192,762 |
|
|
| 1.47 | % |
| F |
ESO Solutions, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 11.59 | % |
| 5/3/2027 |
| $ | - |
|
|
| (3,548 | ) |
|
| (9,782 | ) |
|
| 0.00 | % |
| E/F |
Gainwell Acquisition Corp. |
| Second Lien Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 8.00 | % |
|
| 11.74 | % |
| 10/2/2028 |
| $ | 800,332 |
|
|
| 796,981 |
|
|
| 753,912 |
|
|
| 0.35 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,183,411 |
|
|
| 5,008,526 |
|
|
| 2.32 | % |
|
| |||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Alera Group, Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.60 | % |
|
| 10.92 | % |
| 10/2/2028 |
| $ | 373,853 |
|
|
| 361,204 |
|
|
| 351,798 |
|
|
| 0.16 | % |
| F |
Alera Group, Inc. |
| First Lien Incremental Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.42 | % |
| 10/2/2028 |
| $ | 333,798 |
|
|
| 327,385 |
|
|
| 322,782 |
|
|
| 0.15 | % |
| F |
AmeriLife Holdings, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 9.58 | % |
| 8/31/2029 |
| $ | 2,189,891 |
|
|
| 2,148,174 |
|
|
| 2,100,105 |
|
|
| 0.97 | % |
| F |
AmeriLife Holdings, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.15 | % |
| 8/31/2029 |
| $ | 364,982 |
|
|
| 354,499 |
|
|
| 342,535 |
|
|
| 0.16 | % |
| F |
AmeriLife Holdings, LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 9.58 | % |
| 8/31/2028 |
| $ | - |
|
|
| (5,168 | ) |
|
| (11,223 | ) |
|
| (0.01 | )% |
| E/F |
Integrity Marketing Acquisition, LLC |
| First Lien Incremental Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 10.82 | % |
| 8/27/2025 |
| $ | 2,880,792 |
|
|
| 2,830,915 |
|
|
| 2,857,745 |
|
|
| 1.32 | % |
| F |
Integrity Marketing Acquisition, LLC |
| Sr Secured Incremental Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 10.82 | % |
| 8/27/2025 |
| $ | - |
|
|
| (220,950 | ) |
|
| (23,046 | ) |
|
| (0.01 | )% |
| E/F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.21 | % |
| 11/1/2028 |
| $ | 2,125,020 |
|
|
| 2,097,934 |
|
|
| 2,020,894 |
|
|
| 0.93 | % |
| F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Delayed Draw Term Loan |
| SOFR(S) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.11 | % |
| 11/1/2028 |
| $ | 790,238 |
|
|
| 777,844 |
|
|
| 749,361 |
|
|
| 0.35 | % |
| F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Delayed Draw Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.21 | % |
| 11/1/2027 |
| $ | 590,283 |
|
|
| 583,048 |
|
|
| 561,360 |
|
|
| 0.26 | % |
| F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 11.12 | % |
| 11/1/2028 |
| $ | 362,232 |
|
|
| 357,234 |
|
|
| 345,932 |
|
|
| 0.16 | % |
| F |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 9.15 | % |
| 11/1/2027 |
| $ | - |
|
|
| (1,203 | ) |
|
| (4,869 | ) |
|
| 0.00 | % |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9,610,916 |
|
|
| 9,613,374 |
|
|
| 4.44 | % |
|
| |||||
Internet Software & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Anaconda, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 11.86 | % |
| 8/22/2027 |
| $ | 843,157 |
|
|
| 835,131 |
|
|
| 831,352 |
|
|
| 0.38 | % |
| F |
Astra Acquisition Corp. (Anthology) |
| Second Lien Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
|
| 8.88 | % |
|
| 13.26 | % |
| 10/25/2029 |
| $ | 2,853,861 |
|
|
| 2,801,791 |
|
|
| 2,568,475 |
|
|
| 1.20 | % |
|
|
Civic Plus, LLC |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
| 4.25% Cash + 2.50% PIK |
|
|
| 11.48 | % |
| 8/25/2027 |
| $ | 956,817 |
|
|
| 940,269 |
|
|
| 931,270 |
|
|
| 0.43 | % |
| F | |
Civic Plus, LLC |
| First Lien Delay Draw Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
| 4.25% Cash + 2.50% PIK |
|
|
| 11.48 | % |
| 8/25/2027 |
| $ | 243,022 |
|
|
| 239,156 |
|
|
| 236,533 |
|
|
| 0.11 | % |
| F | |
Civic Plus, LLC |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 7.51 | % |
| 8/25/2027 |
| $ | - |
|
|
| (751 | ) |
|
| (1,292 | ) |
|
| 0.00 | % |
| E/F |
Civic Plus, LLC |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 7.51 | % |
| 8/25/2027 |
| $ | - |
|
|
| (780 | ) |
|
| (1,166 | ) |
|
| 0.00 | % |
| E/F |
Gympass US, LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
| 4.00% Cash + 4.00% PIK |
|
|
| 12.77 | % |
| 7/8/2027 |
| $ | 766,168 |
|
|
| 759,138 |
|
|
| 753,143 |
|
|
| 0.35 | % |
| F | |
InMoment, Inc. |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.75 | % |
| 5.00% cash + 2.50% PIK |
|
|
| 11.58 | % |
| 6/8/2028 |
| $ | 4,550,178 |
|
|
| 4,465,712 |
|
|
| 4,445,069 |
|
|
| 2.06 | % |
| F | |
Madison Logic Holdings, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 11.58 | % |
| 12/29/2028 |
| $ | 2,188,849 |
|
|
| 2,123,226 |
|
|
| 2,123,184 |
|
|
| 0.98 | % |
| F |
Madison Logic Holdings, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 11.58 | % |
| 12/30/2027 |
| $ | - |
|
|
| (4,713 | ) |
|
| (4,713 | ) |
|
| 0.00 | % |
| E/F |
Magenta Buyer, LLC (McAfee) |
| Second Lien Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 8.25 | % |
|
| 12.67 | % |
| 7/27/2029 |
| $ | 3,000,000 |
|
|
| 2,962,741 |
|
|
| 2,385,000 |
|
|
| 1.10 | % |
|
|
Magenta Buyer, LLC (McAfee) |
| First Lien Incremental Term Loan |
| Fixed |
|
| - |
|
|
| 12.00 | % |
|
| 12.00 | % |
| 7/27/2028 |
| $ | 303,330 |
|
|
| 272,997 |
|
|
| 283,614 |
|
|
| 0.13 | % |
|
|
Pluralsight, Inc. |
| First Lien Incremental Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 8.00 | % |
|
| 11.83 | % |
| 4/6/2027 |
| $ | 1,020,610 |
|
|
| 1,004,564 |
|
|
| 980,807 |
|
|
| 0.45 | % |
| F |
Reveal Data Corporation et al |
| First Lien FILO Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 9.92 | % |
| 3/9/2028 |
| $ | 1,117,467 |
|
|
| 1,093,022 |
|
|
| 1,080,702 |
|
|
| 0.50 | % |
| F |
Sailpoint Technologies Holdings, Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.58 | % |
| 8/16/2029 |
| $ | 1,632,483 |
|
|
| 1,600,730 |
|
|
| 1,583,019 |
|
|
| 0.73 | % |
| F |
Sailpoint Technologies Holdings, Inc. |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.58 | % |
| 8/16/2028 |
| $ | - |
|
|
| (2,486 | ) |
|
| (3,856 | ) |
|
| 0.00 | % |
| E/F |
Suited Connector, LLC |
| First Lien Term Loan |
| LIBOR(S) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.92 | % |
| 12/1/2027 |
| $ | 1,343,027 |
|
|
| 1,319,710 |
|
|
| 1,077,107 |
|
|
| 0.50 | % |
| F |
Suited Connector, LLC |
| Sr Secured Revolver |
| LIBOR(S) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.98 | % |
| 12/1/2027 |
| $ | 218,645 |
|
|
| 214,970 |
|
|
| 175,353 |
|
|
| 0.08 | % |
| F |
Suited Connector, LLC |
| First Lien Delayed Draw Term Loan |
| LIBOR(S) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.92 | % |
| 12/1/2027 |
| $ | - |
|
|
| (5,382 | ) |
|
| (64,938 | ) |
|
| (0.03 | )% |
| E/F |
Tahoe Finco, LLC (Talend) |
| First Lien Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.29 | % |
| 10/1/2028 |
| $ | 4,481,637 |
|
|
| 4,404,306 |
|
|
| 4,329,710 |
|
|
| 2.00 | % |
| F |
Tahoe Finco, LLC (Talend) |
| Sr Secured Revolver |
| LIBOR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.29 | % |
| 10/1/2027 |
| $ | - |
|
|
| (5,531 | ) |
|
| (11,058 | ) |
|
| (0.01 | )% |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25,017,820 |
|
|
| 23,697,315 |
|
|
| 10.96 | % |
|
|
17
BlackRock Direct Lending Corp.
Schedule of Investments (Continued)
December 31, 2022
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Internet & Catalog Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
CommerceHub, Inc. |
| First Lien Term Loan |
| PRIME |
|
| 0.75 | % |
|
| 5.25 | % |
|
| 12.25 | % |
| 12/29/2027 |
| $ | 2,590,503 |
|
| $ | 2,412,581 |
|
| $ | 2,411,758 |
|
|
| 1.12 | % |
| F |
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Avalara, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.25 | % |
|
| 11.83 | % |
| 10/19/2028 |
| $ | 4,548,580 |
|
|
| 4,437,271 |
|
|
| 4,412,123 |
|
|
| 2.04 | % |
| F |
Avalara, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.25 | % |
|
| 11.83 | % |
| 10/19/2028 |
| $ | - |
|
|
| (11,004 | ) |
|
| (13,646 | ) |
|
| (0.01 | )% |
| E/F |
Ensono, Inc. |
| Second Lien Term Loan B |
| LIBOR(S) |
|
| 0.00 | % |
|
| 8.00 | % |
|
| 13.15 | % |
| 5/28/2029 |
| $ | 3,000,000 |
|
|
| 2,975,089 |
|
|
| 2,775,000 |
|
|
| 1.28 | % |
| F |
Idera, Inc. |
| Second Lien Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.75 | % |
|
| 10.50 | % |
| 3/2/2029 |
| $ | 1,137,871 |
|
|
| 1,130,925 |
|
|
| 944,433 |
|
|
| 0.44 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,532,281 |
|
|
| 8,117,910 |
|
|
| 3.75 | % |
|
| |||||
Leisure Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Peloton Interactive, Inc. |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.50 | % |
|
| 7.00 | % |
|
| 11.76 | % |
| 5/25/2027 |
| $ | 1,048,616 |
|
|
| 1,013,182 |
|
|
| 1,034,197 |
|
|
| 0.48 | % |
| D |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Life Sciences Tools & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Alcami Corporation |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 11.42 | % |
| 12/21/2028 |
| $ | 962,416 |
|
|
| 928,869 |
|
|
| 928,732 |
|
|
| 0.43 | % |
| F |
Alcami Corporation |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 11.42 | % |
| 12/21/2028 |
| $ | - |
|
|
| (2,793 | ) |
|
| (2,807 | ) |
|
| 0.00 | % |
| E/F |
Alcami Corporation |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 11.42 | % |
| 12/21/2028 |
| $ | - |
|
|
| (4,470 | ) |
|
| (4,491 | ) |
|
| 0.00 | % |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 921,606 |
|
|
| 921,434 |
|
|
| 0.43 | % |
|
| |||||
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Kid Distro Holdings, LLC |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 10.48 | % |
| 10/1/2027 |
| $ | 825,021 |
|
|
| 811,453 |
|
|
| 797,465 |
|
|
| 0.37 | % |
| F |
Kid Distro Holdings, LLC |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 10.48 | % |
| 10/1/2027 |
| $ | - |
|
|
| (1,184 | ) |
|
| (2,480 | ) |
|
| 0.00 | % |
| E/F |
NEP II, Inc. |
| Second Lien Term Loan |
| LIBOR(M) |
|
| 0.00 | % |
|
| 7.00 | % |
|
| 11.38 | % |
| 10/19/2026 |
| $ | 130,856 |
|
|
| 123,347 |
|
|
| 97,978 |
|
|
| 0.05 | % |
|
|
Streamland Media Midco LLC |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 11.11 | % |
| 8/31/2023 |
| $ | 3,424,072 |
|
|
| 3,382,571 |
|
|
| 3,266,565 |
|
|
| 1.50 | % |
| F |
Streamland Media Midco LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 11.11 | % |
| 8/31/2023 |
| $ | - |
|
|
| (13,187 | ) |
|
| (49,864 | ) |
|
| (0.02 | )% |
| E/F |
Terraboost Media Operating Company, LLC |
| First Lien Term Loan |
| Fixed |
|
| 1.00 | % |
|
| 10.00 | % |
|
| 8.14 | % |
| 8/23/2026 |
| $ | 1,427,599 |
|
|
| 1,403,464 |
|
|
| 1,323,384 |
|
|
| 0.61 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,706,464 |
|
|
| 5,433,048 |
|
|
| 2.51 | % |
|
| |||||
Paper & Forest Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Alpine Acquisition Corp II (48Forty) |
| First Lien Incremental Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.50 | % |
|
| 10.06 | % |
| 11/30/2026 |
| $ | 234,607 |
|
|
| 225,954 |
|
|
| 223,675 |
|
|
| 0.10 | % |
| F |
Alpine Acquisition Corp II (48Forty) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.50 | % |
|
| 9.76 | % |
| 11/30/2026 |
| $ | 265,627 |
|
|
| 258,494 |
|
|
| 252,851 |
|
|
| 0.12 | % |
| F |
Alpine Acquisition Corp II (48Forty) |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.50 | % |
|
| 9.76 | % |
| 11/30/2026 |
| $ | - |
|
|
| (6,634 | ) |
|
| (12,796 | ) |
|
| (0.01 | )% |
| E/F |
Alpine Acquisition Corp II (48Forty) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 5.50 | % |
|
| 9.76 | % |
| 11/30/2026 |
| $ | 3,729,989 |
|
|
| 3,658,589 |
|
|
| 3,550,576 |
|
|
| 1.65 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,136,403 |
|
|
| 4,014,306 |
|
|
| 1.86 | % |
|
| |||||
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cherry Bekaert Advisory, LLC |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 9.82 | % |
| 6/30/2028 |
| $ | 929,153 |
|
|
| 911,785 |
|
|
| 902,672 |
|
|
| 0.42 | % |
| F |
Cherry Bekaert Advisory, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 9.78 | % |
| 6/30/2028 |
| $ | 168,469 |
|
|
| 161,437 |
|
|
| 157,606 |
|
|
| 0.07 | % |
| F |
Cherry Bekaert Advisory, LLC |
| Sr Secured Revolver |
| SOFR(M) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 9.82 | % |
| 6/30/2028 |
| $ | 57,173 |
|
|
| 53,660 |
|
|
| 51,741 |
|
|
| 0.02 | % |
| F |
DTI Holdco, Inc. (Epiq Systems, Inc.) |
| Second Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 7.75 | % |
|
| 11.84 | % |
| 4/26/2030 |
| $ | 1,988,125 |
|
|
| 1,950,823 |
|
|
| 1,835,701 |
|
|
| 0.85 | % |
|
|
GI Consilio Parent, LLC |
| Second Lien Term Loan |
| LIBOR(M) |
|
| 0.50 | % |
|
| 7.50 | % |
|
| 11.88 | % |
| 5/14/2029 |
| $ | 3,000,000 |
|
|
| 2,975,981 |
|
|
| 2,877,000 |
|
|
| 1.33 | % |
| F |
ICIMS, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 3.38% Cash + 3.88% PIK |
|
|
| 11.52 | % |
| 8/18/2028 |
| $ | 4,391,188 |
|
|
| 4,317,018 |
|
|
| 4,224,761 |
|
|
| 1.95 | % |
| F | |
ICIMS, Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 3.38% Cash + 3.88% PIK |
|
|
| 11.52 | % |
| 8/18/2028 |
| $ | - |
|
|
| (19,160 | ) |
|
| (44,205 | ) |
|
| (0.02 | )% |
| E/F | |
ICIMS, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.75 | % |
|
| 11.02 | % |
| 8/18/2028 |
| $ | - |
|
|
| (6,872 | ) |
|
| (15,850 | ) |
|
| (0.01 | )% |
| E/F |
JobandTalent USA, Inc. (United Kingdom) |
| First Lien Term Loan (3.0% Exit Fee) |
| SOFR(M) |
|
| 1.00 | % |
|
| 8.75 | % |
|
| 13.19 | % |
| 2/17/2025 |
| $ | 4,272,200 |
|
|
| 4,211,246 |
|
|
| 4,169,667 |
|
|
| 1.93 | % |
| B/F/I |
JobandTalent USA, Inc. (United Kingdom) |
| First Lien Delayed Draw Term Loan (3.0% Exit Fee) |
| SOFR(M) |
|
| 1.00 | % |
|
| 8.75 | % |
|
| 13.19 | % |
| 2/17/2025 |
| $ | 1,750,000 |
|
|
| 1,728,525 |
|
|
| 1,708,000 |
|
|
| 0.79 | % |
| B/F |
Security Services Acquisition Sub Corp. (Protos) |
| First Lien Term Loan |
| LIBOR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 9.03 | % |
| 9/30/2026 |
| $ | 1,452,943 |
|
|
| 1,445,196 |
|
|
| 1,419,004 |
|
|
| 0.66 | % |
| F |
VT TopCo, Inc. (Veritext) |
| Second Lien Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
|
| 6.75 | % |
|
| 11.13 | % |
| 8/4/2026 |
| $ | 438,158 |
|
|
| 435,925 |
|
|
| 420,632 |
|
|
| 0.19 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 18,165,564 |
|
|
| 17,706,729 |
|
|
| 8.18 | % |
|
|
18
BlackRock Direct Lending Corp.
Schedule of Investments (Continued)
December 31, 2022
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity |
| Principal |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Real Estate Management & Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Greystone Affordable Housing Initiatives, LLC |
| First Lien Delayed Draw Term Loan |
| LIBOR(S) |
|
| 1.25 | % |
|
| 6.00 | % |
|
| 9.05 | % |
| 3/2/2026 |
| $ | 2,800,000 |
|
| $ | 2,800,000 |
|
| $ | 2,766,400 |
|
|
| 1.28 | % |
| C/F |
Greystone Select Company II, LLC (Passco) |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 1.50 | % |
|
| 6.50 | % |
|
| 10.94 | % |
| 3/21/2027 |
| $ | - |
|
|
| (45,127 | ) |
|
| (48,041 | ) |
|
| (0.02 | )% |
| E/F |
Greystone Select Company II, LLC (Passco) |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.50 | % |
|
| 6.50 | % |
|
| 10.94 | % |
| 3/21/2027 |
| $ | 1,847,720 |
|
|
| 1,814,206 |
|
|
| 1,814,462 |
|
|
| 0.84 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,569,079 |
|
|
| 4,532,821 |
|
|
| 2.10 | % |
|
| |||||
Road & Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Motive Technologies, Inc. (fka Keep Truckin, Inc.) |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 11.03 | % |
| 4/8/2025 |
| $ | 4,483,350 |
|
|
| 4,438,477 |
|
|
| 4,451,967 |
|
|
| 2.06 | % |
| F |
Motive Technologies, Inc. (fka Keep Truckin, Inc.) |
| First Lien Incremental Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 10.94 | % |
| 4/8/2025 |
| $ | 516,650 |
|
|
| 511,053 |
|
|
| 513,033 |
|
|
| 0.24 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,949,530 |
|
|
| 4,965,000 |
|
|
| 2.30 | % |
|
| |||||
Semiconductors & Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.25 | % |
|
| 10.67 | % |
| 12/29/2027 |
| $ | 753,979 |
|
|
| 740,746 |
|
|
| 715,650 |
|
|
| 0.33 | % |
|
|
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.42 | % |
| 12/29/2026 |
| $ | 131,075 |
|
|
| 99,252 |
|
|
| 109,062 |
|
|
| 0.05 | % |
| F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 839,998 |
|
|
| 824,712 |
|
|
| 0.38 | % |
|
| |||||
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Aerospike, Inc. |
| First Lien Term Loan |
| LIBOR(M) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 11.88 | % |
| 12/29/2025 |
| $ | 958,030 |
|
|
| 950,539 |
|
|
| 941,551 |
|
|
| 0.44 | % |
| F |
AlphaSense, Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 11.44 | % |
| 3/11/2027 |
| $ | 3,443,467 |
|
|
| 3,411,590 |
|
|
| 3,412,476 |
|
|
| 1.58 | % |
| F |
Aras Corporation |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
| 3.25% Cash + 3.75% PIK |
|
|
| 10.94 | % |
| 4/13/2027 |
| $ | 1,763,024 |
|
|
| 1,739,412 |
|
|
| 1,696,029 |
|
|
| 0.78 | % |
| F | |
Aras Corporation |
| Sr Secured Revolver |
| LIBOR(S) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 9.50 | % |
| 4/13/2027 |
| $ | 40,630 |
|
|
| 38,859 |
|
|
| 35,998 |
|
|
| 0.02 | % |
| F |
Backoffice Associates Holdings, LLC (Syniti) |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.75 | % |
|
| 12.00 | % |
| 4/30/2026 |
| $ | 1,964,301 |
|
|
| 1,922,786 |
|
|
| 1,911,265 |
|
|
| 0.88 | % |
| F |
Backoffice Associates Holdings, LLC (Syniti) |
| Sr Secured Revolver |
| PRIME |
|
| 1.00 | % |
|
| 6.75 | % |
|
| 14.25 | % |
| 4/30/2026 |
| $ | 205,992 |
|
|
| 200,512 |
|
|
| 198,951 |
|
|
| 0.09 | % |
| F |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.98 | % |
| 9/8/2027 |
| $ | 2,559,435 |
|
|
| 2,528,255 |
|
|
| 2,480,860 |
|
|
| 1.15 | % |
| F |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
| First Lien Incremental Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.01 | % |
|
| 10.74 | % |
| 9/8/2027 |
| $ | 497,668 |
|
|
| 491,108 |
|
|
| 482,390 |
|
|
| 0.22 | % |
| F |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
| First Lien Delayed Draw Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.98 | % |
| 9/8/2027 |
| $ | 119,382 |
|
|
| 112,004 |
|
|
| 100,766 |
|
|
| 0.05 | % |
| F |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.98 | % |
| 9/8/2027 |
| $ | 93,324 |
|
|
| 90,347 |
|
|
| 85,621 |
|
|
| 0.04 | % |
| F |
Fusion Risk Management, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
| 3.25% Cash + 3.75% PIK |
|
|
| 11.40 | % |
| 8/30/2028 |
| $ | 3,815,832 |
|
|
| 3,734,405 |
|
|
| 3,686,094 |
|
|
| 1.70 | % |
| F | |
Fusion Risk Management, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 1.00 | % |
|
| 6.50 | % |
|
| 10.90 | % |
| 8/30/2028 |
| $ | - |
|
|
| (8,029 | ) |
|
| (12,851 | ) |
|
| (0.01 | )% |
| E/F |
Grey Orange Incorporated |
| First Lien Term Loan (3.75% Exit Fee) |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 12.23 | % |
| 5/6/2026 |
| $ | 611,185 |
|
|
| 602,434 |
|
|
| 603,790 |
|
|
| 0.28 | % |
| F/I |
Grey Orange Incorporated |
| First Lien Delayed Draw Term Loan (3.75% Exit Fee) |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.25 | % |
|
| 11.55 | % |
| 5/6/2026 |
| $ | 366,711 |
|
|
| 361,497 |
|
|
| 359,316 |
|
|
| 0.17 | % |
| F/I |
GTY Technology Holdings Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 2.58% Cash + 4.30% PIK |
|
|
| 11.46 | % |
| 7/9/2029 |
| $ | 1,788,305 |
|
|
| 1,755,168 |
|
|
| 1,731,079 |
|
|
| 0.80 | % |
| F | |
GTY Technology Holdings Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
| 2.58% Cash + 4.30% PIK |
|
|
| 11.40 | % |
| 7/9/2029 |
| $ | 1,381,603 |
|
|
| 1,355,844 |
|
|
| 1,337,392 |
|
|
| 0.62 | % |
| F | |
GTY Technology Holdings Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.83 | % |
| 7/9/2029 |
| $ | - |
|
|
| (5,964 | ) |
|
| (10,190 | ) |
|
| 0.00 | % |
| E/F |
Howlco, LLC, (Lone Wolf) |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.69 | % |
| 10/23/2026 |
| $ | 736,890 |
|
|
| 731,257 |
|
|
| 704,909 |
|
|
| 0.33 | % |
| F |
Integrate.com, Inc. (Infinity Data, Inc.) |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
| 3.00% Cash + 3.00% PIK |
|
|
| 10.34 | % |
| 12/17/2027 |
| $ | 3,457,323 |
|
|
| 3,381,276 |
|
|
| 3,353,603 |
|
|
| 1.55 | % |
| F | |
Integrate.com, Inc. (Infinity Data, Inc.) |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.28 | % |
| 12/17/2027 |
| $ | - |
|
|
| (8,309 | ) |
|
| (15,056 | ) |
|
| (0.01 | )% |
| E/F |
Integrate.com, Inc. (Infinity Data, Inc.) |
| Sr Secured Revolver |
| SOFR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.28 | % |
| 12/17/2027 |
| $ | - |
|
|
| (4,155 | ) |
|
| (7,528 | ) |
|
| 0.00 | % |
| E/F |
JOBVITE, Inc. (Employ, Inc.) |
| First Lien Term Loan |
| SOFR(S) |
|
| 0.75 | % |
|
| 8.00 | % |
|
| 10.93 | % |
| 8/7/2028 |
| $ | 2,796,125 |
|
|
| 2,728,636 |
|
|
| 2,701,616 |
|
|
| 1.25 | % |
| F |
Kaseya, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.33 | % |
| 6/25/2029 |
| $ | 3,448,180 |
|
|
| 3,398,714 |
|
|
| 3,344,735 |
|
|
| 1.55 | % |
| F |
Kaseya, Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.33 | % |
| 6/25/2029 |
| $ | - |
|
|
| (2,926 | ) |
|
| (6,323 | ) |
|
| 0.00 | % |
| E/F |
Kaseya, Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.33 | % |
| 6/25/2029 |
| $ | - |
|
|
| (2,926 | ) |
|
| (6,323 | ) |
|
| 0.00 | % |
| E/F |
Kong Inc. |
| First Lien Term Loan |
| SOFR(M) |
|
| 1.00 | % |
| 5.50% Cash + 3.25% PIK |
|
|
| 12.99 | % |
| 11/1/2027 |
| $ | 913,314 |
|
|
| 895,162 |
|
|
| 895,048 |
|
|
| 0.41 | % |
| F | |
Lightspeed Solutions, LLC |
| First Lien Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 10.82 | % |
| 3/1/2028 |
| $ | 2,284,015 |
|
|
| 2,243,072 |
|
|
| 2,210,013 |
|
|
| 1.02 | % |
| F |
Lightspeed Solutions, LLC |
| First Lien Delayed Draw Term Loan |
| SOFR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 9.04 | % |
| 3/1/2028 |
| $ | - |
|
|
| (12,659 | ) |
|
| (23,795 | ) |
|
| (0.01 | )% |
| E/F |
Nvest, Inc. (SigFig) |
| First Lien Term Loan |
| SOFR(S) |
|
| 1.00 | % |
|
| 7.50 | % |
|
| 11.49 | % |
| 9/15/2025 |
| $ | 932,814 |
|
|
| 920,552 |
|
|
| 909,120 |
|
|
| 0.42 | % |
| F |
19
BlackRock Direct Lending Corp.
Schedule of Investments (Continued)
December 31, 2022
Issuer |
| Instrument |
| Ref |
| Floor |
|
| Spread |
|
| Total |
|
| Maturity / Expiration |
| Principal / Shares |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | |||||||
Debt Investments (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Software (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Oak Purchaser, Inc. (DaySmart) |
| First Lien Term Loan (1.0% Exit Fee) |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 9.48 | % |
| 4/28/2028 |
| $ | 650,015 |
|
| $ | 643,515 |
|
| $ | 627,915 |
|
|
| 0.29 | % |
| F/I |
Oak Purchaser, Inc. (DaySmart) |
| First Lien Delayed Draw Term Loan (1.0% Exit Fee) |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 9.48 | % |
| 4/28/2028 |
| $ | 145,603 |
|
|
| 141,270 |
|
|
| 130,870 |
|
|
| 0.06 | % |
| F/I |
Oak Purchaser, Inc. (DaySmart) |
| Sr Secured Revolver (1.0% Exit Fee) |
| SOFR(Q) |
|
| 0.75 | % |
|
| 5.50 | % |
|
| 9.48 | % |
| 4/28/2028 |
| $ | - |
|
|
| (867 | ) |
|
| (2,947 | ) |
|
| 0.00 | % |
| E/F/I |
Oversight Systems, Inc. |
| First Lien Term Loan |
| LIBOR(M) |
|
| 1.00 | % |
|
| 5.25 | % |
|
| 11.38 | % |
| 9/24/2026 |
| $ | 614,725 |
|
|
| 605,110 |
|
|
| 590,136 |
|
|
| 0.27 | % |
| F |
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
| 4.50% Cash + 3.00% PIK |
|
|
| 12.25 | % |
| 3/31/2027 |
| $ | 1,507,752 |
|
|
| 1,485,105 |
|
|
| 1,480,612 |
|
|
| 0.68 | % |
| B/F | |
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 12.25 | % |
| 3/31/2027 |
| $ | - |
|
|
| (2,308 | ) |
|
| (2,926 | ) |
|
| 0.00 | % |
| B/E/F |
Smarsh, Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.29 | % |
| 2/19/2029 |
| $ | 1,958,057 |
|
|
| 1,922,614 |
|
|
| 1,869,944 |
|
|
| 0.86 | % |
| F |
Smarsh, Inc. |
| First Lien Delayed Draw Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.29 | % |
| 2/19/2029 |
| $ | 244,757 |
|
|
| 236,168 |
|
|
| 222,729 |
|
|
| 0.10 | % |
| F |
Smarsh, Inc. |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.29 | % |
| 2/19/2029 |
| $ | - |
|
|
| (2,146 | ) |
|
| (5,507 | ) |
|
| 0.00 | % |
| E/F |
Thunder Purchaser, Inc. (Vector Solutions) |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 10.48 | % |
| 6/30/2028 |
| $ | 2,706,475 |
|
|
| 2,660,977 |
|
|
| 2,545,710 |
|
|
| 1.18 | % |
| F |
Thunder Purchaser, Inc. (Vector Solutions) |
| First Lien Delayed Draw Term Loan |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 10.48 | % |
| 6/30/2028 |
| $ | 741,955 |
|
|
| 729,589 |
|
|
| 697,883 |
|
|
| 0.32 | % |
| F |
Thunder Purchaser, Inc. (Vector Solutions) |
| Sr Secured Revolver |
| LIBOR(Q) |
|
| 1.00 | % |
|
| 5.75 | % |
|
| 10.48 | % |
| 6/30/2028 |
| $ | 70,093 |
|
|
| 66,839 |
|
|
| 57,950 |
|
|
| 0.03 | % |
| F |
Zendesk Inc. |
| First Lien Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.04 | % |
| 11/22/2028 |
| $ | 2,943,351 |
|
|
| 2,884,675 |
|
|
| 2,884,484 |
|
|
| 1.33 | % |
| F |
Zendesk Inc. |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.04 | % |
| 11/22/2028 |
| $ | - |
|
|
| (14,449 | ) |
|
| (14,717 | ) |
|
| (0.01 | )% |
| E/F |
Zendesk Inc. |
| Sr Secured Revolver |
| SOFR(Q) |
|
| 0.75 | % |
|
| 6.50 | % |
|
| 11.04 | % |
| 11/22/2028 |
| $ | - |
|
|
| (5,954 | ) |
|
| (6,060 | ) |
|
| 0.00 | % |
| E/F |
Zilliant Incorporated |
| First Lien Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
| 2.00% Cash + 4.50% PIK |
|
|
| 10.85 | % |
| 12/21/2027 |
| $ | 2,325,359 |
|
|
| 2,287,128 |
|
|
| 2,181,187 |
|
|
| 1.01 | % |
| F | |
Zilliant Incorporated |
| First Lien Delayed Draw Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.85 | % |
| 12/21/2027 |
| $ | - |
|
|
| (9,219 | ) |
|
| (34,444 | ) |
|
| (0.02 | )% |
| E/F |
Zilliant Incorporated |
| Sr Secured Revolver |
| LIBOR(M) |
|
| 0.75 | % |
|
| 6.00 | % |
|
| 10.35 | % |
| 12/21/2027 |
| $ | - |
|
|
| (3,687 | ) |
|
| (13,778 | ) |
|
| (0.01 | )% |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 47,172,821 |
|
|
| 46,309,597 |
|
|
| 21.41 | % |
|
| |||||
Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Hanna Andersson, LLC |
| First Lien Term Loan |
| LIBOR(M) |
|
| 1.00 | % |
|
| 6.00 | % |
|
| 10.29 | % |
| 7/2/2026 |
| $ | 2,941,719 |
|
|
| 2,897,409 |
|
|
| 2,803,458 |
|
|
| 1.30 | % |
| F |
Supergoop, LLC |
| First Lien Term Loan |
| LIBOR(M) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.13 | % |
| 12/29/2028 |
| $ | 536,578 |
|
|
| 526,961 |
|
|
| 518,013 |
|
|
| 0.23 | % |
| F |
Supergoop, LLC |
| Sr Secured Revolver |
| LIBOR(M) |
|
| 0.75 | % |
|
| 5.75 | % |
|
| 10.13 | % |
| 12/29/2028 |
| $ | - |
|
|
| (1,260 | ) |
|
| (2,513 | ) |
|
| 0.00 | % |
| E/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,423,110 |
|
|
| 3,318,958 |
|
|
| 1.53 | % |
|
| |||||
Technology Hardware, Storage & Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom) |
| First Lien Delayed Draw Term Loan |
| SOFR(Q) |
|
| 1.00 | % |
|
| 7.00 | % |
|
| 11.68 | % |
| 2/17/2026 |
| $ | 94,286 |
|
|
| 92,793 |
|
|
| 90,891 |
|
|
| 0.04 | % |
| B/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Wireless Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
OpenMarket, Inc. (Infobip) (United Kingdom) |
| First Lien Term Loan |
| LIBOR(Q) |
|
| 0.75 | % |
|
| 6.25 | % |
|
| 10.98 | % |
| 9/17/2026 |
| $ | 4,460,192 |
|
|
| 4,373,462 |
|
|
| 4,319,250 |
|
|
| 2.00 | % |
| B/F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Debt Investments - 121.6% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 218,924,162 |
|
|
| 212,884,161 |
|
|
| 98.43 | % |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Elevate Brands Holdco, Inc. |
| Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
| 3/14/2032 |
|
| 26,332 |
|
|
| - |
|
|
| 12,671 |
|
|
| 0.01 | % |
| F/G/H | |||
Elevate Brands Holdco, Inc. |
| Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
| 3/14/2032 |
|
| 13,166 |
|
|
| - |
|
|
| 10,166 |
|
|
| 0.00 | % |
| F/G/H | |||
PerchHQ, LLC |
| Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
| 10/15/2027 |
|
| 18,636 |
|
|
| - |
|
|
| 103,802 |
|
|
| 0.05 | % |
| F/G/H | |||
Razor Group GmbH (Germany) |
| Warrants to Purchase Preferred Series A1 Shares |
|
|
|
|
|
|
|
|
|
|
|
| 4/28/2028 |
|
| 61 |
|
|
| - |
|
|
| 235,592 |
|
|
| 0.10 | % |
| B/F/G/H | |||
Razor Group GmbH (Germany) |
| Warrants to Purchase Series C Shares |
|
|
|
|
|
|
|
|
|
|
|
| 4/28/2028 |
|
| 19 |
|
|
| - |
|
|
| 107,429 |
|
|
| 0.05 | % |
| B/F/G/H | |||
MXP Prime Platform GmbH (SellerX) (Germany) |
| Warrants to Purchase Preferred Series B Shares |
|
|
|
|
|
|
|
|
|
|
|
| 11/23/2028 |
|
| 8 |
|
|
| - |
|
|
| 16,323 |
|
|
| 0.01 | % |
| B/F/G/H | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| 485,983 |
|
|
| 0.22 | % |
|
|
20
BlackRock Direct Lending Corp.
Schedule of Investments (Continued)
December 31, 2022
Issuer |
| Instrument |
|
|
|
|
|
|
|
|
| Expiration |
| Shares |
|
| Cost |
|
| Fair |
|
| % of Total |
|
| Notes | ||||
Equity Securities (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Worldremit Group Limited (United Kingdom) |
| Warrants to Purchase Series D Stock |
|
|
|
|
|
|
|
|
| 2/11/2031 |
|
| 2,394 |
|
| $ | - |
|
| $ | 57,384 |
|
|
| 0.03 | % |
| B/F/G/H |
Worldremit Group Limited (United Kingdom) |
| Warrants to Purchase Series E Stock |
|
|
|
|
|
|
|
|
| 8/27/2031 |
|
| 299 |
|
|
| - |
|
|
| 2,165 |
|
|
| 0.00 | % |
| B/F/G/H |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| 59,549 |
|
|
| 0.03 | % |
|
| ||
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Grey Orange International Inc. |
| Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
| 5/6/2032 |
|
| 827 |
|
|
| 3,203 |
|
|
| 3,506 |
|
|
| 0.00 | % |
| F/G/H |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total Equity Securities - 0.3% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,203 |
|
|
| 549,038 |
|
|
| 0.25 | % |
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total Investments - 121.9% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 218,927,365 |
|
|
| 213,433,199 |
|
|
| 98.68 | % |
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and Cash Equivalents - 1.6% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,856,829 |
|
|
| 1.32 | % |
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total Cash and Investments - 123.5% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 216,290,029 |
|
|
| 100.00 | % |
|
|
Notes to Schedule of Investments:
(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.
(B) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(C) Deemed an investment company under Section 3(c) of the1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(D) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.
(E) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.
(F) Restricted security. (See Note 10)
(G) Non-income producing investment.
(H) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.
LIBOR or EURIBOR resets monthly (M), quarterly (Q) or semiannually (S).
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $116,204,730 and $13,227,195, respectively, for the year ended December 31, 2022. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2022 was $213,433,199, or 98.7% of total cash and investments of the Company. As of December 31, 2022, approximately 14.1% of the total assets of the Company were not-qualifying assets under Section 55(a) of the 1940 Act.
See accompanying notes to the financial statements.
21
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited)
September 30, 2023
1. Organization and Nature of Operations
BlackRock Direct Lending Corp. (the “Company”) is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to achieve high risk-adjusted returns produced from current income generated by investing primarily in senior secured corporate debt instruments. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020.
The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.
BlackRock Capital Investment Advisors, LLC, a wholly owned, indirect subsidiary of BlackRock, Inc., serves as the advisor of the Company (the "Advisor"). BlackRock Financial Management, Inc. serves as the administrator of the Company (the “Administrator”), and is affiliated with the Advisor. Company management consists of the Advisor and the Company’s board of directors (the "Board of Directors"). The Advisor directs and executes the day-to-day operations of the Company, subject to oversight from the Board of Directors, which sets the broad policies of the Company. The Board of Directors of the Company has delegated investment management of the Company’s assets to the Advisor. The Board of Directors consists of five persons, three of whom are independent.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The following is a summary of the significant accounting policies of the Company.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.
Investment Valuation
Pursuant to Rule 2a-5 (the "Rule") under the 1940 Act, the Board of Directors designated the Advisor as the Company's valuation designee (the "Valuation Designee") to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rule.
Investments are recorded at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in the policies adopted by the Valuation Designee and approved by the Board of Directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.
All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Valuation Designee which in the aggregate comprise less than 5% of the capitalization of the Company. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation.
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies (Continued)
Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.
Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the Valuation Designee or, for investments aggregating less than 5% of the total assets of the Company, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee").
Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Valuation Designee’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions such as the current COVID-19 pandemic that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on the Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.
Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.
The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors.
In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal market in which the investment trades and enterprise values, among other factors.
Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.
At September 30, 2023, the Company’s investments were categorized as follows:
Level |
| Basis for Determining Fair Value |
| Bank Debt (1) |
|
| Equity |
|
| Total |
| |||
2 |
| Other direct and indirect observable market inputs (2) |
|
| 6,631,022 |
|
|
| — |
|
|
| 6,631,022 |
|
3 |
| Independent third-party valuation sources that employ significant unobservable inputs |
|
| 246,366,264 |
|
|
| 457,738 |
|
|
| 246,824,002 |
|
Total |
|
|
| $ | 252,997,286 |
|
| $ | 457,738 |
|
| $ | 253,455,024 |
|
23
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies (Continued)
Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2023 included the following:
Asset Type |
| Fair Value |
|
| Valuation Technique |
| Unobservable Input |
| Range (Weighted Avg.) (1) | |
Bank Debt |
| $ | 234,861,901 |
|
| Income approach |
| Discount rate |
| 10.5%-25.1% (13.5%) |
|
| 7,821,818 |
|
| Market quotations |
| Indicative bid/ask quotes |
| 1 (1) | |
|
|
| 3,108,401 |
|
| Market comparable companies |
| Revenue Multiples |
| 0.6x-1.0x (0.9x) |
|
|
| 574,144 |
|
| Option Pricing Model |
| EBITDA/Revenue multiples |
| 2.0x (2.0x) |
|
|
|
|
|
|
| Implied volatility |
| 65.0% (65.0%) | |
|
|
|
|
|
| Term |
| 1.5 years (1.5 years) | ||
Equity |
|
| 457,738 |
|
| Option Pricing Model |
| EBITDA/Revenue multiples |
| 0.6x-7.3x (2.1x) |
|
|
|
|
|
| Implied volatility |
| 50.0%-65.0% (57.2%) | ||
|
|
|
|
|
|
| Term |
| 1 year-2.8 years (2.1 years) | |
| $ | 246,824,002 |
|
|
|
|
|
|
|
Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% and 100%. Generally, a change in an unobservable input may result in a change to the value of an investment as follows:
Input |
| Impact to Value if Input Increases |
| Impact to Value if Input Decreases |
Discount rate |
| Decrease |
| Increase |
Revenue multiples |
| Increase |
| Decrease |
EBITDA multiples |
| Increase |
| Decrease |
Book value multiples |
| Increase |
| Decrease |
Implied volatility |
| Increase |
| Decrease |
Term |
| Increase |
| Decrease |
Yield |
| Increase |
| Decrease |
24
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies (Continued)
Changes in investments categorized as Level 3 during the three months ended September 30, 2023 were as follows:
|
| Independent Third-Party Valuation |
| |||||||||
|
| Bank Debt |
|
| Equity |
|
| Total |
| |||
Beginning balance |
| $ | 224,881,168 |
|
| $ | 385,031 |
|
| $ | 225,266,199 |
|
Net realized and unrealized gains (losses) |
|
| 1,320,565 |
|
|
| 72,707 |
|
|
| 1,393,272 |
|
Acquisitions (1) |
|
| 25,744,357 |
|
|
| — |
|
|
| 25,744,357 |
|
Dispositions |
|
| (8,176,805 | ) |
|
| — |
|
|
| (8,176,805 | ) |
Transfers into Level 3 (2) |
|
| 2,596,979 |
|
|
| — |
|
|
| 2,596,979 |
|
Ending balance |
| $ | 246,366,264 |
|
| $ | 457,738 |
|
| $ | 246,824,002 |
|
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) |
| $ | 1,538,289 |
|
| $ | 112,721 |
|
| $ | 1,651,010 |
|
__________________________
Changes in investments categorized as Level 3 during the nine months ended September 30, 2023 were as follows:
|
| Independent Third-Party Valuation |
| |||||||||
|
| Bank Debt |
|
| Equity |
|
| Total |
| |||
Beginning balance |
| $ | 202,878,661 |
|
| $ | 549,038 |
|
| $ | 203,427,699 |
|
Net realized and unrealized gains (losses) |
|
| 1,218,464 |
|
|
| (91,300 | ) |
|
| 1,127,164 |
|
Acquisitions (1) |
|
| 53,856,594 |
|
|
| — |
|
|
| 53,856,594 |
|
Dispositions |
|
| (15,519,401 | ) |
|
| — |
|
|
| (15,519,401 | ) |
Transfers into Level 3 (2) |
|
| 3,931,946 |
|
|
| — |
|
|
| 3,931,946 |
|
Ending balance |
| $ | 246,366,264 |
|
| $ | 457,738 |
|
| $ | 246,824,002 |
|
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) |
| $ | 1,096,680 |
|
| $ | 35,340 |
|
| $ | 1,132,020 |
|
____________________________
At December 31, 2022, the Company’s investments were categorized as follows:
Level |
| Basis for Determining Fair Value |
| Bank Debt (1) |
|
| Equity |
|
| Total |
| |||
2 |
| Other direct and indirect observable market inputs (2) |
|
| 10,005,500 |
|
|
| — |
|
|
| 10,005,500 |
|
3 |
| Independent third-party valuation sources that |
|
| 202,878,661 |
|
|
| 549,038 |
|
|
| 203,427,699 |
|
Total |
|
|
| $ | 212,884,161 |
|
| $ | 549,038 |
|
| $ | 213,433,199 |
|
25
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies (Continued)
Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2022 included the following:
Asset Type |
| Fair Value |
|
| Valuation Technique |
| Unobservable Input |
| Range (Weighted Avg.) (1) | |
Bank Debt |
| $ | 195,352,498 |
|
| Income approach |
| Discount rate |
| 9.4% - 17.9% (12.6%) |
|
| 6,926,778 |
|
| Market quotations |
| Indicative bid/ask quotes |
| 1 (1) | |
|
|
| 599,385 |
|
| Option Pricing Model |
| Implied volatility |
| 65.0% (65.0%) |
|
|
|
|
|
| Term |
| 2.3 years (2.3 years) | ||
Equity |
|
| 103,803 |
|
| Market comparable companies |
| Revenue Multiples |
| 1.5x (1.5x) |
|
| 445,235 |
|
| Option Pricing Model |
| EBITDA/Revenue multiples |
| 2.5x-12.5x (4.4x ) | |
|
|
|
|
|
|
| Implied volatility |
| 55.0%-65.0% (63.8%) | |
|
|
|
|
|
|
| Term |
| 1 year-4.3 years (2.4 years) | |
| $ | 203,427,699 |
|
|
|
|
|
|
|
Changes in investments categorized as Level 3 during the three months ended September 30, 2022 were as follows:
|
| Independent Third-Party Valuation |
| |||||||||
|
| Bank Debt |
|
| Equity |
|
| Total |
| |||
Beginning balance |
| $ | 147,014,347 |
|
| $ | 800,359 |
|
| $ | 147,814,706 |
|
Net realized and unrealized gains (losses) |
|
| (1,033,662 | ) |
|
| 58,749 |
|
|
| (974,913 | ) |
Acquisitions (1) |
|
| 44,337,284 |
|
|
| — |
|
|
| 44,337,284 |
|
Dispositions |
|
| (4,887,033 | ) |
|
| — |
|
|
| (4,887,033 | ) |
Ending balance |
| $ | 185,430,936 |
|
| $ | 859,108 |
|
| $ | 186,290,044 |
|
|
|
|
|
|
|
|
|
| ||||
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) |
| $ | (1,064,489 | ) |
| $ | 58,749 |
|
| $ | (1,005,740 | ) |
__________________________
26
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies (Continued)
Changes in investments categorized as Level 3 during the nine months ended September 30, 2022 were as follows:
|
| Independent Third-Party Valuation |
| |||||||||
|
| Bank Debt |
|
| Equity |
|
| Total |
| |||
Beginning balance |
| $ | 108,058,825 |
|
| $ | 650,891 |
|
| $ | 108,709,716 |
|
Net realized and unrealized gains (losses) |
|
| (3,613,846 | ) |
|
| 205,014 |
|
|
| (3,408,832 | ) |
Acquisitions(1) |
|
| 88,266,836 |
|
|
| 3,203 |
|
|
| 88,270,039 |
|
Dispositions |
|
| (9,335,748 | ) |
|
| — |
|
|
| (9,335,748 | ) |
Transfers into Level 3 (2) |
|
| 2,811,729 |
|
|
| — |
|
|
| 2,811,729 |
|
Transfers out of Level 3 (3) |
|
| (756,860 | ) |
|
| — |
|
|
| (756,860 | ) |
Ending balance |
| $ | 185,430,936 |
|
| $ | 859,108 |
|
| $ | 186,290,044 |
|
|
|
|
|
|
|
|
|
| ||||
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) |
| $ | (3,545,189 | ) |
| $ | 205,013 |
|
| $ | (3,340,176 | ) |
_____________________________
Investment Transactions
Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.
Cash and Cash Equivalents
Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. At September 30, 2023, included in cash and cash equivalents was $2,483,671 (1.1% of net assets) held in the JPMorgan U.S. Treasury Plus Money Market Fund with a 7-day yield of 5.18%. At December 31, 2022, included in cash and cash equivalents was $1,113,076 (0.6% of net assets) held in the JPMorgan U.S. Treasury Plus Money Market Fund with a 7-day yield of 4.12%. There was no restricted cash at September 30, 2023 or December 31, 2022.
Restricted Investments
The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Schedules of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.
27
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies (Continued)
Foreign Currency Investments
The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Such positions are converted at the respective closing foreign exchange rates in effect at September 30, 2023 and December 31, 2022 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments. The Company did not hold any investments denominated in foreign currency at September 30, 2023 and December 31, 2022.
Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. Government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. Government.
Organization and Offering Costs
Costs incurred to organize the Company are expensed as incurred. During the period from November 30, 2020 (inception) to December 31, 2022, the Company incurred $71,685 in organizational expenses. During the nine months ended September 30, 2023, the Company did not incur any additional organizational expenses. From November 30, 2020 through September 30, 2023, the Company had incurred a total of $267,621 in offering costs, of which $205,176 has been charged to paid-in capital. Remaining offering costs will be charged to paid-in capital as additional capital commitments are called. The Company will not bear more than $1,000,000 for organization and offering costs.
Deferred Debt Issuance Costs
Certain costs incurred in connection with the issuance of debt of the Company were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.
Revenue Recognition
Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.
Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.
Income Taxes
The Company intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the financial statements. In accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its financial statements the effect of a tax position when it is determined that such position is more likely than not, based on the technical merits, to be sustained upon examination.
28
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies (Continued)
The tax returns of the Company remain open for examination by tax authorities for a period of three years from the date they are filed. No such examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of September 30, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the financial statements.
The final tax characterization of distributions is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to stockholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2022, the Company had no non-expiring capital loss carryforwards available to offset future realized capital gains.
As of December 31, 2022, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
|
| December 31, 2022 |
| |
Tax basis of investments |
| $ | 218,927,365 |
|
|
|
| ||
Unrealized appreciation |
|
| 958,845 |
|
Unrealized depreciation |
|
| (6,453,009 | ) |
Net unrealized appreciation (depreciation) |
| $ | (5,494,164 | ) |
Recent Accounting Pronouncements
In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset date of Topic 848, which deferred the sunset date of this guidance to December 31, 2024. The Company is currently evaluating the impact of adopting ASU 2020-04 on its financial statements.
3. Management Fees, Incentive Fees and Other Expenses
On November 30, 2020, the Company entered into an investment management agreement with the Advisor (the “Investment Management Agreement”). Under the Investment Management Agreement, the Advisor, for its service to the Company, is entitled to receive a management fee from the Company and an incentive fee. The management fee is calculated at an annual rate of 0.90% of the Company’s total assets (excluding cash and cash equivalents) and payable quarterly in arrears. For the period from the date the Company first issues shares of common stock to one or more investors (other than the Advisor and its affiliates) through the end of the first calendar quarter, no management fee was payable. Subsequently, the management fee is calculated based on the value of the Company’s total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The management fees for any partial quarter are appropriately prorated.
Incentive fee is only incurred to the extent the Company’s cumulative total return (after incentive fee) exceeds a 6% annual rate on daily weighted-average unreturned capital contributions. Subject to that limitation, incentive fee is calculated on net investment income (before incentive fee) and net realized gains (net of any unrealized depreciation) at a rate of 12.5%. Incentive fee is computed as the difference between incentive fee earned and incentive fee paid, subject to the total return hurdle, on a cumulative basis, and is payable quarterly in arrears. As of September 30, 2023, the Company's cumulative performance exceeded the total return hurdle, and as such the incentive fees for the three months and nine months ended September 30, 2023 were $863,801 and $3,665,612, respectively. The Company’s cumulative performance exceeded the total return hurdle as of March 31, 2022 but did not exceed the total return hurdle as of September 30, 2022, and as such the Company recorded $0 in incentive fees for the three months ended September 30, 2022 and $201,710 for the nine months ended September 30, 2022.
29
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
3. Management Fees, Incentive Fees and Other Expenses (Continued)
Incentive fees on capital gains accrued on a liquidation basis (but not payable) under GAAP for the three and nine months ended September 30, 2023 were $0. Incentive fees on capital gains accrued on a liquidation basis (but not payable) under GAAP for the three months ended September 30, 2022, were $0 and ($165,778) for the nine months ended September 30, 2022. There can be no assurance that unrealized capital appreciation and depreciation will be realized in the future, or that any accrued capital gains incentive fee will become payable under the Investment Management Agreement. Incentive fee amounts on capital gains actually paid by the Company will specifically exclude consideration of unrealized capital appreciation, consistent with requirements under the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Management Agreement.
The Company bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.
4. Debt
On December 11, 2020, the Company issued to each of 110 separate investors an unsecured promissory note with a principal amount of $1,000, at par. The Company pays interest on the unpaid principal amount of the notes at a rate of 12.00% per annum payable semi-annually in arrears. The notes mature on December 31, 2050.
On June 18, 2021, the Company entered into a three-year revolving line of credit with Sumitomo Mitsui Banking Corporation as administrative agent, lead arranger and as a lender, with a capacity of up to $75.0 million, secured by the unfunded equity commitments of the Company’s investors (the “Capital Call Facility”). On June 15, 2023, the Capital Call Facility was amended to extend its maturity from June 16, 2023 to June 16, 2024 and to reduce the capacity from $75.0 million to $40.0 million. Prior to the amendment, interest on the Capital Call Facility accrued at a rate equal to LIBOR plus 1.95% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 0.95%, the Federal Funds Rate plus 1.45%, or one-month LIBOR plus 1.95%, whichever was highest. Effective June 15, 2023, interest on the Capital Call Facility accrues at a rate equal to SOFR plus 2.25% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 1.25%, or the Federal Funds Rate plus 1.45%, or one-month SOFR plus 2.25%, whichever is highest. Commitment fees on the Capital Call Facility accrue at a rate of 0.25% per annum when the undrawn amount of the commitment is less than 50%, and 0.30% per annum when the unused portion is equal to or greater than fifty percent (50%).
Total expenses related to debt included the following:
|
| Nine Months Ended September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Interest expense |
| $ | 1,913,891 |
|
| $ | 942,193 |
|
Amortization of deferred debt issuance costs |
|
| 172,932 |
|
|
| 232,076 |
|
Commitment fees |
|
| 43,316 |
|
|
| 61,960 |
|
Total |
| $ | 2,130,139 |
|
| $ | 1,236,229 |
|
At September 30, 2023, there was $27.5 million of debt outstanding under the Capital Call Facility, with a weighted-average interest rate, excluding fees of 7.60%. At December 31, 2022, there was $37.5 million of debt outstanding under the Capital Call Facility, with a weighted-average interest rate, excluding fees of 3.94%. Outstanding debt is carried at amortized cost in the Statements of Assets and Liabilities. As of September 30, 2023 and December 31, 2022, the estimated fair value of the outstanding debt approximated their carrying values.
5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk
The Company conducts business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the Boston area.
In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers, and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from
30
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk (Continued)
counterparties with whom it conducts business. Consistent with standard business practice, the Company enters into contracts that contain a variety of indemnifications and is engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.
The Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at September 30, 2023 and December 31, 2022 as follows:
|
|
|
| Unfunded Balances |
| |||||
Issuer |
| Maturity |
| September 30, 2023 |
|
| December 31, 2022 |
| ||
2-10 Holdco, Inc. |
| 3/26/2026 |
| $ | 95,345 |
|
| $ | 95,345 |
|
Accordion Partners LLC |
| 8/31/2028 |
|
| 903,395 |
|
|
| 1,086,379 |
|
Alcami Corporation |
| 12/21/2028 |
|
| 208,524 |
|
|
| 208,524 |
|
Alera Group, Inc. |
| 10/2/2028 |
| N/A |
|
|
| 294,478 |
| |
Alpine Acquisition Corp II (48Forty) |
| 11/30/2026 |
|
| 159,616 |
|
|
| 266,026 |
|
AmeriLife Holdings, LLC |
| 8/31/2029 |
|
| 410,605 |
|
|
| 456,227 |
|
Appriss Health, LLC (PatientPing) |
| 5/6/2027 |
|
| 76,086 |
|
|
| 76,086 |
|
Aras Corporation |
| 4/13/2027 |
|
| 32,504 |
|
|
| 81,259 |
|
Avalara, Inc. |
| 10/19/2028 |
|
| 454,858 |
|
|
| 454,858 |
|
Backoffice Associates Holdings, LLC (Syniti) |
| 4/30/2026 |
|
| 65,187 |
|
|
| 54,757 |
|
Bluefin Holding, LLC (BlackMountain) |
| 9/12/2029 |
|
| 405,340 |
|
| N/A |
| |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
| 9/8/2027 |
|
| 250,925 |
|
|
| 644,621 |
|
CBI-Gator Acquisition, LLC |
| 10/25/2027 |
| N/A |
|
|
| 403,964 |
| |
Cherry Bekaert Advisory, LLC |
| 6/30/2028 |
|
| 49,550 |
|
|
| 346,086 |
|
Civic Plus, LLC |
| 8/25/2027 |
|
| 84,687 |
|
|
| 92,051 |
|
CSG Buyer, Inc. (Core States) |
| 3/31/2028 |
|
| 639,097 |
|
|
| 639,097 |
|
Disco Parent, Inc. (Duck Creek Technologies) |
| 3/30/2029 |
|
| 224,240 |
|
| N/A |
| |
E-Discovery AcquireCo, LLC (Reveal) |
| 8/29/2029 |
|
| 376,388 |
|
| N/A |
| |
Elevate Brands OpCo, LLC |
| 3/15/2027 |
| N/A |
|
|
| 2,408,880 |
| |
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
| 12/29/2026 |
|
| 113,201 |
|
|
| 137,033 |
|
ESO Solutions, Inc. |
| 5/3/2027 |
|
| 97,824 |
|
|
| 244,561 |
|
Foreside Financial Group, LLC |
| 9/30/2027 |
|
| 112,852 |
|
|
| 127,908 |
|
Freedom Financial Network Funding, LLC |
| 9/21/2027 |
| N/A |
|
|
| 994,544 |
| |
Fusion Holding Corp. (Finalsite) |
| 9/15/2027 |
|
| 340,879 |
|
|
| 340,879 |
|
Fusion Risk Management, Inc. |
| 5/22/2029 |
|
| 421,160 |
|
|
| 377,961 |
|
Greystone Select Company II, LLC (Passco) |
| 3/21/2027 |
| N/A |
|
|
| 2,668,930 |
| |
GC Champion Acquisition LLC (Numerix) |
| 8/21/2028 |
| N/A |
|
|
| 788,388 |
| |
GC Waves Holdings, Inc. (Mercer) |
| 8/11/2028 |
|
| 6,846 |
|
|
| 54,633 |
|
Grey Orange Incorporated |
| 5/6/2026 |
| N/A |
|
|
| 244,474 |
| |
GTY Technology Holdings Inc. |
| 7/9/2029 |
|
| 318,422 |
|
|
| 318,422 |
|
Homerenew Buyer, Inc. (Project Dream) |
| 11/23/2027 |
|
| 95,536 |
|
|
| 1,045,346 |
|
ICIMS, Inc. |
| 8/18/2028 |
|
| 1,382,501 |
|
|
| 1,584,575 |
|
Integrate.com, Inc. (Infinity Data, Inc.) |
| 12/17/2027 |
|
| 564,581 |
|
|
| 752,775 |
|
Integrity Marketing Acquisition, LLC |
| 8/19/2026 |
|
| 2,880,792 |
|
|
| 2,880,792 |
|
Kaseya, Inc. |
| 6/25/2029 |
|
| 356,002 |
|
|
| 421,554 |
|
Kid Distro Holdings, LLC |
| 10/1/2027 |
|
| 74,263 |
|
|
| 74,263 |
|
Lightspeed Solutions, LLC |
| 3/1/2028 |
|
| 660,973 |
|
|
| 734,415 |
|
LJ Avalon Holdings, LLC (Ardurra) |
| 2/1/2030 |
|
| 388,582 |
|
| N/A |
| |
Madison Logic Holdings, Inc. |
| 12/30/2027 |
|
| 157,087 |
|
|
| 157,087 |
|
Oak Purchaser, Inc. (DaySmart) |
| 4/28/2028 |
|
| 326,741 |
|
|
| 374,409 |
|
Opco Borrower, LLC (Giving Home Health Care) |
| 8/19/2027 |
|
| 232,674 |
|
|
| 186,139 |
|
Oranje Holdco, Inc. (KnowBe4) |
| 2/1/2029 |
|
| 181,355 |
|
| N/A |
| |
Oversight Systems, Inc. |
| 9/24/2026 |
|
| 28,967 |
|
| N/A |
| |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
| 11/1/2027 |
|
| 257,714 |
|
|
| 217,515 |
|
PHC Buyer, LLC (Patriot Home Care) |
| 5/4/2028 |
|
| 577,448 |
|
|
| 577,448 |
|
Pueblo Mechanical and Controls, LLC |
| 8/23/2028 |
|
| 413,462 |
|
|
| 966,563 |
|
Sailpoint Technologies Holdings, Inc. |
| 8/16/2028 |
|
| 132,507 |
|
|
| 132,507 |
|
Security Services Acquisition Sub Corp. (Protos) |
| 9/30/2026 |
| N/A |
|
|
| 3,678 |
| |
SellerX Germany GmbH & Co. KG (Germany) |
| 5/23/2026 |
|
| 540,918 |
|
|
| 1,211,157 |
|
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
| 3/31/2027 |
|
| 81,271 |
|
|
| 162,541 |
|
Serrano Parent, LLC (Sumo Logic) |
| 5/13/2030 |
|
| 388,509 |
|
| N/A |
| |
Showtime Acquisition, L.L.C. (World Choice) |
| 8/7/2028 |
|
| 343,261 |
|
| N/A |
| |
Smarsh, Inc. |
| 2/19/2029 |
|
| 367,136 |
|
|
| 367,136 |
|
Streamland Media Midco LLC |
| 8/31/2023 |
| N/A |
|
|
| 1,083,996 |
| |
Suited Connector, LLC |
| 12/1/2027 |
| N/A |
|
|
| 327,967 |
| |
Supergoop, LLC |
| 12/29/2028 |
|
| 72,628 |
|
|
| 72,628 |
|
Tahoe Finco, LLC (Talend) |
| 10/1/2027 |
|
| 336,123 |
|
|
| 336,123 |
|
Thermostat Purchaser III, Inc. (Reedy Industries) |
| 8/31/2029 |
| N/A |
|
|
| 184,181 |
| |
Thunder Purchaser, Inc. (Vector Solutions) |
| 6/30/2028 |
|
| 32,126 |
|
|
| 134,346 |
|
Trintech, Inc. |
| 7/25/2029 |
|
| 196,336 |
|
| N/A |
| |
Vortex Finance Sub, LLC |
| 8/31/2029 |
|
| 510,795 |
|
| N/A |
| |
Wealth Enhancement Group, LLC |
| 10/4/2027 |
|
| 1,019,730 |
|
|
| 1,703,089 |
|
Wharf Street Rating Acquisition LLC (KBRA) |
| 12/10/2027 |
|
| 265,685 |
|
|
| 265,685 |
|
Zendesk Inc. |
| 11/22/2028 |
|
| 1,038,830 |
|
|
| 1,038,830 |
|
Zilliant Incorporated |
| 12/21/2027 |
|
| 777,778 |
|
|
| 777,778 |
|
Total Unfunded Balances |
|
|
| $ | 20,529,842 |
|
| $ | 31,680,894 |
|
31
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
6. Other Related Party Transactions
The Company, the Advisor and affiliates may be considered related parties. From time to time, the Advisor advances payments to third parties on behalf of the Company and receives reimbursement from the Company. At September 30, 2023 and December 31, 2022, amounts reimbursable to the Advisor totaled $89,796 and $285,287 respectively, as reflected in the Statements of Assets and Liabilities.
Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For the nine months ended September 30, 2023 and 2022, $224,217 and $286,181 of such costs were allocated to the Company and subject to reimbursement pursuant to the Administration Agreement, respectively.
7. Stockholders’ Equity and Dividends
As of September 30, 2023, the Company had received $301.0 million of equity commitments to purchase shares of the Company's common stock. As of September 30, 2023, $230.8 million (76.7% of total commitments) had been called. During the nine months ended September 30, 2023, the Company issued 4,806,233 shares, with an average purchase price of $10.43 per share, and par value of $0.001 per share.
Dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. The following table summarizes the Company's dividends declared and paid for the nine months ended September 30, 2023 and 2022.
Date Declared |
| Record Date |
| Payment Date |
| Type |
| Amount Per Share |
|
| Total Amount |
| ||
April 25, 2023 |
| June 16, 2023 |
| June 30, 2023 |
| Regular |
| $ | 0.27 |
|
| $ | 5,491,790 |
|
July 27, 2023 |
| September 15, 2023 |
| September 29, 2023 |
| Regular |
| $ | 0.16 |
|
| $ | 3,643,661 |
|
|
|
|
|
|
|
|
| $ | 0.43 |
|
| $ | 9,135,451 |
|
Date Declared |
| Record Date |
| Payment Date |
| Type |
| Amount Per Share |
|
| Total Amount |
| ||
May 16, 2022 |
| June 16, 2022 |
| June 30, 2022 |
| Regular |
| $ | 0.12 |
|
| $ | 1,401,289 |
|
July 28, 2022 |
| September 16, 2022 |
| September 30, 2022 |
| Regular |
| $ | 0.17 |
|
| $ | 2,500,426 |
|
|
|
|
|
|
|
| $ | 0.29 |
|
| $ | 3,901,715 |
|
8. Subsequent Events
On October 26, 2023, the Company’s Board of Directors declared a fourth quarter regular dividend in the amount of $6,046,608, or approximately $0.27 per share, payable on November 30, 2023 to stockholders of record as of the close of business on November 16, 2023.
32
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
9. Financial Highlights
The financial highlights below show the Company's results of operations for the nine months ended September 30, 2023 and 2022.
|
| Nine Months Ended September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Per Common Share |
|
|
|
|
|
| ||
Per share NAV at beginning of period |
| $ | 10.03 |
|
| $ | 10.34 |
|
|
|
|
|
|
| |||
Investment operations: (1) |
|
|
|
|
|
| ||
Net investment income |
|
| 0.80 |
|
|
| 0.65 |
|
Net realized and unrealized gain (loss) |
|
| — |
|
|
| (0.34 | ) |
Total from investment operations |
|
| 0.80 |
|
|
| 0.31 |
|
Dividends to common shareholders |
|
| (0.43 | ) |
|
| (0.29 | ) |
Per share NAV at end of period |
| $ | 10.40 |
|
| $ | 10.36 |
|
|
|
|
|
|
| |||
Total return based on net asset value: (2) |
|
| 7.98 | % |
|
| 3.00 | % |
|
|
|
|
|
| |||
Shares outstanding at end of period |
|
| 22,265,809 |
|
|
| 14,578,998 |
|
Ratios to average net asset value: (3) |
|
|
|
|
|
| ||
Net investment income |
|
| 10.70 | % |
|
| 8.54 | % |
Expenses before incentive fee (4) |
|
| 3.06 | % |
|
| 3.64 | % |
Expenses and incentive fee (5) |
|
| 4.88 | % |
|
| 3.68 | % |
|
|
|
|
|
| |||
Ending net asset value |
| $ | 231,538,308 |
|
| $ | 151,029,422 |
|
Portfolio turnover rate |
|
| 6.8 | % |
|
| 6.3 | % |
Weighted-average debt outstanding |
| $ | 36,478,132 |
|
| $ | 39,027,582 |
|
Weighted-average interest rate on debt |
|
| 7.2 | % |
|
| 3.4 | % |
Weighted-average number of shares of common stock |
|
| 19,396,499 |
|
|
| 10,894,171 |
|
Weighted-average debt per share |
| $ | 1.88 |
|
| $ | 3.58 |
|
33
BlackRock Direct Lending Corp.
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2023
10. Senior Securities
Information about the Company's senior securities is shown in the following table as of the end of each of the last three fiscal years and the period ended September 30, 2023.
Class and Year |
| Total Amount |
|
| Asset |
|
| Involuntary |
|
| Average | |||
Unsecured Notes |
|
|
|
|
|
|
|
|
|
|
| |||
As of September 30, 2023 (Unaudited) |
| $ | 110,000 |
|
| $ | 9,356 |
|
|
| — |
|
| N/A |
Fiscal Year 2022 |
|
| 110,000 |
|
|
| 5,642 |
|
|
| — |
|
| N/A |
Fiscal Year 2021 |
|
| 110,000 |
|
|
| 4,904 |
|
|
| — |
|
| N/A |
Fiscal Year 2020 |
|
| 110,000 |
|
|
| 272,472 |
|
|
| — |
|
| N/A |
Capital Call Facility |
|
|
|
|
|
|
|
|
|
|
| |||
As of September 30, 2023 (Unaudited) |
| $ | 27,500,000 |
|
| $ | 9,395 |
|
|
| — |
|
| N/A |
Fiscal Year 2022 |
|
| 37,500,000 |
|
|
| 5,642 |
|
|
| — |
|
| N/A |
Fiscal Year 2021 |
|
| 22,000,000 |
|
|
| 4,928 |
|
|
| — |
|
| N/A |
Fiscal Year 2020 |
|
| — |
|
|
| — |
|
|
| — |
|
| N/A |
34
BlackRock Direct Lending Corp.
Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)
September 30, 2023
Investment |
| Acquisition |
Elevate Brands Holdco, Inc., Warrants to Purchase Common Shares |
| 3/14/2022 |
Elevate Brands Holdco, Inc., Warrants to Purchase Preferred New Super Senior Shares |
| 3/14/2022 |
Grey Orange International Inc., Warrants to Purchase Common Stock |
| 5/6/2022 |
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Common Stock |
| 11/23/2021 |
PerchHQ, LLC, Warrants to Purchase Common Stock |
| 9/30/2022 |
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares |
| 4/28/2021 |
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series C Shares |
| 12/23/2022 |
SuCo Investors, LP (Suited Connector), Warrants to Purchase Class A Units |
| 3/6/2023 |
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock |
| 2/11/2021 |
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock |
| 8/27/2021 |
35
BlackRock Direct Lending Corp.
Schedule of Restricted Securities of Unaffiliated Issuers
December 31, 2022
Investment |
| Acquisition |
Elevate Brands Holdco, Inc., Warrants to Purchase Common Stock |
| 3/14/2022 |
Elevate Brands Holdco, Inc., Warrants to Purchase Preferred Stock |
| 3/14/2022 |
Grey Orange International Inc., Warrants to Purchase Common Stock |
| 5/6/2022 |
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Preferred Series B Shares |
| 11/23/2021 |
PerchHQ, LLC, Warrants to Purchase Common Stock |
| 9/30/2022 |
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares |
| 4/28/2021 |
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series C Shares |
| 12/23/2022 |
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock |
| 2/11/2021 |
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock |
| 8/27/2021 |
36
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our unaudited financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of BlackRock Direct Lending Corp. (the “Company,” “we,” “us” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.
We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
The Company is a Delaware corporation formed on October 12, 2020 and is an externally managed, closed-end, non-diversified management investment company. We have elected to be regulated as a BDC under the 1940 Act. Our investment objective is to achieve high risk-adjusted returns produced primarily from current income generated by investing primarily in senior secured corporate debt instruments. We seek to achieve our investment objective through investments in privately-originated, performing senior secured debt primarily in North America-based companies with target enterprise values between $100 million and $1.5 billion. Performing debt is debt that at the time of investment is not defaulted or, in the view of the Advisor, distressed. The Company targets positions in first lien, second lien and unitranche debt, with a preference for floating-rate debt, which the Advisor believes provides flexibility to adapt to changing market conditions. The Company may invest in securities of any maturity and credit quality. Our investment activities will benefit from what we believe are the competitive advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, middle-market companies.
37
The Company has elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Code, for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934 Act, as amended, (the "Exchange Act"), public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. Government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of September 30, 2023, 86.2% of our total assets were invested in qualifying assets.
Revenues
We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.
Expenses
The Company is responsible for paying the compensation of the Advisor. In addition, the Company is generally responsible for all operating expenses of the Company, and shall pay, and shall reimburse the Advisor or the Administrator and their respective affiliates for, all fees, costs, expenses, liabilities and obligations of the Company relating or attributable to:
38
The investment management agreement provides that the base management fee be calculated at an annual rate of 0.90% of our total assets (excluding cash and cash equivalents) on the last day of each preceding calendar quarter and is payable quarterly in arrears. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. No base management fee is payable for the period from the date of the initial drawdown purchase through the end of the first calendar quarter after the initial drawdown purchase. Subsequently, the base management fee is calculated based on the value of our total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The base management fee for any partial quarter is appropriately prorated.
Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive fee under certain circumstances. According to the terms of such agreement, the incentive fee equals the sum of (i) 12.5% of all net investment income and (ii) 12.5% of all net realized capital gains (net of any net unrealized capital depreciation) less net investment income incentive fee and capital gains incentive fee previously paid. However, incentive fee will only be paid to the extent the cumulative total return of the Company after incentive fee and including such payment would equal or exceed a 6% annual return on daily weighted-average contributed common equity. The determination of incentive fee is subject to limitations under the 1940 Act and the Advisers Act.
Critical accounting policies and estimates
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires 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. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.
Valuation of portfolio investments
Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rules.
We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee") and approved by the Board of Directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).
Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policies and procedures reviewed and approved by the Valuation Committee. Due to the inherent uncertainty
39
and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.
The valuation process approved by the Valuation Designee with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:
the input of the Valuation Committee and the respective independent valuation firms.
Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Valuation Designee may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.
When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.
Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:
Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.
Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.
Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.
As of September 30, 2023, none of our investments were categorized as Level 1, 2.6% were categorized as Level 2 and 97.4% were Level 3 investments valued based on valuations by independent third-party sources.
40
As of December 31, 2022, none of our investments were categorized as Level 1, 4.7% were categorized as Level 2 and 95.3% were Level 3 investments valued based on valuations by independent third-party sources.
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements.
Revenue recognition
Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.
Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.
Net realized gains or losses and net change in unrealized appreciation or depreciation
We measure 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. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
Portfolio and investment activity
During the three months ended September 30, 2023, we invested approximately $26.5 million, comprised of investments in 4 new and 9 existing portfolio companies. Of these investments, $26.5 million, or 100.0% of total acquisitions, were in senior secured loans. Additionally, we received approximately $8.7 million in proceeds from sales or repayments of investments during the three months ended September 30, 2023.
During the nine months ended September 30, 2023, we invested approximately $54.4 million, comprised of investments in 13 new and 17 existing portfolio companies. Of these investments, $54.4 million, or 100.0% of total acquisitions, were in senior secured loans. Additionally, we received approximately $15.7 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2023.
At September 30, 2023, our investment portfolio of $253.5 million (at fair value) consisted of 110 portfolio companies and was invested 99.8% in senior secured loans and 0.2% in equity investments. Our average portfolio company investment at fair value was approximately $2.3 million. Our largest portfolio company investment by value was approximately 2.3% of our portfolio and our five largest portfolio company investments by value comprised approximately 9.8% of our portfolio at September 30, 2023.
At December 31, 2022, our investment portfolio of $213.4 million (at fair value) consisted of 101 portfolio companies and was invested 99.7% in senior secured loans and 0.3% in equity investments. Our average portfolio company investment at fair value was approximately $2.0 million. Our largest portfolio company investment by value was approximately 2.8% of our portfolio and our five largest portfolio company investments by value comprised approximately 11.5% of our portfolio at December 31, 2022.
41
The industry composition of our portfolio at fair value at September 30, 2023 was as follows:
Industry |
| Percent of Total Investments |
| |
Software |
|
| 23.7 | % |
Diversified Financial Services |
|
| 11.3 | % |
Internet Software & Services |
|
| 10.1 | % |
Professional Services |
|
| 7.1 | % |
Diversified Consumer Services |
|
| 6.0 | % |
IT Services |
|
| 5.7 | % |
Insurance |
|
| 4.1 | % |
Health Care Providers & Services |
|
| 3.4 | % |
Construction & Engineering |
|
| 2.7 | % |
Media |
|
| 2.5 | % |
Paper & Forest Products |
|
| 2.2 | % |
Health Care Technology |
|
| 2.1 | % |
Road & Rail |
|
| 2.0 | % |
Consumer Finance |
|
| 1.9 | % |
Real Estate Management & Development |
|
| 1.8 | % |
Wireless Telecommunication Services |
|
| 1.7 | % |
Pharmaceuticals |
|
| 1.5 | % |
Commercial Services & Supplies |
|
| 1.4 | % |
Construction Materials |
|
| 1.3 | % |
Specialty Retail |
|
| 1.3 | % |
Hotels, Restaurants & Leisure |
|
| 1.0 | % |
Other |
|
| 5.2 | % |
Total |
|
| 100.0 | % |
The weighted average effective yield of our debt and total portfolio was 13.5% at September 30, 2023 and 12.3% at December 31, 2022. At September 30, 2023, 99.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 0.4% of debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.6% at September 30, 2023. One debt investment in the portfolio company was on non-accrual status as of September 30, 2023. At December 31, 2022, 99.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 0.4% of debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.2% at December 31, 2022. No debt investments in the portfolio company were on non-accrual status as of December 31, 2022.
Results of operations
Investment income
Investment income totaled $8.4 million and $4.6 million, respectively, for the three months ended September 30, 2023 and 2022, of which $8.4 million and $4.5 million were attributable to interest and fees on our debt investments, and $0.0 million and $0.1 million to other income, respectively. The increase in investment income in the three months ended September 30, 2023 compared to the three months ended September 30, 2022 primarily reflects the increase in interest income due to the increase in portfolio size and the rise in LIBOR/SOFR rates.
Investment income totaled $23.5 million and $10.4 million, respectively, for the nine months ended September 30, 2023 and 2022, of which $23.4 million and $10.3 million were attributable to interest and fees on our debt investments, and $0.1 million and $0.1 million to other income, respectively. The increase in investment income in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects the increase in interest income due to the increase in portfolio size and the rise in LIBOR/SOFR rates.
Expenses
Total operating expenses for the three months ended September 30, 2023 and 2022 were $2.3 million and $1.2 million, respectively, comprised of $0.9 million and $0.0 million in incentive fees earned, $0.6 million and $0.6 million in interest and other debt expenses, $0.5 million and $0.4 million in management fees, $0.2 million and $0.1 million in professional fees, $0.1 million and $0.1 million in administrative expenses, $0.0 million and $0.0 million in accrued incentive fee on capital gains and $0.0 million, and
42
$0.0 million in other expenses, respectively. The increase in expenses in the three months ended September 30, 2023 compared to the three months ended September 30, 2022 primarily reflects an increase in incentive fees earned and increase in management fees and professional fees during the three months ended September 30, 2023.
Total operating expenses for the nine months ended September 30, 2023 and 2022 were $8.3 million and $3.2 million, respectively, comprised of $3.7 million and $0.2 million in incentive fees earned, $2.1 million and $1.2 million in interest and other debt expenses, $1.5 million and $0.9 million in management fees, $0.3 million and $0.3 million in professional fees, $0.2 million and $0.3 million in administrative expenses, $0.0 million and $(0.2) million in accrued incentive fees on capital gains and $0.5 million and $0.5 million in other expenses, respectively. The increase in expenses in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects an increase in incentive fees earned and an increase in interest expense due to the rise in LIBOR/SOFR rates during the nine months ended September 30, 2023.
Net investment income (loss)
Net investment income was $6.0 million and $3.4 million respectively, for the three months ended September 30, 2023 and 2022. The increase in net investment income reflects higher investment income, partially offset by higher operating expenses during the three months ended September 30, 2023 compared to the three months ended September 30, 2022.
Net investment income was $15.2 million and $7.3 million respectively, for the nine months ended September 30, 2023 and 2022. The increase in net investment income reflects higher investment income, partially offset by higher operating expenses during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
Net realized and unrealized gain or loss
Net realized gain (loss) for the three months ended September 30, 2023 and 2022 was $(0.0) million and $0.0 million, respectively.
Net realized gain (loss) for the nine months ended September 30, 2023 and 2022 was $(0.0) million and $0.0 million, respectively.
For the three months ended September 30, 2023 and 2022, the change in net unrealized appreciation (depreciation) was $1.0 million and $(1.1) million, respectively. The change in net unrealized appreciation (depreciation) for the three months ended September 30, 2023 was primarily driven by a $0.4 million in unrealized gains from our investment in Astra Acquisition Corp and $0.2 million in unrealized gains from our investment in SellerX as well as unrealized gains to the portfolio from tightening market spreads, offset by $0.5 million in unrealized losses from our investment in Magenta Buyer (McAfee). The change in net unrealized appreciation (depreciation) for the three months ended September 30, 2022 was primarily driven by $(0.3) million in unrealized losses from our investment in INH Buyer, Inc. and $(0.2) million in unrealized losses from our investment in Ensono, as well as unrealized losses across the portfolio from widening market spreads.
For the nine months ended September 30, 2023 and 2022, the change in net unrealized appreciation (depreciation) was $0.3 million and $(4.1) million, respectively. The change in net unrealized appreciation (depreciation) for the nine months ended September 30, 2023 was primarily driven by a $(1.5) million in unrealized losses from our investment in Magenta Buyer (McAfee) and $(0.8) million in unrealized losses from our investment in Astra Acquisition Corporation, partially offset by $0.2 million in unrealized gains from our investment in Integrity Marketing Acquisition, LLC, and $0.2 in unrealized gains from our investment in Avalara Inc. The change in net unrealized appreciation (depreciation) for the nine months ended September 30, 2022 was primarily driven by $(0.5) million unrealized depreciation from our investment in INH Buyer, Inc., $(0.4) million unrealized depreciation from our investment in Juice Plus (JP Intermediate), partially offset by $0.1 million unrealized appreciation from our investment in Razor Group, as well as unrealized losses across the portfolio from tightening market spreads.
Incentive compensation
Incentive fees for the three and nine months ended September 30, 2023 were $0.9 million $3.7 million, respectively, and were payable due to our performance exceeding the cumulative total return threshold. In addition, we did not accrue any reserves for incentive fees on capital gains based on a hypothetical liquidation basis in accordance with GAAP for the three and nine months ended September 30, 2023.
For the nine months ended September 30, 2022, $0.2 million in incentive fees earned were payable due to our performance exceeding the cumulative total return threshold. In addition, we reversed the accrual of $(0.2) million as a reserve for incentive fees on capital gains based on a hypothetical liquidation basis in accordance with GAAP.
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Income tax expense, including excise tax
The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is incurred at year end as such amounts are known. No excise tax was incurred or paid in the three months ended September 30, 2023 or 2022. Excise tax of $1,809 was incurred in the nine months ended September 30, 2023.
Net increase (decrease) in net assets resulting from operations
The net increase (decrease) in net assets applicable to common stockholders resulting from operations was $7.0 million and $2.3 million respectively, for the three months ended September 30, 2023 and 2022.
The net increase (decrease) in net assets applicable to common stockholders resulting from operations was $15.4 million and $3.2 million respectively, for the nine months ended September 30, 2023 and 2022.
Liquidity and capital resources
Our liquidity and capital resources are expected to be generated primarily through the initial private placement of shares of the Company's common stock, borrowings under the Capital Call Facility, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, payments to service our debt and other general corporate purposes.
The following table summarizes the total shares issued and proceeds received in connection with the Company’s private placement for the nine months ended September 30, 2023 and 2022.
|
| Nine Months Ended September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Shares Issued |
|
| 4,806,233 |
|
|
| 6,207,019 |
|
Average Price Per Share |
| $ | 10.43 |
|
| $ | 10.50 |
|
Proceeds (1) |
| $ | 50,122,064 |
|
| $ | 65,154,222 |
|
On June 18, 2021, the Company entered into the Capital Call Facility with Sumitomo Mitsui Banking Corporation as administrative agent, lead arranger and as a lender, secured by the unfunded equity commitments of the Company’s investors. On June 15, 2023, the Capital Call Facility was amended to extend its maturity from June 16, 2023 to June 16, 2024 and to reduce the capacity from $75.0 million to $40.0 million. Prior to the amendment, interest on the Capital Call Facility accrued at a rate equal to LIBOR plus 1.95% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 0.95%, the Federal Funds Rate plus 1.45%, or one-month LIBOR plus 1.95%, whichever was highest. Effective June 16, 2023, interest on the Capital Call Facility accrues at a rate equal to SOFR plus 2.25% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 1.25%, or the Federal Funds Rate plus 1.45%, or one-month SOFR plus 2.25%, whichever is highest. Commitment fees on the Capital Call Facility accrue at a rate of 0.25% per annum when the undrawn amount of the commitment is less than 50%, and 0.30% per annum when the unused portion is equal to or greater than 50%. At September 30, 2023, there was $27.5 million drawn on the Capital Call Facility.
Total debt outstanding as of September 30, 2023 also included unsecured promissory notes with a principal amount of $110,000, at a rate of 12% per annum, and a maturity date of December 31, 2050.
Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a
44
ratio of total outstanding indebtedness to common equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. The Company does not currently intend to seek approval for the modified asset coverage ratio election set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As of September 30, 2023, the Company’s asset coverage ratio was 936%.
Net cash used in operating activities during the nine months ended September 30, 2023 was $(24.2) million, consisting primarily of the settlement of acquisitions of investments (net of dispositions) of $(38.0) million, and net investment income (net of non-cash income and expenses) of approximately $13.9 million.
Net cash provided by financing activities was $26.6 million during the nine months ended September 30, 2023, consisting of $50.2 million proceeds from shares of common stock sold, offset by $10.0 million credit facility repayments (net of draws), $13.5 million in dividends paid to shareholders and $0.1 million in payments for debt issuance costs.
At September 30, 2023, we had $5.3 million in cash and cash equivalents.
Contractual obligations
We have entered into several contracts under which we have future commitments. Pursuant to an investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the investment management agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive fee, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us, and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. The Company may terminate each of the Investment Management Agreement and Administration Agreement without penalty upon not less than 60 days’ written notice to the other party and the Advisor and the Administrator may terminate the Investment Management Agreement or Administration Agreement, as applicable, without penalty upon not less than 120 days’ written notice to the other party.
Distributions
Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.
The following tables summarize dividends declared for the nine months ended September 30, 2023 and 2022. Tax characteristics of any distributions are reported to stockholders on Form 1099-DIV for Form 1042-S after the end of the calendar year.
Date Declared |
| Record Date |
| Payment Date |
| Type |
| Amount Per Share |
|
| Total Amount |
| ||
April 25, 2023 |
| June 16, 2023 |
| June 30, 2023 |
| Regular |
| $ | 0.27 |
|
| $ | 5,491,790 |
|
July 27, 2023 |
| September 15, 2023 |
| September 29, 2023 |
| Regular |
| $ | 0.16 |
|
| $ | 3,643,661 |
|
|
|
|
|
|
|
|
| $ | 0.43 |
|
| $ | 9,135,451 |
|
Date Declared |
| Record Date |
| Payment Date |
| Type |
| Amount Per Share |
|
| Total Amount |
| ||
May 16, 2022 |
| June 16, 2022 |
| June 30, 2022 |
| Regular |
| $ | 0.12 |
|
| $ | 1,401,289 |
|
July 28, 2022 |
| September 16, 2022 |
| September 30, 2022 |
| Regular |
| $ | 0.17 |
|
| $ | 2,500,426 |
|
|
|
|
|
|
|
| $ | 0.29 |
|
| $ | 3,901,715 |
|
We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized
45
net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:
We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.
We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.
In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to pay a large portion of a dividend in shares of our common stock instead of in cash. As long as a sufficient portion of such dividend is paid in cash (which portion can generally be as low as 20%) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.
Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order conditions which could
46
in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.
Recent Developments
From October 1, 2023 through November 1, 2023, the Company has invested approximately $0.3 million primarily in 1 senior secured loan with an effective yield of approximately 11.98%.
On October 26, 2023, the Company’s Board of Directors declared a fourth quarter regular dividend in the amount of $6,046,608, or approximately $0.27 per share, payable on November 30, 2023 to stockholders of record as of the close of business on November 16, 2023.
47
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. At September 30, 2023, 99.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At September 30, 2023, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.6%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.
Based on our Statement of Assets and Liabilities as of September 30, 2023, the following table shows the annual impact on net investment income (excluding the related incentive fee impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:
Basis Point Change |
| Net Investment Income |
|
| Net Investment Income |
| ||
Up 300 basis points |
| $ | 7,043,518 |
|
| $ | 0.32 |
|
Up 200 basis points |
|
| 4,695,679 |
|
|
| 0.21 |
|
Up 100 basis points |
|
| 2,347,839 |
|
|
| 0.11 |
|
Down 100 basis points |
|
| (2,347,839 | ) |
|
| (0.11 | ) |
Down 200 basis points |
|
| (4,695,679 | ) |
|
| (0.21 | ) |
Down 300 basis points |
|
| (7,043,518 | ) |
|
| (0.32 | ) |
Item 4. Controls and Procedures
As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and 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 possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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Part II – Other Information
Item 1. Legal Proceedings
Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of September 30, 2023, we are currently not a party to any pending material legal proceedings.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in our most recent annual report on Form 10-K, as filed with the SEC on March 2, 2023, except as below.
The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations.
Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on the Company.
For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver for SVB and Signature. Although the U.S. Department of the Treasury, the Federal Reserve and the FDIC have taken measures to stabilize the financial system, uncertainty and liquidity concerns in the broader financial services industry remain. Additionally, should there be additional systemic pressure on the financial system and capital markets, we cannot assure you of the response of any government or regulator, and any response may not be as favorable to industry participants as the measures currently being pursued. In addition, highly publicized issues related to the U.S. and global capital markets in the past have led to significant and widespread investor concerns over the integrity of the capital markets. The current situation related to SVB and Signature could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital markets, and complying with the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from the Advisor.
49
Item 2. Unregistered Sales of Equity Securities & Use of Proceeds
On September 20, 2023, the Company issued 1,427,979 shares of Common Stock for the aggregate purchase price of approximately $15,036,619. Refer to the Schedule 13D/A filed by Public Institution for Social Security with the SEC on September 22, 2023 for more information about 1,423,235 shares of the unregistered sales of our equity securities during the quarter.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended September 30, 2023, no director or Section 16 officer of the Fund adopted or terminated a “Rule 10b5–1 trading arrangement” or “non-Rule 10b5–1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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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:
Number | Description | |
3.1 | ||
3.2 | ||
4.1 | ||
31.1 | ||
31.2 | ||
32.1 |
| |
101.INS |
| Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
BlackRock Direct Lending Corp.
Date: November 2, 2023 | By: | /s/ Nik Singhal |
Name: | Nik Singhal | |
Title: | Chief Executive Officer | |
Date: November 2, 2023 | By: | /s/ Erik L. Cuellar |
Name: | Erik L. Cuellar | |
Title: | Chief Financial Officer |
52