Apollo Debt Solutions BDC 10-Q 2023 Q1 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2023

OR

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

For the transition period from ________ to ___________

Commission File Number: 814-01424

APOLLO DEBT SOLUTIONS BDC

(Exact name of Registrant as specified in its charter)

Delaware	86-1950548
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9 West 57th Street New York, New York	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 515-3450

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
None	None	None

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

Class S Common shares of beneficial interest, par value $0.01

Class D Common shares of beneficial interest, par value $0.01

Class I Common shares of beneficial interest, par value $0.01

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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

Large accelerated filer	☐	Smaller reporting company	☐
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated filer	☒

(Do not check if a smaller reporting company)

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

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 May 11, 2023, there was no established public market for the Registrant’s common shares of beneficial interest (“Common Shares”).

The number of shares of the Registrant’s Common Shares, $0.01 par value per share, outstanding as of May 11, 2023 was 13,697,979 Class S common shares, 143,428 Class D common shares and 89,657,344 Class I common shares. Common shares outstanding exclude May 1, 2023 subscriptions since the issuance price is not yet finalized at this time

APOLLO DEBT SOLUTIONS BDC

Table of Contents

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Statements of Assets and Liabilities as of March 31, 2023 (Unaudited) and December 31, 2022	3
	Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2023 and 2022 (Unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)	6
	Consolidated Schedule of Investments as of March 31, 2023 (Unaudited)	7
	Consolidated Schedule of Investments as of December 31, 2022	27
	Notes to Consolidated Financial Statements (Unaudited)	46
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	75
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	92
Item 4.	Controls and Procedures	93
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	94
Item 1A.	Risk Factors	94
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	94
Item 3.	Defaults Upon Senior Securities	95
Item 4.	Mine Safety Disclosures	95
Item 5.	Other Information	95
Item 6.	Exhibits	96
	Signatures	97

PART I. FINANCIAL INFORMATION

In this report, the terms the “Company,”, “ADS,” “we,” “us,” and “our” refer to Apollo Debt Solutions BDC unless the context specifically states otherwise.

Item 1. Consolidated Financial Statements

APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except share and per share data)
	March 31, 2023		December 31, 2022
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliated investments (cost —$4,313,137 and $4,427,510 at March 31, 2023 and December 31, 2022, respectively)	$	4,252,936	$	4,308,892
Cash and cash equivalents		58,808		47,322
Foreign currencies (cost — $5,133 and $4,312 at March 31, 2023 and December 31, 2022, respectively)		5,133		4,336
Receivable for investments sold		136,910		107,868
Interest receivable		30,645		27,753
Unrealized appreciation on foreign currency forward contracts		—		249
Other assets		32,466		9,800
Total assets	$	4,516,898	$	4,506,220
Liabilities
Debt (net of deferred financing costs of $20,260 and $20,508 at March 31, 2023 and December 31, 2022, respectively)	$	1,994,654	$	2,172,620
Payable for investments purchased		53,147		88,788
Payable for share repurchases (Note 7)		131,283		40,854
Distributions payable		18,146		14,964
Interest payable		14,370		8,611
Management and performance-based incentive fees payable		11,167		10,451
Accrued administrative services expense payable		195		2,101
Unrealized depreciation on foreign currency forward contracts		449		—
Other liabilities and accrued expenses		8,275		12,898
Total Liabilities	$	2,231,686	$	2,351,287
Commitments and contingencies (Note 8)
Total Net Assets	$	2,285,212	$	2,154,933
Net Assets
Common shares, $0.01 par value (95,950,219 and 92,877,753 shares issued and outstanding, respectively)	$	960	$	929
Capital in excess of par value		2,323,635		2,270,655
Accumulated distributed earnings (losses)		(39,383)		(116,651)
Total Net Assets	$	2,285,212	$	2,154,933
Net Asset Value Per Share
Class S Shares:
Net assets	$	299,879	$	251,223
Common shares outstanding ($0.01 par value, unlimited shares authorized)		12,591,142		10,827,739
Net asset value per share	$	23.82	$	23.20
Class D Shares:
Net assets	$	3,067	$	2,481
Common shares outstanding ($0.01 par value, unlimited shares authorized)		128,797		106,943
Net asset value per share	$	23.82	$	23.20
Class I Shares:
Net assets	$	1,982,266	$	1,901,229
Common shares outstanding ($0.01 par value, unlimited shares authorized)		83,230,281		81,943,071
Net asset value per share	$	23.82	$	23.20

See notes to consolidated financial statements

3

APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except share and per share data)
	Three Months Ended March 31,
	2023		2022
Investment Income
Non-controlled/non-affiliated investments:
Interest income	$	116,771	$	19,276
Payment-in-kind interest income		916		904
Dividend income		—		4
Other income		725		88
Total Investment Income	$	118,412	$	20,272
Operating Expenses
Management fees	$	7,115	$	2,335
Performance-based incentive fees		8,562		1,366
Interest and other debt expenses		38,201		3,510
Organization costs		—		934
Offering costs		38		456
Trustees' fees		108		102
Shareholder servicing fees		590		36
Administrative service expenses		655		571
Other general and administrative expenses		2,364		1,441
Total expenses		57,633		10,751
Management and performance-based incentive fees waived		—		(3,701)
Expense support		—		(2,655)
Expense support reimbursement		1,461		—
Net Expenses	$	59,094	$	4,395
Net Investment Income	$	59,318	$	15,877
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses):
Non-controlled/non-affiliated investments	$	(2,181)	$	(251)
Foreign currency transactions		(266)		471
Foreign currency forward contracts		353		—
Net realized gains (losses)		(2,094)		220
Net change in unrealized gains (losses):
Non-controlled/non-affiliated investments		58,417		(13,328)
Foreign currency forward contracts		(698)		(55)
Foreign currency translations		(5,264)		290
Net unrealized gains (losses)		52,455		(13,093)
Net Realized and Change in Unrealized Gains (Losses)	$	50,361	$	(12,873)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	109,679	$	3,004

See notes to consolidated financial statements

4

APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
(In thousands, except share and per share data)
	Three Months Ended March 31,
	2023		2022
Operations
Net investment income	$	59,318	$	15,877
Net realized gains (losses)		(2,094)		220
Net change in unrealized gains (losses)		52,455		(13,093)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	109,679	$	3,004
Distributions to Stockholders
Class S	$	(5,623)	$	(247)
Class D		(61)		—
Class I		(44,772)		(16,313)
Net Decrease in Net Assets Resulting from Distributions to Stockholders	$	(50,456)	$	(16,560)
Capital Share Transactions
Class S:
Proceeds from shares sold	$	39,419	$	45,363
Repurchase of common shares, net of early repurchase deduction		(822)		—
Distributions reinvested		2,950		9
Class D:
Proceeds from shares sold		508		—
Repurchase of common shares, net of early repurchase deduction		—		—
Distributions reinvested		7		—
Class I:
Proceeds from shares sold		141,301		1,320,935
Repurchase of common shares, net of early repurchase deduction		(130,462)		—
Distributions reinvested		18,155		3,905
Net Increase (Decrease) from Capital Share Transactions	$	71,056	$	1,370,212
Net Assets
Total increase (decrease) in net assets during the period		130,279		1,356,656
Net Assets, beginning of period		2,154,933		50
Net Assets at End of Period	$	2,285,212	$	1,356,706

See notes to consolidated financial statements

5

APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(In thousands, except share and per share data)
	Three Months Ended March 31,
	2023		2022
Operating Activities
Net increase (decrease) in net assets resulting from operations	$	109,679	$	3,004
Net realized (gain) loss on investments		2,181		251
Net change in unrealized (gains) losses on investments		(58,417)		13,328
Net unrealized (appreciation) depreciation on foreign currency forward contracts		698		55
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies		5,264		(290)
Payment-in-kind interest capitalized		(980)		(904)
Net accretion of discount and amortization of premium		(2,972)		(392)
Amortization of deferred financing costs		1,400		493
Amortization of offering costs		38		456
Purchases of investments		(619,410)		(3,039,594)
Proceeds from sale of investments and principal repayments		736,033		407,945
Changes in operating assets and liabilities:
Interest receivable		(2,892)		(10,859)
Receivable for investments sold		(29,042)		(264,827)
Other assets		(22,666)		(3,724)
Payable for investments purchased		(35,641)		1,078,986
Management and performance-based incentive fees payable		716		—
Accrued administrative services expense payable		(1,906)		571
Interest payable		5,759		2,184
Other liabilities and accrued expenses		(4,623)		6,263
Net Cash Used in/Provided by Operating Activities	$	83,218	$	(1,807,054)
Financing Activities
Issuances of debt	$	435,043	$	726,634
Payments of debt		(619,074)		—
Financing costs paid and deferred		(1,074)		(19,197)
Proceeds from issuance of common shares		181,228		1,366,298
Repurchased shares, net of early repurchase deduction paid		(40,854)		—
Distributions paid		(26,162)		(4,949)
Offering costs paid and deferred		(38)		(2,007)
Net Cash Used in/Provided by Financing Activities	$	(70,931)	$	2,066,779
Cash, Cash Equivalents and Foreign Currencies
Net increase (decrease) in cash and cash equivalents and foreign currencies during the period	$	12,287	$	259,725
Effect of foreign exchange rate changes on cash and cash equivalents		(4)		(3)
Cash, cash equivalents and foreign currencies at beginning of period		51,658		50
Cash, Cash Equivalents and Foreign Currencies at the End of Period	$	63,941	$	259,772
Supplemental Disclosure and Non-Cash Information
Cash interest paid	$	31,042	$	833
Distributions payable	$	18,146	$	7,697
Reinvestment of distributions during the period	$	21,112	$	3,914
PIK income	$	916	$	904

See notes to consolidated financial statements

6

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
Aerospace & Defense
MRO Holdings
MRO Holdings, Inc.	First Lien Secured Debt	L+625, 0.50% Floor	12/18/2028	$	5,000	$	5,000	$	5,000	(4)(8)(14)
Transdigm
Transdigm Inc.	First Lien Secured Debt	S+325, 0.00% Floor	8/24/2028		17,500		17,456		17,474	(8)(17)
		Total Aerospace & Defense				$	22,456	$	22,474
Asset Backed Securities
Roaring Fork III-B
Roaring Fork III-B, LLC	First Lien Secured Debt	S+540, 0.00% Floor	7/16/2026	$	48,000	$	25,748	$	25,366	(4)(8)(9) (11)(17)(26)
	First Lien Secured Debt	S+525, 0.00% Floor	7/16/2026		2,000		2,000		1,968	(4)(8)(9) (17)
		Total Asset Backed Securities				$	27,748	$	27,334
Auto Components
Mavis Tire Express Services
Mavis Tire Express Services Corp.	First Lien Secured Debt	S+400, 0.75% Floor	5/4/2028	$	22,443	$	22,468	$	22,061	(17)
		Total Auto Components				$	22,468	$	22,061
Automobile Components
Truck Hero
RealTruck Group, Inc.	First Lien Secured Debt	L+375, 0.75% Floor	1/31/2028	$	19,949	$	19,780	$	17,826	(14)
		Total Automobile Components				$	19,780	$	17,826
Biotechnology
Azurity Pharmaceuticals
Azurity Pharmaceuticals, Inc.	First Lien Secured Debt	L+600, 0.75% Floor	9/20/2027	$	44,879	$	43,793	$	43,495	(14)
		Total Biotechnology				$	43,793	$	43,495
Building Products
Cornerstone Building Brands
Cornerstone Building Brands, Inc.	First Lien Secured Debt	S+563, 0.50% Floor	8/1/2028	$	55,766	$	55,218	$	52,420	(17)
Oldcastle Building
Oscar Acquisitionco, LLC	First Lien Secured Debt	S+450, 0.50% Floor	4/29/2029		4,987		4,826		4,820	(17)
US LBM
LBM Acquisition, LLC	First Lien Secured Debt	L+375, 0.75% Floor	12/17/2027		39,898		39,561		37,710	(14)
		Total Building Products				$	99,605	$	94,950
Capital Markets
Arrowhead Engineered Products
Arrowhead Holdco Company	First Lien Secured Debt	S+450, 0.75% Floor	8/31/2028	$	9,900	$	9,900	$	9,652	(4)(17)
Edelman Financial Services
The Edelman Financial Engines Centre, LLC	First Lien Secured Debt	L+375, 0.75% Floor	4/7/2028		24,937		24,942		24,099	(14)
		Total Capital Markets				$	34,842	$	33,751

See notes to consolidated financial statements

7

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
Chemicals
AkzoNobel
Nouryon USA LLC	First Lien Secured Debt	S+400, 0.00% Floor	4/3/2028	$	4,972	$	4,923	$	4,966	(8)(17)
AOC
LSF11 A5 HoldCo LLC	First Lien Secured Debt	S+425, 0.50% Floor	10/15/2028		8,148		7,931		8,005	(16)
	First Lien Secured Debt	S+350, 0.50% Floor	10/15/2028		5,838		5,851		5,670	(17)
							13,782		13,675
Heubach
SK Neptune Husky Group Sarl	First Lien Secured Debt	S+500, 0.50% Floor	1/3/2029		9,540		9,492		7,739	(8)(17)
Solenis
Olympus Water US Holding Corporation	First Lien Secured Debt	L+375, 0.50% Floor	11/9/2028		10,118		9,936		9,612	(14)
	First Lien Secured Debt	S+450, 0.50% Floor	11/9/2028		6,839		6,764		6,571	(10)(17)
							16,700		16,183
Vita Global
Vita Global FinCo Limited	First Lien Secured Debt	SONIA+700, 0.00% Floor	7/6/2027	£	17,500		23,691		21,048	(3)(4)(8) (19)
W.R. Grace
W.R. Grace Holdings LLC	First Lien Secured Debt	L+375, 0.50% Floor	9/22/2028		5,967		5,963		5,936	(14)
		Total Chemicals				$	74,551	$	69,547
Commercial Services & Supplies
Beeline
IQN Holding Corp.	First Lien Secured Debt	S+525, 0.75% Floor	5/2/2029	$	62,689	$	62,130	$	62,065	(4)(17)
	First Lien Secured Debt	S+550, 0.75% Floor	5/2/2029		11,867		(4)		(119)	(4)(5)(11) (26)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	5/2/2028		5,134		(44)		(51)	(4)(5)(11) (26)
							62,082		61,895
Calypso
AxiomSL Group, Inc.	First Lien Secured Debt	L+575, 1.00% Floor	12/3/2027		14,562		14,219		14,562	(4)(14)
	First Lien Secured Debt	L+600, 1.00% Floor	12/3/2027		956		(11)		—	(4)(11)(26)
	First Lien Secured Debt - Revolver	L+600, 1.00% Floor	12/3/2025		1,043		(29)		—	(4)(11)(26)
							14,179		14,562
GardaWorld
Garda World Security Corporation	First Lien Secured Debt	S+425, 0.00% Floor	10/30/2026		24,543		24,514		24,344	(8)(17)
	First Lien Secured Debt	S+425, 0.00% Floor	2/1/2029		10,404		10,313		10,111	(8)(17)
							34,827		34,455
HKA
Mount Olympus Bidco Limited	First Lien Secured Debt	S+575, 0.50% Floor	8/9/2029		18,465		17,247		17,173	(4)(8)(9) (18)(26)
LABL, Inc.
LABL, Inc.	First Lien Secured Debt	L+500, 0.50% Floor	10/29/2028		24,937		25,094		24,212	(14)
Liberty Tire Recycling
LTR Intermediate Holdings, Inc.	First Lien Secured Debt	L+450, 1.00% Floor	5/5/2028		9,099		9,055		8,246	(14)
Profile Products LLC
Profile Products LLC	First Lien Secured Debt	L+550, 0.75% Floor	11/12/2027		4,950		4,950		4,950	(4)(14)
R.R. Donnelley
R. R. Donnelley & Sons Company	First Lien Secured Debt	S+725, 0.75% Floor	3/17/2028		150,000		145,518		148,750	(9)(16)

See notes to consolidated financial statements

8

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
SAVATREE
CI (Quercus) Intermediate Holdings, LLC	First Lien Secured Debt	L+525, 0.75% Floor	10/12/2028		17,535		16,067		16,017	(4)(11)(14) (26)
	First Lien Secured Debt - Revolver	L+550, 0.75% Floor	10/12/2028		2,273		(47)		(40)	(4)(5)(11) (26)
							16,020		15,977
Tranzonic
TZ Buyer LLC	First Lien Secured Debt	S+600, 0.75% Floor	8/14/2028		9,306		9,087		9,073	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+600, 0.75% Floor	8/14/2028		606		(14)		(15)	(4)(5)(9) (11)(26)
TZ Parent LLC	Common Equity - Equity Unit	N/A	N/A		50 Shares		50		53	(4)(9)
							9,123		9,111
TravelCenters of America Inc
TravelCenters of America Inc	First Lien Secured Debt	L+600, 1.00% Floor	12/14/2027		19,550		19,721		19,550	(4)(8)(14)
United Site Services
PECF USS Intermediate Holding III Corporation	First Lien Secured Debt	L+425, 0.50% Floor	12/15/2028		22,443		22,519		19,015	(14)
Version 1
Investment Company 24 Bidco Limited	First Lien Secured Debt	SONIA+575, 0.00% Floor	7/11/2029	£	6,559		7,604		7,848	(3)(4)(8) (9)(19)
	First Lien Secured Debt	E+575, 0.00% Floor	7/11/2029	€	5,406		4,646		4,976	(3)(4)(8) (9)(22)(26)
							12,250		12,824
		Total Commercial Services & Supplies				$	392,585	$	390,720
Communications Equipment
Mitel Networks
MLN US Holdco LLC	First Lien Secured Debt	S+644, 1.00% Floor	10/18/2027	$	6,395	$	6,172	$	6,171	(4)(8)(17)
	Second Lien Secured Debt	S+670, 1.00% Floor	10/18/2027		38,156		39,679		32,815	(4)(8)(17)
							45,851		38,986
Ufinet
Zacapa S.a r.l.	First Lien Secured Debt	S+400, 0.50% Floor	3/22/2029		12,469		12,412		12,230	(8)(18)
		Total Communications Equipment				$	58,263	$	51,216
Construction & Engineering
Trench Plate Rental Co.
Trench Plate Rental Co.	First Lien Secured Debt	S+550, 1.00% Floor	12/3/2026	$	45,114	$	44,497	$	44,437	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	12/3/2026		4,545		1,149		1,136	(4)(9)(11) (17)(26)
Trench Safety Solutions Holdings, LLC	Common Equity - Equity Unit	N/A	N/A		331 Shares		50		43	(4)(9)
		Total Construction & Engineering				$	45,696	$	45,616
Consumer Finance
American Express GBT
GBT Group Services B.V.	First Lien Secured Debt	S+675, 1.00% Floor	12/16/2026	$	31,000	$	31,045	$	30,914	(4)(8)(17)
		Total Consumer Finance				$	31,045	$	30,914
Containers & Packaging
Berlin Packaging
Berlin Packaging L.L.C.	First Lien Secured Debt	L+375, 0.50% Floor	3/11/2028	$	26,932	$	26,984	$	26,585	(14)
BOX Partners
Bp Purchaser LLC	First Lien Secured Debt	L+550, 0.75% Floor	12/11/2028		7,425		7,425		7,425	(4)(14)
Tekni-Plex
Trident TPI Holdings, Inc.	First Lien Secured Debt	L+400, 0.50% Floor	9/15/2028		35,818		35,860		34,715	(14)
		Total Containers & Packaging				$	70,269	$	68,725

See notes to consolidated financial statements

9

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
Diversified Consumer Services
2U
2U, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	12/28/2026	$	16,473	$	15,651	$	15,897	(8)(17)
Accelerate Learning
Eagle Purchaser, Inc.	First Lien Secured Debt	S+675, 1.00% Floor	3/22/2030		26,053		19,830		19,745	(4)(9)(11) (17)(26)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	3/22/2029		3,947		672		671	(4)(9)(11) (17)(26)
							20,502		20,416
Greencross
Vermont Aus Pty Ltd	First Lien Secured Debt	S+550, 0.75% Floor	3/23/2028		102,779		100,559		100,210	(4)(8)(9) (17)
	First Lien Secured Debt	BBSW+575, 0.75% Floor	3/23/2028	A$	9,900		7,184		6,452	(3)(4)(8) (9)(20)
							107,743		106,662
Houghton Mifflin
Houghton Mifflin Harcourt Company	First Lien Secured Debt	S+525, 0.50% Floor	4/9/2029		49,757		47,524		44,744	(17)
		Total Diversified Consumer Services				$	191,420	$	187,719
Diversified Financial Services
Acuity
Trident Bidco Limited	First Lien Secured Debt	S+525, 0.00% Floor	6/7/2029	$	61,619	$	60,395	$	60,387	(4)(8)(9) (15)
PIB
Paisley Bidco Limited	First Lien Secured Debt	SONIA+700, 0.00% Floor	3/17/2028	£	22,500		6,890		6,852	(3)(4)(8) (11)(19)(26)
		Total Diversified Financial Services				$	67,285	$	67,239
Diversified Telecommunication Services
ORBCOMM
ORBCOMM, Inc.	First Lien Secured Debt	L+425, 0.75% Floor	9/1/2028	$	3,995	$	4,004	$	3,314	(14)
		Total Diversified Telecommunication Services				$	4,004	$	3,314
Electric Utilities
Congruex Group LLC
Congruex Group LLC	First Lien Secured Debt	S+575, 0.75% Floor	5/3/2029	$	29,775	$	29,099	$	29,105	(4)(9)(17)
		Total Electric Utilities				$	29,099	$	29,105
Electrical Equipment
Antylia Scientific
CPI Buyer, LLC	First Lien Secured Debt	S+550, 0.75% Floor	11/1/2028	$	31,301	$	31,301	$	30,831	(4)(16)
	First Lien Secured Debt	L+550, 0.75% Floor	11/1/2028		6,475		3,129		3,032	(4)(14)(26)
	First Lien Secured Debt - Revolver	L+550, 0.75% Floor	10/30/2026		3,346		—		(50)	(4)(5)(11) (26)
		Total Electrical Equipment				$	34,430	$	33,813
Entertainment
Chernin Entertainment
Jewel Purchaser, Inc.	First Lien Secured Debt	S+550, 0.50% Floor	7/1/2027	$	92,247	$	90,126	$	91,786	(4)(9)(17)
		Total Entertainment				$	90,126	$	91,786
Equity Real Estate Investment Trusts (REITs)
Oak View Group
OVG Business Services, LLC	First Lien Secured Debt	L+625, 1.00% Floor	11/20/2028	$	7,425	$	7,425	$	7,239	(14)
		Total Equity Real Estate Investment Trusts (REITs)				$	7,425	$	7,239

See notes to consolidated financial statements

10

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
Financial Services
Pave America
Pavement Partners Interco, LLC	First Lien Secured Debt	S+675, 1.00% Floor	2/7/2028	$	27,395	$	23,217	$	23,200	(4)(9)(11) (17)(26)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	2/7/2028		2,605		792		790	(4)(9)(11) (17)(26)
							24,009		23,990
VEPF VII
VEPF VII Holdings, L.P.	First Lien Secured Debt	S+450, 0.00% Floor	2/28/2028		18,000		17,911		17,910	(4)(8)(17)
		Total Financial Services				$	41,920	$	41,900
Financing
Transportation Insight
TI Intermediate Holdings, LLC	First Lien Secured Debt	L+425, 1.00% Floor	12/18/2024	$	7,443	$	7,443	$	7,406	(4)(14)
		Total Financing				$	7,443	$	7,406
Food & Staples Retailing
Rise and Brill
Ultimate Baked Goods Midco LLC	First Lien Secured Debt	S+650, 1.00% Floor	8/13/2027	$	8,279	$	8,052	$	8,011	(4)(9)(16)
	First Lien Secured Debt - Revolver	L+650, 1.00% Floor	8/13/2027		1,016		88		94	(4)(9)(11) (14)(26)
		Total Food & Staples Retailing				$	8,140	$	8,105
Food Products
Tate & Lyle
Primary Products Finance LLC	First Lien Secured Debt	S+400, 0.50% Floor	4/1/2029	$	4,216	$	4,198	$	4,162	(17)
		Total Food Products				$	4,198	$	4,162
Ground Transportation
PODS
PODS, LLC	First Lien Secured Debt	S+300, 0.75% Floor	3/31/2028	$	10,569	$	10,579	$	10,290	(17)
	First Lien Secured Debt	S+400, 0.75% Floor	3/31/2028		5,237		5,081		5,158	(17)
		Total Ground Transportation				$	15,660	$	15,448
Health Care Equipment & Supplies
Embecta Corp.
Embecta Corp.	First Lien Secured Debt - Corporate Bond	5.00%	2/15/2030	$	7,500	$	6,877	$	6,459
Treace Medical Concepts
Treace Medical Concepts, Inc.	First Lien Secured Debt	S+600, 1.00% Floor	4/1/2027		17,500		7,261		7,203	(4)(8)(9) (16)(26)
	First Lien Secured Debt - Revolver	S+400, 1.00% Floor	4/1/2027		1,500		200		185	(4)(8)(9) (11)(16)(26)
							7,461		7,388
Zest Dental Solutions
Zest Acquisition Corp.	First Lien Secured Debt	S+550, 0.00% Floor	2/8/2028		11,970		11,372		11,566	(17)
		Total Health Care Equipment & Supplies				$	25,710	$	25,413
Health Care Providers & Services
Advarra
Advarra Holdings, Inc.	First Lien Secured Debt	S+575, 0.75% Floor	8/24/2029	$	199,541	$	179,773	$	180,970	(4)(9)(11) (17)(26)
Affordable Care
ACI Group Holdings, Inc.	First Lien Secured Debt	L+550, 0.75% Floor	8/2/2028		4,960		4,960		4,910	(4)(14)

See notes to consolidated financial statements

11

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
Athenahealth
Athenahealth Group Inc.	First Lien Secured Debt	S+350, 0.50% Floor	2/15/2029		46,895		40,472		38,892	(11)(17) (26)
CoreTrust
Coretrust Purchasing Group LLC	First Lien Secured Debt	S+675, 0.75% Floor	10/1/2029		37,182		31,454		31,330	(4)(11)(17) (26)
	First Lien Secured Debt - Revolver	S+675, 0.75% Floor	10/1/2029		4,737		(132)		(142)	(4)(5)(11) (26)
							31,322		31,188
Dental Care Alliance
DCA Investment Holding LLC	First Lien Secured Debt	S+641, 0.75% Floor	4/3/2028		2,472		2,472		2,472	(4)(17)
Eating Recovery Center
ERC Topco Holdings, LLC	First Lien Secured Debt	L+550, 0.75% Floor	11/10/2028		35,205		35,205		34,677	(4)(14)
	First Lien Secured Debt - Revolver	L+550, 0.75% Floor	11/10/2027		3,195		1,278		1,214	(4)(11)(14) (26)
							36,483		35,891
Gateway Services
Gateway US Holdings, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	9/22/2026		89,227		84,913		84,289	(4)(11)(17) (26)
	First Lien Secured Debt	S+550, 0.75% Floor	9/22/2026		3,402		2,827		2,797	(4)(11)(17) (26)
	First Lien Secured Debt - Revolver	S+650, 0.75% Floor	9/22/2026		2,629		1,430		1,407	(4)(11)(17) (26)
							89,170		88,493
Medical Solutions Holdings
Medical Solutions Holdings, Inc.	First Lien Secured Debt	S+325, 0.50% Floor	11/1/2028		4,987		4,996		4,860	(17)
Practice Plus Group
Practice Plus Group Bidco Limited / Practice Plus Group Holdings Limited	First Lien Secured Debt	SONIA+650, 0.50% Floor	11/18/2029	£	10,000		11,575		12,028	(3)(4)(8) (9)(19)
Public Partnerships
PPL Acquisition LLC	First Lien Secured Debt	S+625, 0.75% Floor	7/1/2028		8,780		8,571		8,604	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+625, 0.75% Floor	7/1/2028		1,000		(17)		(20)	(4)(5)(9) (11)(26)
PPL Equity LP	Preferred Equity - Preferred Stocks	N/A	N/A		50,000 Shares		50		50	(4)(9)
	Preferred Equity - Equity Unit	N/A	N/A		50,000 Shares		50		—	(4)(9)
							8,654		8,634
Smile Brands
Smile Brands Inc.	First Lien Secured Debt	S+450, 0.75% Floor	10/12/2025		7,424		7,424		7,387	(4)(17)
Thrive Pet Healthcare
Pathway Vet Alliance LLC	First Lien Secured Debt	L+375, 0.00% Floor	3/31/2027		27,430		27,386		24,161	(14)
Tivity Health
Tivity Health, Inc.	First Lien Secured Debt	S+600, 0.75% Floor	6/28/2029		114,425		112,827		113,281	(4)(9)(17)
		Total Health Care Providers & Services				$	557,514	$	553,167
Health Care Technology
Clario
eResearchTechnology, Inc.	First Lien Secured Debt	L+450, 1.00% Floor	2/4/2027	$	26,931	$	26,428	$	25,483	(14)
Wellsky
Project Ruby Ultimate Parent Corp.	First Lien Secured Debt	S+575, 0.75% Floor	3/10/2028		53,233		51,777		51,902	(4)(17)
		Total Health Care Technology				$	78,205	$	77,385

See notes to consolidated financial statements

12

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
Hotels, Restaurants & Leisure
Delivery Hero
Delivery Hero Finco Germany GmbH	First Lien Secured Debt	E+575, 0.00% Floor	8/12/2027	€	79,000	$	82,060	$	83,962	(3)(8)(9) (21)
Delivery Hero SE	First Lien Secured Debt	S+575, 0.50% Floor	8/12/2027		17,825		17,485		17,527	(8)(9)(17)
							99,545		101,489
Fertitta Entertainment
Fertitta Entertainment LLC/NV	First Lien Secured Debt	S+400, 0.50% Floor	1/27/2029		9,975		10,017		9,843	(17)
Norwegian Cruise Line
NCL Corporation Ltd.	First Lien Secured Debt - Corporate Bond	9.75%	2/22/2028		19,223		19,033		20,173	(4)(8)(9)
PARS
PARS Group LLC	First Lien Secured Debt	S+675, 1.50% Floor	4/3/2028		10,000		8,921		8,898	(4)(9)(16) (26)
		Total Hotels, Restaurants & Leisure				$	137,516	$	140,403
Household Durables
Ergotron
Ergotron Acquisition, LLC	First Lien Secured Debt	S+575, 0.75% Floor	7/6/2028	$	9,900	$	9,721	$	9,702	(4)(17)
Ergotron Investments, LLC	Common Equity - Equity Unit	N/A	N/A		500 Shares		50		48	(4)
		Total Household Durables				$	9,771	$	9,750
Household Products
Advantice Health
Jazz AH Holdco, LLC	First Lien Secured Debt	S+500, 0.75% Floor	4/3/2028	$	9,164	$	7,164	$	6,911	(4)(11)(17) (26)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	4/3/2028		800		367		358	(4)(11)(17) (26)
		Total Household Products				$	7,531	$	7,269
Insurance
Alera Group, Inc.
Alera Group, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	10/2/2028	$	39,843	$	33,710	$	34,000	(4)(9)(11) (17)(26)
	First Lien Secured Debt	S+600, 0.75% Floor	10/2/2028		16,563		16,187		16,361	(4)(9)
							49,897		50,361
Asurion
Asurion, LLC	First Lien Secured Debt	L+325, 0.00% Floor	12/23/2026		15,355		15,277		14,285	(14)
	First Lien Secured Debt	L+325, 0.00% Floor	7/31/2027		7,587		7,579		6,980	(14)
							22,856		21,265
Howden Group
Hyperion Refinance Sarl	First Lien Secured Debt	S+525, 0.75% Floor	11/12/2027		103,000		100,982		103,000	(4)(8)(17)
	First Lien Secured Debt	S+400, 0.50% Floor	3/24/2030		9,890		9,546		9,853	(8)(16)
							110,528		112,853
Patriot Growth Insurance Services
Patriot Growth Insurance Services, LLC	First Lien Secured Debt	L+550, 0.75% Floor	10/16/2028		32,387		32,387		32,387	(4)(14)
	First Lien Secured Debt - Revolver	L+550, 0.75% Floor	10/16/2028		2,311		—		—	(4)(11)(26)
							32,387		32,387
Risk Strategies
RSC Acquisition Inc	First Lien Secured Debt	S+550, 0.75% Floor	10/30/2026		26,950		14,097		14,137	(4)(11)(17) (26)
		Total Insurance				$	229,765	$	231,003

See notes to consolidated financial statements

13

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
IT Services
Anaplan
Anaplan, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	6/21/2029	$	146,692	$	143,989	$	144,491	(4)(17)
	First Lien Secured Debt - Revolver	S+650, 0.75% Floor	6/21/2028		9,073		(158)		(136)	(4)(5)(11) (26)
							143,831		144,355
Genesys Cloud
Greeneden U.S. Holdings II, LLC	First Lien Secured Debt	L+400, 0.75% Floor	12/1/2027		16,396		16,387		16,187	(14)
Peraton Corp.
Peraton Corp.	First Lien Secured Debt	L+375, 0.75% Floor	2/1/2028		24,935		24,934		24,676	(14)
Virtusa
Virtusa Corporation	First Lien Secured Debt	S+375, 0.75% Floor	2/15/2029		10,972		10,868		10,869	(17)
Wood Mackenzie
Planet US Buyer LLC	First Lien Secured Debt	S+675, 0.75% Floor	2/1/2030		63,111		61,247		61,218	(4)(8)(9) (17)
	First Lien Secured Debt - Revolver	S+675, 0.75% Floor	2/1/2028		5,049		(147)		(151)	(4)(5)(8) (9)(11)(26)
							61,100		61,067
		Total IT Services				$	257,120	$	257,154
Machinery
Charter Next Generation
Charter Next Generation, Inc.	First Lien Secured Debt	S+375, 0.75% Floor	12/1/2027	$	10,000	$	10,033	$	9,893	(16)
Pro Mach Group, Inc.
Pro Mach Group, Inc.	First Lien Secured Debt	L+400, 1.00% Floor	8/31/2028		21,687		21,748		21,615	(14)
	First Lien Secured Debt	S+500, 0.50% Floor	8/31/2028		2,514		2,388		2,526	(17)
							24,136		24,141
SPX Flow
SPX Flow, Inc.	Unsecured Debt - Corporate Bond	8.75%	4/1/2030		6,255		5,980		5,411
		Total Machinery				$	40,149	$	39,445
Media
Accelerate360
Accelerate360 Holdings, LLC	First Lien Secured Debt	S+550, 1.00% Floor	2/11/2027	$	74,661	$	74,661	$	74,661	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	2/11/2027		26,908		15,696		15,696	(4)(9)(11) (17)(26)
							90,357		90,357
Advantage Sales
Advantage Sales & Marketing Inc.	First Lien Secured Debt	L+450, 0.75% Floor	10/28/2027		27,618		27,688		23,843	(8)(14)
Associa
Associations Inc.	First Lien Secured Debt	S+400 Cash plus 2.50% PIK	7/2/2027		15,322		15,193		15,246	(4)(16)(17)
	First Lien Secured Debt	S+625 Cash plus 2.50% PIK	7/2/2027		985		976		980	(4)(16)
							16,169		16,226
Charter Communications
CCO Holdings LLC / CCO Holdings Capital Corp	Unsecured Debt - Corporate Bond	4.75%	2/1/2032		10,500		9,419		8,833
Gannett
Gannett Holdings, LLC	First Lien Secured Debt	L+500, 0.50% Floor	10/15/2026		59,606		59,417		58,674	(8)(13)
Gannett Co., Inc.
Gannett Holdings, LLC	First Lien Secured Debt - Corporate Bond	6.00%	11/1/2026		16,000		12,702		13,510	(8)

See notes to consolidated financial statements

14

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
Material+
Material Holdings, LLC	First Lien Secured Debt	S+575, 0.75% Floor	8/19/2027		7,425		7,425		7,313	(4)(16)
McGraw Hill
McGraw-Hill Education, Inc.	First Lien Secured Debt	L+475, 0.50% Floor	7/28/2028		34,911		33,898		32,712	(14)
		Total Media				$	257,075	$	251,468
Paper & Forest Products
Ahlstrom-Munksjö
Ahlstrom Holding 3 Oy	First Lien Secured Debt	L+375, 0.75% Floor	2/4/2028	$	8,461	$	8,504	$	8,270	(8)(14)
		Total Paper & Forest Products				$	8,504	$	8,270
Personal Products
Heat Makes Sense
Heat Makes Sense Shared Services, LLC	First Lien Secured Debt	S+550, 0.75% Floor	7/1/2029	$	8,292	$	8,135	$	8,209	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	7/1/2029		1,617		710		723	(4)(9)(17) (26)
Ishtar Co-Invest-B LP	Common Equity - Stock	N/A	N/A		38,889 Shares		39		43	(4)(9)
Oshun Co-Invest-B LP	Common Equity - Stock	N/A	N/A		11,111 Shares		11		12	(4)(9)
							8,895		8,987
VFS Global
Speed Midco 3 S.A R.L.	First Lien Secured Debt	E+700, 0.00% Floor	5/16/2029	€	111,776		114,194		118,797	(3)(4)(8) (9)(22)
	First Lien Secured Debt	SONIA+750, 0.00% Floor	5/16/2029	£	22,059		26,537		26,804	(3)(4)(8) (9)(19)
							140,731		145,601
		Total Personal Products				$	149,626	$	154,588
Pharmaceuticals
Bausch Health
Bausch Health Companies Inc.	First Lien Secured Debt	S+525, 0.50% Floor	2/1/2027	$	41,391	$	39,716	$	30,963	(8)(17)
CNSI
CNSI Holdings, LLC	First Lien Secured Debt	S+650, 0.50% Floor	12/17/2028		35,910		34,703		34,653	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+650, 0.50% Floor	12/17/2027		4,000		(131)		(140)	(4)(5)(9) (11)(26)
		Total Pharmaceuticals				$	74,288	$	65,476
Professional Services
Kroll
Deerfield Dakota Holding, LLC	First Lien Secured Debt	S+375, 1.00% Floor	4/9/2027	$	19,949	$	19,986	$	19,367	(17)
		Total Professional Services				$	19,986	$	19,367
Real Estate Management & Development
3Phase Elevator
Polyphase Elevator Holding Company	First Lien Secured Debt	S+550, 1.00% Floor	6/23/2027	$	3,465	$	3,465	$	3,465	(4)(16)
Pritchard Industries
Pritchard Industries, LLC	First Lien Secured Debt	S+550, 0.75% Floor	10/13/2027		6,435		6,435		6,338	(4)(18)
		Total Real Estate Management & Development				$	9,900	$	9,803

See notes to consolidated financial statements

15

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
Software
Access Group
Armstrong Bidco Limited	First Lien Secured Debt	SONIA+550, 0.00% Floor	6/28/2029	£	42,000	$	46,194	$	46,797	(3)(4)(8) (11)(19)(26)
Avalara
Avalara, Inc.	First Lien Secured Debt	S+725, 0.75% Floor	10/19/2028		136,364		133,138		133,636	(4)(17)
	First Lien Secured Debt - Revolver	S+725, 0.75% Floor	10/19/2028		13,636		(316)		(273)	(4)(5)(11) (26)
							132,822		133,363
BMC Software
Boxer Parent Company Inc.	First Lien Secured Debt	L+375, 0.00% Floor	10/2/2025		11,965		11,965		11,834	(14)
Citrix
Cloud Software Group, Inc.	First Lien Secured Debt	S+450, 0.50% Floor	9/29/2028		45,000		39,378		40,797	(17)
	First Lien Secured Debt	S+450, 0.50% Floor	3/30/2029		22,307		20,368		20,355	(17)
							59,746		61,152
Coupa Software
Coupa Software Incorporated	First Lien Secured Debt	S+750, 0.75% Floor	2/27/2030		60,220		53,853		53,840	(4)(9)(11) (17)(26)
	First Lien Secured Debt - Revolver	S+750, 0.75% Floor	2/27/2029		3,780		(93)		(94)	(4)(5)(9) (11)(26)
							53,760		53,746
DigiCert
Dcert Buyer, Inc.	First Lien Secured Debt	S+400, 0.00% Floor	10/16/2026		27,928		27,902		27,409	(16)
Duck Creek Technologies
Disco Parent, LLC	First Lien Secured Debt	S+750, 1.00% Floor	3/30/2029		21,392		20,858		20,857	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+750, 1.00% Floor	3/30/2029		2,139		(53)		(53)	(4)(5)(9) (11)(26)
							20,805		20,804
Flexera
Flexera Software LLC	First Lien Secured Debt	L+375, 0.75% Floor	3/3/2028		22,442		22,468		22,162	(14)
Imperva
Imperva, Inc.	First Lien Secured Debt	L+400, 1.00% Floor	1/12/2026		44,883		44,866		39,520	(14)
Infoblox
Delta Topco, Inc.	First Lien Secured Debt	S+375, 0.75% Floor	12/1/2027		26,000		25,972		24,169	(17)
Medallia
Medallia, Inc.	First Lien Secured Debt	L+600 Cash plus 0.75% PIK	10/29/2028		36,933		36,184		36,748	(4)(9)(14)
Ping Identity
Ping Identity Holding Corp.	First Lien Secured Debt	S+700, 0.75% Floor	10/17/2029		22,727		22,185		22,159	(4)(16)
	First Lien Secured Debt - Revolver	S+700, 0.75% Floor	10/17/2028		2,273		(53)		(57)	(4)(5)(11) (26)
							22,132		22,102
Relativity
Relativity ODA LLC	First Lien Secured Debt	L+650 Cash plus 1.00% PIK	5/12/2027		28,930		27,990		27,773	(4)(14)
	First Lien Secured Debt - Revolver	L+650 Cash plus 1.00% PIK	5/12/2027		2,500		(55)		(100)	(4)(5)(11) (26)
							27,935		27,673
Solera
Polaris Newco, LLC	First Lien Secured Debt	L+400, 0.50% Floor	6/2/2028		49,818		49,881		45,569	(14)
Sovos Compliance
Sovos Compliance, LLC	First Lien Secured Debt	L+450, 0.50% Floor	8/11/2028		5,174		5,166		4,912	(14)
Stamps.com
Auctane, Inc.	First Lien Secured Debt	L+575, 0.75% Floor	10/5/2028		32,175		31,650		32,175	(4)(9)(14)

See notes to consolidated financial statements

16

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (27)		Fair Value (1)(28)
Zendesk
Zendesk, Inc.	First Lien Secured Debt	S+700, 0.75% Floor	11/22/2028		142,059		139,310		139,928	(4)(9)(17)
	First Lien Secured Debt	S+650, 0.75% Floor	11/22/2028		35,515		(339)		(533)	(4)(5)(9) (11)(26)
	First Lien Secured Debt - Revolver	S+650, 0.75% Floor	11/22/2028		14,624		(279)		(219)	(4)(5)(9) (11)(26)
							138,692		139,176
		Total Software				$	758,140	$	749,311
Special Purpose Entity
48forty Solutions
Alpine Acquisition Corp II	First Lien Secured Debt	S+550, 1.00% Floor	11/30/2026	$	7,444	$	7,444	$	7,407	(4)(17)
		Total Special Purpose Entity				$	7,444	$	7,407
Specialty Retail
Carvana
Carvana Co.	Unsecured Debt - Corporate Bond	10.25%	5/1/2030	$	56,858	$	51,893	$	32,705	(8)
	Unsecured Debt - Corporate Bond	4.88%	9/1/2029		3,300		2,074		1,384	(8)
							53,967		34,089
PetSmart
PetSmart LLC	First Lien Secured Debt	S+375, 0.75% Floor	2/11/2028		9,850		9,855		9,786	(16)
		Total Specialty Retail				$	63,822	$	43,875
Technology Hardware, Storage & Peripherals
Forterro
Yellow Castle AB	First Lien Secured Debt	E+500, 0.00% Floor	7/9/2029	€	9,802	$	9,736	$	10,417	(3)(4)(8)(22)
	First Lien Secured Debt	SARON+550, 0.00% Floor	7/9/2029	₣	3,296		3,306		3,530	(3)(4)(8)(23)
	First Lien Secured Debt	E+550, 0.00% Floor	7/7/2029	€	8,445		3,097		3,328	(3)(4)(8)(22) (26)
	First Lien Secured Debt	STIBOR+550, 0.00% Floor	7/9/2029	kr	34,792		3,228		3,285	(3)(4)(8)(24)
		Total Technology Hardware, Storage & Peripherals				$	19,367	$	20,560
Textiles, Apparel & Luxury Goods
Authentic Brands
ABG Intermediate Holdings 2 LLC	First Lien Secured Debt	S+400, 0.00% Floor	12/21/2028	$	6,778	$	6,676	$	6,715	(17)
	First Lien Secured Debt	S+325, 0.00% Floor	12/21/2028		2,222		(22)		(21)	(5)(16)(26)
							6,654		6,694
Claire's
Claire's Stores, Inc.	First Lien Secured Debt	L+650, 0.00% Floor	12/18/2026		11,988		11,824		10,809	(14)
Iconix Brand Group
IBG Borrower LLC	First Lien Secured Debt	S+600, 1.00% Floor	8/22/2029		42,538		41,541		41,688	(4)(9)(17)
		Total Textiles, Apparel & Luxury Goods				$	60,019	$	59,191
Transportation Infrastructure
Alliance Ground International
AGI-CFI Holdings, Inc.	First Lien Secured Debt	S+575, 0.75% Floor	6/11/2027	$	9,925	$	9,749	$	9,925	(4)(17)
	First Lien Secured Debt	S+550, 0.75% Floor	6/11/2027		7,424		7,424		7,424	(4)(17)
							17,173		17,349
Swissport
Radar Bidco S.a.r.l.	First Lien Secured Debt	E+725, 0.00% Floor	9/30/2027	€	85,000		80,261		89,417	(3)(4)(8)(9) (22)
		Total Transportation Infrastructure				$	97,434	$	106,766
		Total Investments before Cash Equivalents				$	4,313,137	$	4,252,936
State Street Institutional US Government Money Market Fund							2		2	(7)
		Total Investments after Cash Equivalents				$	4,313,139		4,252,938

See notes to consolidated financial statements

17

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Derivative Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Footnote Reference
Interest rate swap (a)	4.02%	3-month SOFR	12/21/2025	$	62,000	Note 5
Interest rate swap (a)	3.97%	3-month SOFR	1/19/2026		38,000	Note 5
Interest rate swap (a)	3.67%	3-month SOFR	12/21/2027		82,000	Note 5
Interest rate swap (a)	3.65%	3-month SOFR	1/19/2028		18,000	Note 5

(a) Bears interest at a rate determined by three-month SOFR. The interest rate locked two business days prior to settlement of the interest rate swaps. The three-month SOFR is 4.91% on March 31, 2023.

Derivative Instrument	Settlement Date	Notional amount to be purchased		Notional amount to be sold		Footnote Reference
Foreign currency forward contract	6/21/2023	$	3,518	₣	3,168	Note 5
Foreign currency forward contract	6/21/2023	₣	50	$	55	Note 5
Foreign currency forward contract	6/21/2023	$	3,690	€	3,462	Note 5
Foreign currency forward contract	6/21/2023	€	3,462	$	3,765	Note 5
Foreign currency forward contract	6/21/2023	$	15,830	£	13,160	Note 5
Foreign currency forward contract	6/21/2023	£	13,160	$	16,223	Note 5

(1)

Fair value is determined in good faith by or under the direction of the Board of Trustees of the Company (See Note 2 to the consolidated financial statements).

(2)

Aggregate gross unrealized gain and loss for federal income tax purposes is $20,553 and $(94,506), respectively. Net unrealized loss is $(73,953) based on a tax cost of $4,325,981.

(3)

Par amount is denominated in USD unless otherwise noted, British Pound (“£”), Australian Dollar (“A$”), European Euro ("€"), Swedish Krona ("kr") and Swiss Franc ("₣").

(4)

These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 4), pursuant to the Company’s valuation policy.

(5)

The negative fair value is the result of the commitment being valued below par.

(6)

All debt investments are income producing unless otherwise indicated.

(7)

This security is included in Cash and Cash Equivalents on the Consolidated Statements of Assets and Liabilities.

(8)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of March 31, 2023, non-qualifying assets represented approximately 27.77% of the total assets of the Company.

(9)

These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so (see to the consolidated financial statements for discussion of the exemptive order from the SEC).

(10)

These debt investments are not pledged as collateral under any of the Company's credit facilities (see Note 6). For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(11)

The undrawn portion of these committed revolvers and delayed draw term loans includes a commitment and unused fee rate.

See notes to consolidated financial statements

18

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

(12)

Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), the Secured Overnight Financing Rate ("SOFR" or "S") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period, and may be subject to interest floors.

(13)

The interest rate on these loans is subject to 1 month LIBOR, which as of March 31, 2023 was 4.86%

(14)

The interest rate on these loans is subject to 3 months LIBOR, which as of March 31, 2023 was 5.19%

(15)

The interest rate on these loans is subject to SOFR, which as of March 31, 2023 was 4.87%

(16)

The interest rate on these loans is subject to 1 month SOFR, which as of March 31, 2023 was 4.80%

(17)

The interest rate on these loans is subject to 3 months SOFR, which as of March 31, 2023 was 4.91%

(18)

The interest rate on these loans is subject to 6 months SOFR, which as of March 31, 2023 was 4.90%

(19)

The interest rate on these loans is subject to SONIA, which as of March 31, 2023 was 4.18%

(20)

The interest rate on these loans is subject to 3 months BBSW, which as of March 31, 2023 was 3.72%

(21)

The interest rate on these loans is subject to 3 months EURIBOR, which as of March 31, 2023 was 3.04%

(22)

The interest rate on these loans is subject to 6 months EURIBOR, which as of March 31, 2023 was 3.34%

(23)

The interest rate on these loans is subject to Swiss Average Rate Overnight (SARON), which as of March 31, 2023 was 1.42%

(24)

The interest rate on these loans is subject to 6 months Stockholm Interbank Offered Rate (STIBOR), which as of March 31, 2023 was 3.78%

(25)

Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company. As of March 31, 2023, all of the company's investments were non-controlled, non-affiliated.

See notes to consolidated financial statements

19

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

(26)

As of March 31, 2023, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 7 to the consolidated financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.

Name of Issuer	Total revolving and delayed draw loan commitments		Less: funded commitments		Total unfunded commitments		Less: commitments substantially at discretion of the Company		Less: unavailable commitments due to borrowing base or other covenant restrictions		Total net adjusted unfunded revolving and delayed draw commitments
ABG Intermediate Holdings 2 LLC	$	2,222	$	—	$	2,222	$	—	$	—	$	2,222
Accelerate360 Holdings, LLC		26,908		(15,696)		11,212		—		—		11,212
Advarra Holdings, Inc.		16,576		—		16,576		—		—		16,576
Alera Group, Inc.		5,400		—		5,400		—		—		5,400
Anaplan, Inc.		9,073		—		9,073		—		—		9,073
Armstrong Bidco Limited*		3,978		—		3,978		—		—		3,978
Athenahealth Group Inc.		5,131		—		5,131		—		—		5,131
Avalara, Inc.		13,636		—		13,636		—		—		13,636
AxiomSL Group, Inc.		2,000		—		2,000		—		—		2,000
CI (Quercus) Intermediate Holdings, LLC		3,486		—		3,486		—		—		3,486
CNSI Holdings, LLC		4,000		—		4,000		—		—		4,000
Coretrust Purchasing Group LLC (HPG Enterprises LLC)		9,474		—		9,474		—		—		9,474
Coupa Software Incorporated		8,716		—		8,716		—		—		8,716
CPI Buyer, LLC		6,692		—		6,692		—		—		6,692
Disco Parent, LLC		2,139		—		2,139		—		—		2,139
Eagle Purchaser, Inc.		9,474		(789)		8,684		—		(5,526)		3,158
ERC Topco Holdings, LLC		3,195		(1,278)		1,917		—		—		1,917
Gateway US Holdings, Inc.		6,783		(1,446)		5,337		—		(4,154)		1,183
Heat Makes Sense Shared Services, LLC		1,617		(739)		878		—		—		878
Investment Company 24 Bidco Limited*		711		—		711		—		—		711

See notes to consolidated financial statements

20

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Name of Issuer	Total revolving and delayed draw loan commitments		Less: funded commitments		Total unfunded commitments		Less: commitments substantially at discretion of the Company		Less: unavailable commitments due to borrowing base or other covenant restrictions		Total net adjusted unfunded revolving and delayed draw commitments
IQN Holding Corp.		17,001		—		17,001		—		—		17,001
Jazz AH Holdco, LLC		2,800		(380)		2,420		—		—		2,420
Mount Olympus Bidco Limited		831		—		831		—		—		831
Paisley Bidco Limited*		20,488		—		20,488		—		—		20,488
PARS Group LLC		952		—		952		—		—		952
Patriot Growth Insurance Services, LLC		2,311		—		2,311		—		—		2,311
Pavement Partners Interco, LLC		6,030		(868)		5,161		—		—		5,161
Ping Identity Holding Corp.		2,273		—		2,273		—		—		2,273
Planet US Buyer LLC		5,049		—		5,049		—		—		5,049
PPL Acquisition LLC		1,000		—		1,000		—		—		1,000
Relativity ODA LLC		2,500		—		2,500		—		—		2,500
Roaring Fork III-B, LLC		21,871		—		21,871		—		—		21,871
RSC Acquisition Inc		12,733		—		12,733		—		—		12,733
Treace Medical Concepts, Inc.		11,708		(200)		11,508		—		(5,833)		5,675
Trench Plate Rental Co.		4,545		(1,205)		3,341		—		—		3,341
TZ Buyer LLC		606		—		606		—		—		606
Ultimate Baked Goods Midco LLC		1,016		(127)		889		—		—		889
Yellow Castle AB*		5,648		—		5,648		—		—		5,648
Zendesk, Inc.		50,138		—		50,138		—		—		50,138
Total	$	310,710	$	(22,729)	$	287,981	$	—	$	(15,513)	$	272,468

* These investments are in a foreign currency and the total commitment has been converted to USD using the March 31, 2023 exchange rate.

See notes to consolidated financial statements

21

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

(27)

The following shows the composition of the Company’s portfolio at cost by investment type and industry as of March 31, 2023:

Industry	First Lien - Secured Debt			Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total
Aerospace & Defense	$	22,456		$	—	$	—	$	—	$	—	$	22,456
Asset Backed Securities		27,748			—		—		—		—		27,748
Auto Components		22,468			—		—		—		—		22,468
Automobile Components		19,780			—		—		—		—		19,780
Biotechnology		43,793			—		—		—		—		43,793
Building Products		99,605			—		—		—		—		99,605
Capital Markets		34,842			—		—		—		—		34,842
Chemicals		74,551			—		—		—		—		74,551
Commercial Services & Supplies		392,535			—		—		—		50		392,585
Communications Equipment		18,584			39,679		—		—		—		58,263
Construction & Engineering		45,646			—		—		—		50		45,696
Consumer Finance		31,045			—		—		—		—		31,045
Containers & Packaging		70,269			—		—		—		—		70,269
Diversified Consumer Services		191,420			—		—		—		—		191,420
Diversified Financial Services		67,285			—		—		—		—		67,285
Diversified Telecommunication Services		4,004			—		—		—		—		4,004
Electric Utilities		29,099			—		—		—		—		29,099
Electrical Equipment		34,430			—		—		—		—		34,430
Entertainment		90,126			—		—		—		—		90,126
Equity Real Estate Investment Trusts (REITs)		7,425			—		—		—		—		7,425
Financial Services		41,920			—		—		—		—		41,920
Financing		7,443			—		—		—		—		7,443
Food & Staples Retailing		8,140			—		—		—		—		8,140
Food Products		4,198			—		—		—		—		4,198
Ground Transportation		15,660			—		—		—		—		15,660
Health Care Equipment & Supplies		25,710			—		—		—		—		25,710
Health Care Providers & Services		557,415			—		—		99		—		557,514
Health Care Technology		78,205			—		—		—		—		78,205
Hotels, Restaurants & Leisure		137,516			—		—		—		—		137,516
Household Durables		9,721			—		—		—		50		9,771
Household Products		7,531			—		—		—		—		7,531
Insurance		229,765			—		—		—		—		229,765
IT Services		257,120			—		—		—		—		257,120
Machinery		34,170			—		5,979		—		—		40,149
Media		247,656			—		9,419		—		—		257,075
Paper & Forest Products		8,504			—		—		—		—		8,504
Personal Products		149,576	��		—		—		—		50		149,626
Pharmaceuticals		74,288			—		—		—		—		74,288
Professional Services		19,986			—		—		—		—		19,986
Real Estate Management & Development		9,900			—		—		—		—		9,900
Software		758,140			—		—		—		—		758,140
Special Purpose Entity		7,444			—		—		—		—		7,444
Specialty Retail		9,855			—		53,967		—		—		63,822
Technology Hardware, Storage & Peripherals		19,367			—		—		—		—		19,367
Textiles, Apparel & Luxury Goods		60,019			—		—		—		—		60,019
Transportation Infrastructure		97,434			—		—		—		—		97,434
Total	$	4,203,794		$	39,679	$	69,365	$	99	$	200	$	4,313,137

See notes to consolidated financial statements

22

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

(28)

The following shows the composition of the Company’s portfolio at fair value by investment type, industry and region as of March 31, 2023:

Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total		% of Net Assets
Aerospace & Defense	$	22,474	$	—	$	—	$	—	$	—	$	22,474	1.0%
Asset Backed Securities		27,334		—		—		—		—		27,334	1.2%
Auto Components		22,061		—		—		—		—		22,061	1.0%
Automobile Components		17,826		—		—		—		—		17,826	0.8%
Biotechnology		43,495		—		—		—		—		43,495	1.9%
Building Products		94,950		—		—		—		—		94,950	4.2%
Capital Markets		33,751		—		—		—		—		33,751	1.5%
Chemicals		69,547		—		—		—		—		69,547	3.0%
Commercial Services & Supplies		390,667		—		—		—		53		390,720	17.1%
Communications Equipment		18,401		32,815		—		—		—		51,216	2.2%
Construction & Engineering		45,573		—		—		—		43		45,616	2.0%
Consumer Finance		30,914		—		—		—		—		30,914	1.4%
Containers & Packaging		68,725		—		—		—		—		68,725	3.0%
Diversified Consumer Services		187,719		—		—		—		—		187,719	8.2%
Diversified Financial Services		67,239		—		—		—		—		67,239	2.9%
Diversified Telecommunication Services		3,314		—		—		—		—		3,314	0.1%
Electric Utilities		29,105		—		—		—		—		29,105	1.3%
Electrical Equipment		33,813		—		—		—		—		33,813	1.5%
Entertainment		91,786		—		—		—		—		91,786	4.0%
Equity Real Estate Investment Trusts (REITs)		7,239		—		—		—		—		7,239	0.3%
Financial Services		41,900		—		—		—		—		41,900	1.8%
Financing		7,406		—		—		—		—		7,406	0.3%
Food & Staples Retailing		8,105		—		—		—		—		8,105	0.4%
Food Products		4,162		—		—		—		—		4,162	0.2%
Ground Transportation		15,448		—		—		—		—		15,448	0.7%
Health Care Equipment & Supplies		25,413		—		—		—		—		25,413	1.1%
Health Care Providers & Services		553,117		—		—		50		—		553,167	24.2%
Health Care Technology		77,385		—		—		—		—		77,385	3.4%
Hotels, Restaurants & Leisure		140,403		—		—		—		—		140,403	6.1%
Household Durables		9,702		—		—		—		48		9,750	0.4%
Household Products		7,269		—		—		—		—		7,269	0.3%
Insurance		231,003		—		—		—		—		231,003	10.1%
IT Services		257,154		—		—		—		—		257,154	11.3%
Machinery		34,034		—		5,411		—		—		39,445	1.7%
Media		242,636		—		8,832		—		—		251,468	11.0%
Paper & Forest Products		8,270		—		—		—		—		8,270	0.4%
Personal Products		154,533		—		—		—		55		154,588	6.8%
Pharmaceuticals		65,476		—		—		—		—		65,476	2.9%
Professional Services		19,367		—		—		—		—		19,367	0.8%

See notes to consolidated financial statements

23

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total		% of Net Assets
Real Estate Management & Development		9,803		—		—		—		—		9,803	0.4%
Software		749,311		—		—		—		—		749,311	32.8%
Special Purpose Entity		7,407		—		—		—		—		7,407	0.3%
Specialty Retail		9,786		—		34,089		—		—		43,875	1.9%
Technology Hardware, Storage & Peripherals		20,560		—		—		—		—		20,560	0.9%
Textiles, Apparel & Luxury Goods		59,191		—		—		—		—		59,191	2.6%
Transportation Infrastructure		106,766		—		—		—		—		106,766	4.7%
Total	$	4,171,540	$	32,815	$	48,332	$	50	$	199	$	4,252,936	186.1%
% of Net Assets		182.5%		1.4%		2.1%		0.0%		0.0%		186.1%

See notes to consolidated financial statements

24

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Industry Classification	Percentage of Total Investments (at Fair Value) as of March 31, 2023
Software	17.6%
Health Care Providers & Services	13.0%
Commercial Services & Supplies	9.2%
IT Services	6.0%
Media	5.9%
Insurance	5.5%
Diversified Consumer Services	4.4%
Personal Products	3.7%
Hotels, Restaurants & Leisure	3.3%
Transportation Infrastructure	2.5%
Building Products	2.3%
Entertainment	2.2%
Health Care Technology	1.8%
Chemicals	1.6%
Containers & Packaging	1.6%
Diversified Financial Services	1.6%
Pharmaceuticals	1.5%
Textiles, Apparel & Luxury Goods	1.4%
Communications Equipment	1.2%
Construction & Engineering	1.1%
Specialty Retail	1.0%
Biotechnology	1.0%
Financial Services	1.0%
Machinery	0.9%
Electrical Equipment	0.8%
Capital Markets	0.8%
Consumer Finance	0.7%
Electric Utilities	0.7%
Asset Backed Securities	0.6%
Health Care Equipment & Supplies	0.6%
Aerospace & Defense	0.5%
Auto Components	0.5%
Technology Hardware, Storage & Peripherals	0.5%
Professional Services	0.5%
Automobile Components	0.4%
Ground Transportation	0.4%
Real Estate Management & Development	0.2%
Household Durables	0.2%
Paper & Forest Products	0.2%
Food & Staples Retailing	0.2%
Special Purpose Entity	0.2%
Financing	0.2%
Household Products	0.2%
Equity Real Estate Investment Trusts (REITs)	0.2%
Food Products	0.1%
	100.0%

See notes to consolidated financial statements

25

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2023

(In thousands, except share data)

Geographic Region	March 31, 2023
United States	80.1%
Europe	9.4%
United Kingdom	6.8%
Australia	2.5%
Canada	0.8%
Asia	0.4%

See notes to consolidated financial statements

26

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Aerospace & Defense
MRO Holdings, Inc.
MRO Holdings, Inc.	First Lien Secured Debt	L+625, 0.50% Floor	12/18/2028	$	5,000	$	5,000	$	4,975	(4)(8)(14)
Vertex Aerospace Services Corp.
Vertex Aerospace Services Corp.	First Lien Secured Debt	L+350, 0.75% Floor	12/6/2028		6,605		6,620		6,499	(14)
		Total Aerospace & Defense				$	11,620	$	11,474
Asset Backed Securities
Roaring Fork III-B, LLC
Roaring Fork III-B, LLC	First Lien Secured Debt	S+540, 0.00% Floor	7/16/2026	$	48,000	$	25,721	$	25,241	(4)(8)(9) (11)(17)(26)
	First Lien Secured Debt	S+525, 0.00% Floor	7/16/2026		2,000		2,000		1,963	(4)(8)(9) (17)
		Total Asset Backed Securities				$	27,721	$	27,204
Auto Components
Mavis Tire Express Services
Mavis Tire Express Services Corp.	First Lien Secured Debt	S+400, 0.75% Floor	5/4/2028	$	30,613	$	30,617	$	29,261	(17)
Truck Hero, Inc.
RealTruck Group, Inc.	First Lien Secured Debt	L+375, 0.75% Floor	1/31/2028		25,243		25,065		21,772	(14)
		Total Auto Components				$	55,682	$	51,033
Biotechnology
Azurity Pharmaceuticals, Inc.
Azurity Pharmaceuticals, Inc.	First Lien Secured Debt	L+600, 0.75% Floor	9/20/2027	$	37,962	$	37,036	$	36,546	(4)(14)
		Total Biotechnology				$	37,036	$	36,546
Building Products
Cornerstone Building Brands
Cornerstone Building Brands, Inc.	First Lien Secured Debt	S+563, 0.50% Floor	8/1/2028	$	56,525	$	55,949	$	53,557	(17)
Oldcastle Building
Oscar Acquisitionco, LLC	First Lien Secured Debt	S+450, 0.50% Floor	4/29/2029		15,960		15,440		15,157	(17)
US LBM
LBM Acquisition, LLC	First Lien Secured Debt	L+375, 0.75% Floor	12/17/2027		43,388		43,018		37,856	(14)
		Total Building Products				$	114,407	$	106,570
Capital Markets
Arrowhead Engineered Products Inc.
Arrowhead Holdco Company	First Lien Secured Debt	S+450, 0.75% Floor	8/31/2028	$	9,925	$	9,925	$	9,677	(4)(17)
Edelman Financial Services
The Edelman Financial Engines Centre, LLC	First Lien Secured Debt	L+350, 0.75% Floor	4/7/2028		33,756		33,736		31,520	(14)
		Total Capital Markets				$	43,661	$	41,197
Chemicals
AOC
LSF11 A5 HoldCo LLC	First Lien Secured Debt	S+350, 0.50% Floor	10/15/2028	$	20,852	$	20,858	$	20,192	(17)
Heubach
SK Neptune Husky Group Sarl	First Lien Secured Debt	S+500, 0.50% Floor	1/3/2029		9,540		9,491		7,620	(8)(17)

27

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Solenis
Olympus Water US Holding Corporation	First Lien Secured Debt	S+450, 0.50% Floor	11/9/2028		13,476		13,277		13,106	(10)(14)
	First Lien Secured Debt	L+375, 0.50% Floor	11/9/2028		13,144		12,937		12,654	(17)
	First Lien Secured Debt - Corporate Bond	7.13%	10/1/2027		3,000		2,972		2,871
							29,186		28,631
W.R. Grace Holdings LLC
W.R. Grace Holdings LLC	First Lien Secured Debt	L+375, 0.50% Floor	9/22/2028		5,982		5,978		5,881	(14)
		Total Chemicals				$	65,513	$	62,324
Commercial Services & Supplies
Allied Universal
Allied Universal Holdco LLC	First Lien Secured Debt	S+375, 0.50% Floor	5/12/2028	$	15,783	$	15,260	$	15,019	(16)
Beeline
IQN Holding Corp.	First Lien Secured Debt	S+525, 0.75% Floor	5/2/2029		61,877		61,301		60,318	(4)(17)
	First Lien Secured Debt	S+550, 0.75% Floor	5/2/2029		12,834		962		646	(4)(11)(17) (26)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	5/2/2028		5,134		(46)		(128)	(4)(5)(11) (26)
							62,217		60,836
Calypso
AxiomSL Group, Inc.	First Lien Secured Debt	L+575, 1.00% Floor	12/3/2027		14,599		14,241		14,599	(4)(14)
	First Lien Secured Debt	L+600, 1.00% Floor	12/3/2027		956		(12)		—	(4)(11)(26)
	First Lien Secured Debt - Revolver	L+600, 1.00% Floor	12/3/2025		1,043		(32)		(10)	(4)(5)(11) (26)
							14,197		14,589
Garda World Security Corporation
Garda World Security Corporation	First Lien Secured Debt	L+425, 0.00% Floor	10/30/2026		24,543		24,512		23,950	(8)(14)
	First Lien Secured Debt	S+425, 0.00% Floor	2/1/2029		10,430		10,336		10,078	(8)(17)
							34,848		34,028
HKA
Mount Olympus Bidco Limited	First Lien Secured Debt	S+575, 0.50% Floor	8/9/2029		18,465		17,233		17,173	(4)(8)(9) (18)(26)
LABL, Inc.
LABL, Inc.	First Lien Secured Debt	L+500, 0.50% Floor	10/29/2028		33,640		33,794		32,042	(14)
Liberty Tire Recycling
LTR Intermediate Holdings, Inc.	First Lien Secured Debt	L+450, 1.00% Floor	5/5/2028		9,122		9,076		8,324	(14)
Profile Products LLC
Profile Products LLC	First Lien Secured Debt	L+550, 0.75% Floor	11/12/2027		4,963		4,963		4,963	(4)(14)
Public Partnerships, LLC
PPL Acquisition LLC	First Lien Secured Debt	S+625, 0.75% Floor	7/1/2028		8,836		8,621		8,659	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+625, 0.75% Floor	7/1/2028		1,000		(18)		(20)	(4)(5)(9) (11)(26)
PPL Equity LP	Preferred Equity - Preferred Stocks	N/A	N/A		50,000 Shares		50		50	(4)(9)
	Preferred Equity - Equity Unit	N/A	N/A		50,000 Shares		50		6	(4)(9)
							8,703		8,695
R. R. Donnelley
R. R. Donnelley & Sons Company	First Lien Secured Debt	S+625, 0.50% Floor	11/1/2026		168,271		166,842		165,747	(4)(9)(17)

28

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
SAVATREE
CI (Quercus) Intermediate Holdings, LLC	First Lien Secured Debt	L+525, 0.75% Floor	10/12/2028		17,576		15,883		15,814	(4)(11)(14) (26)
	First Lien Secured Debt - Revolver	L+550, 0.75% Floor	10/12/2028		2,273		(49)		(43)	(4)(5)(11) (26)
							15,834		15,771
Tranzonic
TZ Buyer LLC	First Lien Secured Debt	S+600, 0.75% Floor	8/14/2028		9,325		7,336		7,324	(4)(9)(17) (26)
	First Lien Secured Debt - Revolver	S+600, 0.75% Floor	8/14/2028		606		(14)		(15)	(4)(5)(9) (11)(26)
TZ Parent LLC	Common Equity - Equity Unit	N/A	N/A		50 Shares		50		50	(4)(9)
							7,372		7,359
TravelCenters of America Inc
TravelCenters of America Inc	First Lien Secured Debt	L+600, 1.00% Floor	12/14/2027		19,600		19,779		19,796	(4)(8)(14)
United Site Services
PECF USS Intermediate Holding III Corporation	First Lien Secured Debt	L+425, 0.50% Floor	12/15/2028		25,245		25,336		21,101	(14)
Version 1
Investment Company 24 Bidco Limited	First Lien Secured Debt	SONIA+575, 0.00% Floor	7/11/2029	£	6,559		7,615		7,692	(3)(4)(8) (9)(19)
	First Lien Secured Debt	E+575, 0.00% Floor	7/11/2029	€	5,406		3,920		4,140	(3)(4)(8) (9)(22)(26)
							11,535		11,832
		Total Commercial Services & Supplies				$	446,989	$	437,275
Communications Equipment
Mitel Networks
MLN US Holdco LLC	First Lien Secured Debt	S+670, 1.00% Floor	10/18/2027	$	38,156	$	39,744	$	33,673	(4)(8)(16)
	First Lien Secured Debt	S+644, 1.00% Floor	10/18/2027		6,395		6,163		6,158	(4)(8)(17)
							45,907		39,831
Ufinet
Zacapa S.a r.l.	First Lien Secured Debt	S+425, 0.50% Floor	3/22/2029		20,844		20,761		20,076	(8)(18)
		Total Communications Equipment				$	66,668	$	59,907
Construction & Engineering
Trench Plate Rental Co.
Trench Plate Rental Co.	First Lien Secured Debt	S+550, 1.00% Floor	12/3/2026	$	45,227	$	44,574	$	44,549	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	12/3/2026		4,545		1,146		1,136	(4)(9)(11) (17)(26)
Trench Safety Solutions Holdings, LLC	Common Equity - Equity Unit	N/A	N/A		331 Shares		50		51	(4)(9)
		Total Construction & Engineering				$	45,770	$	45,736
Consumer Finance
American Express GBT
GBT Group Services B.V.	First Lien Secured Debt	L+650, 1.00% Floor	12/2/2026	$	25,000	$	25,231	$	24,906	(8)(14)
		Total Consumer Finance				$	25,231	$	24,906
Containers & Packaging
Berlin Packaging L.L.C.
Berlin Packaging L.L.C.	First Lien Secured Debt	L+375, 0.50% Floor	3/11/2028	$	34,648	$	34,646	$	33,403	(14)
BOX Partners
Bp Purchaser LLC	First Lien Secured Debt	L+550, 0.75% Floor	12/11/2028		7,444		7,444		7,444	(4)(14)

29

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Tekni-Plex
Trident TPI Holdings, Inc.	First Lien Secured Debt	L+400, 0.50% Floor	9/15/2028		35,907		35,951		34,576	(14)
		Total Containers & Packaging				$	78,041	$	75,423
Diversified Consumer Services
2U
2U, Inc.	First Lien Secured Debt	L+575, 0.75% Floor	12/30/2024	$	24,625	$	24,226	$	24,502	(4)(8)(14)
Houghton Mifflin
Houghton Mifflin Harcourt Company	First Lien Secured Debt	S+525, 0.50% Floor	4/9/2029		49,882		47,586		47,575	(17)
		Total Diversified Consumer Services				$	71,812	$	72,077
Diversified Financial Services
Acuity
Trident Bidco Limited	First Lien Secured Debt	S+525, 0.00% Floor	6/7/2029	$	61,619	$	60,358	$	60,079	(4)(8)(9)
Apex Group Treasury LLC
Apex Group Treasury LLC	First Lien Secured Debt	S+500, 0.50% Floor	7/27/2028		12,500		11,751		12,188	(8)(16)
		Total Diversified Financial Services				$	72,109	$	72,267
Diversified Telecommunication Services
ORBCOMM, Inc.
ORBCOMM, Inc.	First Lien Secured Debt	L+425, 0.75% Floor	9/1/2028	$	4,005	$	4,015	$	3,441	(14)
		Total Diversified Telecommunication Services				$	4,015	$	3,441
Electric Utilities
Congruex Group LLC
Congruex Group LLC	First Lien Secured Debt	S+575, 0.75% Floor	5/3/2029	$	29,850	$	29,152	$	29,178	(4)(9)(17)
		Total Electric Utilities				$	29,152	$	29,178
Electrical Equipment
Antylia Scientific
CPI Buyer, LLC	First Lien Secured Debt	L+550, 0.75% Floor	11/1/2028	$	41,407	$	33,342	$	32,928	(4)(14)(26)
	First Lien Secured Debt - Revolver	L+550, 0.75% Floor	10/30/2026		3,346		—		(33)	(4)(5)(11) (26)
		Total Electrical Equipment				$	33,342	$	32,895
Entertainment
Chernin Entertainment
Jewel Purchaser, Inc.	First Lien Secured Debt	S+550, 0.50% Floor	7/1/2027	$	92,831	$	90,636	$	91,439	(4)(9)(17)
		Total Entertainment				$	90,636	$	91,439
Equity Real Estate Investment Trusts (REITs)
Oak View Group
OVG Business Services, LLC	First Lien Secured Debt	L+625, 1.00% Floor	11/20/2028	$	7,444	$	7,444	$	7,332	(4)(14)
		Total Equity Real Estate Investment Trusts (REITs)				$	7,444	$	7,332
Financing
Transportation Insight
TI Intermediate Holdings, LLC	First Lien Secured Debt	L+425, 1.00% Floor	12/18/2024	$	7,443	$	7,443	$	7,369	(4)(14)
		Total Financing				$	7,443	$	7,369

30

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Food & Staples Retailing
Rise and Brill
Ultimate Baked Goods Midco LLC	First Lien Secured Debt	L+650, 1.00% Floor	8/13/2027	$	8,300	$	8,062	$	8,019	(4)(9)(14)
	First Lien Secured Debt - Revolver	L+650, 1.00% Floor	8/13/2027		1,016		226		232	(4)(9)(11) (14)(26)
		Total Food & Staples Retailing				$	8,288	$	8,251
Food Products
Tate & Lyle
Primary Products Finance LLC	First Lien Secured Debt	S+400, 0.50% Floor	4/1/2029	$	11,008	$	11,018	$	10,853	(17)
		Total Food Products				$	11,018	$	10,853
Health Care Equipment & Supplies
Embecta Corp.
Embecta Corp.	First Lien Secured Debt - Corporate Bond	5.00%	2/15/2030	$	7,500	$	6,860	$	6,319
Treace Medical Concepts, Inc.
Treace Medical Concepts, Inc.	First Lien Secured Debt	S+600, 1.00% Floor	4/1/2027		17,500		7,259		7,028	(4)(8)(9) (16)(26)
	First Lien Secured Debt - Revolver	S+400, 1.00% Floor	4/1/2027		1,500		200		178	(4)(8)(9) (11)(16)(26)
							7,459		7,206
		Total Health Care Equipment & Supplies				$	14,319	$	13,525
Health Care Providers & Services
Advarra Holdings, Inc.
Advarra Holdings, Inc.	First Lien Secured Debt	S+575, 0.75% Floor	8/24/2029	$	200,000	$	180,135	$	180,424	(4)(9)(11) (17)(26)
Affordable Care
ACI Group Holdings, Inc.	First Lien Secured Debt	L+450, 0.75% Floor	8/2/2028		4,962		4,962		4,863	(4)(14)
Athenahealth
Athenahealth Group Inc.	First Lien Secured Debt	S+350, 0.50% Floor	2/15/2029		50,532		43,660		40,215	(11)(17) (26)
CoreTrust
Coretrust Purchasing Group LLC	First Lien Secured Debt	S+675, 0.75% Floor	10/1/2029		32,526		31,575		31,551	(4)(17)
	First Lien Secured Debt	S+675, 0.75% Floor	9/30/2029		4,737		(69)		(142)	(4)(5)(11) (26)
	First Lien Secured Debt - Revolver	S+675, 0.75% Floor	9/30/2029		4,737		(137)		(142)	(4)(5)(11) (26)
							31,369		31,267
Dental Care Alliance
DCA Investment Holding LLC	First Lien Secured Debt	S+600, 0.75% Floor	4/3/2028		2,479		2,479		2,479	(4)(17)
Eating Recovery Center
ERC Topco Holdings, LLC	First Lien Secured Debt	L+550, 0.75% Floor	11/10/2028		40,250		35,297		34,089	(4)(11)(14) (26)
	First Lien Secured Debt - Revolver	L+550, 0.75% Floor	11/10/2027		3,195		1,970		1,843	(4)(11)(14) (26)
							37,267		35,932
Gateway US Holdings, Inc.
Gateway US Holdings, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	9/22/2026		89,227		84,784		84,289	(4)(11)(17) (26)
	First Lien Secured Debt	S+550, 0.75% Floor	9/22/2026		3,402		2,824		2,797	(4)(11)(17) (26)
	First Lien Secured Debt - Revolver	S+650, 0.75% Floor	9/22/2026		2,629		1,427		1,407	(4)(11)(17) (26)
							89,035		88,493

31

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Medical Solutions Holdings, Inc.
Medical Solutions Holdings, Inc.	First Lien Secured Debt	L+350, 0.50% Floor	11/1/2028		8,906		8,917		8,372	(14)
Practice Plus Group
Practice Plus Group Bidco Limited / Practice Plus Group Holdings Limited	First Lien Secured Debt	SONIA+650, 0.50% Floor	11/18/2029	£	10,000		11,562		11,757	(3)(4)(8) (9)(19)
Smile Brands Inc.
Smile Brands Inc.	First Lien Secured Debt	L+475, 1.00% Floor	10/12/2024		7,443		7,443		7,332	(4)(14)
Thrive Pet Healthcare
Pathway Vet Alliance LLC	First Lien Secured Debt	L+375, 0.00% Floor	3/31/2027		29,207		29,163		24,643	(14)
Tivity Health, Inc.
Tivity Health, Inc.	First Lien Secured Debt	S+600, 0.75% Floor	6/28/2029		114,713		113,066		112,992	(4)(9)(17)
		Total Health Care Providers & Services				$	559,058	$	548,769
Health Care Technology
eResearchTechnology, Inc.
eResearchTechnology, Inc.	First Lien Secured Debt	L+450, 1.00% Floor	2/4/2027	$	29,636	$	29,103	$	26,242	(14)
Wellsky
Project Ruby Ultimate Parent Corp.	First Lien Secured Debt	S+575, 0.75% Floor	3/10/2028		53,366		51,851		51,365	(4)(17)
		Total Health Care Technology				$	80,954	$	77,607
Hotels, Restaurants & Leisure
Fertitta Entertainment LLC/NV
Fertitta Entertainment LLC/NV	First Lien Secured Debt	S+400, 0.50% Floor	1/27/2029	$	18,168	$	18,233	$	17,313	(17)
PARS Group LLC
PARS Group LLC	First Lien Secured Debt	S+675, 1.50% Floor	4/3/2028		10,000		8,916		8,898	(4)(9)(16) (26)
		Total Hotels, Restaurants & Leisure				$	27,149	$	26,211
Household Durables
Ergotron
Ergotron Acquisition, LLC	First Lien Secured Debt	S+575, 0.75% Floor	7/6/2028	$	9,925	$	9,739	$	9,727	(4)(17)
Ergotron Investments, LLC	Common Equity - Equity Unit	N/A	N/A		500 Shares		50		54	(4)
		Total Household Durables				$	9,789	$	9,781
Household Products
Advantice Health
Jazz AH Holdco, LLC	First Lien Secured Debt	S+500, 0.75% Floor	4/3/2028	$	9,182	$	7,182	$	6,901	(4)(11)(17) (26)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	4/3/2028		800		286		275	(4)(11)(17) (26)
							7,468		7,176
Vita Global
Vita Global FinCo Limited	First Lien Secured Debt	SONIA+700, 0.00% Floor	7/6/2027	£	17,857		24,170		21,049	(3)(4)(8) (19)
		Total Household Products				$	31,638	$	28,225
Insurance
Alera Group, Inc.
Alera Group, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	10/2/2028	$	39,929	$	27,438	$	27,449	(4)(9)(11) (17)(26)
	First Lien Secured Debt	S+600, 0.75% Floor	10/2/2028		16,605		16,213		16,275	(4)(9)
							43,651		43,724

32

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Asurion
Asurion, LLC	First Lien Secured Debt	L+325, 0.00% Floor	12/23/2026		15,394		15,311		13,773	(14)
	First Lien Secured Debt	L+325, 0.00% Floor	7/31/2027		11,136		11,124		9,751	(14)
							26,435		23,524
Howden Group
Hyperion Refinance Sarl	First Lien Secured Debt	S+525, 0.75% Floor	11/12/2027		103,000		29,435		29,417	(4)(8)(17) (26)
Patriot Growth Insurance Services, LLC
Patriot Growth Insurance Services, LLC	First Lien Secured Debt	L+550, 0.75% Floor	10/16/2028		32,469		32,469		32,469	(4)(14)
	First Lien Secured Debt - Revolver	L+550, 0.75% Floor	10/16/2028		2,311		—		—	(4)(11)(26)
							32,469		32,469
Risk Strategies
RSC Acquisition Inc	First Lien Secured Debt	S+550, 0.75% Floor	10/30/2026		26,982		7,725		7,611	(4)(11)(17) (26)
		Total Insurance				$	139,715	$	136,745
Internet & Direct Marketing Retail
Delivery Hero
Delivery Hero Finco Germany GmbH	First Lien Secured Debt	E+575, 0.00% Floor	8/12/2027	€	79,000	$	81,919	$	82,451	(3)(4)(8) (9)(21)
Delivery Hero SE	First Lien Secured Debt	S+575, 0.50% Floor	8/12/2027		17,870		17,514		17,289	(8)(9)(17)
							99,433		99,740
Stamps.com
Auctane, Inc.	First Lien Secured Debt	L+575, 0.75% Floor	10/5/2028		32,256		31,712		32,256	(4)(9)(14)
		Total Internet & Direct Marketing Retail				$	131,145	$	131,996
IT Services
Anaplan, Inc.
Anaplan, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	6/21/2029	$	146,692	$	143,914	$	143,758	(4)(17)
	First Lien Secured Debt - Revolver	S+650, 0.75% Floor	6/21/2028		9,073		(166)		(181)	(4)(5)(11) (26)
							143,748		143,577
Genesys Cloud
Greeneden U.S. Holdings II, LLC	First Lien Secured Debt	L+400, 0.75% Floor	12/1/2027		40,351		40,240		38,813	(14)
Peraton Corp.
Peraton Corp.	First Lien Secured Debt	L+375, 0.75% Floor	2/1/2028		32,599		32,573		31,852	(14)
Virtusa
Virtusa Corporation	First Lien Secured Debt	S+375, 0.75% Floor	2/15/2029		18,547		18,385		17,968	(17)
		Total IT Services				$	234,946	$	232,210
Machinery
Charter Next Generation, Inc.
Charter Next Generation, Inc.	First Lien Secured Debt	L+375, 0.75% Floor	12/1/2027	$	14,888	$	14,898	$	14,486	(14)
Pro Mach Group, Inc.
Pro Mach Group, Inc.	First Lien Secured Debt	L+400, 1.00% Floor	8/31/2028		31,241		31,223		30,450	(14)
	First Lien Secured Debt	S+500, 0.50% Floor	8/31/2028		2,514		2,388		2,438	(16)
							33,611		32,888

33

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Safe Fleet Holdings LLC
Safe Fleet Holdings LLC	First Lien Secured Debt	S+500, 0.50% Floor	2/23/2029		6,468		6,280		6,370	(17)
SPX Flow, Inc.
SPX Flow, Inc.	First Lien Secured Debt	S+450, 0.50% Floor	4/5/2029		9,956		9,398		9,301	(17)
	Unsecured Debt - Corporate Bond	8.75%	4/1/2030		6,255		5,973		4,941
							15,371		14,242
		Total Machinery				$	70,160	$	67,986
Media
Advantage Sales
Advantage Sales & Marketing Inc.	First Lien Secured Debt	L+450, 0.75% Floor	10/28/2027	$	29,983	$	30,059	$	24,886	(8)(14)
American Media
Accelerate360 Holdings, LLC	First Lien Secured Debt	S+550, 1.00% Floor	2/11/2027		75,777		75,777		75,398	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	2/11/2027		26,908		15,696		15,562	(4)(9)(11) (17)(26)
							91,473		90,960
Associations Inc.
Associations Inc.	First Lien Secured Debt	S+400 Cash plus 2.50% PIK	7/2/2027		15,225		15,087		15,073	(4)(16)(17)
	First Lien Secured Debt	S+625 Cash plus 2.50% PIK	7/2/2027		979		970		969	(4)(16)
							16,057		16,042
Charter Communications
CCO Holdings LLC / CCO Holdings Capital Corp	Unsecured Debt - Corporate Bond	4.75%	2/1/2032		10,500		9,396		8,536
Gannett Co., Inc.
Gannett Holdings, LLC	First Lien Secured Debt	L+500, 0.50% Floor	10/15/2026		64,185		63,981		63,703	(8)(13)
	First Lien Secured Debt - Corporate Bond	6.00%	11/1/2026		16,000		12,526		13,157	(8)
							76,507		76,860
Material Holdings, LLC
Material Holdings, LLC	First Lien Secured Debt	S+600, 0.75% Floor	8/19/2027		7,443		7,443		7,295	(4)(16)
McGraw Hill
McGraw-Hill Education, Inc.	First Lien Secured Debt	L+475, 0.50% Floor	7/28/2028		49,874		48,645		47,068	(14)
		Total Media				$	279,580	$	271,647
Paper & Forest Products
Ahlstrom-Munksjö
Ahlstrom-Munksjo Holding 3 Oy	First Lien Secured Debt	L+375, 0.75% Floor	2/4/2028	$	22,459	$	22,448	$	21,561	(8)(14)
		Total Paper & Forest Products				$	22,448	$	21,561
Personal Products
Greencross
Vermont Aus Pty Ltd	First Lien Secured Debt	S+550, 0.75% Floor	3/23/2028	$	103,039	$	100,728	$	98,917	(4)(8)(9) (17)
	First Lien Secured Debt	BBSW+575, 0.75% Floor	3/23/2028	A$	9,925		7,196		6,521	(3)(4)(8) (9)(20)
							107,924		105,438

34

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Heat Makes Sense
Heat Makes Sense Shared Services, LLC	First Lien Secured Debt	S+550, 0.75% Floor	7/1/2029		8,313		8,151		8,146	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	7/1/2028		1,617		293		291	(4)(9)(11) (17)(26)
Ishtar Co-Invest-B LP	Common Equity - Stock	N/A	N/A		38,889 Shares		39		39	(4)(9)
Oshun Co-Invest-B LP	Common Equity - Stock	N/A	N/A		11,111 Shares		11		11	(4)(9)
							8,494		8,487
VFS Global
Speed Midco 3 S.A R.L.	First Lien Secured Debt	E+700, 0.00% Floor	5/16/2029	€	111,776		114,128		118,155	(3)(4)(8) (9)(22)
	First Lien Secured Debt	SONIA+750, 0.00% Floor	5/16/2029	£	22,059		26,523		26,269	(3)(4)(8) (9)(19)
							140,651		144,424
		Total Personal Products				$	257,069	$	258,349
Pharmaceuticals
Bausch Health
Bausch Health Companies Inc.	First Lien Secured Debt	S+525, 0.50% Floor	2/1/2027	$	41,928	$	40,167	$	32,424	(8)(17)
Galderma
Sunshine Luxembourg VII SARL	First Lien Secured Debt	L+375, 0.75% Floor	10/1/2026		16,502		16,111		15,835	(8)(15)
KEPRO
CNSI Holdings, LLC	First Lien Secured Debt	S+650, 0.50% Floor	12/17/2028		36,000		34,753		34,740	(4)(9)(17)
	First Lien Secured Debt - Revolver	S+650, 0.50% Floor	12/17/2027		4,000		(138)		(140)	(4)(5)(9) (11)(26)
							34,615		34,600
Pacira Biosciences, Inc.
Pacira Biosciences, Inc.	First Lien Secured Debt	S+700, 0.75% Floor	12/7/2026		2,500		2,438		2,468	(8)(10)(17)
		Total Pharmaceuticals				$	93,331	$	85,327
Professional Services
Kroll
Deerfield Dakota Holding, LLC	First Lien Secured Debt	S+375, 1.00% Floor	4/9/2027	$	27,307	$	27,323	$	25,549	(17)
		Total Professional Services				$	27,323	$	25,549
Real Estate Management & Development
3Phase Elevator
Polyphase Elevator Holding Company	First Lien Secured Debt	S+550, 1.00% Floor	6/23/2027	$	3,474	$	3,474	$	3,474	(4)(16)
Pritchard Industries, LLC
Pritchard Industries, LLC	First Lien Secured Debt	S+550, 0.75% Floor	10/13/2027		6,451		6,451		6,290	(4)(18)
WeWork Companies LLC
WeWork Companies LLC	First Lien Secured Debt	S+650, 0.75% Floor	11/30/2023		100,000		99,554		99,500	(4)(8)(17)
		Total Real Estate Management & Development				$	109,479	$	109,264
Road & Rail
PODS, LLC
PODS, LLC	First Lien Secured Debt	L+300, 0.75% Floor	3/31/2028	$	10,596	$	10,606	$	10,027	(14)
		Total Road & Rail				$	10,606	$	10,027

35

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Software
Access Group
Armstrong Bidco Limited	First Lien Secured Debt	SONIA+525, 0.00% Floor	6/28/2029	£	42,000	$	46,163	$	46,116	(3)(4)(8) (11)(19)(26)
Avalara, Inc.
Avalara, Inc.	First Lien Secured Debt	S+725, 0.75% Floor	10/19/2028		136,364		133,037		132,955	(4)(17)
	First Lien Secured Debt - Revolver	S+725, 0.75% Floor	10/19/2028		13,636		(330)		(341)	(4)(5)(11) (26)
							132,707		132,614
BMC Software
Boxer Parent Company Inc.	First Lien Secured Debt	L+375, 0.00% Floor	10/2/2025		26,263		26,270		25,204	(14)
DigiCert
Dcert Buyer, Inc.	First Lien Secured Debt	S+400, 0.00% Floor	10/16/2026		36,757		36,731		35,540	(16)
Flexera Software LLC
Flexera Software LLC	First Lien Secured Debt	L+375, 0.75% Floor	3/3/2028		30,488		30,533		29,326	(14)
Imperva, Inc.
Imperva, Inc.	First Lien Secured Debt	L+400, 1.00% Floor	1/12/2026		47,786		47,776		39,304	(14)
Infoblox
Delta Topco, Inc.	First Lien Secured Debt	S+375, 0.75% Floor	12/1/2027		29,068		29,041		26,888	(17)
Medallia
Medallia, Inc.	First Lien Secured Debt	L+600 Cash plus 0.75% PIK	10/29/2028		36,423		35,651		36,241	(4)(9)(14)
Ping Identity
Ping Identity Holding Corp.	First Lien Secured Debt	S+700, 0.75% Floor	10/17/2029		22,727		22,171		22,159	(4)(16)
	First Lien Secured Debt - Revolver	S+700, 0.75% Floor	10/17/2028		2,273		(55)		(57)	(4)(5)(11) (26)
							22,116		22,102
Relativity ODA LLC
Relativity ODA LLC	First Lien Secured Debt	L+650 Cash plus 1.00% PIK	5/12/2027		28,631		27,646		27,486	(4)(14)
	First Lien Secured Debt - Revolver	L+650 Cash plus 1.00% PIK	5/12/2027		2,500		(58)		(100)	(4)(5)(11) (26)
							27,588		27,386
Solera, LLC
Polaris Newco, LLC	First Lien Secured Debt	L+400, 0.50% Floor	6/2/2028		49,944		50,010		45,730	(14)
Sovos Compliance, LLC
Sovos Compliance, LLC	First Lien Secured Debt	L+450, 0.50% Floor	8/11/2028		5,187		5,179		4,792	(14)
Tibco Software Inc.
TIBCO Software Inc.	First Lien Secured Debt	S+450, 0.50% Floor	9/29/2028		50,000		43,500		44,625	(17)
	First Lien Secured Debt	S+450, 0.50% Floor	3/30/2029		28,179		25,672		25,229	(17)
							69,172		69,854
Zendesk, Inc.
Zendesk, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	11/22/2028		207,880		162,616		162,562	(4)(9)(17) (26)
	First Lien Secured Debt - Revolver	S+650, 0.75% Floor	11/22/2028		17,120		(336)		(342)	(4)(5)(9) (11)(26)
							162,280		162,220
		Total Software				$	721,217	$	703,317
Special Purpose Entity
48forty Solutions
Alpine Acquisition Corp II	First Lien Secured Debt	S+550, 1.00% Floor	11/30/2026	$	7,463	$	7,463	$	7,351	(4)(17)
		Total Special Purpose Entity				$	7,463	$	7,351

36

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (27)		Fair Value (1)(28)
Specialty Retail
Carvana Co.
Carvana Co.	Unsecured Debt - Corporate Bond	10.25%	5/1/2030	$	56,858	$	51,863	$	26,904	(8)
	Unsecured Debt - Corporate Bond	4.88%	9/1/2029		3,300		2,044		1,284	(8)
							53,907		28,188
Petco
Petco Health and Wellness Company, Inc.	First Lien Secured Debt	S+325, 0.75% Floor	3/3/2028		12,400		12,441		12,052	(8)(16)
PetSmart LLC
PetSmart LLC	First Lien Secured Debt	L+375, 0.75% Floor	2/11/2028		9,875		9,881		9,698	(8)(14)
		Total Specialty Retail				$	76,229	$	49,938
Technology Hardware, Storage & Peripherals
Forterro
Yellow Castle AB	First Lien Secured Debt	E+550, 0.00% Floor	7/9/2029	€	9,802	$	9,728	$	10,177	(3)(4)(8) (22)
	First Lien Secured Debt	SARON+550, 0.00% Floor	7/9/2029	₣	3,296		3,304		3,457	(3)(4)(8) (23)
	First Lien Secured Debt	STIBOR+550, 0.00% Floor	7/9/2029	kr	34,792		3,226		3,234	(3)(4)(8) (24)
	First Lien Secured Debt	E+550, 0.00% Floor	7/7/2029	€	8,445		3,090		3,194	(3)(4)(8) (22)(26)
		Total Technology Hardware, Storage & Peripherals				$	19,348	$	20,062
Textiles, Apparel & Luxury Goods
Claire's Stores, Inc.
Claire's Stores, Inc.	First Lien Secured Debt	L+650, 0.00% Floor	12/18/2026	$	12,018	$	11,846	$	10,862	(14)
Iconix Brand Group
IBG Borrower LLC	First Lien Secured Debt	S+600, 1.00% Floor	8/22/2029		42,808		41,777		41,952	(4)(9)(17)
		Total Textiles, Apparel & Luxury Goods				$	53,623	$	52,814
Transportation Infrastructure
Alliance Ground International
AGI-CFI Holdings, Inc.	First Lien Secured Debt	S+575, 0.75% Floor	6/11/2027	$	9,950	$	9,765	$	9,851	(4)(17)
	First Lien Secured Debt	S+550, 0.75% Floor	6/11/2027		7,443		7,443		7,369	(4)
							17,208		17,220
Swissport
Radar Bidco S.a.r.l.	First Lien Secured Debt	E+725, 0.00% Floor	9/30/2027	€	85,000		80,115		88,714	(3)(4)(8)(9) (22)
		Total Transportation Infrastructure				$	97,323	$	105,934
		Total Investments before Cash Equivalents				$	4,427,510	$	4,308,892	(2)(6)(25)
State Street Institutional US Government Money Market Fund							4		4	(7)
		Total Investments after Cash Equivalents				$	4,427,514	$	4,308,896

37

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Derivative Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Footnote Reference
Interest rate swap (a)	4.02%	3-month SOFR	12/21/2025	$	62,000	Note 5
Interest rate swap (a)	3.97%	3-month SOFR	1/19/2026		38,000	Note 5
Interest rate swap (b)	3.67%	3-month SOFR	12/21/2027		82,000	Note 5
Interest rate swap (b)	3.65%	3-month SOFR	1/19/2028		18,000	Note 5

(a)

Bears interest at a rate determined by three-month SOFR. The interest rate locked two business days prior to settlement of the interest rate swaps. The three-month SOFR is 4.59% on December 31, 2022.

(b)

Bears interest at a rate determined by three-month SOFR. The interest rate swaps have not yet settled, so the interest rate has not yet been determined and accruals have not commenced.

Derivative Instrument	Settlement Date	Notional amount to be purchased		Notional amount to be sold		Footnote Reference
Foreign currency forward contract	3/15/2023	$	3,440	₣	3,160	Note 5
Foreign currency forward contract	3/15/2023		1,903	€	1,790	Note 5
Foreign currency forward contract	3/31/2023		10,562	€	9,820	Note 5
Foreign currency forward contract	3/15/2023		14,813	£	12,010	Note 5

(1)

Fair value is determined in good faith by or under the direction of the Board of Trustees of the Company (See Note 2 to the consolidated financial statements).

(2)

Aggregate gross unrealized gain and loss for federal income tax purposes is $9,946 and $(135,828), respectively. Net unrealized loss is $125,882 based on a tax cost of $4,433,623.

(3)

Par amount is denominated in USD unless otherwise noted, British Pound (“£”), Australian Dollar (“A$”), European Euro ("€"), Swedish Krona ("kr") and Swiss Franc ("₣").

(4)

These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 4), pursuant to the Company’s valuation policy.

(5)

The negative fair value is the result of the commitment being valued below par.

(6)

All debt investments are income producing unless otherwise indicated.

(7)

This security is included in Cash and Cash Equivalents on the Consolidated Statements of Assets and Liabilities.

(8)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2022, non-qualifying assets represented approximately 26.73% of the total assets of the Company.

38

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(9)

These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so. (See to the consolidated financial statements for discussion of the exemptive order from the SEC.)

(10)

These debt investments are not pledged as collateral under any of the Company's credit facilities (see Note 6). For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(11)

The undrawn portion of these committed revolvers and delayed draw term loans includes a commitment and unused fee rate.

(12)

Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), the Secured Overnight Financing Rate ("SOFR" or "S") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period, and may be subject to interest floors.

(13)

The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%

(14)

The interest rate on these loans is subject to 3 months LIBOR, which as of December 31, 2022 was 4.77%

(15)

The interest rate on these loans is subject to 6 months LIBOR, which as of December 31, 2022 was 5.14%

(16)

The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%

(17)

The interest rate on these loans is subject to 3 months SOFR, which as of December 31, 2022 was 4.59%

(18)

The interest rate on these loans is subject to 6 months SOFR, which as of December 31, 2022 was 4.78%

(19)

The interest rate on these loans is subject to SONIA, which as of December 31, 2022 was 3.43%

(20)

The interest rate on these loans is subject to 3 months BBSW, which as of December 31, 2022 was 3.26%

(21)

The interest rate on these loans is subject to 3 months EURIBOR, which as of December 31, 2022 was 2.13%

(22)

The interest rate on these loans is subject to 6 months EURIBOR, which as of December 31, 2022 was 2.69%

(23)

The interest rate on these loans is subject to Swiss Average Rate Overnight (SARON), which as of December 31, 2022 was 0.94%

(24)

The interest rate on these loans is subject to 6 months Stockholm Interbank Offered Rate (STIBOR), which as of December 31, 2022 was 3.09%

(25)

Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company. As of December 31, 2022, all of the company's investments were non-controlled, non-affiliated.

39

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(26)

As of December 31, 2022, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and there can be no assurance that such conditions will be satisfied. See Note 8 to the consolidated financial statements for further information on revolving and delayed draw loan commitments, related to certain portfolio companies.

Name of Issuer	Total revolving and delayed draw loan commitments		Less: funded commitments		Total unfunded commitments		Less: commitments substantially at discretion of the Company		Less: unavailable commitments due to borrowing base or other covenant restrictions		Total net adjusted unfunded revolving and delayed draw commitments
Accelerate360 Holdings, LLC	$	26,908	$	(15,696)	$	11,212	$	—	$	—	$	11,212
Advarra Holdings, Inc.		16,576		—		16,576		—		—		16,576
Alera Group, Inc.		11,733		—		11,733		—		—		11,733
Anaplan, Inc.		9,073		—		9,073		—		—		9,073
Armstrong Bidco Limited*		3,898		—		3,898		—		—		3,898
Athenahealth Group Inc.		5,516		—		5,516		—		—		5,516
Avalara, Inc.		13,636		—		13,636		—		—		13,636
AxiomSL Group, Inc.		2,000		—		2,000		—		—		2,000
CI (Quercus) Intermediate Holdings, LLC		3,705		—		3,705		—		—		3,705
CNSI Holdings, LLC		4,000		—		4,000		—		—		4,000
CPI Buyer, LLC		11,411		—		11,411		—		—		11,411
Coretrust Purchasing Group LLC (HPG Enterprises LLC)		9,474		—		9,474		—		—		9,474
ERC Topco Holdings, LLC		8,148		(1,970)		6,178		—		4,953		1,225
Gateway US Holdings, Inc.		6,783		(1,446)		5,337		—		3,600		1,737
Heat Makes Sense Shared Services, LLC		1,617		(323)		1,293		—		—		1,293
Hyperion Refinance Sarl		72,983		—		72,983		—		—		72,983
IQN Holding Corp.		17,001		—		17,001		—		—		17,001
Investment Company 24 Bidco Limited*		1,474		—		1,474		—		—		1,474
Jazz AH Holdco, LLC		2,800		(300)		2,500		—		—		2,500
Mount Olympus Bidco Limited		831		—		831		—		—		831
PARS Group LLC		952		—		952		—		—		952
PPL Acquisition LLC		1,000		—		1,000		—		—		1,000
Patriot Growth Insurance Services, LLC		2,311		—		2,311		—		—		2,311
Ping Identity Holding Corp.		2,273		—		2,273		—		—		2,273
RSC Acquisition Inc		19,085		—		19,085		—		—		19,085
Relativity ODA LLC		2,500		—		2,500		—		—		2,500
Roaring Fork III-B, LLC		21,871		—		21,871		—		—		21,871

40

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Name of Issuer	Total revolving and delayed draw loan commitments		Less: funded commitments		Total unfunded commitments		Less: commitments substantially at discretion of the Company		Less: unavailable commitments due to borrowing base or other covenant restrictions		Total net adjusted unfunded revolving and delayed draw commitments
TZ Buyer LLC		2,374		—		2,374		—		—		2,374
Treace Medical Concepts, Inc.		11,708		—		11,708		—		5,833		5,875
Trench Plate Rental Co.		4,545		(200)		4,345		—		—		4,345
Ultimate Baked Goods Midco LLC		1,016		(1,205)		(188)		—		—		(188)
Yellow Castle AB*		5,574		(267)		5,308		—		—		5,308
Zendesk, Inc.		58,696		—		58,696		—		—		58,696
Total	$	363,472	$	(21,407)	$	342,064	$	—	$	14,386	$	327,678

* These investments are in a foreign currency and the total commitment has been converted to USD using the December 31, 2022 exchange rate.

(27)

The following shows the composition of the Company’s portfolio at cost by investment type and industry as of December 31, 2022:

Industry	First Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total
Aerospace & Defense	$	11,620	$	—	$	—	$	—	$	11,620
Asset Backed Securities		27,721		—		—		—		27,721
Auto Components		55,682		—		—		—		55,682
Biotechnology		37,036		—		—		—		37,036
Building Products		114,407		—		—		—		114,407
Capital Markets		43,661		—		—		—		43,661
Chemicals		65,513		—		—		—		65,513
Commercial Services & Supplies		446,839		—		100		50		446,989
Communications Equipment		66,668		—		—		—		66,668
Construction & Engineering		45,720		—		—		50		45,770
Consumer Finance		25,231		—		—		—		25,231
Containers & Packaging		78,041		—		—		—		78,041
Diversified Consumer Services		71,812		—		—		—		71,812
Diversified Financial Services		72,109		—		—		—		72,109
Diversified Telecommunication Services		4,015		—		—		—		4,015
Electric Utilities		29,152		—		—		—		29,152
Electrical Equipment		33,342		—		—		—		33,342
Entertainment		90,636		—		—		—		90,636
Equity Real Estate Investment Trusts (REITs)		7,444		—		—		—		7,444
Financing		7,443		—		—		—		7,443
Food & Staples Retailing		8,288		—		—		—		8,288
Food Products		11,018		—		—		—		11,018
Health Care Equipment & Supplies		14,319		—		—		—		14,319
Health Care Providers & Services		559,058		—		—		—		559,058
Health Care Technology		80,954		—		—		—		80,954
Hotels, Restaurants & Leisure		27,149		—		—		—		27,149
Household Durables		9,739		—		—		50		9,789
Household Products		31,638		—		—		—		31,638
Insurance		139,715		—		—		—		139,715
Internet & Direct Marketing Retail		131,145		—		—		—		131,145
IT Services		234,946		—		—		—		234,946
Machinery		64,187		5,973		—		—		70,160
Media		270,184		9,396		—		—		279,580
Paper & Forest Products		22,448		—		—		—		22,448
Personal Products		257,019		—		—		50		257,069
Pharmaceuticals		93,331		—		—		—		93,331
Professional Services		27,323		—		—		—		27,323

41

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry	First Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total
Real Estate Management & Development		109,479		—		—		—		109,479
Road & Rail		10,606		—		—		—		10,606
Software		721,217		—		—		—		721,217
Special Purpose Entity		7,463		—		—		—		7,463
Specialty Retail		22,322		53,907		—		—		76,229
Technology Hardware, Storage & Peripherals		19,348		—		—		—		19,348
Textiles, Apparel & Luxury Goods		53,623		—		—		—		53,623
Transportation Infrastructure		97,323		—		—		—		97,323
Total	$	4,357,934	$	69,276	$	100	$	200	$	4,427,510

42

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(28)

The following shows the composition of the Company’s portfolio at fair value by investment type, industry and region as of December 31, 2022:

Industry	First Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total		% of Net Assets
Aerospace & Defense	$	11,474	$	—	$	—	$	—	$	11,474	0.5%
Asset Backed Securities		27,204		—		—		—		27,204	1.3%
Auto Components		51,033		—		—		—		51,033	2.4%
Biotechnology		36,546		—		—		—		36,546	1.7%
Building Products		106,570		—		—		—		106,570	4.9%
Capital Markets		41,197		—		—		—		41,197	1.9%
Chemicals		62,324		—		—		—		62,324	2.9%
Commercial Services & Supplies		437,169		—		56		50		437,275	20.3%
Communications Equipment		59,907		—		—		—		59,907	2.8%
Construction & Engineering		45,685		—		—		51		45,736	2.1%
Consumer Finance		24,906		—		—		—		24,906	1.2%
Containers & Packaging		75,423		—		—		—		75,423	3.5%
Diversified Consumer Services		72,077		—		—		—		72,077	3.3%
Diversified Financial Services		72,267		—		—		—		72,267	3.4%
Diversified Telecommunication Services		3,441		—		—		—		3,441	0.2%
Electric Utilities		29,178		—		—		—		29,178	1.4%
Electrical Equipment		32,895		—		—		—		32,895	1.5%
Entertainment		91,439		—		—		—		91,439	4.2%
Equity Real Estate Investment Trusts (REITs)		7,332		—		—		—		7,332	0.3%
Financing		7,369		—		—		—		7,369	0.3%
Food & Staples Retailing		8,251		—		—		—		8,251	0.4%
Food Products		10,853		—		—		—		10,853	0.5%
Health Care Equipment & Supplies		13,525		—		—		—		13,525	0.6%
Health Care Providers & Services		548,769		—		—		—		548,769	25.5%
Health Care Technology		77,607		—		—		—		77,607	3.6%
Hotels, Restaurants & Leisure		26,211		—		—		—		26,211	1.2%
Household Durables		9,727		—		—		54		9,781	0.5%
Household Products		28,225		—		—		—		28,225	1.3%
Insurance		136,745		—		—		—		136,745	6.3%
Internet & Direct Marketing Retail		131,996		—		—		—		131,996	6.1%
IT Services		232,210		—		—		—		232,210	10.8%
Machinery		63,045		4,941		—		—		67,986	3.2%
Media		263,111		8,536		—		—		271,647	12.6%
Paper & Forest Products		21,561		—		—		—		21,561	1.0%
Personal Products		258,299		—		—		50		258,349	12.0%
Pharmaceuticals		85,327		—		—		—		85,327	4.0%
Professional Services		25,549		—		—		—		25,549	1.2%

43

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry	First Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total		% of Net Assets
Real Estate Management & Development	$	109,264	$	—	$	—	$	—	$	109,264	5.1%
Road & Rail		10,027		—		—		—		10,027	0.5%
Software		703,317		—		—		—		703,317	32.6%
Special Purpose Entity		7,351		—		—		—		7,351	0.3%
Specialty Retail		21,750		28,188		—		—		49,938	2.3%
Technology Hardware, Storage & Peripherals		20,062		—		—		—		20,062	0.9%
Textiles, Apparel & Luxury Goods		52,814		—		—		—		52,814	2.5%
Transportation Infrastructure		105,934		—		—		—		105,934	4.9%
Total	$	4,266,966	$	41,665	$	56	$	205	$	4,308,892	200.0%
% of Net Assets		198.0%		1.9%		0.0%		0.0%		200.0%

44

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry Classification	Percentage of Total Investments (at Fair Value) as of December 31, 2022
Software	16.3%
Health Care Providers & Services	12.7%
Commercial Services & Supplies	10.1%
Media	6.3%
Personal Products	6.0%
IT Services	5.4%
Insurance	3.1%
Internet & Direct Marketing Retail	3.0%
Real Estate Management & Development	2.5%
Building Products	2.5%
Transportation Infrastructure	2.5%
Entertainment	2.1%
Pharmaceuticals	2.0%
Health Care Technology	1.8%
Containers & Packaging	1.7%
Diversified Financial Services	1.7%
Diversified Consumer Services	1.7%
Machinery	1.6%
Chemicals	1.4%
Communications Equipment	1.4%
Textiles, Apparel & Luxury Goods	1.2%
Auto Components	1.2%
Specialty Retail	1.2%
Construction & Engineering	1.1%
Capital Markets	1.0%
Biotechnology	0.8%
Electrical Equipment	0.8%
Electric Utilities	0.7%
Household Products	0.7%
Asset Backed Securities	0.6%
Hotels, Restaurants & Leisure	0.6%
Professional Services	0.6%
Consumer Finance	0.6%
Paper & Forest Products	0.5%
Technology Hardware, Storage & Peripherals	0.5%
Health Care Equipment & Supplies	0.3%
Aerospace & Defense	0.3%
Food Products	0.2%
Road & Rail	0.2%
Household Durables	0.2%
Food & Staples Retailing	0.2%
Financing	0.2%
Special Purpose Entity	0.2%
Equity Real Estate Investment Trusts (REITs)	0.2%
Diversified Telecommunication Services	0.1%
	100.0%

Geographic Region	December 31, 2022
United States	83.2%
Europe	10.3%
United Kingdom	3.0%
Australia	2.7%
Canada	0.8%

45

APOLLO DEBT SOLUTIONS BDC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Note 1. Organization

Apollo Debt Solutions BDC (the “Company,” “ADS,” “we,” “us,” or “our”), a Delaware statutory trust formed on December 4, 2020, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). The Company has elected to be treated for federal income tax purposes as a regulated investment company (“RIC”), and intends to qualify annually thereafter, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Apollo Credit Management, LLC (the “Adviser”) is our investment adviser and is an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (“AGM”). The Adviser, subject to the overall supervision of our Board of Trustees, manages the day-to-day operations of the Company and provides investment advisory services to the Company.

Apollo Credit Management, LLC, as our administrator (the “Administrator”), provides, among other things, administrative services and facilities to the Company. Furthermore, the Administrator will offer to provide, on our behalf, managerial assistance to those portfolio companies to which we are required to provide such assistance.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Company seeks to invest primarily in private credit opportunities in directly originated assets, including loans and other debt securities, made to or issued by large private U.S. borrowers, which ADS generally defines as companies with more than $75 million in EBITDA, as may be adjusted for market disruptions, mergers and acquisitions-related charges and synergies, and other items. While most of the Company’s investments will be in private U.S. companies (subject to compliance with BDC regulatory requirement to invest at least 70% of its assets in private U.S. companies), we also expect to invest from time to time in European and other non-U.S. companies. The investment portfolio may also include other interests such as corporate bonds, common stock, preferred stock, warrants or options, which generally would be obtained as part of providing a broader financing solution. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (net assets plus borrowings for investment purposes) in debt instruments of varying maturities.

Note 2. Significant Accounting Policies

The following is a summary of the significant accounting and reporting policies used in preparing the consolidated financial statements.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the requirements on Form 10-Q, ASC 946, Financial Services — Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the consolidated financial statements for the periods presented, have been included.

Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. All intercompany balances and transactions have been eliminated.

These financial statements should be read in conjunction with the audited financial statement and accompanying notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, gains and losses during the reported periods. Changes in the economic environment, financial markets, credit worthiness of our portfolio companies and any other parameters used in determining these estimates could cause actual results to differ materially.

Consolidation

As provided under Regulation S-X and ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries.

As of March 31, 2023, the Company's consolidated subsidiaries were Cardinal Funding LLC, Mallard Funding LLC, Grouse Funding LLC, ADS Alpine SPV LLC, ADS Jewel SPV LLC, ADS Mantle SPV LLC, ADS WW SPV LLC and ADS Zorro SPV LLC.

46

Cash and Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near maturity, that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements, and other high-quality, short-term debt securities would qualify as cash equivalents.

Cash and cash equivalents are carried at cost, which approximates fair value. Cash and cash equivalents held as of March 31, 2023 was $58,808. Cash and cash equivalents held as of December 31, 2022 was $47,322.

Investments Transactions

Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Consolidated Statements of Assets and Liabilities.

Fair Value Measurements

The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may differ materially from the values that would be received upon an actual disposition of such investments.

Investment Valuation Process

The Board of Trustees has designated the Adviser as its "valuation designee" pursuant to Rule 2a-5 under the 1940 Act, and in that role the Adviser is responsible for performing fair value determinations relating to all of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Company's Board of Trustees. Even though the Company's Board of Trustees designated the Company's Adviser as "valuation designee," the Company's Board of Trustees continues to be responsible for overseeing the processes for determining fair valuation.

47

In calculating the value of our total assets, we value investments for which market quotations are readily available at such market quotations if they are deemed to represent fair value. Debt and equity securities that are not publicly traded or whose market price is not readily available or whose market quotations are not deemed to represent fair value are valued at fair value as determined in good faith by or under the direction of the Adviser. Market quotations may be deemed not to represent fair value in certain circumstances where the Adviser reasonably believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security. Examples of these events could include cases in which material events are announced after the close of the market on which a security is primarily traded, when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a “fire sale” by a distressed seller.

If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. The Adviser engages multiple independent valuation firms based on a review of each firm’s expertise and relevant experience in valuing certain securities. In each case, our independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such Level 3 categorized assets.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Adviser undertakes a multi-step valuation process each quarter, as described below:

(1)

Independent valuation firms engaged conduct independent appraisals and assessments for all the investments they have been engaged to review. If an independent valuation firm is not engaged during a particular quarter, the valuation may be conducted by the Adviser;

(2)

At least each quarter, the valuation will be reassessed and updated by the Adviser or an independent valuation firm to reflect company specific events and latest market data;

(3)

Preliminary valuation conclusions are then documented and discussed with senior management of our Adviser;

(4)

The Adviser discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of the applicable independent valuation firm; and

(5)

For Level 3 investments entered into within the current quarter, the cost (purchase price adjusted for accreted original issue discount/amortized premium) or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.

Investments are valued utilizing a market approach, an income approach, or both approaches, 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. During the three months ended March 31, 2023, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements.

Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process. The derivatives may require the Company to pay or receive an upfront fee or premium. These upfront fees or premiums are carried forward as cost or proceeds to the derivatives.

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to reduce the Company's exposure to fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded within derivative assets or derivative liabilities on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting with respect to foreign currency forward contracts and as such, the Company recognizes its foreign currency forward contracts at fair value with changes included in the net unrealized appreciation (depreciation) on the Consolidated Statements of Operations.

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Interest Rate Swaps

The Company uses interest rate swaps to hedge some or all of the Company's fixed rate debt. The Company designated the interest rate swaps as the hedging instrument in an effective hedge accounting relationship, and therefore the periodic payments and receipts are recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a derivative asset or derivative liability on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt. Any amounts paid to the counterparty to cover collateral obligations under the terms of the interest rate swap agreement are included in other assets on the Company's Consolidated Statements of Assets and Liabilities.

Offsetting Assets and Liabilities

The Company has elected to offset cash collateral against the fair value of derivative contracts. The fair values of these derivatives are presented on a net basis in the Consolidated Statements of Assets and Liabilities when, and only when, they are with the same counterparty, the Company has the legal right to offset the recognized amounts, and it intends to either settle on a net basis or realize the asset and settle the liability simultaneously.

Valuation of Other Financial Assets and Financial Liabilities

ASC 825, Financial Instruments, permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost (see Note 6 to the consolidated financial statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.

Realized Gains or Losses

Security transactions are accounted for on a trade date basis. Realized gains or losses on investments are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the call price on the call effective date.

Investment Income Recognition

Interest Income

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

PIK Income

The Company may have loans in its portfolio that contain PIK provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Company’s Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.

Dividend Income

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Fee Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.

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Non-Accrual Income

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

Expenses

Expenses include management fees, performance-based incentive fees, interest expense, insurance expenses, administrative service fees, legal fees, trustees’ fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.

Organization Expenses

Costs associated with the organization of the Company were expensed as incurred. These expenses consisted primarily of legal fees and other costs of organizing the Company.

Offering Expenses

Costs associated with the offering of the Company’s shares are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous offering.

Deferred Financing Costs and Debt Issuance Costs

Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.

Foreign Currency Translations

The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the foreign exchange rate on the date of valuation. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

Allocation of Income, Expenses, Gains and Losses

Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Distributions

Distributions to common shareholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Trustees and will depend on the Company's earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and servicing fees, if any.

Share Repurchases

In connection with the Company’s share repurchase programs, the cost of shares repurchased is charged to net assets on the trade date.

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Federal and State Income Taxes

We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders at least 90% of its investment company taxable income as defined by the Code, for each year. The Company (among other requirements) has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from corporate-level income taxes. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through March 31, 2023 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file Form 1099s for the tax year ending December 31, 2023. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividend and distributions and other permanent book and tax difference are reclassified to paid-in capital.

If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gain net income for the 1-year period ending on October 31 of such calendar year, we will generally be required to pay excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated undistributed taxable income.

If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. Distribution would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements are met. Subject to certain limitation under the Code, corporate distributions would be eligible for the dividend-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our stockholders our accumulated earnings and profits attributable to non RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.

We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the consolidated financial statements. As of March 31, 2023, there were no uncertain tax positions and no amounts accrued for interest or penalties. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 was effective for all entities as of March 12, 2020 through December 31, 2022. The FASB issued Accounting Standards Update 2022-06 - Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) to formally address the new intended cessation date to June 30, 2023. ASU 2022-06 extends the grace period for the completion of the adoption of ASU 2020-04 to December 31, 2024. Management continues to assess the impact that the adoption of this guidance will have on the Company.

Note 3. Agreements and Related Party Transactions

Investment Advisory Agreement

On July 22, 2021, the Company entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, pursuant to which the Adviser will manage the Company on a day-to-day basis. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.

The Advisory Agreement is effective for an initial two-year term and thereafter will continue for successive annual periods provided that such continuance is specifically approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.

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The Company pays the Adviser a fee for its services under the Advisory Agreement consisting of two components, a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee will ultimately be borne by the shareholders. Substantial additional fees and expenses may also be charged by the Administrator to the Company, which is an affiliate of the Adviser. The Adviser agreed to waive the management fee and incentive fee based on income through July 7, 2022.

Base Management Fee

The base management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Advisory Agreement, net assets means our total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP. For the first calendar month in which the Company had operations, net assets was measured as the beginning net assets as of the date on which the Company broke escrow for the initial offering. The Adviser agreed to waive the management fee and incentive fee based on income through July 7, 2022.

Incentive Fee

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.

A. Incentive Fee based on Income

The portion based on our income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that are received from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the base management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution and/or shareholder servicing fees).

Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).

The Company pays its Adviser an income based incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•

No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);

•

100% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This “catch-up” portion is meant to provide the Adviser with approximately 12.5% of Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and

•

12.5% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.

These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. The Adviser agreed to waive the incentive fee based on income through July 7, 2022.

B. Incentive Fee based on Cumulative Net Realized Gains

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year in an amount equal to 12.5% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year. Fees are computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.

For the three months ended March 31, 2023 and 2022, the Company recognized $7,115 and $2,335 respectively, of management fees, and $8,562 and $1,366, respectively, of incentive fees before impact of waived fees. For the three months ended March 31, 2023 and 2022, $0 and $2,335 respectively, of management fees, were waived and $0 and $1,366, of incentive fees, were waived.

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As of March 31, 2023 and December 31, 2022, management and performance-based incentive fees payable were $11,167 and $10,451.

Fees From Affiliates

From time-to-time various affiliates of Adviser are involved in transactions whereby certain fees, including but not limited to, structuring, underwriting, arrangement, placement, syndication, advisory or similar services (collectively, “Capital Solution” services) are earned and rebated back to the funds. For the three months ended March 31, 2023 and 2022, the Company did not receive any fee rebates from affiliates related to Capital Solution services.

Administration Agreement

On July 22, 2021, the Company entered into an Administration Agreement (the “Administration Agreement”) with the Administrator. Under the terms of the Administration Agreement, the Administrator will provide, or oversee the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of net asset value (“NAV”), compliance monitoring (including diligence and oversight of other service providers), preparing reports to shareholders and reports filed with the Securities and Exchange Commission (the “SEC”), preparing materials and coordinating meetings of the Company’s Board of Trustees, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of AGM or any of its affiliates, subject to the limitations described in Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.

Sub-Administration Agreement

On January 6, 2022, the Administrator entered into a sub-administration agreement (the “Sub-Administration Agreement”) with State Street Bank and Trust Company. The sub-administrator will receive compensation for its sub-administrative services under the Sub-Administration Agreement.

Intermediary Manager Agreement

On November 10, 2021, the Company entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with Apollo Global Securities, LLC. (the “Intermediary Manager”), an affiliate of the Adviser, which is a broker-dealer registered with the SEC and a member of Financial Industry Regulatory Authority, Inc. (“FINRA”). Under the terms of the Intermediary Manager Agreement, the Intermediary Manager will serve as the intermediary manager for the Company’s public offering of its common shares. The Intermediary Manager will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.85% of the value of the Company’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Intermediary Manager will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.25% of the value of the Company’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month. No distribution and/or shareholding servicing fees will be paid with respect to Class I. The distribution and/or shareholder servicing fees will be payable to the Intermediary Manager, but the Intermediary Manager anticipates that all or a portion of the shareholder servicing fees will be retained by, or reallowed (paid) to, participating broker-dealers.

The Company will cease paying the distribution and/or shareholder servicing fees on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of our offering on which, in the aggregate, underwriting compensation from all sources in connection with the offering, including the distribution and/or shareholder servicing fees and other underwriting compensation, is equal to 10% of the gross proceeds from the primary offering. In addition, the Company will cease paying the distribution and/or shareholder servicing fees on any Class S share and Class D share in a shareholder’s account at the end of the month in which the Intermediary Manager in conjunction with the transfer agent determines that total brokerage commissions and distribution and/or shareholder servicing fees paid with respect to any such share held by such shareholder within such account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such share. At the end of such month, each such Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share.

The Intermediary Manager is a broker-dealer registered with the SEC is a member of FINRA.

The Intermediary Manager Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or the Intermediary Manager Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. The Intermediary Manager Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act.

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Distribution and Servicing Plan

On July 22, 2021, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). On November 14, 2022, the Board approved amending the Distribution and Servicing Plan to update the effective date to October 29, 2021, the Registration Statement effective date. The following table shows the shareholder servicing and/or distribution fees the Company will pay the Intermediary Manager with respect to the Class S, Class D and Class I on an annualized basis as a percentage of the Company’s NAV for such class. The shareholder servicing and/or distribution monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month.

Subject to FINRA and other limitations on underwriting compensation, the Company will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the Company’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month and a shareholder servicing and/or distribution fee equal to 0.25% per annum of the Company’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month.

	Shareholder Servicing and/or Distribution Fee as a % of NAV
Class S shares	0.85%
Class D shares	0.25%
Class I shares	0.00%

The shareholder servicing and/or distribution fees is paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation. For the three months ended March 31, 2023, the Company accrued distribution and shareholder servicing fees of $588, $2 and $0 for Class S, Class D and Class I shares, respectively. For the three months ended March 31, 2022, the Company accrued distribution and shareholder servicing fees of $36, $0 and $0 for Class S, Class D and Class I shares, respectively.

The shareholder servicing and/or distribution fees are similar to sales commissions. The distribution and servicing expenses borne by the participating brokers may be different from and substantially less than the amount of shareholder servicing and/or distribution fees charged. The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. All or a portion of the shareholder servicing and/or distribution fee may be used to pay for sub-transfer agency, sub-accounting and certain other administrative services that are not required to be paid pursuant to the shareholder servicing and/or distribution fees under FINRA rules. The Fund also may pay for these sub-transfer agency, sub- accounting and certain other administrative services outside of the shareholder servicing and/or distribution fees and its Distribution and Servicing Plan. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

Expense Support and Conditional Reimbursement Agreement

The Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest or distributions and/or shareholder servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment”. “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

54

No Reimbursement Payment for any month will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by our net assets.

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

The following table presents a summary of all expenses supported, and recouped, by the Adviser:

For the Month Ended	Amount of Expense Support		Recoupment of Expense Support		Unreimbursed Expense Support		Reimbursement Eligibility Expiration	Effective Rate of Distribution per Share	Operating Expense Ratio
January 31, 2022	$	1,677	$	1,461	$	216	January 31, 2025	5.12%	1.36%
February 28, 2022		867		—		867	February 28, 2025	7.42%	0.86%
March 31, 2022		111		—		111	March 31, 2025	6.71%	0.68%
April 30, 2022		1,778		—		1,778	April 30, 2025	6.96%	0.60%
	$	4,433	$	1,461	$	2,971

For the three months ended March 31, 2023 and 2022, the Company accrued Expense Support amounting to $0 and $2,655, respectively. For the three months ended March 31, 2023 and 2022, Reimbursement Payments were paid to the Adviser in the amount of $1,461 and $0, respectively.

Co-Investment Activity

We may co-invest on a concurrent basis with affiliates of ours, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the Order from the SEC permitting us to do so. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent trustees must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our shareholders and is consistent with our Board of Trustees’ approved criteria. In certain situations where co-investment with one or more funds managed by the Adviser or its affiliates is not covered by the Order, the personnel of the Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of our affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.

As of March 31, 2023, the Company’s co-investment holdings were 43.7% of the portfolio or $1,858,760, measured at fair value. On a cost basis, 42.5% of the portfolio or $1,833,831 were co-investments. As of December 31, 2022, the Company’s co-investment holdings were 39.1% of the portfolio or $1,682,724, measured at fair value. On a cost basis, 37.8% of the portfolio or $1,672,524 were co-investments.

Escrow Agreement

On October 14, 2021, the Company entered into an escrow agreement (the “Escrow Agreement”) with UMB Bank, N.A. The Company received purchase orders and held investors’ funds in an interest-bearing escrow account until it received purchase orders for at least $100 million (excluding any shares purchased by the Adviser, its affiliates and the Company’s trustees and officers but including any shares purchased in any private offerings), and the Board authorized the release of the escrowed purchase order proceeds to the Company, which occurred on January 7, 2022.

55

Note 4. Investments

Fair Value Measurement and Disclosures

The following table shows the composition of our investment as of March 31, 2023, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:

						Fair Value Hierarchy
	Cost		Fair Value		Level 1		Level 2		Level 3
First Lien Secured Debt	$	4,203,794	$	4,171,540	$	—	$	1,483,505	$	2,688,035
Second Lien Secured Debt		39,679		32,815		—		—		32,815
Unsecured Debt		69,365		48,332		—		48,332		—
Common Equity/Interests		200		199		—		—		199
Preferred Equity		99		50		—		—		50
Total Investments before Cash Equivalents	$	4,313,137	$	4,252,936	$	—	$	1,531,837	$	2,721,099
Money Market Fund	$	2	$	2	$	2	$	—	$	—
Total Cash Equivalents	$	2	$	2	$	2	$	—	$	—
Total Investments after Cash Equivalents	$	4,313,139	$	4,252,938	$	2	$	1,531,837	$	2,721,099
Interest rate swaps	$	—	$	1,912	$	—	$	1,912	$	—
Foreign currency forward transactions		—		(449)		—		(449)		—
Total Assets and Liabilities at Fair Value	$	4,313,139	$	4,254,401	$	2	$	1,533,300	$	2,721,099

The following table shows the composition of our investment as of December 31, 2022, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:

						Fair Value Hierarchy
	Cost		Fair Value		Level 1		Level 2		Level 3
First Lien Secured Debt	$	4,357,934	$	4,266,966	$	—	$	1,436,996	$	2,829,970
Unsecured Debt		69,276		41,665		—		41,665		—
Common Equity/Interests		200		205		—		—		205
Preferred Equity		100		56		—		—		56
Total Investments before Cash Equivalents	$	4,427,510	$	4,308,892	$	—	$	1,478,661	$	2,830,231
Money Market Fund	$	4	$	4	$	4	$	—	$	—
Total Cash Equivalents	$	4	$	4	$	4	$	—	$	—
Total Investments after Cash Equivalents	$	4,427,514	$	4,308,896	$	4	$	1,478,661	$	2,830,231
Interest rate swaps	$	—	$	(460)	$	—	$	(460)	$	—
Foreign currency forward transactions		—		249		—		249		—
Total Assets and Liabilities at Fair Value	$	4,427,514	$	4,308,685	$	4	$	1,478,450	$	2,830,231

56

The following tables shows changes in the fair value of our Level 3 investments during the three months ended March 31, 2023:

	Three Months Ended March 31, 2023
	First Lien Secured Debt		Second Lien Secured Debt		Unsecured Debt		Common Equity/Interests		Preferred Equity		Total
Fair value as of December 31, 2022	$	2,829,970	$	—	$	—	$	205	$	56	$	2,830,231
Net realized gains (losses)		1,213		—		—		—		—		1,213
Net change in unrealized gains (losses)		18,788		(794)		—		(6)		(6)		17,982
Net amortization on investments		1,980		(64)		—		—		—		1,916
Purchases, including capitalized PIK (2)(3)		304,347		33,673		—		—		—		338,020
Sales (3)		(333,566)		—		—		—		—		(333,566)
Transfers out of Level 3 (1)		(134,697)		—		—		—		—		(134,697)
Transfers into Level 3 (1)		—		—		—		—		—		—
Fair value as of March 31, 2023	$	2,688,035	$	32,815	$	—	$	199	$	50	$	2,721,099
Net change in unrealized gains (losses) on Level 3 investments still held as of March 31, 2023	$	16,188	$	(794)	$	—	$	(6)	$	(6)	$	16,176

(1)

Transfers out (if any) of Level 3 are due to an increase in the quantity and reliability of broker quotes obtained and transfers into (if any) Level 3 are due to a decrease in the quantity and reliability of broker quotes obtained as assessed by the Investment Adviser. Transfers are assumed to have occurred at the end of the period. There were no transfers between Level 1 and Level 2 fair value measurements during the periods shown.

(2)

Includes unfunded commitments measured at fair value of $(4,673).

(3)

Includes reorganizations and restructuring of investments.

The following tables shows changes in the fair value of our Level 3 investments during the three months ended March 31, 2022:

	Three Months Ended March 31, 2022
	First Lien Secured Debt		Second Lien Secured Debt		Unsecured Debt		Common Equity/Interests		Preferred Equity		Total
Fair value as of December 31, 2021	$	—	$	—	$	—	$	—	$	—	$	—
Net realized gains (losses)		(2)		—		—		—		—		(2)
Net change in unrealized gains (losses)		(2)		—				—		—		(2)
Net amortization on investments		316		—		—		—		—		316
Purchases, including capitalized PIK (2)(3)		429,033		—		—		—		—		429,033
Sales		(1,637)		—		—		—		—		(1,637)
Transfers out of Level 3 (1)		—		—		—		—		—		—
Transfers into Level 3 (1)		—		—		—		—		—		—
Fair value as of March 31, 2022	$	427,708	$	—	$	—	$	—	$	—	$	427,708
Net change in unrealized gains (losses) on Level 3 investments still held as of March 31, 2023	$	(2)	$	—	$	—	$	—	$	—	$	(2)

(1)

Transfers out (if any) of Level 3 are due to an increase in the quantity and reliability of broker quotes obtained and transfers into (if any) Level 3 are due to a decrease in the quantity and reliability of broker quotes obtained as assessed by the Investment Adviser. Transfers are assumed to have occurred at the end of the period. There were no transfers between Level 1 and Level 2 fair value measurements during the periods shown.

(2)

Includes unfunded commitments measured at fair value of $(1,049).

(3)

Includes reorganizations and restructuring of investments.

57

The following table summarizes the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of March 31, 2023 and December 31, 2022. In addition to the techniques and inputs noted in the tables below, according to our valuation policy we may also use other valuation techniques and methodologies when determining our fair value measurements. The below table is not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they relate to the Company’s determination of fair values.

The unobservable inputs used in the fair value measurement of our Level 3 investments as of March 31, 2023 were as follows:

			Quantitative Information about Level 3 Fair Value Measurements
Asset Category		Fair Value	Valuation Techniques/Methodologies	Unobservable Input	Range			Weighted Average (1)
First Lien Secured Debt	$	2,345,108	Yield Analysis	Discount Rate	8.2%	-	12.6%	10.9%
		342,928	Cost Approach	Cost Approach	N/A		N/A	N/A
Second Lien Secured Debt		32,815	Yield Analysis	Discount Rate	15.2%	-	15.2%	15.2%
Common Equity/Interests		199	Market Comparable Technique	Comparable Multiple	8.0x	-	22.0x	15.0x
Preferred Equity		50	Market Comparable Technique	Comparable Multiple	14.0x	-	14.0x	14.0x
Total Level 3 Investments	$	2,721,099

(1)

The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment. For the commodity price unobservable input, the weighted average price is an undiscounted price based upon the estimated production level from the underlying reserves.

The unobservable inputs used in the fair value measurement of our Level 3 investments as of December 31, 2022 were as follows:

			Quantitative Information about Level 3 Fair Value Measurements
Asset Category		Fair Value	Valuation Techniques/Methodologies	Unobservable Input	Range			Weighted Average (1)
First Lien Secured Debt	$	2,279,041	Discounted Cash Flow	Discount Rate	8.7%	-	14.5%	10.7%
		550,929	Transactional Value	Cost	N/A		N/A	N/A
Common Equity/Interests		205	Recent Transaction	Recent Transaction	N/A		N/A	N/A
Preferred Equity		56	Recent Transaction	Recent Transaction	N/A		N/A	N/A
Total Level 3 Investments	$	2,830,231

(1)

The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment. For the commodity price unobservable input, the weighted average price is an undiscounted price based upon the estimated production level from the underlying reserves.

The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity securities are primarily earnings before interest, taxes, depreciation and amortization (“EBITDA”) comparable multiples and market discount rates. The Company typically uses EBITDA comparable multiples on its equity securities to determine the fair value of investments. The Company uses market discount rates for debt securities to determine if the effective yield on a debt security is commensurate with the market yields for that type of debt security. If a debt security’s effective yield is significantly less than the market yield for a similar debt security with a similar credit profile, the resulting fair value of the debt security may be lower. For certain investments where fair value is derived based on a recovery analysis, the Company uses underlying commodity prices from third party market pricing services to determine the fair value and/or recoverable amount, which represents the proceeds expected to be collected through asset sales or liquidation. Further, for certain investments, the Company also considered the probability of future events which are not in management’s control. Significant increases or decreases in any of these inputs in isolation would result in a significantly lower or higher fair value measurement. The significant unobservable inputs used in the fair value measurement of the structured products include the discount rate applied in the valuation models in addition to default and recovery rates applied to projected cash flows in the valuation models. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment; conversely decreases in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks.

Investment Transactions

For the three months ended March 31, 2023 and 2022 purchases of investments on a trade date basis were $619,409 and $3,039,594, respectively. For the three months ended March 31, 2023 and 2022, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $736,033 and $407,945, respectively.

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PIK Income

The Company holds loans and other investments, including certain preferred equity investments, that have contractual PIK income. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. During the three months ended March 31, 2023 and 2022, PIK income earned was $916 and $904 , respectively.

The following table shows the change in capitalized PIK balance for the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31,
		2023		2022
PIK balance at beginning of period	$	5,333	$	—
PIK income capitalized		980		904
Adjustments due to investments exited or written off		—		—
PIK income received in cash		—		—
PIK balance at end of period	$	6,313	$	904

Note 5. Derivative Instruments

In the normal course of business, the Company enters into derivative financial instruments in the normal course of business to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures.

Certain information related to the Company’s foreign currency forward contracts is presented below as of March 31, 2023.

Counterparty	Notional amount to be purchased		Notional amount to be sold		Settlement Date	Fair Value		Balance Sheet Location of Net Amounts
State Street Bank and Trust Company	$	3,518	₣	3,168	6/21/2023	$	19	Unrealized depreciation on foreign currency forward contracts
State Street Bank and Trust Company	₣	50	$	55	6/21/2023		0	Unrealized depreciation on foreign currency forward contracts
State Street Bank and Trust Company	$	3,690	€	3,462	6/21/2023		(90)	Unrealized depreciation on foreign currency forward contracts
State Street Bank and Trust Company	€	3,462	$	3,765	6/21/2023		15	Unrealized depreciation on foreign currency forward contracts
State Street Bank and Trust Company	$	15,830	£	13,160	6/21/2023		(470)	Unrealized depreciation on foreign currency forward contracts
State Street Bank and Trust Company	£	13,160	$	16,223	6/21/2023		78	Unrealized depreciation on foreign currency forward contracts
							(449)

* Totals may not foot due to rounding.

Certain information related to the Company’s foreign currency forward contracts is presented below as of December 31, 2022.

Counterparty	Notional amount to be purchased		Notional amount to be sold		Settlement Date	Fair Value		Balance Sheet Location of Net Amounts
State Street Bank and Trust Company	$	3,440	₣	3,160	3/15/2023	$	(5)	Unrealized appreciation on foreign currency forward contracts
State Street Bank and Trust Company		1,903	€	1,790	3/15/2023		(8)	Unrealized appreciation on foreign currency forward contracts
State Street Bank and Trust Company		10,562	€	9,820	3/31/2023		(22)	Unrealized appreciation on foreign currency forward contracts
State Street Bank and Trust Company		14,813	£	12,010	3/15/2023		283	Unrealized appreciation on foreign currency forward contracts
							249

59

Certain information related to the Company’s interest rate swaps is presented below as of March 31, 2023.

Counterparty	Notional Amount		Maturity Date	Fair Value		Financial Statement Location of Net Amounts
Goldman Sachs International	$	62,000	12/21/2025	$	437	Other assets
Goldman Sachs International		38,000	1/19/2026		213	Other assets
Goldman Sachs International		82,000	12/21/2027		1,057	Other assets
Goldman Sachs International		18,000	1/19/2028		205	Other assets
				$	1,912

* Totals may not foot due to rounding.

Certain information related to the Company’s interest rate swaps is presented below as of December 31, 2022.

Counterparty	Notional Amount		Maturity Date	Fair Value		Financial Statement Location of Net Amounts
Goldman Sachs International	$	62,000	12/21/2025	$	(36)	Other liabilities and accrued expenses
Goldman Sachs International		38,000	1/19/2026		(105)	Other liabilities and accrued expenses
Goldman Sachs International		82,000	12/21/2027		(231)	Other liabilities and accrued expenses
Goldman Sachs International		18,000	1/19/2028		(88)	Other liabilities and accrued expenses
				$	(460)

The Company’s foreign currency forward contracts are not designated in a qualifying hedge accounting relationship. Net realized and unrealized gains and losses for the three months ended March 31, 2023 and 2022, for the Company’s foreign currency forward contracts, are in the following locations in the Consolidated Statements of Operations:

		Three Months Ended March 31,
Derivative Instrument	Financial Statement Location	2023		2022
Foreign currency forward contracts	Net realized gain(loss) on foreign currency forward contracts	$	353	$	—
			353		—

		Three Months Ended March 31,
Derivative Instrument	Financial Statement Location	2023		2022
Foreign currency forward contracts	Net change in unrealized appreciation (depreciation) on foreign currency forward contracts	$	(698)	$	—
			(698)		—

The Company’s interest rate swaps have been designated in a qualifying hedge accounting relationship. Net realized and unrealized gains and losses for the three months ended March 31, 2023 and 2022, for the Company’s interest rate swaps, are in the following locations in the Consolidated Statements of Operations:

	Three Months Ended March 31,				Financial Statement Location
	2023		2022
Interest rate swaps	$	(1,533)	$	—	Interest and other debt expenses
Hedged items		1,912		—	Interest and other debt expenses

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Offsetting of Derivative Instruments

The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation and depreciation on derivative instruments are reported net in the Consolidated Statements of Assets and Liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of March 31, 2023:

	As of March 31, 2023
Counterparty	Derivative Assets Subject to Master Netting Agreement		Derivatives Available for Offset		Non-cash Collateral Received(1)		Cash Collateral Received(1)		Net Amount of Derivative Assets(2)
Goldman Sachs International	$	1,912	$	—	$	—	$	(1,180)	$	732
Total	$	1,912	$	—	$	—	$	(1,180)	$	732
Counterparty	Derivative Liabilities Subject to Master Netting Agreement		Derivatives Available for Offset		Non-cash Collateral Pledged(1)		Cash Collateral Pledged(1)		Net Amount of Derivative Liabilities(3)
Goldman Sachs International	$	—	$	—	$	—	$	—	$	—
Total	$	—	$	—	$	—	$	—	$	—

(1)

In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization.

(2)

Net amount of derivative assets represents the net amount due from the counterparty to the Company.

(3)

Net amount of derivative liabilities represents the net amount due from the Company to the counterparty.

Note 6. Debt and Foreign Currency Transactions and Translations

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of March 31, 2023, the Company’s asset coverage was 214.6%.

The Company’s outstanding debt obligations as of March 31, 2023 were as follows:

	March 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Carrying Value (4)		Fair Value (3)		Unused Portion (1)		Amount Available (2)
Revolving Credit Facility	$	2,085,000		561,136		561,136		557,198		1,523,864		1,255,231
Cardinal Funding LLC		800,000		647,818		647,818		641,462		152,182		2,249
Mallard Funding LLC		500,000		416,548		416,548		415,523		83,452		32,563
Grouse Funding LLC		250,000		187,500		187,500		187,246		62,500		49,000
2025 Notes		62,000		62,000		62,437		62,437		—		—
2026 Notes		38,000		38,000		38,213		38,213		—		—
2027 Notes		82,000		82,000		83,057		83,057		—		—
2028 Notes		18,000		18,000		18,205		18,205		—		—
Total Debt Obligations	$	3,835,000	$	2,013,002	$	2,014,914	$	2,003,341	$	1,821,998	$	1,339,043
Deferred Financing Costs and Debt Discount						(20,260)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount						1,994,654

(1)

The unused portion is the amount upon which commitment fees, if any, are based.

(2)

The amount available reflects any limitations related to each respective credit facility’s borrowing base.

(3)

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of March 31, 2023. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

(4)

Negative values (if any) represent adjustments to debt valuation in connection with gain/losses on interest rate swap valuation on qualifying hedge accounting relationships. Please see Note 5 for additional details.

61

The Company’s outstanding debt obligations as of December 31, 2022 were as follows:

	December 31, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value (4)		Fair Value (3)		Unused Portion (1)		Amount Available (2)
Revolving Credit Facility	$	2,085,000		976,462		976,462		971,776		1,108,538		722,012
Cardinal Funding LLC		800,000		498,731		498,731		495,510		301,269		163,459
Mallard Funding LLC		500,000		416,395		416,395		416,012		83,605		82,813
Grouse Funding LLC		250,000		158,000		158,000		158,000		92,000		42,157
2025 Notes		62,000		62,000		61,964		61,964		—		—
2026 Notes		38,000		—		(105)		—		38,000		—
2027 Notes		82,000		82,000		81,769		81,769		—		—
2028 Notes		18,000		—		(88)		—		18,000		—
Total Debt Obligations	$	3,835,000	$	2,193,588	$	2,193,128	$	2,185,031	$	1,641,412	$	1,010,441
Deferred Financing Costs and Debt Discount						(20,508)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount						2,172,620

(1)

The unused portion is the amount upon which commitment fees, if any, are based.

(2)

The amount available reflects any limitations related to each respective credit facility’s borrowing base.

(3)

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of December 31, 2022. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

(4)

Negative values (if any) represent adjustments to debt valuation in connection with gain/losses on interest rate swap valuation on qualifying hedge accounting relationships. Please see Note 5 for additional details.

The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31,
	2023		2022
Average debt outstanding	$	1,995,625	$	327,387
Maximum amount of debt outstanding		2,157,600		726,363
Weighted average annualized interest cost (1)		7.29%		3.94%
Annualized amortized debt issuance cost		0.28%		0.65%
Total annualized interest cost		7.58%		4.59%
Average 1-month SOFR rate		4.5%		0.3%

(1)

Includes the stated interest expense and commitment fees on the unused portion of the Senior Secured Facility. Commitment fees for the three months ended March 31, 2023 and 2022 were $1,875 and $1,459.

The components of interest expense for the three months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended March 31,
	2023		2022
Borrowing interest expense	$	34,547	$	1,558
Facility unused fees		1,875		1,459
Amortization of financing costs and debt issuance costs		1,400		493
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items
Interest rate swaps		(1,533)		—
Hedged items		1,912		—
Total interest expense	$	38,201	$	3,510

Senior Secured Facility

On March 11, 2022, the Company entered into a senior secured, multi-currency, revolving credit facility (the “Senior Secured Facility”) with J.P. Morgan Chase Bank, N.A. The aggregate lender commitments under the Senior Secured Facility on March 11, 2022 were $1.835 billion. On June 7, 2022, the Company entered into an amendment to its Senior Secured Facility to increase the multicurrency commitments from $1.835 billion to $2.085 billion. The Company may seek additional commitments from new and existing lenders in the future, up to an aggregate facility size not to exceed approximately $2.753 billion. The scheduled maturity date of the Facility is March 11, 2027.

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Loans under the Facility denominated in US dollars will bear interest, at the Company’s option, at the base rate plus a spread of 0.75% to 0.875% or the term SOFR rate plus a credit spread adjustment of 0.10% and spread of 1.75% to 1.875%, in each case, with such spread being determined based on the total amount of the Gross Borrowing Base relative to the total Covered Debt Amount, as of the date of determination. Loans under the Facility denominated in currencies other than US dollars will bear interest at certain local rates consistent with market standards. Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of the applicable interest period in the case of loans bearing interest at the term SOFR rate (or at each three month interval in the case of loans with interest periods greater than three months). The Company is also obligated to pay other customary closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees for a credit facility of this size and type.

The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.

In connection with the Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio.

The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, J.P. Morgan Chase Bank, N.A. may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.

As of March 31, 2023, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

SPV Financing Facilities

The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Cardinal Funding LLC, Mallard Funding LLC, and Grouse Funding LLC, which are collectively referred to as the “SPVs”, and the secured financing facilities described below are collectively referred to as the “SPV Financing Facilities”.

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

In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.

As of March 31, 2023, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.

Cardinal Funding LLC

On January 7, 2022, Cardinal Funding LLC (“Cardinal Funding”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit and Security Agreement (the “Cardinal Funding Secured Credit Facility”), with Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.

The maximum principal amount of the Cardinal Funding Secured Credit Facility as of the Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Cardinal Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Amounts drawn under the Cardinal Funding Secured Credit Facility, will bear interest at the Term SOFR Reference Rate, the CDOR Rate, SONIA or the EURIBOR Rate (the “Applicable Reference Rate”), in each case, plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 1.70%. Advances used to finance the purchase or origination of private credit loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.20%. Advances used to finance the purchase or origination of any other eligible loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.45%. After the expiration of a three-year reinvestment period, the applicable margin on outstanding advances will be increased by 0.50% per annum. All amounts outstanding under the Cardinal Funding Secured Credit Facility must be repaid by the date that is five years after the closing date of the Cardinal Funding Secured Credit Facility. The contractual maturity date of the Cardinal Funding Secured Credit Facility is January 7, 2027.

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On April 7, 2022, Cardinal Funding, entered into Amendment No. 1 (the “First Cardinal Funding Amendment”), by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.

The First Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the additional aggregate commitment size which Cardinal Funding can request from the lenders under the Cardinal Funding Secured Credit Facility from $750,000,000 to $1,350,000,000, (ii) add a new revolving lender to the Cardinal Funding Secured Credit Facility and (iii) allow Cardinal Funding to finance bonds under the Cardinal Funding Secured Credit Facility. Advances used to finance bonds under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.0%.

On December 9, 2022, Cardinal Funding entered into Amendment No. 4 (the “Fourth Cardinal Funding Amendment”) by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.

The Fourth Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the aggregate commitment under the Cardinal Funding Secured Credit Facility from $500,000,000 to $800,000,000 and (ii) modify the interest rate charged under the Cardinal Funding Secured Credit Facility. Advances made with respect to “Private Credit Loans” (as defined in the Cardinal Funding Secured Credit Facility) will, prior to the Commitment Termination Date, bear interest at the Applicable Reference Rate plus a spread of 2.75% and, following the Commitment Termination Date, bear interest at the Applicable Reference Rate plus a spread of 3.25%.

Mallard Funding LLC

On January 7, 2022, Mallard Funding LLC (“Mallard Funding”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Loan and Servicing Agreement (the “Mallard Funding Loan and Servicing Agreement”), with Mallard Funding, as borrower, the Company, in its capacity as servicer and in its capacity as transferor, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, account bank and collateral custodian.

The maximum principal amount of the Mallard Funding Loan and Servicing Agreement as of the Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Mallard Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Under the Mallard Funding Loan and Servicing Agreement, Mallard Funding is permitted to borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Mallard Funding Loan and Servicing Agreement, will bear interest at Adjusted Term SOFR, the CDOR Rate, Daily Simple SONIA or the EURIBOR Rate (the “Mallard Funding Applicable Reference Rate”), in each case, plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Mallard Funding Loan and Servicing Agreement bear interest at the Mallard Funding Applicable Reference Rate plus a spread of (x) during the nine months subsequent to the Closing Date (the "Ramp-Up Period"), 1.60%, (y) after the end of the Ramp-Up Period and prior to the Mallard Funding Commitment Termination Date (as defined by the Mallard Funding Loan and Servicing Agreement), 2.00% and (z) after the Mallard Funding Commitment Termination Date, 2.25%. Advances used to finance the purchase or origination of middle market loans under the Mallard Funding Loan and Servicing Agreement initially bear interest at the Mallard Funding Applicable Reference Rate plus a spread of (x) prior to the Mallard Funding Commitment Termination Date, 2.00% and (y) after the Mallard Funding Commitment Termination Date, 2.25%. All amounts outstanding under the Mallard Funding Loan and Servicing Agreement must be repaid by the date that is five years after the closing date of the Mallard Funding Loan and Servicing Agreement. The contractual maturity date under the Mallard Funding Loan and Servicing Agreement is January 7, 2027.

On March 18, 2022, Mallard Funding entered into Amendment No. 1 (the “First Mallard Funding Amendment”), by and among Mallard Funding, as borrower, the Company, in its capacity as servicer and as transferor, each lender party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, account bank and collateral custodian. The First Mallard Funding Amendment amends the Mallard Funding Loan and Servicing Agreement to (i) allow Mallard Funding to borrow amounts in Australian dollars and (ii) allow amounts drawn to bear interest at the BBSY Rate.

Grouse Funding LLC

On July 7, 2022 (the “Closing Date”), Grouse Funding LLC (“Grouse Funding”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “Grouse Funding Secured Credit Facility”), with Grouse Funding, as borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral agent and collateral custodian, and Virtus Group, LP, as collateral administrator.

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From time to time, the Company expects to sell and contribute certain investments to Grouse Funding pursuant to a Sale and Contribution Agreement, dated as of the Closing Date, by and between the Company and Grouse Funding. No gain or loss will be recognized as a result of the contribution. Proceeds from the Grouse Funding Secured Credit Facility will be used to finance the origination and acquisition of eligible assets by Grouse Funding, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by Grouse Funding through our ownership of Grouse Funding. The maximum principal amount of the Grouse Funding Secured Credit Facility as of the Closing Date is $250 million, which can be drawn in U.S. Dollars subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Grouse Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

The Grouse Funding Secured Credit Facility provides for the ability to draw and redraw revolving loans under the Grouse Funding Secured Credit Facility for a period of up to three years after the Closing Date unless the commitments are terminated sooner as provided in the Grouse Funding Secured Credit Facility (the “Commitment Termination Date”). Unless otherwise terminated, the Grouse Funding Secured Credit Facility will mature on the date which is five years after the Closing Date (the “Final Maturity Date”). Prior to the Commitment Termination Date, proceeds received by Grouse Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Following the Commitment Termination Date but prior to the Final Maturity Date, proceeds received by Grouse Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, as well as principal on outstanding borrowings in accordance with the terms of the Grouse Funding Secured Credit Facility, and the excess may be returned to the Company, subject to certain conditions. On the Final Maturity Date, Grouse Funding must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Under the Grouse Funding Secured Credit Facility, Grouse Funding is permitted to borrow amounts in U.S. dollars. Amounts drawn under the Grouse Funding Secured Credit Facility will bear interest at Term SOFR plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Grouse Funding Secured Credit Facility initially bear interest at Term SOFR plus a spread of 2.40%, except that following the application of a rebate amount the spread on broadly syndicated loans shall be 1.85%. Advances used to finance the purchase or origination of bonds or loans that are not broadly syndicated loans, that in either case have an EBITDA of $100 million or above, under the Grouse Funding Secured Credit Facility initially bear interest at Term SOFR plus a spread of 2.15%. Advances used to finance the purchase or origination of any other eligible loans or bonds under the Grouse Funding Secured Credit Facility initially bear interest at Term SOFR plus a spread of 2.40%. The Grouse Funding Secured Credit Facility contains customary covenants, including certain limitations on the activities of Grouse Funding, including limitations on incurrence of incremental indebtedness, and customary events of default. The Grouse Funding Secured Credit Facility is secured by a perfected first priority security interest in the assets of Grouse Funding and on any payments received by Grouse Funding in respect of those assets. Assets pledged to the lenders under the Grouse Funding Secured Credit Facility will not be available to pay the debts of the Company.

Private Placement Bonds

On November 15, 2022, the Company priced an offering of $200 million in aggregate principal amount of Senior Unsecured Notes (the “Notes”) to institutional investors in a private placement. The Notes are comprised of $62 million Senior Unsecured Notes due 2025 (the “2025 Notes”), $38 million Senior Unsecured Notes due 2026 (the “2026 Notes”), $82 million Senior Unsecured Notes due 2027 (the “2027 Notes”), and $18 million Senior Unsecured Notes due 2028 (the “2028 Notes”). The issuances of the Notes occurred in two installments on December 21, 2022 and January 19, 2023. The 2025 and 2026 Notes have a fixed interest rate of 8.21% per annum and are due on December 21, 2025 and January 19, 2026, respectively. The 2027 and 2028 Notes have a fixed interest rate of 8.31% per annum and are due on December 21, 2027 and January 19, 2028, respectively. Interest on the Notes is due and payable semiannually. These interest rates are subject to increase (up to a maximum increase of 1.00% above the stated rate for each of the 2025 Notes, 2026 Notes, 2027 Notes and the 2028 Notes) in the event that, subject to certain exceptions, the Notes cease to have an investment grade rating. There is no guarantee of the successful placement of the Notes or that the closing of the Notes will occur as anticipated.

In connection with the Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans.

Under the interest rate swap agreement related to the 2025 Notes, the Company receives a fixed interest rate of 4.02% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $62 million of the 2025 Notes.

Under the interest rate swap agreement related to the 2026 Notes, the Company receives a fixed interest rate of 3.97% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $38 million of the 2026 Notes.

Under the interest rate swap agreement related to the 2027 Notes, the Company receives a fixed interest rate of 3.67% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $82 million of the 2027 Notes.

Under the interest rate swap agreement related to the 2028 Notes, the Company receives a fixed interest rate of 3.65% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $18 million of the 2028 Notes.

The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

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Foreign Currency Transactions and Translations

The Company had the following foreign-denominated debt obligations outstanding on its Senior Secured Facility and SPV Financing Facilities as of March 31, 2023:

	March 31, 2023
	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)		Reset Date
British Pound	£	89,000		108,225		109,790		(1,565)		4/30/2023
British Pound	£	6,200		8,408		7,648		760		5/1/2023
British Pound	£	3,500		4,747		4,318		429		4/30/2023
Australian Dollar	A$	10,000		7,402		6,685		717		4/30/2023
European Euro	€	294,500		301,067		319,385		(18,318)		4/30/2023
Swedish Krona	kr	34,000		3,237		3,276		(39)		4/30/2023
Total				433,086		451,102		(18,016)

The Company had the following foreign-denominated debt obligations outstanding on its Senior Secured Facility and SPV Financing Facilities as of December 31, 2022:

	December 31, 2022
	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)		Reset Date
British Pound	£	76,000		92,180		91,880		300		1/31/2023
British Pound	£	6,200		8,408		7,495		913		2/1/2023
British Pound	£	3,500		4,747		4,231		516		1/31/2023
Australian Dollar	A$	10,000		7,402		6,809		593		1/31/2023
European Euro	€	277,000		282,015		296,515		(14,500)		1/31/2023
Swedish Krona	kr	34,000		3,237		3,258		(21)		1/31/2023
Total				397,989		410,188		(12,199)

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Note 7. Net Assets

The Company has the authority to issue an unlimited number of common shares of beneficial interest at $0.01 per share par value.

On July 22, 2021, an affiliate of the Adviser purchased 2,000 shares of the Company’s Class I common shares at $25.00 per share.

On January 7, 2022, the Company had satisfied the minimum offering requirement, and the Company’s Board authorized the release of proceeds from escrow. As of such date, the Company issued and sold 26,258,912 shares (consisting all of Class I shares at an offering price of $25.00 per share; no Class S or Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $656,473 to the Company as payment for such shares.

The following table summarizes transactions in common shares of beneficial interest during the three months ended March 31, 2023 and 2022:

	Three Months Ended				Three Months Ended
	March 31, 2023				March 31, 2022
	Shares		Amount		Shares		Amount
Class S:
Proceeds from shares sold		1,672,966	$	39,419		1,831,176	$	45,363
Repurchase of common shares		(34,780)		(829)		—		—
Early repurchase deduction		—		7		—		—
Distributions reinvested		125,217		2,950		357		9
Net increase (decrease)		1,763,403	$	41,547		1,831,533	$	45,372
Class D:
Proceeds from shares sold		21,549	$	508		—	$	—
Repurchase of common shares		—		—		—		—
Early repurchase deduction		—		—		—		—
Distributions reinvested		305		7		—		—
Net increase (decrease)		21,854	$	515		—	$	—
Class I:
Proceeds from shares sold		5,993,897	$	141,301		52,912,842	$	1,320,935
Repurchase of common shares		(5,477,979)		(130,467)		—		—
Early repurchase deduction		—		5		—		—
Distributions reinvested		771,135		18,155		157,315		3,905
Net increase (decrease)		1,287,054	$	28,994		53,070,157	$	1,324,840
Total net increase (decrease)		3,072,311	$	71,056		54,901,690	$	1,370,212

Net Asset Value per Share and Offering Price

The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class S, Class D and Class I common shares during the three months ended March 31, 2023 and 2022:

	NAV Per Share
For the Month Ended	Class S		Class D		Class I
January 31, 2023	$	23.64	$	23.64	$	23.64
February 28, 2023		23.76		23.76		23.76
March 31, 2023		23.82		23.82		23.82

	NAV Per Share(1)
For the Month Ended	Class S		Class D		Class I
January 31, 2022	$	—	$	—	$	25.04
February 28, 2022		24.74		—		24.74
March 31, 2022		24.71		—		24.71

(1)

Class D shares were first issued on July 1, 2022.

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Distributions

The Board authorizes and declares monthly distribution amounts per share of Class S, Class D and Class I common shares. The following table presents distributions that were declared during the three months ended March 31, 2023:

			Class S Distributions				Class D Distributions				Class I Distributions
Declaration Date	Record Date	Payment Date	Per Share		Amount*		Per Share		Amount*		Per Share		Amount*
January 20, 2023	January 31, 2023	February 24, 2023	$	0.1433	$	1,630	$	0.1551	$	18	$	0.1600	$	13,421
February 17, 2023	February 28, 2023	March 29, 2023		0.1446		1,703		0.1555		18		0.1600		13,675
February 17, 2023	February 28, 2023	March 29, 2023		0.0200		235		0.0200		2		0.0200		1,709	(1)
March 24, 2023	March 31, 2023	April 26, 2023		0.1428		1,803		0.1550		20		0.1600		14,193
March 24, 2023	March 31, 2023	April 26, 2023		0.0200		252		0.0200		3		0.0200		1,774	(1)
			$	0.4707	$	5,623	$	0.5056	$	61	$	0.5200	$	44,772

* Totals may not foot due to rounding.

(1)

Represents a special distribution.

The following table presents distributions that were declared during the three months ended March 31, 2022:

			Class S Distributions				Class I Distributions
Declaration Date	Record Date	Payment Date	Per Share		Amount*		Per Share		Amount*
January 31, 2022	January 31, 2022	March 7, 2022	$	—	$	—	$	0.1045	$	2,744
February 28, 2022	February 28, 2022	April 1, 2022		0.1245		22		0.1408		6,096
March 29, 2022	March 29, 2022	April 29, 2022		0.1229		225		0.1408		7,472
			$	0.2474	$	247	$	0.3861	$	16,313

* Totals may not foot due to rounding.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Through March 31, 2023, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

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Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the three months ended March 31, 2023:

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.4707	$	5,623	$	0.5056	$	61	$	0.5200	$	44,772
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	0.4707	$	5,623	$	0.5056	$	61	$	0.5200	$	44,772

The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the three months ended March 31, 2022:

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.2474	$	247	$	—	$	—	$	0.3861	$	16,313
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	0.2474	$	247	$	—	$	—	$	0.3861	$	16,313

Share Repurchase Program

At the discretion of our Board of Trustees, the Company has commenced a share repurchase program in which it intends to repurchase the Company’s common shares outstanding as of the close of the previous calendar quarter. The Board of Trustees may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board of Trustees suspend the share repurchase program, the Board of Trustees will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The following table presents information with respect to the Company’s purchases of its common stock during the three months ended March 31, 2023:

Repurchase Deadline Request	Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)	Price Paid Per Share	Repurchase Pricing Date	Amount Repurchased (all classes) (3)	Maximum number of shares that may yet be purchased under the repurchase plan (2)
March 15, 2023	5,512,759	5.94%	$23.82	March 31, 2023	$131,284	—

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

(2) All repurchase requests were satisfied in full

(3) Amounts shown net of Early Repurchase Deduction

There were no share repurchases during the three months ended March 31, 2022.

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Note 8. Commitments and Contingencies

The Company has various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of March 31, 2023 and December 31, 2022, the Company had the following unfunded commitments to its portfolio companies:

	March 31, 2023		December 31, 2022
Unfunded revolver obligations, bridge loan and backstop commitments (1)	$	133,146	$	181,974
Standby letters of credit issued and outstanding (2)		1,188		880
Unfunded delayed draw loan commitments (3)		184,424		252,210
Total Unfunded Commitments (4)	$	318,758	$	435,064

(1)

The unfunded revolver obligations may or may not be funded to the borrowing party in the future. The amounts relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of March 31, 2023, subject to the terms of each loan’s respective credit agreements which includes borrowing covenants that need to be met prior to funding. As of March 31, 2023 and December 31, 2022, the bridge loan and backstop commitments included in the balances were $30,777 and $93,000.

(2)

For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of the letters of credit issued and outstanding are recorded as a liability on the Company’s Consolidated Statements of Assets and Liabilities as such letters of credit are considered in the valuation of the investments in the portfolio company.

(3)

The Company’s commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions which can include covenants to maintain specified leverage levels and other related borrowing base covenants. For commitments to fund delayed draw loans with performance thresholds, borrowers are required to meet certain performance requirements before the Company is obligated to fulfill these commitments.

(4)

Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, the Company may have to fund additional commitments in the future that it is currently not obligated to but may be at a future point in time.

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Organizational and Offering Costs

The Adviser agreed to bear all of the Company’s organization and offering expenses through the date on which the Company broke escrow for the initial offering of its common shares. The Company is obligated to reimburse the Adviser for such expenses incurred upon breaking escrow for our offering. The organization and offering costs incurred for the three months ended March 31, 2023 were $39. The total organization and offering costs incurred through December 31, 2022 were $2,901, which were recognized by the Company when it broke escrow for the initial offering of its common shares.

Warehousing Transactions

The Company entered into a warehousing transaction whereby the Company agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. The warehousing transaction was designed to assist the Company in deploying capital upon receipt of subscription proceeds.

On February 22, 2021, the Company entered into a Facility Agreement (“Facility Agreement”), which was subsequently amended on August 17, 2021, with Goldman Sachs Bank USA (the “Financing Provider”). The Facility Agreement creates a forward obligation of the Financing Provider to sell, and a forward obligation of the Company, or its designee, to purchase certain investments (the “Portfolio Investments”) owned and held by the Financing Provider at the Company’s request. Pursuant to the Facility Agreement, the Company may request the Financing Provider to acquire Portfolio Investments as it designates from time to time, which the Financing Provider can approve or reject in its sole and absolute discretion. Prior to any sale to the Company, the Portfolio Investments will be owned and held solely for the account of the Financing Provider. ADS will have no obligation to purchase the Portfolio Investments under the Facility Agreement until such time the Company has received subscriptions for its shares of at least $600 million (the “Capital Condition”). After the Company has met the Capital Condition, it will be obligated to purchase the Portfolio Investments from the Financing Provider on or before February 22, 2022 (the “Facility End Date”). ADS may elect, but is not obligated to, purchase Portfolio Investments prior to the Facility End Date or prior to or without meeting the Capital Condition. In consideration for the forward arrangement provided by the Financing Provider (the amount of the arrangement will not exceed $250 million before May 22, 2021 and $500 million between such date and the Facility End Date (the “Financing Amount”), the Company has agreed to pay certain fees and expenses to the Financing Provider, including (i) a facility fee at an annual rate of LIBOR plus 1.77% multiplied by the cash amount paid by the Financing Provider (subject to adjustment for, among other things, cash amounts received by the Financing Provider) for such Portfolio Investment (the “Funded Amount”) while it is being held by the Financing Provider, (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount minus the greater of (A) the Minimum Utilization Amount and (B) the Funded Amount, and (iii) a minimum utilization fee at an annual rate of 1.77% of (the “Minimum Utilization Amount”) (A) prior to May 22, 2021, 50% of the Financing Amount at such time and (B) on or after May 22, 2021, and prior to the Facility End Date, 75% of the Financing Amount at such time. As a general matter, the price the Company would pay to purchase any Portfolio Investment from the Financing Provider equals the cash amount paid by the Financing Provider subject to adjustment for, among other things, principal repayments and interest amounts earned by the Financing Provider. Accordingly, shareholders will benefit from any interest paid or accrued on any Portfolio Investment purchased by the Company.

Effective January 7, 2022, the Company had a contractual obligation to acquire all assets under the Facility Agreement through forward purchase agreement on or before June 30, 2022. The mark-to-market gain/loss of all investments held by the Financing Provider, in addition to other economic rights and obligations held by the Company, are recognized in the Company’s consolidated financial statements. These gains (losses) are realized at the time the Company settles on the purchases of each underlying asset from the Financing Provider.

For the year ended December 31, 2022, the Company purchased debt investments from the Financing Provider with an aggregate principal amount of $436 million (excluding unfunded revolvers and delayed draw positions of $0.2 million), at a purchase price of $412 million, resulting in an unrealized gain of approximately $3 million. During the three months ended March 31, 2023, no additional transactions with the Financing Provider as it relates to the warehousing transactions had occurred.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of March 31, 2023, management is not aware of any pending or threatened material litigation.

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Note 9. Financial Highlights

The following are the financial highlights for the three months ended March 31, 2023:

	Three Months Ended March 31, 2023
	Class S (6)		Class D (7)		Class I (8)
Per Share Data:
Net asset value at beginning of period	$	23.20	$	23.20	$	23.20
Net investment income (1)		0.56		0.60		0.61
Net unrealized and realized gains (losses) (2)		0.53		0.53		0.53
Net increase (decrease) in net assets resulting from operations		1.09		1.13		1.14
Distribution declared (3)		(0.47)		(0.51)		(0.52)
Net asset value at end of period	$	23.82	$	23.82	$	23.82
Total return (4)		4.70%		4.85%		4.91%
Shares outstanding, end of period		12,591,142		128,797		83,230,281
Weighted average shares outstanding		11,931,443		120,230		85,977,441
Ratio/Supplemental Data
Net assets at end of period	$	299,879	$	3,067	$	1,982,266
Annualized ratio of net expenses to average net assets (5)		11.12%		10.47%		10.28%
Annualized ratio of net investment income to average net assets (5)		9.68%		10.32%		10.53%
Portfolio turnover rate		14.37%		14.37%		14.37%
Asset coverage per unit (9)		2,146		2,146		2,146

The following are the financial highlights for the three months ended March 31, 2022:

	Three Months Ended March 31, 2022
	Class S (6)		Class I (8)
Per Share Data:
Net asset value at beginning of period	$	25.04	$	25.00
Net investment income (1)		0.24		0.37
Net unrealized and realized gains (losses) (2)		(0.32)		(0.27)
Net increase (decrease) in net assets resulting from operations		(0.08)		0.10
Distribution declared (3)		(0.25)		(0.39)
Net asset value at end of period	$	24.71	$	24.71
Total return (4)		(0.31)%		0.39%
Shares outstanding, end of period		1,831,533		53,070,157
Weighted average shares outstanding		1,045,259		41,833,273
Ratio/Supplemental Data
Net assets at end of period	$	45,260	$	1,311,446
Annualized ratio of net expenses to average net assets (5)		4.48%		3.35%
Annualized ratio of net investment income to average net assets (5)		4.53%		4.95%
Portfolio turnover rate		18.79%		18.79%
Asset coverage per unit (9)		2,868		2,868

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(1)

The per share data was derived by using the weighted average shares outstanding during the period.

(2)

The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

(3)

The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 6).

(4)

Total return is not annualized. An investment in the Company is subject to maximum upfront sales load of 3.5% and 1.5% for Class S and Class D shares, respectively, of the offering price, which will reduce the amount of capital available for investment. Class I shares is not subject to upfront sales load.

(5)

For the three months ended March 31, 2023 and 2022, amounts are annualized except for organizational costs and management fee and income based incentive fee waivers by the Adviser. For the three months ended March 31, 2023, the total operating expenses to average net assets were 11.11%, 10.47% and 10.28%, for Class S, Class D and Class I shares, respectively, prior to management fee waivers and expense support provided by the Adviser. For the three months ended March 31, 2022, the total operating expenses to average net assets were 4.89% and 4.10%, for Class S and Class I shares, respectively, prior to management fee waivers and expense support provided by the Adviser. Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables.

(6)

Class S shares were first issued on February 1, 2022.

(7)

Class D shares were first issued on July 1, 2022.

(8)

Class I shares were first issued on January 7, 2022 (commencement of operations).

(9)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the asset coverage per unit.

Note 10. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.

April Financial Update and Dividend Declaration

On April 3, 2023, the Company issued and sold 7,188,365 shares (consisting of 6,115,226 Class I shares, 1,058,629 Class S shares, and 14,511 Class

D shares at an offering price of $23.82 per share for the Class I, Class S, and Class D shares), and the Company received approximately $171.2 million as payment for such shares.

On April 20, 2023, the Company’s Board declared distributions including special distribution of $0.02 per share of $0.1634 per Class S share, $0.1751 per Class D share, and $0.1800 per Class I share which is payable on May 26, 2023 to shareholders of record as of April 28, 2023.

May Subscriptions

The Company received approximately $89.8 million of net proceeds relating to the issuance of Class S shares, Class D shares, and Class I shares for subscriptions effective May 1, 2023.

 

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Report of Independent Registered Public Accounting Firm

To the shareholders and Board of Trustees of Apollo Debt Solutions BDC

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated statements of assets and liabilities, including the consolidated schedule of investments, of Apollo Debt Solutions BDC and subsidiaries (the “Company”) as of March 31, 2023, and the related consolidated statements of operations, changes in net assets, cash flows, and financial highlights for the three-month periods ended March 31, 2023 and 2022, and the related notes (collectively referred to as the “interim financial information”). Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in accordance with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of the Company as of December 31, 2022, the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein), and the financial highlights for the year then ended (not presented herein); and in our report dated March 16, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities, including the consolidated schedule of investments, from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our review in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

New York, New York

May 11, 2023

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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 “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A of and elsewhere in this Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements. The three months ended March 31, 2023 represents the period from January 1, 2023 to March 31, 2023.

These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Apollo Debt Solutions BDC (the “Company,” “we”, “us”, or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

our future operating results;

•

our business prospects and the prospects of the companies in which we may invest;

•

the impact of the investments that we expect to make;

•

our ability to raise sufficient capital to execute our investment strategy;

•

general economic and political trends and other external factors, including the current COVID-19 pandemic and recent supply chain disruptions;

•

the ability of our portfolio companies to achieve their objectives;

•

our current and expected financing arrangements and investments;

•

changes in the general interest rate environment;

•

the adequacy of our cash resources, financing sources and working capital;

•

the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with Apollo Credit Management, LLC (the “Adviser”) or any of its affiliates

•

the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•

our use of financial leverage;

•

the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;

•

the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

•

our ability to qualify for and maintain our qualification as a regulated investment company and as a business development company (“BDC”);

•

the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•

the effect of changes to tax legislation and our tax position; and

•

the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the “1934 Act”).

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Overview

We are a newly organized, externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. Formed as a Delaware statutory trust on December 4, 2020, we are externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the SEC. We also have elected to be treated, and intend to qualify annually thereafter, as a RIC under the Code.

Under our Investment Advisory Agreement, we have agreed to pay the Adviser a management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including, but not limited to, our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs.

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We invest primarily in private credit opportunities in directly originated assets, including loans and other debt securities, made to or issued by large private U.S. borrowers, with a strong emphasis on senior secured lending. While most of our investments will be in private U.S. companies (subject to compliance with BDC regulatory requirement to invest at least 70% of its assets in private U.S. companies), we also expect to invest from time to time in European and other non-U.S. companies. Our portfolio may also include equity interests such as common stock, preferred stock, warrants or options, which generally would be obtained as part of providing a broader financing solution. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (net assets plus borrowings for investment purposes) in debt instruments of varying maturities.

Most of the debt instruments we invest in are unrated or rated below investment grade, which is often an indication of size, credit worthiness and speculative nature relative to the capacity of the borrower to pay interest and principal. Generally, if our unrated investments were rated, they would be rated below investment grade. These securities, which are often referred to as “junk” or “high yield”, have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.

Investments

We focus primarily on loans and securities, including syndicated loans, of private U.S. companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

We generate revenues in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amounts.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, is provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that performs duties for us; and (iii) any internal audit group personnel of AGM or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

With respect to costs incurred in connection with our organization and offering and all other costs incurred prior to the time we break escrow for the offering, the Adviser has agreed to advance all such costs on our behalf. Unless the Adviser elects to cover such expenses pursuant to the Expense Support and Conditional Reimbursement Agreement we entered into with the Adviser, we will be obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for our offering of common shares. See “—Expense Support and Conditional Reimbursement Agreement.” Any reimbursements that may be made by us in the future will not exceed actual expenses incurred by the Adviser and its affiliates.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders.

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Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support Agreement with the Adviser. For additional information see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions”.

Recent Developments

See “Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 10. Subsequent Events” for a summary of recent developments.

LIBOR Developments

On July 27, 2017, the U.K Financial Conduct Authority (“FCA”) announced that it would phase out LIBOR as a benchmark by the end of 2021. As of December 31, 2021, all non-U.S. dollar LIBOR publications have been phased out. The phase out of a majority of the U.S. dollar publications is delayed until June 30, 2023. The Alternative Reference Rates Committee (“ARRC”) of the Federal Reserve Bank of New York previously confirm that this constitutes a “benchmark transition event” and established “benchmark replacement dates” in ARRC standard LIBOR transition provisions that exist in many U.S. law contracts using LIBOR.

The publication of all EUR and CHF LIBOR settings, the Spot Next/Overnight, 1 week, 2 month and 12 month JPY and GBP LIBOR settings, and the 1 week and 2 months USD LIBOR settings has ceased. The publication of the overnight, 1 month, 3 month, 6 month, and 12 months USD LIBOR settings will cease after June 30, 2023. The FCA plans to consult the market on creating “synthetic” 1 month, 3 month and 6 month rates for GBP and JPY LIBOR, to be published for a limited time.

The New York State legislation was signed into law to aid “tough legacy” LIBOR contracts. Other legislative solutions are being pursued at the Federal level, in the U.K. and in Europe. The U.S. Federal banking agencies have also issued guidance encouraging banking and global organizations to cease reference to USD LIBOR as soon as practicable and, in any event, by December 31, 2021. The E.U. Benchmarks Regulation imposed conditions under which only compliant benchmarks may be used in new contracts after 2021.

The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. However, the COVID-19 pandemic may adversely impact the timing of many firms’ transition planning, and we continue to assess the potential impact of the COVID-19 pandemic on our transition plans. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, it is not possible at this time to predict the effect of any such changes, any establishment of alternative reference rates, whether the COVID-19 pandemic will have further effect on LIBOR transition timelines or plans, or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere.

The discontinuation of LIBOR could have a significant impact on our business. We anticipate significant operational challenges for the transition away from LIBOR, including, but not limited to, amending existing loan agreements with borrowers on investments that may have not been modified with fallback language and adding effective fallback language to new agreements in the event that LIBOR is discontinued before maturity.

Beyond these challenges, we anticipate there may be additional risks to our current processes and information systems that we will need to identify and evaluate. Due to the uncertainty of the replacement for LIBOR, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value of any LIBOR-linked securities, loans and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations.

77

Portfolio and Investment Activity

Our portfolio and investment activity during the three months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended March 31,
(in thousands)*	2023		2022
Investments made in portfolio companies	$	619,409	$	3,039,594
Investments sold		(507,673)		(397,712)
Net activity before repaid investments	$	111,736	$	2,641,882
Investments repaid		(228,360)		(10,233)
Net investment activity	$	(116,624)	$	2,631,649
Portfolio companies at beginning of period		128		—
Number of new portfolio companies		13		104
Number of exited portfolio companies		(8)		(18)
Portfolio companies at end of period		133		86
Number of investments made in existing portfolio companies		4		—

* Totals may not foot due to rounding.

Our portfolio composition and weighted average yields as of March 31, 2023 and December 31, 2022 were as follows:

	March 31, 2023	December 31, 2022
Portfolio composition, at fair value:
First lien secured debt	98.0%	99.0%
Second lien secured debt	1.0%	0.0%
Unsecured debt and other	1.0%	1.0%
Weighted average yields, at amortized cost (1):
First lien secured debt (2)	10.8%	10.0%
Second lien secured debt (2)	10.0%	—
Unsecured debt and other (2)	11.2%	11.1%
Total portfolio (3)	10.8%	10.1%
Interest rate type, at fair value:
Fixed rate amount	$0.1 billion	$0.1 billion
Floating rate amount	$4.2 billion	$4.2 billion
Fixed rate, as percentage of total	2.0%	1.5%
Floating rate, as percentage of total	98.0%	98.5%
Interest rate type, at amortized cost:
Fixed rate amount	$0.1 billion	$0.1 billion
Floating rate amount	$4.2 billion	$4.3 billion
Fixed rate, as percentage of total	2.0%	2.1%
Floating rate, as percentage of total	98.0%	97.9%
Weighted average spread over reference rate of all floating rate investments	5.6%	5.5%

(1)

An investor’s yield may be lower than the portfolio yield due to sales loads and other expenses.

(2)

Exclusive of investments on non-accrual status. As of March 31, 2023 there were no investments on non-accrual status.

(3)

Inclusive of all income generating investments, non-income generating investments and investments on non-accrual status. As of March 31, 2023 there were no investments on non-accrual status.

Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•

assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

•

periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•

comparisons to other companies in the portfolio company’s industry; and

•

review of monthly or quarterly financial statements and financial projections for portfolio companies.

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As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:

Investment Rating	Description
1	Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;
2	Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2;
3	Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;
4	Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and
5	Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

The following table shows the composition of our portfolio on the 1 to 5 rating scale as of March 31, 2023 and December 31, 2022:

	March 31, 2023				December 31, 2022
Investment Ranking	Fair Value		Percentage		Fair Value		Percentage
(in thousands)
1	$	8,833		0.2%	$	8,536		0.2%
2		4,132,460		97.2%		4,220,721		98.0%
3		111,643		2.6%		79,635		1.8%
4		—		0.0%		—		0.0%
5		—		0.0%		—		0.0%
Total	$	4,252,936		100.0%	$	4,308,892		100.0%

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, gains and losses. Changes in the economic environment, financial markets, credit worthiness of portfolio companies and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our critical accounting policies are further described in the notes to the consolidated financial statements.

Investments

Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Consolidated Statements of Assets and Liabilities.

Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Fair Value Measurements

The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may differ materially from the values that would be received upon an actual disposition of such investments.

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Investment Valuation Process

The Board of Trustees has designated the Adviser as its "valuation designee" pursuant to Rule 2a-5 under the 1940 Act, and in that role the Adviser is responsible for performing fair value determinations relating to all of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Company's Board of Trustees. Even though the Company's Board of Trustees designated the Company's Adviser as "valuation designee," the Company's Board of Trustees continues to be responsible for overseeing the processes for determining fair valuation.

In calculating the value of our total assets, we value investments for which market quotations are readily available at such market quotations if they are deemed to represent fair value. Debt and equity securities that are not publicly traded or whose market price is not readily available or whose market quotations are not deemed to represent fair value are valued at fair value as determined in good faith by or under the direction of the Adviser. Market quotations may be deemed not to represent fair value in certain circumstances where the Adviser reasonably believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security. Examples of these events could include cases in which material events are announced after the close of the market on which a security is primarily traded, when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a “fire sale” by a distressed seller.

If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. The Adviser engages multiple independent valuation firms based on a review of each firm’s expertise and relevant experience in valuing certain securities. In each case, our independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such Level 3 categorized assets.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Adviser undertakes a multi-step valuation process each quarter, as described below:

(1)

Independent valuation firms engaged conduct independent appraisals and assessments for all the investments they have been engaged to review. If an independent valuation firm is not engaged during a particular quarter, the valuation may be conducted by the Adviser;

(2)

At least each quarter, the valuation will be reassessed and updated by the Adviser or an independent valuation firm to reflect company specific events and latest market data;

(3)

Preliminary valuation conclusions are then documented and discussed with senior management of our Adviser;

(4)

The Adviser discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of the applicable independent valuation firm; and

(5)

For Level 3 investments entered into within the current quarter, the cost (purchase price adjusted for accreted original issue discount/amortized premium) or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.

Investments are valued utilizing a market approach, an income approach, or both approaches, 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. During the three months ended March 31, 2023, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

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Investment Income Recognition

Interest Income

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

PIK Income

The Company may have loans in its portfolio that contain PIK provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Company’s Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.

Dividend Income

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Fee Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Non-Accrual Income

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

Expenses

Expenses include management fees, performance-based incentive fees, interest expense, insurance expenses, administrative service fees, legal fees, trustees’ fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.

Fee Waivers

The Adviser agreed to waive the management fee and incentive fee based on income through July 7, 2022. Commencing on July 7, 2022, the Adviser is entitled to management fees and performance-based incentive fees as described in“Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions”

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Expense Support

The Company entered into an expense support and conditional reimbursement agreement with the Adviser. The Adviser may elect to pay certain expenses provided that no portion of the payment will be used to pay any interest or distributions and/or shareholder servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

Net Realized Gains (Losses) and Net Change in Unrealized Gains (Losses)

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 gains or losses previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized gain (loss) reflects the net change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gains or losses. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

Income Taxes

We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders at least 90% of its investment company taxable income as defined by the Code, for each year. The Company (among other requirements) has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from corporate-level income taxes. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through December 31, 2022 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ending December 31, 2023. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividend and distributions and other permanent book and tax difference are reclassified to paid-in capital.

If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the calendar year earned, we will generally be required to pay excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated undistributed taxable income.

If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. Distribution would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements are met. Subject to certain limitation under the Code, corporate distributions would be eligible for the dividend-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our stockholders our accumulated earnings and profits attributable to non RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.

We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the consolidated financial statements. As of March 31, 2023, there were no uncertain tax positions and no amounts accrued for interest or penalties. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal.

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Results of Operations

Operating results for the three months ended March 31, 2023 and 2022 were as follows (dollar amounts in millions):

	Three Months Ended March 31,
	2023		2022
Total investment income	$	118.4	$	20.3
Net expenses		59.1		4.4
Net investment income		59.3		15.9
Net realized gain (loss)		(2.1)		0.2
Net unrealized appreciation (depreciation)		52.5		(13.1)
Net increase (decrease) in net assets resulting from operations	$	109.7	$	3.0

* Totals may not foot due to rounding.

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

Investment income, for the three months ended March 31, 2023 and 2022 were as follows (dollar amounts in millions):

	Three Months Ended March 31,
	2023		2022
Investment Income
Interest income	$	116.8	$	19.3
Dividend income		—		0.0
PIK interest income		0.9		0.9
Other income		0.7		0.1
Total investment income	$	118.4	$	20.3

* Totals may not foot due to rounding.

For the three months ended March 31, 2023, total investment income increased to $118.4 million from $20.3 million for the same period in the prior year primarily driven by our deployment of capital, rising interest rates, and the increased balance of our investments. The size of our investment portfolio at fair value increased to $4.3 billion at March 31, 2023 from $2.6 billion at March 31, 2022. Additionally, our weighted average yield on debt and income producing investments (at fair market value) increased to 11.2% from 5.3% in the same period in the prior year.

For the three months ended March 31, 2023 and 2022 payment-in-kind income represented 0.8% and 4.4% of total investment income, respectively.

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Expenses

Expenses for the three months ended March 31, 2023 and 2022 were as follows (dollar amounts in millions):

	Three Months Ended March 31,
	2023		2022
Management fees	$	7.1	$	2.3
Performance-based incentive fees		8.6		1.4
Interest and other debt expenses		38.2		3.5
Organization costs		—		0.9
Offering costs		0.0		0.5
Trustees' fees		0.1		0.1
Shareholder servicing fees		0.6		0.0
Administrative service expenses		0.7		0.6
Other general and administrative expenses		2.4		1.4
Total expenses	$	57.6	$	10.8
Management and performance-based incentive fees waived		—		(3.7)
Expense support		—		(2.7)
Expense support reimbursement		1.5		—
Net Expenses	$	59.1	$	4.4

* Totals may not foot due to rounding.

For the three months ended March 31, 2023, net expenses were $59.1 million, primarily attributable to interest and other debt expenses.

Interest and other debt expenses

For the three months ended March 31, 2023, interest and other debt expenses increased to $38.2 million from $3.5 million for the same period in the prior year, primarily driven by increased borrowings under our existing and new credit facilities and unsecured notes. The average principal debt outstanding increased to $2.0 billion for the three months ended March 31, 2023 from $0.3 million for the same period in the prior year, and total annualized cost of debt increased to 7.58% for the three months ended March 31, 2023 from 4.59% for the same period in the prior year.

Management fees

For the three months ended March 31, 2023, gross management fees increased to $7.1 million from $2.3 million for the same period in the prior year, primarily due to an increase in average net assets. Our average net assets increased to $2.2 billion at March 31, 2023 from $1.0 billion for the three months ended March 31, 2022. Management fees are payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. The Adviser had waived management fees through July 7, 2022, which resulted in a waiver of $2.3 million for the three months ended March 31, 2022.

Incentive fees

For the three months ended March 31, 2023, incentive fees increased to $8.6 million from $1.4 million for the same period in the prior year primarily due to our deployment of capital and increase in net investment income. The Adviser had waived incentive fees through July 7, 2022, which resulted in a waiver of $1.4 million for the three months ended March 31, 2022.

Expense support

For the three months ended March 31, 2023, the Company did not receive expense support from the Adviser, and repaid the Adviser $1.4 million for expenses previously paid by the Adviser on behalf of the Company. For the three months ended March 31, 2022, the Company received $4.4 million in expense support from the Adviser and did not make any repayments. All expense support received and not yet repaid may be subject to reimbursement from the Company in the future.

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Net Realized Gain (Loss)

Net realized gains (losses) for the three months ended March 31, 2023 and 2022 were comprised of the following (dollar amounts in millions):

	Three Months Ended March 31,
	2023		2022
Non-controlled/non-affiliated investments	$	(2.2)	$	(0.3)
Foreign currency transactions		(0.3)		0.5
Foreign currency forward contracts		0.4		—
Net realized gains (losses)	$	(2.1)	$	0.2

* Totals may not foot due to rounding.

For the three months ended March 31, 2023, we recognized gross realized gains on investments of $16.0 million, and gross realized losses on investments of $18.2 million, resulting in net realized losses on investments of $2.2 million, primarily from full or partial sales of our liquid debt investments.

For the three months ended March 31, 2022, we recognized gross realized gains on investments of $3.1 million and gross realized losses on investments of $3.4 million, resulting in net realized losses on investments of $0.3 million in our first quarter of operations.

Net Unrealized Gain (Loss)

Net unrealized gains (losses) for the three months ended March 31, 2023 and 2022 were comprised of the following (dollar amounts in millions):

	Three Months Ended March 31,
	2023		2022
Non-controlled/non-affiliated investments	$	58.4	$	(13.3)
Foreign currency forward contracts		(0.7)		(0.1)
Foreign currency translations		(5.3)		0.3
Net unrealized gains (losses)	$	52.5	$	(13.1)

* Totals may not foot due to rounding.

For three months ended March 31, 2023, we recognized gross unrealized gains on investments of $67.1 million and gross unrealized losses on investments of $8.7 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized gains of $58.4 million on investments year-to-date. The capital appreciation noted in the portfolio was primarily driven by strong financial results of portfolio companies and reduced recessionary risks.

For three months ended March 31, 2022, we recognized gross unrealized gains on investments of $5.0 million and gross unrealized losses on investments of $18.3 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $13.3 million on investments in our first quarter of operations. The capital depreciation noted on the investment portfolio was primarily driven by volatility driven by inflationary concerns and the Russia/Ukraine conflict.

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Interest Rate Swaps

The Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities, and has designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies” for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See our schedule of investments for additional disclosure regarding these derivative instruments. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt and Foreign Currency Transactions and Translations” for additional disclosure regarding the carrying value of our debt.

Liquidity and Capital Resources

The Company’s liquidity and capital resources are generated and generally available through our continuous offering of common shares and debt offerings, our Senior Secured Facility (as defined in Note 6 of the consolidated financial statements), investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and repayments of senior and subordinated loans and income earned from investments.

As of March 31, 2023, we had three asset based leverage facilities, four unsecured debt issuances and one revolving credit facility outstanding. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities, including debt securitizations and unsecured debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions, and may be denominated in currencies other than the U.S. Dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%.

We believe that our current cash and cash equivalents on hand, our short-term investments, our available borrowing capacity under our Senior Secured Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations in the near term.

Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents (See Note 2 to the consolidated financial statements.) At the end of each fiscal quarter, we consider taking proactive steps utilizing cash equivalents with the objective of enhancing our investment flexibility during the following quarter, pursuant to Section 55 of the 1940 Act. More specifically, we may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically close out that position on the following business day, settling the sale transaction on a net cash basis with the purchase, subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our Senior Secured Facility, as we deem appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined.

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Debt

See Note 6 to the consolidated financial statements for information on the Company’s debt.

The following table shows the contractual maturities of our debt obligations as of March 31, 2023:

		Payments Due by Period*
(in millions)		Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
Senior Secured Facility (1)	$	561	$	—	$	—	$	561	$	—
SPV Financing Facilities		1,252		—		—		1,252		—
Unsecured Notes		200		—		100		100		—
Total Debt Obligations	$	2,013	$	—	$	100	$	1,913	$	—

* Totals may not foot due to rounding.

(1)

As of March 31, 2023, aggregate lender commitments under the Senior Secured Facility totaled $1,523.9 million of unused capacity.

Net Assets

See Note 7 to the consolidated financial statements for information on the Company’s common shares and related capital activities.

Distributions

The following table summarizes our distributions declared and payable for the three months ended March 31, 2023 (dollar amounts in thousands, except per share amounts):

			Class S Distributions				Class D Distributions				Class I Distributions
Declaration Date	Record Date	Payment Date	Per Share		Amount*		Per Share		Amount*		Per Share		Amount*
January 20, 2023	January 31, 2023	February 24, 2023	$	0.1433	$	1,630	$	0.1551	$	18	$	0.1600	$	13,421
February 17, 2023	February 28, 2023	March 29, 2023		0.1446		1,703		0.1555		18		0.1600		13,675
February 17, 2023	February 28, 2023	March 29, 2023		0.0200		235		0.0200		2		0.0200		1,709	(1)
March 24, 2023	March 31, 2023	April 26, 2023		0.1428		1,803		0.1550		20		0.1600		14,193
March 24, 2023	March 31, 2023	April 26, 2023		0.0200		252		0.0200		3		0.0200		1,774	(1)
			$	0.4707	$	5,623	$	0.5056	$	61	$	0.5200	$	44,772

* Totals may not foot due to rounding.

(1)

Represents a special distribution.

The following table presents distributions that were declared during the three months ended March 31, 2022:

			Class S Distributions				Class I Distributions
Declaration Date	Record Date	Payment Date	Per Share		Amount*		Per Share		Amount*
January 31, 2022	January 31, 2022	March 7, 2022	$	—	$	—	$	0.1045	$	2,744
February 28, 2022	February 28, 2022	April 1, 2022		0.1245		22		0.1408		6,096
March 29, 2022	March 29, 2022	April 29, 2022		0.1229		225		0.1408		7,472
			$	0.2474	$	247	$	0.3861	$	16,313

* Totals may not foot due to rounding.

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

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Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the three months ended March 31, 2023:

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.4707	$	5,623	$	0.5056	$	61	$	0.5200	$	44,772
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	0.4707	$	5,623	$	0.5056	$	61	$	0.5200	$	44,772

The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the three months ended March 31, 2022:

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.2474	$	247	$	—	$	—	$	0.3861	$	16,313
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	0.2474	$	247	$	—	$	—	$	0.3861	$	16,313

To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. 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 investments.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our Senior Secured Facility and SPV Financing Facilities may limit our ability to declare distributions if we default under certain provisions or fail to satisfy certain other conditions. If we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual PIK, 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 not be able to meet the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC. With respect to the distributions to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders.

Share Repurchase Program

At the discretion of our Board of Trustees, the Company has commenced a share repurchase program in which it has the ability to repurchase the Company’s common shares outstanding as of the close of the previous calendar quarter. The Board of Trustees may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board of Trustees suspend the share repurchase program, the Board of Trustees will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (the "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

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The following table presents information with respect to the Company’s purchases of its common stock during the three months ended March 31, 2023 (dollar amounts in thousands, except per share amounts):

Repurchase Deadline Request	Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)	Price Paid Per Share	Repurchase Pricing Date	Amount Repurchased (all classes) (3)	Maximum number of shares that may yet be purchased under the repurchase plan (2)
March 15, 2023	5,512,759	5.94%	$23.82	March 31, 2023	$131,284	—

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

(2) All repurchase requests were satisfied in full

(3) Amounts shown net of Early Repurchase Deduction

There were no share repurchases during the three months ended March 31, 2022.

Equity

On July 22, 2021, an affiliate of the Adviser purchased 2,000 shares of the Company’s common shares of beneficial interest at $25.00 per share.

As of January 7, 2022, the Company had satisfied the minimum offering requirement, and the Company’s Board of Trustees had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 26,258,912 shares (consisting entirely of Class I shares; no Class S or Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $657 million to the Company as payment for such shares. Apollo and its employees, including the Company’s executive officers, owned approximately $3 million of shares as of January 7, 2022.

Contractual Obligations

We have entered into the Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. We have also entered into an Expense Support Agreement with the Adviser to provide us with support with respect to certain expenses and subject to reimbursement. Payments for investment advisory services under the Advisory Agreements, reimbursements under the Administration Agreement and support and reimbursements under the Expense Support Agreement are described in “Item 8. Consolidated Financial Statements and Supplementary Data —Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.”

We intend to establish one or more credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over LIBOR or an alternative reference rate. We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations.

Off-Balance Sheet Arrangements

The Adviser has agreed to bear all expenses incurred prior to us breaking escrow for the offering, including our organization and offering expenses, through the date on which we break escrow for the initial offering of its common shares. We will be obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering. The total organization and offering costs incurred through March 31, 2023 were $2.9 million.

We entered into a warehousing transaction (the “Warehousing Transaction”) whereby we agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. The warehousing transaction, i.e. the Facility Agreement, was designed to assist us in deploying capital upon receipt of subscriptions, and related primarily to originated or anchor investments in middle market loans. For additional information see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 8. Commitments and Contingencies.”

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At March 31, 2023, management is not aware of any pending or threatened litigation.

Related-Party Transactions

We entered into a number of business relationships with affiliated or related parties, including the following:

•

Investment Advisory Agreement;

•

Administration Agreement

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•

Intermediary Manager Agreement; and

•

Expense Support and Conditional Reimbursement Agreement.

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.”

Recent Developments

See “Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 10. Subsequent Events” for a summary of recent developments.

Critical Accounting Policies

The preparation of the consolidated financial statements requires us 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. Our critical accounting policies should be read in connection with our risk factors described in “Item 1A. Risk Factors”. See “Item 8. Consolidated Financial Statements and Supplementary Data —Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies.”

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. Uncertainty with respect to the economic effects of rising interest rates in response to inflation, the war in Russia and Ukraine and the ongoing COVID-19 pandemic introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below. For additional information concerning potential impact on our business and our operating results, see Part II - Other information, Item 1A. Risk Factors.

Investment valuation risk

Because there is not a readily available market value for most of the investments in our portfolio, we value most of our portfolio investments at fair value as determined in good faith by our Board of Trustees based on, among other things, the input of our management and audit committee and independent valuation firms that have been engaged at the direction of our Board of Trustees to assist in the valuation of each portfolio investment without a readily available market quotation (with certain de minimis exceptions). Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” and “—Fair Value Measurements” as well as Notes 2 and 4 to our consolidated financial statements for the three months ended March 31, 2023, for more information relating to our investment valuation.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we 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.

As of March 31, 2023, 98% of our debt portfolio investments bore interest at variable rates, which generally are SOFR based (or based on an equivalent applicable currency rate) and typically have durations of one to six months after which they reset to current market interest rates, and many of which are subject to certain floors. Our Senior Secured Facility and SPV Financing Facilities bear interest at SOFR rates with no interest rate floor. Our Unsecured Notes, which bear interest at fixed rates, are hedged by entering into fixed to floating interest rate swaps, in order to align the interest rates of our liabilities in our investment portfolio. As of March 31, 2023, all non-U.S. dollar LIBOR publications have been phased out. The phase out of a majority of the U.S. dollar publications is delayed until June 30, 2023. Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities, or the cost of our borrowings. Please see “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies". Uncertainty relating to the LIBOR calculation process may adversely affect the value of our portfolio of the LIBOR-indexed, floating-rate debt securities in our portfolio or the cost of our borrowings.

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

The following table shows the estimated annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for variable rate instruments) to our loan portfolio and outstanding debt as of March 31, 2023, assuming no changes in our investment and borrowing structure:

Basis Point Change	Net Investment Income		Net Investment Income Per Share
(in millions)
Up 200 basis points	$	43.5	$	0.453
Up 150 basis points		32.6		0.340
Up 100 basis points		21.7		0.226
Up 50 basis points		10.9		0.113
Down 50 basis points		(10.9)		(0.113)
Down 100 basis points		(21.7)		(0.226)

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We may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2023 (the end 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) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge are any material legal proceedings threatened against us. From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we do not expect that the resolution of these matters if they arise would materially affect our business, financial condition or results of operations, resolution will be subject to various uncertainties and could result in the expenditure of significant financial and managerial resources.

Item 1A. Risk Factors

In addition to the other information set forth in this report and as provided below, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

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

Unregistered Sales of Equity Securities

Refer to our Current Reports on Form 8-K filed with SEC on January 20, 2023, February 17, 2023, and March 24, 2023 for information about unregistered sales of our equity securities during the quarter.

Share Repurchases

We have commenced a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. Our Board of Trustees may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in our best interest and the best interest of our shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV.

The following table presents information with respect to the Company’s purchases of its common stock during the three months ended March 31, 2023 (dollar amounts in thousands, except per share amounts):

Repurchase Deadline Request	Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)	Price Paid Per Share	Repurchase Pricing Date	Amount Repurchased (all classes) (3)	Maximum number of shares that may yet be purchased under the repurchase plan (2)
March 15, 2023	5,512,759	5.94%	$23.82	March 31, 2023	$131,284	—

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

(2) All repurchase requests were satisfied in full

(3) Amounts shown net of Early Repurchase Deduction

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description of Exhibits
3.1	Declaration of Trust of the Registrant (1)
3.2	First Amended and Restated Declaration of Trust of the Registrant (2)
3.3	Second Amended and Restated Declaration of Trust of the Registrant (3)
3.4	Amended and Restated Agreement and Declaration of Trust of the Registrant (4)
3.5	Amended and Restated Agreement and Declaration of Trust of the Registrant (5)
3.6	Second Amended and Restated Agreement and Declaration of Trust of the Registrant (6)
3.7	Third Amended and Restarted Declaration of Trust of the Registrant (8)
3.8	Second Amended and Restated Bylaws of the Registrant (7)
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	Inline XBRL Instance Document*
101.SCH	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)*
*	Filed Herewith

_________________________________

(1)

Incorporated by reference to Exhibit (a)(1) to the Company’s Registration Statement on Form N-2 (File No. 333-258155), filed on July 23, 2021.

(2)

Incorporated by reference to Exhibit (a)(2) to the Company’s Registration Statement on Form N-2 (File No. 333-258155), filed on July 23, 2021.

(3)

Incorporated by reference to Exhibit (a)(3) to the Company’s Registration Statement on Form N-2 (File No. 333-258155), filed on July 23, 2021.

(4)

Incorporated by reference to Exhibit (a)(4) to the Company’s Registration Statement on Form N-2 (File No. 333-258155), filed on July 23, 2021.

(5)

Incorporated by reference to Exhibit (a)(5) to the Company’s Registration Statement on Form N-2 (File No. 333-258155), filed on October 26, 2021.

(6)

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 814-01424), filed on December 21, 2021.

(7)

Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 814-01424), filed on April 20, 2023.

(8)

Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on April 20, 2023.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be

signed on its behalf by the undersigned thereunto duly authorized.

Signature	Title	Date
/s/ Earl Hunt Earl Hunt	Chairperson, Chief Executive Officer and Trustee	May 11, 2023
/s/ Amit Joshi Amit Joshi	Chief Financial Officer	May 11, 2023

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