Apollo Debt Solutions BDC 10-Q 2024 Q2 Quarterly report

0001837532Interest Rate Swap Company Receives 6.90% Company Pays S+270 Maturity Date 4/13/2029 Two2024-01-012024-06-300001837532Software New Relic Crewline Buyer, Inc.2023-12-31

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 June 30, 2024

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 August 8, 2024, 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 August 8, 2024 was 62,387,273 Class S common shares, 595,070 Class D common shares and 229,666,543 Class I common shares. Common shares outstanding exclude August 1, 2024 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 June 30, 2024 (Unaudited) and December 31, 2023	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (Unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2024 and 2023 (Unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)	6
	Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)	7
	Consolidated Schedule of Investments as of December 31, 2023	49
	Notes to Consolidated Financial Statements (Unaudited)	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	114
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	130
Item 4.	Controls and Procedures	131
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	132
Item 1A.	Risk Factors	132
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	133
Item 3.	Defaults Upon Senior Securities	134
Item 4.	Mine Safety Disclosures	134
Item 5.	Other Information	134
Item 6.	Exhibits	135
	Signatures	136

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)
	June 30, 2024		December 31, 2023
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliated investments (cost — $10,995,734 and $6,683,052 at June 30, 2024 and December 31, 2023, respectively)	$	11,033,070	$	6,719,588
Cash and cash equivalents		918,125		258,594
Foreign currencies (cost — $41,634 and $12,528 at June 30, 2024 and December 31, 2023, respectively)		41,673		12,581
Receivable for investments sold		131,691		102,861
Interest receivable		92,485		55,472
Unrealized appreciation on foreign currency forward contracts		11,216		—
Other assets		11,949		4,771
Total assets	$	12,240,209	$	7,153,867
Liabilities
Debt (net of deferred financing costs and unamortized original issue discount of $33,304 and $27,534 at June 30, 2024 and December 31, 2023, respectively)	$	4,634,550	$	2,639,099
Payable for investments purchased		533,260		245,242
Payable for share repurchases (Note 7)		40,110		43,291
Distributions payable		54,505		33,228
Interest payable		64,608		36,621
Management and performance-based incentive fees payable		31,898		19,073
Accrued administrative services expense payable		374		384
Unrealized depreciation on foreign currency forward contracts		—		3,681
Other liabilities and accrued expenses		7,177		9,552
Total liabilities	$	5,366,482	$	3,030,171
Commitments and contingencies (Note 8)
Total Net Assets	$	6,873,727	$	4,123,696
Net Assets
Common shares, $0.01 par value (276,090,298 and 167,451,987 shares issued and outstanding, respectively)	$	2,761	$	1,675
Capital in excess of par value		6,570,680		4,075,968
Accumulated distributed earnings (losses)		300,286		46,053
Total Net Assets	$	6,873,727	$	4,123,696
Net Asset Value Per Share
Class S Shares:
Net assets	$	1,474,403	$	851,296
Common shares outstanding ($0.01 par value, unlimited shares authorized)		59,220,929		34,568,776
Net asset value per share	$	24.90	$	24.63
Class D Shares:
Net assets	$	13,892	$	7,346
Common shares outstanding ($0.01 par value, unlimited shares authorized)		557,980		298,321
Net asset value per share	$	24.90	$	24.63
Class I Shares:
Net assets	$	5,385,432	$	3,265,054
Common shares outstanding ($0.01 par value, unlimited shares authorized)		216,311,389		132,584,890
Net asset value per share	$	24.90	$	24.63

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Investment Income
Non-controlled/non-affiliated investments:
Interest income	$	267,447	$	125,083	$	482,774	$	241,855
Payment-in-kind interest income		3,847		2,830		9,052		3,745
Dividend income		1,903		—		2,384		—
Other income		8,522		2,288		12,203		3,013
Total Investment Income	$	281,719	$	130,201	$	506,413	$	248,613
Operating Expenses
Management fees	$	19,774	$	8,035	$	35,111	$	15,150
Performance-based incentive fees		23,753		10,026		43,628		18,588
Interest and other debt expenses		69,423		37,485		124,459		75,686
Offering costs		225		—		225		38
Trustees' fees		121		110		241		218
Shareholder servicing fees		2,910		772		5,112		1,362
Administrative service expenses		1,025		663		2,050		1,318
Other general and administrative expenses		3,184		2,249		5,893		4,613
Total expenses		120,415		59,340		216,719		116,973
Expense support reimbursement		—		1,478		—		2,939
Net Expenses	$	120,415	$	60,818	$	216,719	$	119,912
Net Investment Income	$	161,304	$	69,383	$	289,694	$	128,701
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses):
Non-controlled/non-affiliated investments	$	10,361	$	(2,448)	$	11,527	$	(4,629)
Foreign currency transactions		300		(253)		(20,727)		(519)
Foreign currency forward contracts		2,238		(575)		(4,127)		(222)
Net realized gains (losses)		12,899		(3,276)		(13,327)		(5,370)
Net change in unrealized gains (losses)
Non-controlled/non-affiliated investments		(16,853)		35,247		799		93,664
Derivatives		1,430		—		1,430		—
Foreign currency forward contracts		304		416		14,897		(282)
Foreign currency translations		4,209		(4,386)		35,571		(9,649)
Net unrealized gains (losses)		(10,910)		31,277		52,697		83,733
Net Realized and Change in Unrealized Gains (Losses)	$	1,989	$	28,001	$	39,370	$	78,363
Net Increase (Decrease) in Net Assets Resulting from Operations	$	163,293	$	97,384	$	329,064	$	207,064

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operations
Net investment income	$	161,304	$	69,383	$	289,694	$	128,701
Net realized gains (losses)		12,899		(3,276)		(13,327)		(5,370)
Net change in unrealized gains (losses)		(10,910)		31,277		52,697		83,733
Net Increase (Decrease) in Net Assets Resulting from Operations	$	163,293	$	97,384	$	329,064	$	207,064
Distributions to Stockholders
Class S	$	(30,336)	$	(7,438)	$	(53,504)	$	(13,062)
Class D		(321)		(75)		(594)		(136)
Class I		(119,997)		(49,988)		(214,498)		(94,760)
Net Decrease in Net Assets Resulting from Distributions to Stockholders	$	(150,654)	$	(57,501)	$	(268,596)	$	(107,958)
Capital Share Transactions
Class S:
Proceeds from shares sold	$	314,722	$	94,305	$	606,143	$	133,724
Repurchase of common shares, net of early repurchase deduction		(11,389)		(1,622)		(24,854)		(2,443)
Distributions reinvested		16,691		3,758		28,949		6,707
Class D:
Proceeds from shares sold		937		252		6,700		760
Repurchase of common shares, net of early repurchase deduction		—		—		—		—
Distributions reinvested		155		9		251		16
Class I:
Proceeds from shares sold		1,190,594		278,711		2,133,005		420,012
Repurchase of common shares, net of early repurchase deduction		(28,660)		(86,160)		(141,357)		(216,621)
Distributions reinvested		44,162		21,448		80,726		39,602
Net Increase (Decrease) from Capital Share Transactions	$	1,527,212	$	310,701	$	2,689,563	$	381,757
Net Assets
Total increase (decrease) in net assets during the period		1,539,851		350,584		2,750,031		480,863
Net Assets, beginning of period		5,333,876		2,285,212		4,123,696		2,154,933
Net Assets at End of Period	$	6,873,727	$	2,635,796	$	6,873,727	$	2,635,796

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)
	Six Months Ended June 30,
	2024		2023
Operating Activities
Net increase (decrease) in net assets resulting from operations	$	329,064	$	207,064
Net realized (gain) loss on investments		(11,527)		4,629
Net change in unrealized (gains) losses on investments		(799)		(93,664)
Net change in unrealized (gains) losses on derivatives		(1,430)		—
Net unrealized (appreciation) depreciation on foreign currency forward contracts		(14,897)		282
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies		(35,571)		9,649
Payment-in-kind interest capitalized		(9,858)		(3,517)
Net accretion of discount and amortization of premium		(14,147)		(6,738)
Amortization of deferred financing costs		4,022		2,718
Amortization of offering costs		225		38
Purchases of investments		(5,545,473)		(1,426,147)
Proceeds from sale of investments and principal repayments		1,268,234		1,065,351
Changes in operating assets and liabilities:
Interest receivable		(37,013)		(2,121)
Receivable for investments sold		(28,830)		9,979
Other assets		(7,178)		6,653
Payable for investments purchased		288,017		20,307
Management and performance-based incentive fees payable		12,825		2,342
Accrued administrative services expense payable		(10)		(1,534)
Interest payable		27,987		11,571
Other liabilities and accrued expenses		(945)		(6,594)
Net Cash Used in/Provided by Operating Activities	$	(3,777,304)	$	(199,732)
Financing Activities
Issuances of debt	$	3,326,898	$	936,769
Payments of debt		(1,294,056)		(947,074)
Financing costs paid and deferred		(5,776)		(1,149)
Proceeds from issuance of common shares		2,745,848		554,495
Repurchased shares, net of early repurchase deduction paid		(169,391)		(172,138)
Distributions paid		(137,382)		(56,603)
Offering costs paid and deferred		(225)		(38)
Net Cash Used in/Provided by Financing Activities	$	4,465,916	$	314,262
Cash, Cash Equivalents and Foreign Currencies
Net increase (decrease) in cash and cash equivalents and foreign currencies during the period	$	688,612	$	114,530
Effect of foreign exchange rate changes on cash and cash equivalents		11		(18)
Cash, cash equivalents and foreign currencies at beginning of period		271,175		51,658
Cash, Cash Equivalents and Foreign Currencies at the End of Period	$	959,798	$	166,170
Supplemental Disclosure and Non-Cash Information
Cash interest paid	$	92,450	$	84,539
Distributions payable	$	54,505	$	19,996
Reinvestment of distributions during the period	$	109,926	$	46,325
PIK income	$	9,052	$	3,745

See notes to consolidated financial statements

6

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Aerospace & Defense
Kaman
Ovation Parent Inc	First Lien Secured Debt - Term Loan	S+350, 0.75% Floor	4/21/2031	$	10,000	$	9,975	$	10,063	(15)
MRO Holdings
MRO Holdings, Inc.	First Lien Secured Debt - Term Loan	S+500, 0.50% Floor	12/18/2028		65,494		64,541		65,245	(4)(15)
	First Lien Secured Debt - Term Loan	S+526, 0.50% Floor	12/18/2028		24,836		24,546		24,742	(4)(15)
							89,087		89,987
		Total Aerospace & Defense				$	99,062	$	100,050
Asset Backed Securities
Roaring Fork III-B
Roaring Fork III-B, LLC	First Lien Secured Debt - Term Loan	S+540, 0.00% Floor	7/16/2026	$	1,153	$	1,153	$	1,153	(4)(8)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+540, 0.00% Floor	7/16/2026		18,074		17,981		18,074	(4)(8)(9)(15)
		Total Asset Backed Securities				$	19,134	$	19,227
Automobile Components
Caliber
Wand Newco 3, Inc.	First Lien Secured Debt - Term Loan	S+375, 0.00% Floor	1/30/2031	$	35,000	$	34,916	$	35,272	(14)
Clarience Technologies
Truck-Lite Co., LLC	First Lien Secured Debt - Term Loan	S+575, 0.75% Floor	2/13/2031		147,630		144,432		145,356	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+575, 0.75% Floor	2/13/2031		—		(341)		(246)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+575, 0.75% Floor	2/13/2030		533		195		285	(4)(11)(14)(27)
							144,286		145,395
Crash Champions
Champions Financing Inc	First Lien Secured Debt - Term Loan	S+475, 0.00% Floor	2/23/2029		19,000		18,818		19,103	(15)
Mavis Tire Express Services
Mavis Tire Express Services TopCo, L.P.	First Lien Secured Debt - Term Loan	S+375, 0.75% Floor	5/4/2028		31,364		31,317		31,473	(14)
		Total Automobile Components				$	229,337	$	231,243
Banks
G&A
G&A Partners Holding Company II, LLC	First Lien Secured Debt - Term Loan	S+550, 0.75% Floor	3/1/2031	$	16,197	$	15,884	$	15,873	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+550, 0.75% Floor	3/1/2031		634		570		493	(4)(9)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	3/1/2030		—		(33)		(35)	(4)(5)(9)(11)(27)
							16,421		16,331

See notes to consolidated financial statements

7

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Public Trust Advisors
Pinnacle Purchaser, LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	12/28/2029		4,509		4,424		4,418	(4)(9)(16)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	12/29/2029		109		101		100	(4)(9)(11)(16)(27)
							4,525		4,518
		Total Banks				$	20,946	$	20,849
Biotechnology
Azurity Pharmaceuticals
Azurity Pharmaceuticals, Inc.	First Lien Secured Debt - Term Loan	S+673, 0.75% Floor	9/20/2027	$	58,638	$	57,446	$	58,436	(14)
		Total Biotechnology				$	57,446	$	58,436
Building Products
American Bath
CP Atlas Buyer, Inc.	First Lien Secured Debt - Term Loan	S+375, 0.50% Floor	11/23/2027	$	9,975	$	9,938	$	9,754	(15)
Chamberlain Group
Chariot Buyer LLC	First Lien Secured Debt - Term Loan	S+350, 0.50% Floor	11/3/2028		49,875		49,636		50,078	(14)
Kodiak
Kodiak BP, LLC	First Lien Secured Debt - Term Loan	S+375, 0.00% Floor	3/12/2028		9,975		9,928		10,044	(14)(15)
Reliable Doors
Reliable Doors, LLC	First Lien Secured Debt - Term Loan	S+625, 1.00% Floor	10/4/2028		6,265		6,154		6,265	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+625, 1.00% Floor	10/4/2028		2,123		2,077		2,123	(4)(9)(11)(14)(27)
	First Lien Secured Debt - Revolver	S+625, 1.00% Floor	10/4/2028		114		104		114	(4)(9)(11)(14)(27)
							8,335		8,502
RF Fager
R.F. Fager Company, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	3/4/2030		3,117		3,050		3,047	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	3/4/2030		—		(11)		(12)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	3/4/2030		156		138		138	(4)(9)(11)(15)(27)
							3,177		3,173
US LBM
LBM Acquisition, LLC	First Lien Secured Debt - Term Loan	S+385, 0.75% Floor	12/17/2027		24,231		24,012		24,221	(14)
Visual Comfort
VC GB Holdings I Corp	First Lien Secured Debt - Term Loan	S+326, 0.50% Floor	7/21/2028		13,934		13,860		13,912	(15)
		Total Building Products				$	118,886	$	119,684

See notes to consolidated financial statements

8

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Capital Markets
Arrowhead Engineered Products
Arrowhead Holdco Company	First Lien Secured Debt - Term Loan	S+265 Cash (includes 2.75% PIK)	8/31/2028	$	9,994	$	9,994	$	9,395	(4)(15)
Edelman Financial Services
The Edelman Financial Center, LLC	First Lien Secured Debt - Term Loan	S+325, 0.00% Floor	4/7/2028		42,657		42,679		42,768	(14)
True Potential
Kane Bidco Limited	First Lien Secured Debt - Corporate Bond	SONIA+625, 0.00% Floor	2/15/2028	£	69,000		86,296		87,204	(3)(4)(8)(9)(17)
	First Lien Secured Debt - Corporate Bond	6.50%	2/15/2027	£	2,000		2,355		2,479	(3)(8)(9)
	First Lien Secured Debt - Corporate Bond	5.00%	2/15/2027	€	1,000		1,082		1,063	(3)(8)(9)
							89,733		90,746
		Total Capital Markets				$	142,406	$	142,909
Chemicals
AOC
LSF11 A5 HoldCo LLC	First Lien Secured Debt - Term Loan	S+350, 0.50% Floor	10/15/2028	$	47,655	$	47,655	$	47,624	(14)
Heubach
Heubach Holdings USA LLC	First Lien Secured Debt - Term Loan	15.61%	4/30/2024		1,657		1,476		389	(4)(8)(15)(24)
SK Neptune Husky Group Sarl	First Lien Secured Debt - Term Loan	12.44%	1/3/2029		9,588		9,548		—	(4)(8)(14)(24)
							11,024		389
RMC
RMC Topco LLC	Common Equity - Equity Unit	N/A	N/A		100 Shares		100		114	(4)(9)
Rochester Midland Corporation	First Lien Secured Debt - Term Loan	S+625, 1.00% Floor	8/1/2029		4,938		4,828		4,925	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+600, 1.00% Floor	8/1/2029		3,919		3,772		3,886	(4)(9)(11)(14)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	8/1/2029		—		(42)		(5)	(4)(5)(9)(11)(27)
							8,658		8,920
Solenis
Olympus Water US Holding Corporation	First Lien Secured Debt - Term Loan	S+350, 0.50% Floor	6/20/2031		24,008		24,016		24,082	(14)(15)
Vita Global
Vita Global FinCo Limited	First Lien Secured Debt - Term Loan	SONIA+700, 0.00% Floor	7/6/2027	£	16,807		22,778		20,715	(3)(4)(8)(17)
		Total Chemicals				$	114,131	$	101,730

See notes to consolidated financial statements

9

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Commercial Services & Supplies
Allied Universal
Allied Universal Holdco LLC	First Lien Secured Debt - Term Loan	S+385, 0.50% Floor	5/12/2028	$	41,733	$	41,554	$	41,620	(14)
Avenu Insights
ACP Avenu Buyer, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	10/2/2029		6,219		6,063		6,125	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	10/2/2029		1,096		1,050		1,056	(4)(9)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	10/2/2029		131		105		115	(4)(9)(11)(15)(27)
							7,218		7,296
BDO USA
BDO USA, P.A.	First Lien Secured Debt - Term Loan	S+600, 2.00% Floor	8/31/2028		195,260		191,872		193,386	(4)(9)(14)
Beeline
IQN Holding Corp.	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	5/2/2029		64,447		63,987		64,445	(4)(15)
	First Lien Secured Debt - Revolver	S+525, 0.75% Floor	5/2/2028		599		566		599	(4)(11)(15)(27)
							64,553		65,044
Eiffel
Equipe Holdings 3 B.V.	First Lien Secured Debt - Term Loan	E+700, 0.00% Floor	12/18/2029	€	15,000		15,694		15,582	(3)(4)(8)(9)(19)
Ensemble Health
Ensemble RCM, LLC	First Lien Secured Debt - Term Loan	S+300, 0.00% Floor	8/1/2029		29,626		29,499		29,578	(15)
Fortis Fire
Fortis Fire & Safety Holdings LP	Common Equity - Equity Unit	N/A	N/A		9 Shares		90		108	(4)(9)
Fortis Fire & Safety Inc.	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	7/21/2029		886		867		884	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+600, 1.00% Floor	7/21/2029		149		110		140	(4)(9)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	7/21/2029		268		258		267	(4)(9)(11)(15)(27)
							1,325		1,399
GardaWorld
Garda World Security Corporation	First Lien Secured Debt - Term Loan	S+425, 0.00% Floor	2/1/2029		18,817		18,773		18,958	(8)(15)
Heritage Environmental Services
Heritage Environmental Services, Inc.	First Lien Secured Debt - Term Loan	S+550, 0.75% Floor	1/31/2031		88,425		87,153		88,204	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+550, 4.50% Floor	1/31/2030		—		(170)		(30)	(4)(5)(9)(11)(27)
							86,983		88,174
HKA
Mount Olympus Bidco Limited	First Lien Secured Debt - Term Loan	S+575, 0.50% Floor	8/9/2029		13,705		13,395		13,363	(4)(8)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+575, 0.50% Floor	8/9/2029		4,760		4,737		4,641	(4)(8)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+650, 0.50% Floor	8/9/2029		568		535		518	(4)(8)(9)(11)(15)(27)
							18,667		18,522

See notes to consolidated financial statements

10

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Ironclad
Ironhorse Purchaser, LLC	First Lien Secured Debt - Term Loan	S+676, 1.00% Floor	9/30/2027		3,052		2,998		2,991	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+676, 1.00% Floor	9/30/2027		—		(25)		(29)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+676, 1.00% Floor	9/30/2027		169		161		159	(4)(9)(11)(14)(27)
							3,134		3,121
LABL
LABL, Inc.	First Lien Secured Debt - Term Loan	S+510, 0.50% Floor	10/29/2028		35,409		34,681		35,022	(14)
Liberty Tire Recycling
LTR Intermediate Holdings, Inc.	First Lien Secured Debt - Term Loan	S+461, 1.00% Floor	5/5/2028		3,516		3,472		3,465	(14)
Profile Products
Profile Products LLC	First Lien Secured Debt - Term Loan	S+560, 0.75% Floor	11/12/2027		4,888		4,888		4,888	(4)(15)
QA Group
Ichnaea UK Bidco Limited	First Lien Secured Debt - Term Loan	SONIA+600, 0.00% Floor	10/5/2029	£	31,000		36,607		38,893	(3)(4)(8)(9)(17)
R.R. Donnelley
R. R. Donnelley & Sons Company	First Lien Secured Debt - Term Loan	S+510, 0.75% Floor	3/27/2026		139,781		137,926		139,781	(4)(9)(14)
Resource Innovations
North Haven RI Buyer, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	3/29/2030		11,970		11,738		11,731	(4)(9)(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	3/29/2030		1,397		1,354		1,337	(4)(9)(10)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	3/29/2030		400		352		350	(4)(9)(10)(11)(15)(27)
							13,444		13,418
SafetyCo
HEF Safety Ultimate Holdings, LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	11/19/2029		10,592		10,348		10,385	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+575, 1.00% Floor	11/19/2029		—		(33)		(57)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	11/17/2029		387		354		359	(4)(9)(11)(15)(27)
							10,669		10,687
SAVATREE
CI (Quercus) Intermediate Holdings, LLC	First Lien Secured Debt - Term Loan	S+515, 0.75% Floor	6/6/2031		17,365		17,177		17,018	(4)(15)
	First Lien Secured Debt - Revolver	P+515, 0.75% Floor	6/6/2031		557		520		511	(4)(11)(15)(23)(27)
							17,697		17,529
Smith System
Smith Topco, Inc.	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	11/6/2029		13,242		12,968		13,242	(4)(9)(16)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	11/6/2029		—		(34)		—	(4)(9)(11)(27)
							12,934		13,242
SumUp
IssuerSumUp Holdings Luxembourg S.a.r.l.	First Lien Secured Debt - Delayed Draw	E+650, 1.50% Floor	4/25/2031	€	40,000		42,858		42,303	(3)(4)(8)(10)(11)(20)(27)

See notes to consolidated financial statements

11

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Tranzonic
TZ Buyer LLC	First Lien Secured Debt - Term Loan	S+610, 0.75% Floor	8/14/2028		30,099		29,212		29,497	(4)(9)(14)
	First Lien Secured Debt - Term Loan	S+635, 0.75% Floor	8/14/2028		7,443		7,304		7,294	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+610, 0.75% Floor	8/14/2028		49,725		48,799		48,731	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+625, 0.75% Floor	8/12/2028		2,779		2,707		2,687	(4)(9)(11)(14)(27)
	First Lien Secured Debt - Delayed Draw	S+585, 0.75% Floor	8/14/2028		1,746		1,697		1,711	(4)(9)(14)
	First Lien Secured Debt - Revolver	S+635, 0.75% Floor	8/14/2028		—		(11)		(12)	(4)(5)(9)(11)(27)
TZ Parent LLC	Common Equity - Equity Unit	N/A	N/A		50 Shares		50		92	(4)(9)
							89,758		90,000
United Site Services
PECF USS Intermediate Holding III Corporation	First Lien Secured Debt - Term Loan	S+451, 0.50% Floor	12/15/2028		37,121		32,802		24,850	(15)
USA DeBusk
USA DeBusk LLC	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	4/30/2031		13,282		13,086		13,083	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 0.75% Floor	4/30/2031		—		(36)		(37)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+525, 0.75% Floor	4/30/2030		360		334		333	(4)(11)(14)(15)(27)
							13,384		13,379
		Total Commercial Services & Supplies				$	930,393	$	930,137
Communications Equipment
MCA
Mobile Communications America, Inc.	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	10/16/2029	$	8,382	$	8,190	$	8,361	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+600, 1.00% Floor	10/16/2029		136		105		129	(4)(9)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	10/16/2029		—		(30)		(3)	(4)(5)(9)(11)(27)
							8,265		8,487
Mitel Networks
MLN US Holdco LLC	First Lien Secured Debt - Term Loan	S+644, 1.00% Floor	10/18/2027		6,395		6,222		5,835	(4)(8)(15)
	Second Lien Secured Debt - Term Loan	S+670, 1.00% Floor	10/18/2027		38,156		39,329		20,795	(4)(8)(15)
							45,551		26,630
		Total Communications Equipment				$	53,816	$	35,117

See notes to consolidated financial statements

12

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Construction & Engineering
Pave America
Pave America Interco, LLC	First Lien Secured Debt - Term Loan	S+690, 1.00% Floor	2/7/2028	$	30,307	$	29,585	$	29,397	(4)(9)(15)
	First Lien Secured Debt - Term Loan	S+675, 1.00% Floor	2/7/2028		6,791		6,588		6,587	(4)(9)(14)(15)
	First Lien Secured Debt - Delayed Draw	S+690, 1.00% Floor	2/7/2028		3,390		3,313		3,288	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+690, 1.00% Floor	2/7/2028		2,136		2,055		2,034	(4)(9)(11)(15)(27)
							41,541		41,306
Trench Plate Rental Co.
Trench Plate Rental Co.	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	12/3/2026		44,545		44,119		43,766	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+560, 1.00% Floor	12/3/2026		3,295		3,258		3,216	(4)(9)(11)(15)(27)
Trench Safety Solutions Holdings, LLC	Common Equity - Equity Unit	N/A	N/A		331 Shares		50		34	(4)(9)
							47,427		47,016
		Total Construction & Engineering				$	88,968	$	88,322
Construction Materials
Volunteer Materials
Volunteer AcquisitionCo, LLC	First Lien Secured Debt - Term Loan	S+650, 1.00% Floor	9/1/2029	$	4,777	$	4,668	$	4,658	(4)(9)(16)
	First Lien Secured Debt - Delayed Draw	S+650, 1.00% Floor	9/1/2029		—		(4)		(9)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+650, 1.00% Floor	9/1/2029		—		(16)		(19)	(4)(5)(9)(11)(27)
		Total Construction Materials				$	4,648	$	4,630
Consumer Finance
American Express GBT
GBT Group Services B.V.	First Lien Secured Debt - Term Loan	S+535, 1.00% Floor	12/16/2026	$	31,000	$	31,042	$	31,787	(8)(15)
LendingTree
LendingTree, Inc.	First Lien Secured Debt - Term Loan	S+575, 1.50% Floor	3/27/2031		57,366		55,968		56,649	(4)(8)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+575, 1.50% Floor	3/27/2031		—		(341)		(294)	(4)(5)(8)(9)(11)(27)
							55,627		56,355
		Total Consumer Finance				$	86,669	$	88,142
Consumer Staples Distribution & Retail
ASDA
Bellis Acquisition Company PLC	First Lien Secured Debt - Term Loan	SONIA+603, 0.00% Floor	10/26/2029	£	97,403	$	114,423	$	123,128	(3)(4)(8)(9)(17)
	First Lien Secured Debt - Term Loan	E+400, 0.00% Floor	5/14/2031	€	5,000		5,236		5,319	(3)(8)(9)(19)
							119,659		128,447

See notes to consolidated financial statements

13

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Elida Beauty
PHOENIX YW BUYER, INC.	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	5/31/2030		13,295		12,999		12,996	(4)(15)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	5/31/2030		—		(38)		(38)	(4)(5)(11)(27)
							12,961		12,958
Patriot Pickle
Patriot Foods Buyer, Inc.	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	12/24/2029		6,551		6,428		6,485	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+600, 1.00% Floor	12/22/2029		—		(23)		(25)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	12/22/2029		112		95		102	(4)(9)(11)(15)(27)
							6,500		6,562
Protein for Pets
Protein For Pets Opco, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	9/20/2030		45,283		44,405		44,604	(4)(9)(14)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	9/20/2030		—		(90)		(71)	(4)(5)(9)(11)(27)
							44,315		44,533
Rise and Brill
Ultimate Baked Goods Midco LLC	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	8/13/2027		10,368		10,317		10,165	(4)(9)(14)
	First Lien Secured Debt - Term Loan	S+635, 1.00% Floor	8/13/2027		8,174		8,004		8,175	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+560, 1.00% Floor	8/13/2027		32,262		32,060		31,630	(4)(9)(14)
	First Lien Secured Debt - Revolver	S+660, 1.00% Floor	8/13/2027		191		162		190	(4)(9)(11)(14)(27)
							50,543		50,160
		Total Consumer Staples Distribution & Retail				$	233,978	$	242,660
Containers & Packaging
Berlin Packaging
Berlin Packaging L.L.C.	First Lien Secured Debt - Term Loan	S+375, 0.00% Floor	6/7/2031	$	17,000	$	17,001	$	17,058	(14)(15)
BOX Partners
Bp Purchaser LLC	First Lien Secured Debt - Term Loan	S+576, 0.75% Floor	12/11/2028		7,331		7,331		7,331	(4)(15)
Tekni-Plex
Trident TPI Holdings, Inc.	First Lien Secured Debt - Term Loan	S+400, 0.50% Floor	9/15/2028		38,382		38,321		38,486	(15)
		Total Containers & Packaging				$	62,653	$	62,875
Distributors
PureStar
AMCP Clean Acqusition Company, LLC	First Lien Secured Debt - Term Loan	S+500, 0.50% Floor	6/15/2028	$	94,763	$	93,427	$	94,644	(9)(15)
		Total Distributors				$	93,427	$	94,644

See notes to consolidated financial statements

14

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Diversified Consumer Services
2U
2U, Inc.	First Lien Secured Debt - Term Loan	S+650, 0.75% Floor	12/28/2026	$	14,945	$	14,429	$	13,838	(8)(15)
Accelerate Learning
Eagle Purchaser, Inc.	First Lien Secured Debt - Term Loan	S+675, 1.00% Floor	3/22/2030		20,270		19,741		20,067	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+675, 1.00% Floor	3/22/2030		2,827		2,758		2,772	(4)(9)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	3/22/2029		3,947		3,851		3,868	(4)(9)(15)(27)
							26,350		26,707
Adevinta
Aurelia Netherlands Midco 2 B.V.	First Lien Secured Debt - Term Loan	E+575, 0.00% Floor	5/29/2031	€	99,299		105,663		104,218	(3)(4)(8)(10)(20)
Excelligence
Excelligence Learning Corporation	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	1/18/2030		85,225		83,614		83,520	(4)(9)(15)
	First Lien Secured Debt - Revolver	P+575, 1.00% Floor	1/18/2030		1,671		1,419		1,400	(4)(9)(11)(23)(27)
							85,033		84,920
Greencross
Vermont Aus Pty Ltd	First Lien Secured Debt - Term Loan	S+580, 0.75% Floor	3/23/2028		111,355		109,409		111,355	(4)(8)(9)(15)
	First Lien Secured Debt - Term Loan	S+575, 0.75% Floor	3/23/2028	A$	9,775		7,122		6,521	(3)(4)(8)(9)(15)
							116,531		117,876
Houghton Mifflin
Houghton Mifflin Harcourt Company	First Lien Secured Debt - Term Loan	S+535, 0.50% Floor	4/9/2029		42,592		40,956		40,640	(15)
SERVPRO
One Silver Serve, LLC	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	12/18/2028		21,209		21,014		20,996	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+610, 1.00% Floor	12/18/2028		11,533		11,377		11,341	(4)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+610, 1.00% Floor	12/18/2028		2,408		2,365		2,360	(4)(11)(15)(27)
							34,756		34,697
		Total Diversified Consumer Services				$	423,718	$	422,896
Electric Utilities
Congruex
Congruex Group LLC	First Lien Secured Debt - Term Loan	S+590, 0.75% Floor	5/3/2029	$	29,400	$	28,836	$	27,342	(4)(9)(15)
GridTek
BGIF IV Fearless Utility Services, Inc.	First Lien Secured Debt - Term Loan	S+500, 0.50% Floor	6/7/2031		135,396		134,051		134,042	(4)(14)
	First Lien Secured Debt - Delayed Draw	S+500, 0.50% Floor	6/7/2031		—		(243)		(245)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+500, 0.50% Floor	6/7/2030		—		(233)		(235)	(4)(5)(11)(27)
							133,575		133,562
Westinghouse
Brookfield WEC Holdings Inc.	First Lien Secured Debt - Term Loan	S+275, 0.00% Floor	1/27/2031		5,000		5,006		5,010	(14)
		Total Electric Utilities				$	167,417	$	165,914

See notes to consolidated financial statements

15

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Electrical Equipment
Antylia Scientific
CPI Buyer, LLC	First Lien Secured Debt - Term Loan	S+576, 0.75% Floor	11/1/2028	$	30,906	$	30,906	$	30,597	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+576, 0.75% Floor	11/1/2028		3,090		3,086		3,059	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+550, 0.75% Floor	11/1/2028		351		350		335	(4)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+576, 0.75% Floor	10/30/2026		—		—		(33)	(4)(5)(11)(27)
							34,342		33,958
International Wire Group
IW Buyer LLC	First Lien Secured Debt - Term Loan	S+685, 1.00% Floor	6/28/2029		15,154		14,756		15,079	(4)(9)(14)
	First Lien Secured Debt - Revolver	S+685, 1.00% Floor	6/28/2029		—		(79)		(16)	(4)(5)(9)(11)(27)
							14,677		15,063
Trescal
Ruler Bidco S.A R.L.	First Lien Secured Debt - Term Loan	E+550, 0.00% Floor	4/29/2030	€	28,282		30,279		29,834	(3)(4)(8)(9)(19)
	First Lien Secured Debt - Term Loan	S+550, 0.50% Floor	4/29/2030		11,498		11,194		11,412	(4)(8)(9)(15)
	First Lien Secured Debt - Delayed Draw	E+650, 0.00% Floor	4/29/2030	€	8,880		9,536		9,330	(3)(4)(8)(9)(11)(19)(27)
							51,009		50,576
		Total Electrical Equipment				$	100,028	$	99,597
Energy Equipment & Services
Camin Cargo
Camin Cargo Control Holdings, Inc.	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	12/7/2029	$	31,381	$	30,723	$	30,747	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+600, 1.00% Floor	12/7/2029		—		(48)		(96)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	P+600, 1.00% Floor	12/7/2029		1,293		1,196		1,198	(4)(9)(11)(14)(23)(27)
		Total Energy Equipment & Services				$	31,871	$	31,849
Entertainment
Chernin Entertainment
Jewel Purchaser, Inc.	First Lien Secured Debt - Term Loan	S+560, 0.50% Floor	7/1/2027	$	89,328	$	87,586	$	89,328	(4)(9)(15)
		Total Entertainment				$	87,586	$	89,328
Financial Services
Acuity
Trident Bidco Limited	First Lien Secured Debt - Term Loan	S+525, 0.00% Floor	6/7/2029	$	112,053	$	110,550	$	112,053	(4)(8)(9)(13)
	First Lien Secured Debt - Delayed Draw	S+525, 0.00% Floor	6/7/2029		19,566		19,454		19,566	(4)(8)(9)(13)
							130,004		131,619

See notes to consolidated financial statements

16

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Alter Domus
Chrysaor Bidco Sarl	First Lien Secured Debt - Term Loan	S+350, 0.50% Floor	5/14/2031		6,052		6,052		6,086	(8)(14)
	First Lien Secured Debt - Delayed Draw	S+350, 0.50% Floor	5/14/2031		—		—		—	(8)(27)
							6,052		6,086
Ascensus
Mercury Borrower, Inc.	First Lien Secured Debt - Term Loan	S+361, 0.50% Floor	8/2/2028		41,780		41,498		41,864	(14)(15)
AssetMark
GTCR Everest Borrower, LLC	First Lien Secured Debt - Term Loan	S+300, 0.00% Floor	6/3/2031		8,000		7,980		8,015	(8)(14)
Evelyn
Violin Finco Guernsey Limited	First Lien Secured Debt - Term Loan	SONIA+550, 0.00% Floor	6/24/2031	£	79,678		100,071		99,714	(3)(4)(8)(10)(17)
	First Lien Secured Debt - Delayed Draw	SONIA+550, 0.00% Floor	6/24/2031	£	—		(10)		(67)	(3)(4)(5)(8)(10)(11)(27)
							100,061		99,647
Nexity
Evoriel	First Lien Secured Debt - Term Loan	E+525, 0.00% Floor	4/2/2031	€	43,574		46,013		45,732	(3)(4)(8)(10)(20)
	First Lien Secured Debt - Delayed Draw	E+525, 0.00% Floor	4/2/2031	€	498		292		53	(3)(4)(8)(10)(11)(20)(27)
							46,305		45,785
Paymentsense
Hurricane Cleanco Limited	First Lien Secured Debt - Term Loan	12.50% (includes 6.25% PIK)	10/31/2029	£	48,484		57,138		59,757	(3)(4)(8)(9)
PIB
Paisley Bidco Limited	First Lien Secured Debt - Term Loan	SONIA+525, 0.00% Floor	5/7/2031	£	83,858		104,129		105,210	(3)(4)(8)(10)(17)
	First Lien Secured Debt - Term Loan	E+525, 0.00% Floor	5/7/2031	€	28,797		30,749		30,609	(3)(4)(8)(10)(20)
	First Lien Secured Debt - Delayed Draw	SONIA+525, 0.00% Floor	5/31/2031	£	—		(52)		(54)	(3)(4)(5)(8)(10)(11)(27)
							134,826		135,765
Stretto
Stretto, Inc.	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	10/13/2028		133,313		130,946		132,646	(4)(9)(14)
Tailwind Fire Flow
Tailwind Fire Flow Investor, LP	Common Equity - Membership Interest	N/A	N/A		100 Shares		101		101	(4)(8)
VEPF VII
VEPF VII Holdings, L.P.	First Lien Secured Debt - Term Loan	S+450, 0.00% Floor	2/28/2028		19,776		19,707		19,776	(4)(8)(15)
		Total Financial Services				$	674,618	$	681,061
Financing
Singular Bank
Pluto Holdco Limited	First Lien Secured Debt - Term Loan	E+385, 0.00% Floor	11/30/2024	€	12,500	$	13,495	$	13,286	(3)(4)(8)(10)(19)
		Total Financing				$	13,495	$	13,286

See notes to consolidated financial statements

17

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Food Products
Nutpods
Green Grass Foods, Inc.	First Lien Secured Debt - Term Loan	S+650, 1.00% Floor	12/26/2029	$	3,731	$	3,661	$	3,694	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+650, 1.00% Floor	12/26/2029		—		(23)		(12)	(4)(5)(9)(11)(27)
Nutpods Holdings, Inc.	Common Equity - Stock	N/A	N/A		125 Shares		125		141	(4)(9)
		Total Food Products				$	3,763	$	3,823
Ground Transportation
Boasso
Channelside AcquisitionCo, Inc.	First Lien Secured Debt - Term Loan	S+475, 0.75% Floor	6/30/2028	$	40,130	$	39,383	$	40,029	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+475, 0.75% Floor	6/30/2028		—		(28)		(11)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+475, 0.75% Floor	7/1/2026		1,044		1,042		1,034	(4)(9)(11)(15)(27)
							40,397		41,052
First Student
First Student Bidco Inc.	First Lien Secured Debt - Term Loan	S+300, 0.50% Floor	7/21/2028		5,000		5,007		5,008	(15)
Transportation Insight
TI Intermediate Holdings, LLC	First Lien Secured Debt - Delayed Draw	S+460, 1.00% Floor	12/18/2024		7,349		7,349		6,945	(15)
		Total Ground Transportation				$	52,753	$	53,005
Health Care Equipment & Supplies
Catalent
Catalent Pharma Solutions, Inc.	First Lien Secured Debt - Term Loan	S+300, 0.50% Floor	2/22/2028	$	8,977	$	8,918	$	8,994	(8)(14)
CINC Systems
1475 Holdings, LLC	First Lien Secured Debt - Term Loan	S+575, 0.75% Floor	1/18/2030		3,929		3,854		3,857	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+575, 0.75% Floor	1/19/2030		—		(20)		(19)	(4)(5)(9)(11)(27)
							3,834		3,838
Corpuls
Heartbeat BidCo GmbH	First Lien Secured Debt - Term Loan	E+700, 0.50% Floor	6/28/2030	€	20,000		21,436		21,205	(3)(4)(8)(9)(19)
Medline
Medline Borrower LP	First Lien Secured Debt - Term Loan	S+275, 0.50% Floor	10/23/2028		15,048		15,066		15,095	(14)(15)
Resonetics
Resonetics, LLC	First Lien Secured Debt - Term Loan	S+375, 0.75% Floor	6/6/2031		20,000		19,981		20,063	(14)
TerSera Therapeutics
TerSera Therapeutics LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	4/4/2029		16,877		16,528		16,877	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	4/4/2029		—		(27)		—	(4)(9)(11)(27)
							16,501		16,877

See notes to consolidated financial statements

18

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Treace Medical Concepts
Treace Medical Concepts, Inc.	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	4/1/2027		7,292		7,269		7,128	(4)(8)(9)(14)(25)
	First Lien Secured Debt - Delayed Draw	S+610, 1.00% Floor	4/1/2027		—		—		(230)	(4)(5)(8)(9)(11)(25)(27)
	First Lien Secured Debt - Revolver	S+410, 1.00% Floor	4/1/2027		200		200		163	(4)(8)(9)(11)(14)(25)(27)
							7,469		7,061
Zest Dental Solutions
Zest Acquisition Corp.	First Lien Secured Debt - Term Loan	S+550, 0.00% Floor	2/8/2028		11,820		11,366		11,923	(15)
Zeus
Zeus Company LLC	First Lien Secured Debt - Term Loan	S+550, 0.75% Floor	2/28/2031		54,033		53,249		53,898	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+550, 0.75% Floor	2/28/2031		—		(72)		(25)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	2/28/2030		—		(107)		(19)	(4)(5)(9)(11)(27)
							53,070		53,854
		Total Health Care Equipment & Supplies				$	157,641	$	158,910
Health Care Providers & Services
Advarra
Advarra Holdings, Inc.	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	8/24/2029	$	180,673	$	178,149	$	180,673	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+525, 0.75% Floor	8/24/2029		—		(156)		—	(4)(9)(11)(27)
							177,993		180,673
Affordable Care
ACI Group Holdings, Inc.	First Lien Secured Debt - Term Loan	S+560, 0.75% Floor	8/2/2028		4,924		4,924		4,924	(4)(14)
All Star Healthcare
All Star Recruiting Locums, LLC	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	5/1/2030		6,957		6,820		6,817	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+550, 1.00% Floor	5/1/2030		—		(17)		(17)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	5/1/2030		—		(25)		(26)	(4)(5)(11)(27)
							6,778		6,774
Allied Benefit Systems
Allied Benefit Systems Intermediate LLC	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	10/31/2030		78,422		77,326		78,422	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+525, 0.75% Floor	10/31/2030				(98)		—	(4)(9)(11)(27)
							77,228		78,422
Athenahealth
Athenahealth Group Inc.	First Lien Secured Debt - Term Loan	S+325, 0.50% Floor	2/15/2029		54,196		53,453		54,086	(14)
CNSI
Acentra Holdings, LLC	First Lien Secured Debt - Term Loan	S+550, 0.50% Floor	12/17/2029		37,898		36,870		37,424	(4)(9)(15)
	First Lien Secured Debt - Term Loan	S+575, 0.50% Floor	12/17/2028		2,949		2,895		2,927	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+550, 0.50% Floor	12/17/2029		—		(53)		(93)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+525, 0.50% Floor	12/17/2029		987		889		937	(4)(9)(11)(15)(27)
							40,601		41,195

See notes to consolidated financial statements

19

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Concentra Health Services
Concentra Health Services Inc	First Lien Secured Debt - Term Loan	S+225, 0.00% Floor	6/26/2031		7,500		7,491		7,538	(14)
CoreTrust
Coretrust Purchasing Group LLC	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	10/1/2029		37,800		36,957		37,422	(4)(14)
	First Lien Secured Debt - Delayed Draw	S+525, 0.75% Floor	10/1/2029		—		(85)		(79)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+525, 0.75% Floor	10/1/2029		—		(107)		(47)	(4)(5)(11)(27)
							36,765		37,296
Dental Care Alliance
DCA Investment Holding LLC	First Lien Secured Debt - Term Loan	S+641, 0.75% Floor	4/3/2028		2,438		2,438		2,438	(4)(15)
Eating Recovery Center
ERC Topco Holdings, LLC	First Lien Secured Debt - Term Loan	S+326 Cash (includes 3.25% PIK)	11/9/2028		35,020		35,020		21,975	(4)(15)
	First Lien Secured Debt - Term Loan	11.81% PIK	11/10/2028		281		281		177	(4)(15)
	First Lien Secured Debt - Revolver	S+576 Cash (includes 3.25% PIK)	11/10/2027		2,412		2,412		1,378	(4)(11)(15)(23)(27)
							37,713		23,530
ExamWorks
Electron BidCo Inc.	First Lien Secured Debt - Term Loan	S+300, 0.50% Floor	11/1/2028		4,987		4,990		4,992	(14)
Gainwell
Gainwell Acquisition Corp.	First Lien Secured Debt - Term Loan	S+410, 0.75% Floor	10/1/2027		50,318		49,201		48,849	(15)
Gateway Services
Gateway US Holdings, Inc.	First Lien Secured Debt - Term Loan	S+565, 0.75% Floor	9/22/2026		84,982		84,807		84,982	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+565, 0.75% Floor	9/22/2026		6,960		6,893		6,960	(4)(15)
	First Lien Secured Debt - Revolver	S+665, 0.75% Floor	9/22/2026		—		(3)		—	(4)(11)(27)
							91,697		91,942
Legacy.com
Lotus Topco Inc.	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	6/7/2030		11,765		11,590		11,588	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	6/7/2030		—		(44)		(88)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+475, 1.00% Floor	6/7/2030		—		(35)		(35)	(4)(5)(11)(27)
							11,511		11,465
Omega Healthcare
OMH-Healthedge Holdings, Inc.	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	10/8/2029		108,000		105,539		107,460	(4)(9)(16)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	10/8/2029		—		(258)		(59)	(4)(5)(9)(11)(27)
							105,281		107,401

See notes to consolidated financial statements

20

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Parexel
Phoenix Newco, Inc.	First Lien Secured Debt - Term Loan	S+336, 0.50% Floor	11/15/2028		24,885		24,854		24,967	(14)
Practice Plus Group
Practice Plus Group Bidco Limited / Practice Plus Group Holdings Limited	First Lien Secured Debt - Term Loan	SONIA+650, 0.50% Floor	11/27/2029	£	5,000		6,168		6,162	(3)(4)(8)(9)(10)(17)
	First Lien Secured Debt - Term Loan	SONIA+625, 0.50% Floor	11/19/2029	£	10,000		11,627		12,325	(3)(4)(8)(9)(10)(17)
							17,795		18,487
Public Partnerships
PPL Acquisition LLC	First Lien Secured Debt - Term Loan	S+635, 0.75% Floor	7/1/2028		8,500		8,326		8,203	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+635, 0.75% Floor	7/1/2028		—		(13)		(35)	(4)(5)(9)(11)(27)
PPL Equity LP	Preferred Equity - Preferred Stocks	N/A	N/A		50,000 Shares		50		3	(4)(9)
	Preferred Equity - Equity Unit	N/A	N/A		50,000 Shares		50		—	(4)(9)
							8,413		8,171
Smile Brands
Smile Brands Inc.	First Lien Secured Debt - Term Loan	S+811, 0.75% Floor	10/12/2027		7,372		7,372		7,151	(4)(15)
Team Select
TS Investors, LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	5/4/2029		7,707		7,508		7,591	(4)(9)(14)
	First Lien Secured Debt - Term Loan	S+650, 1.00% Floor	5/4/2029		7,647		7,533		7,532	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+560, 1.00% Floor	5/4/2029		442		418		420	(4)(9)(11)(14)(27)
	First Lien Secured Debt - Delayed Draw	S+550, 1.00% Floor	11/4/2025		—		(18)		(35)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+560, 1.00% Floor	5/4/2029		—		(18)		(11)	(4)(5)(9)(11)(27)
							15,423		15,497
Tivity Health
Tivity Health, Inc.	First Lien Secured Debt - Term Loan	S+600, 0.75% Floor	6/28/2029		112,988		111,647		112,423	(4)(9)(14)
US Fertility
US Fertility Enterprises, LLC	First Lien Secured Debt - Term Loan	S+660, 1.00% Floor	12/21/2027		10,872		10,655		10,790	(4)(9)(16)
	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	12/21/2027		620		611		611	(4)(9)(16)
	First Lien Secured Debt - Revolver	S+635, 1.00% Floor	12/21/2027		32		30		31	(4)(9)(11)(16)(27)
							11,296		11,432
		Total Health Care Providers & Services				$	904,864	$	899,653
Health Care Technology
Clario
eResearchTechnology, Inc.	First Lien Secured Debt - Term Loan	S+411, 1.00% Floor	2/4/2027	$	19,871	$	19,406	$	19,992	(14)
Imprivata
Imprivata, Inc.	First Lien Secured Debt - Term Loan	S+350, 0.50% Floor	12/1/2027		7,959		7,987		8,009	(15)
Novotech
Novotech SG Holdings Pte. Ltd./ Novotech Aus Bidco Pty Ltd/Novotech Holdings USA LLC	First Lien Secured Debt - Term Loan	S+525, 0.00% Floor	6/27/2031		42,857		42,322		42,321	(4)(8)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 0.00% Floor	6/27/2031		—		(89)		(89)	(4)(5)(8)(11)(27)
							42,233		42,232

See notes to consolidated financial statements

21

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Press Ganey
Azalea TopCo, Inc.	First Lien Secured Debt - Term Loan	S+350, 0.00% Floor	4/30/2031		20,000		19,858		20,010	(14)
Wellsky
Project Ruby Ultimate Parent Corp.	First Lien Secured Debt - Term Loan	S+361, 0.00% Floor	3/10/2028		41,895		41,700		42,045	(14)
		Total Health Care Technology				$	131,184	$	132,288
Hotels, Restaurants & Leisure
Bally's
Bally's Corp	First Lien Secured Debt - Term Loan	S+325, 0.50% Floor	10/2/2028	$	499	$	481	$	475	(8)(15)
Caesars Entertainment
Caesars Entertainment, Inc.	First Lien Secured Debt - Term Loan	S+275, 0.50% Floor	2/6/2031		33,915		33,834		33,984	(8)(15)
Delivery Hero
Delivery Hero Finco Germany GmbH	First Lien Secured Debt - Term Loan	K+575, 0.00% Floor	8/12/2027	₩	195,000,000		138,436		141,664	(3)(4)(8)(9)(18)
Delivery Hero SE	Unsecured Debt - Convertible Bond	3.25%	2/21/2030	€	100		95		93	(3)(8)(9)
							138,531		141,757
Fertitta Entertainment
Fertitta Entertainment LLC/NV	First Lien Secured Debt - Term Loan	S+375, 0.50% Floor	1/27/2029		4,987		4,999		4,999	(15)
JOA
Joker Holdco 3 S.a r.l.	First Lien Secured Debt - Term Loan	E+600, 0.00% Floor	4/19/2031	€	137,000		143,109		143,786	(3)(4)(8)(10)(19)
PARS
PARS Group LLC	First Lien Secured Debt - Term Loan	S+685, 1.50% Floor	4/3/2028		8,935		8,835		8,823	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+685, 1.50% Floor	4/3/2028		—		—		(12)	(4)(5)(9)(27)
							8,835		8,811
Scientific Games Lottery
Scientific Games Holdings LP	First Lien Secured Debt - Term Loan	S+300, 0.50% Floor	4/4/2029		14,975		14,969		14,962	(14)(15)
Sky Zone
CircusTrix Holdings LLC	First Lien Secured Debt - Term Loan	S+650, 1.00% Floor	7/18/2028		12,486		12,221		12,486	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+650, 1.00% Floor	7/18/2028		1,290		1,260		1,290	(4)(9)(11)(14)(27)
	First Lien Secured Debt - Revolver	S+650, 1.00% Floor	7/18/2028		—		(16)		—	(4)(9)(11)(27)
							13,465		13,776
		Total Hotels, Restaurants & Leisure				$	358,223	$	362,550
Household Durables
Ergotron
Ergotron Acquisition, LLC	First Lien Secured Debt - Term Loan	S+586, 0.75% Floor	7/6/2028	$	9,776	$	9,633	$	9,678	(4)(14)
Ergotron Investments, LLC	Common Equity - Equity Unit	N/A	N/A		500 Shares		50		54	(4)
							9,683		9,732

See notes to consolidated financial statements

22

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
HOV
K Hovnanian Enterprises Inc	First Lien Secured Debt - Revolver	S+450, 3.00% Floor	6/30/2026		—		(3,100)		(3,150)	(4)(5)(8)(9)(11)(27)
	First Lien Secured Debt - Corporate Bond	11.75%	9/30/2029		1,950		1,901		2,165	(8)(9)
	First Lien Secured Debt - Corporate Bond	8.00%	9/30/2028		2,000		1,982		2,018	(8)(9)
							783		1,033
Polywood
Poly-Wood, LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	3/20/2030		122,602		119,936		119,843	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+575, 1.00% Floor	3/20/2030		—		(248)		(259)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	3/20/2030		—		(495)		(519)	(4)(5)(9)(11)(27)
							119,193		119,065
Weber-Stephen Products
Weber-Stephen Products LLC	First Lien Secured Debt - Term Loan	S+325, 0.75% Floor	10/30/2027		4,984		4,648		4,648	(15)
		Total Household Durables				$	134,307	$	134,478
Household Products
Action
Peer Holding III B.V.	First Lien Secured Debt - Term Loan	S+300, 0.00% Floor	6/23/2031	$	15,000	$	15,000	$	15,034	(8)(14)
Advantice Health
Jazz AH Holdco, LLC	First Lien Secured Debt - Term Loan	S+510, 0.75% Floor	4/3/2028		7,074		7,074		6,937	(4)(16)
	First Lien Secured Debt - Delayed Draw	S+510, 0.75% Floor	4/3/2028		119		119		109	(4)(16)(27)
	First Lien Secured Debt - Revolver	S+510, 0.75% Floor	4/3/2028		240		231		225	(4)(11)(16)(27)
							7,424		7,271
Ardagh
Ardagh Group S.A.	First Lien Secured Debt - Term Loan	8.88%	6/13/2029	€	99,000		104,974		104,699	(3)(4)(8)(10)
		Total Household Products				$	127,398	$	127,004
Independent Power & Renewable Electricity Producers
Esdec
Esdec Solar Group B.V.	First Lien Secured Debt - Term Loan	E+600, 0.50% Floor	8/30/2028	€	48,384	$	53,389	$	50,133	(3)(4)(8)(9)(19)
	First Lien Secured Debt - Delayed Draw	E+600, 0.50% Floor	8/30/2028	€	—		(168)		(566)	(3)(4)(5)(8)(9)(11)(27)
		Total Independent Power & Renewable Electricity Producers				$	53,221	$	49,567

See notes to consolidated financial statements

23

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Insurance
Alera Group
Alera Group, Inc.	First Lien Secured Debt - Term Loan	S+660, 0.75% Floor	10/2/2028	$	13,100	$	12,900	$	13,100	(4)(9)(14)
	First Lien Secured Debt - Term Loan	S+535, 0.75% Floor	10/2/2028		12,742		12,506		12,742	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+660, 0.75% Floor	10/2/2028		26,278		25,885		26,278	(4)(9)(14)
	First Lien Secured Debt - Delayed Draw	S+585, 0.75% Floor	10/2/2028		6,454		6,249		6,454	(4)(9)(11)(14)(27)
	First Lien Secured Debt - Delayed Draw	S+535, 0.75% Floor	10/2/2028		3,612		3,542		3,612	(4)(9)(14)
							61,082		62,186
Alliant Holdings
Alliant Holdings Intermediate, LLC	First Lien Secured Debt - Term Loan	S+350, 0.50% Floor	11/6/2030		4,987		5,006		5,005	(14)
Ardonagh
Ardonagh Group Finco Pty Ltd	First Lien Secured Debt - Term Loan	S+375, 0.00% Floor	2/17/2031		25,000		24,875		24,984	(8)(14)
AssuredPartners
AssuredPartners, Inc.	First Lien Secured Debt - Term Loan	S+350, 0.50% Floor	2/14/2031		45,750		45,681		45,921	(14)
Asurion
Asurion, LLC	First Lien Secured Debt - Term Loan	S+336, 0.00% Floor	7/31/2027		27,349		27,191		26,926	(14)
	First Lien Secured Debt - Term Loan	S+411, 0.00% Floor	8/19/2028		9,975		9,887		9,878	(15)
	First Lien Secured Debt - Term Loan	S+336, 0.00% Floor	12/23/2026		9,762		9,703		9,694	(14)(15)
							46,781		46,498
Higginbotham
Higginbotham Insurance Agency, Inc.	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	11/24/2028		19,586		19,586		19,586	(4)(14)
	First Lien Secured Debt - Delayed Draw	S+560, 1.00% Floor	11/24/2028		26,019		25,869		26,019	(4)(14)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	11/24/2028		2,560		2,439		2,330	(4)(11)(14)(27)
							47,894		47,935
Howden Group
Hyperion Refinance Sarl	First Lien Secured Debt - Term Loan	S+350, 0.50% Floor	2/15/2031		39,401		39,211		39,536	(8)(14)
Hub International
Hub International Limited	First Lien Secured Debt - Term Loan	S+325, 0.75% Floor	6/20/2030		4,988		5,005		5,004	(14)
Patriot Growth Insurance Services
Patriot Growth Insurance Services, LLC	First Lien Secured Debt - Term Loan	S+565, 0.75% Floor	10/16/2028		31,979		31,979		31,979	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+575, 0.75% Floor	10/16/2028		1,835		1,782		1,835	(4)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+565, 0.75% Floor	10/16/2028		—		—		—	(4)(11)(27)
							33,761		33,814

See notes to consolidated financial statements

24

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Risk Strategies
Accession Risk Management Group, Inc.	First Lien Secured Debt - Term Loan	S+565, 0.75% Floor	11/1/2029		47,288		47,160		47,288	(4)(15)
	First Lien Secured Debt - Term Loan	S+600, 0.75% Floor	11/1/2029		5,332		5,315		5,332	(4)(14)
	First Lien Secured Debt - Delayed Draw	S+600, 0.75% Floor	11/1/2029		640		622		640	(4)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+565, 0.75% Floor	11/1/2029		—		(3)		—	(4)(11)(27)
							53,094		53,260
Safe-Guard
SG Acquisition, Inc.	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	4/3/2030		104,302		102,823		103,259	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	4/3/2030		—		(67)		(69)	(4)(5)(9)(11)(27)
							102,756		103,190
Sedgwick
Sedgwick Claims Management Services, Inc.	First Lien Secured Debt - Term Loan	S+375, 0.00% Floor	2/24/2028		9,975		9,950		9,998	(8)(15)
Truist
Truist Insurance Holdings, LLC	First Lien Secured Debt - Term Loan	S+325, 0.00% Floor	5/6/2031		25,000		24,966		25,085	(15)
	First Lien Secured Debt - Revolver	S+350, 0.00% Floor	3/22/2029		2,116		1,573		1,557	(4)(11)(15)(27)
							26,539		26,642
		Total Insurance				$	501,635	$	503,973
IT Services
Anaplan
Anaplan, Inc.	First Lien Secured Debt - Term Loan	S+575, 0.75% Floor	6/21/2029	$	159,692	$	157,267	$	159,692	(4)(10)(15)
	First Lien Secured Debt - Revolver	S+575, 0.75% Floor	6/21/2028		—		(121)		—	(4)(10)(11)(27)
							157,146		159,692
Astek
Financiere Astek	First Lien Secured Debt - Term Loan	E+650, 0.00% Floor	4/25/2031	€	50,293		52,503		52,380	(3)(4)(8)(10)(19)
	First Lien Secured Debt - Delayed Draw	E+650, 0.00% Floor	4/25/2031	€	5,049		5,041		4,791	(3)(4)(8)(10)(11)(19)(27)
							57,544		57,171
Genesys Cloud
Greeneden U.S. Holdings II, LLC	First Lien Secured Debt - Term Loan	S+361, 0.75% Floor	12/1/2027		11,126		11,144		11,192	(14)
	First Lien Secured Debt - Term Loan	S+386, 0.75% Floor	12/1/2027		7,731		7,713		7,793	(14)(15)
							18,857		18,985
Peraton
Peraton Corp.	First Lien Secured Debt - Term Loan	S+385, 0.75% Floor	2/1/2028		40,482		40,525		40,535	(14)
Vensure
Vensure Employer Services, Inc.	First Lien Secured Debt - Delayed Draw	S+525, 0.75% Floor	3/26/2027		27,011		26,728		27,011	(4)(11)(15)(27)

See notes to consolidated financial statements

25

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Version 1
Investment Company 24 Bidco Limited	First Lien Secured Debt - Term Loan	SONIA+515, 0.00% Floor	7/11/2029	£	6,559		7,650		8,208	(3)(4)(8)(9)(17)
	First Lien Secured Debt - Term Loan	E+515, 0.00% Floor	7/11/2029	€	4,029		3,971		4,272	(3)(4)(8)(9)(19)
	First Lien Secured Debt - Delayed Draw	E+575, 0.00% Floor	7/11/2029	€	1,377		1,345		1,460	(3)(4)(8)(9)(20)
	First Lien Secured Debt - Delayed Draw	E+625, 0.00% Floor	7/11/2029	€	872		857		869	(3)(4)(8)(9)(11)(20)(27)
							13,823		14,809
Virtusa
Virtusa Corporation	First Lien Secured Debt - Term Loan	S+325, 0.75% Floor	2/15/2029		12,844		12,859		12,895	(14)(15)
		Total IT Services				$	327,482	$	331,098
Leisure Products
Amer Sports
Amer Sports Company	First Lien Secured Debt - Term Loan	S+325, 0.00% Floor	2/17/2031	$	4,929	$	4,905	$	4,966	(8)(15)
Lime
Neutron Holdings, Inc.	First Lien Secured Debt - Term Loan	10.00%	9/30/2026		75,000		73,830		74,438	(4)(9)
Peloton
Peloton Interactive, Inc.	First Lien Secured Debt - Term Loan	S+600, 0.00% Floor	5/23/2029		73,250		72,528		73,451	(8)(10)(14)
Varsity Brands
Hercules Achievement Inc / Varsity Brands Holding Co Inc	First Lien Secured Debt - Corporate Bond	S+650, 1.00% Floor	12/15/2026		139,500		137,790		139,849	(4)(9)(15)
Varsity Brands Holding Co., Inc.	First Lien Secured Debt - Term Loan	S+511, 1.00% Floor	12/15/2026		9,454		9,503		9,563	(9)(14)
							147,293		149,412
		Total Leisure Products				$	298,556	$	302,267
Life Sciences Tools & Services
Curia
Curia Global, Inc.	First Lien Secured Debt - Term Loan	S+385, 0.75% Floor	8/30/2026	$	27,269	$	26,063	$	25,755	(15)
		Total Life Sciences Tools & Services				$	26,063	$	25,755
Machinery
Carlisle Fluid Technologies
LSF12 Donnelly Bidco, LLC	First Lien Secured Debt - Term Loan	S+650, 1.00% Floor	10/2/2029	$	14,888	$	14,549	$	14,593	(4)(9)(14)
Charter Next Generation
Charter Next Generation, Inc.	First Lien Secured Debt - Term Loan	S+350, 0.75% Floor	12/1/2027		19,750		19,812		19,806	(14)
Circor
Cube Industrials Buyer, Inc./Cube A&D Buyer Inc.	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	10/18/2030		92,785		90,626		92,552	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	10/18/2029		—		(232)		(161)	(4)(5)(9)(11)(27)
							90,394		92,391

See notes to consolidated financial statements

26

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Duravant
Engineered Machinery Holdings, Inc.	First Lien Secured Debt - Term Loan	S+401, 0.75% Floor	5/19/2028		29,865		29,724		30,021	(15)
Husky Technologies
Titan Acquisition Ltd of Canada	First Lien Secured Debt - Term Loan	S+500, 0.00% Floor	2/15/2029		40,436		39,910		40,579	(8)(16)
JPW
JPW Industries Holding Corporation	First Lien Secured Debt - Term Loan	S+588, 2.00% Floor	11/22/2028		116,415		113,781		114,087	(4)(9)(15)
ProMach
Pro Mach Group, Inc.	First Lien Secured Debt - Term Loan	S+361, 1.00% Floor	8/31/2028		17,893		17,970		18,005	(14)
		Total Machinery				$	326,140	$	329,482
Marine Transportation
Meritus Gas Partners
MGP Holdings III Corp.	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	3/1/2030	$	19,715	$	19,337	$	19,321	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	3/1/2030		1,650		1,566		1,485	(4)(9)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	3/1/2030		—		(37)		(39)	(4)(5)(9)(11)(27)
		Total Marine Transportation				$	20,866	$	20,767
Media
Accelerate360
Accelerate360 Holdings, LLC	First Lien Secured Debt - Term Loan	S+576, 1.00% Floor	2/11/2027	$	63,586	$	63,586	$	63,586	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+576, 1.00% Floor	2/11/2027		25,473		25,473		25,473	(4)(9)(11)(15)(27)
							89,059		89,059
Advantage Sales
Advantage Sales & Marketing Inc.	First Lien Secured Debt - Term Loan	S+451, 0.75% Floor	10/28/2027		30,927		30,786		30,202	(15)
Associa
Associations Inc.	First Lien Secured Debt - Term Loan	S+675, 1.00% Floor	7/2/2028		17,517		17,500		17,499	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+675, 1.00% Floor	7/2/2028		—		(1)		(1)	(4)(5)(27)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	7/2/2028		—		(1)		(1)	(4)(5)(11)(27)
							17,498		17,497
Cablevision Systems
CSC Holdings, LLC	First Lien Secured Debt - Term Loan	S+450, 0.00% Floor	1/18/2028		116,947		112,803		112,686	(8)(14)
	First Lien Secured Debt - Revolver	S+225, 0.00% Floor	7/13/2027		100		80		83	(8)(14)(27)
							112,883		112,769
Clear Channel International
Clear Channel International B.V.	First Lien Secured Debt - Term Loan	S+225, 5.25% Floor	8/5/2027		30,000		29,709		29,700	(4)(8)(15)
Dish Network
DISH Network Corp	Unsecured Debt - Convertible Bond	0.00%	12/15/2025		100		76		74
	Unsecured Debt - Convertible Bond	3.38%	8/15/2026		100		64		63
							140		137

See notes to consolidated financial statements

27

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Escalent
M&M OPCO, LLC	First Lien Secured Debt - Term Loan	S+810, 1.00% Floor	4/7/2029		9,405		9,164		9,334	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+810, 1.00% Floor	4/7/2029		—		(11)		(4)	(4)(5)(9)(11)(27)
							9,153		9,330
Gannett
Gannett Holdings, LLC	First Lien Secured Debt - Term Loan	S+511, 0.50% Floor	10/15/2026		48,435		48,312		47,648	(8)(14)
	First Lien Secured Debt - Corporate Bond	6.00%	11/1/2026		8,499		7,763		8,126	(8)
							56,075		55,774
Material+
Material Holdings, LLC	First Lien Secured Debt - Term Loan	S+610, 0.75% Floor	8/19/2027		7,368		7,368		6,613	(4)
McGraw Hill
McGraw-Hill Education, Inc.	First Lien Secured Debt - Term Loan	S+486, 0.50% Floor	7/28/2028		49,811		48,877		49,959	(15)
Wood Mackenzie
Planet US Buyer LLC	First Lien Secured Debt - Term Loan	S+350, 0.00% Floor	2/7/2031		13,000		12,968		13,099	(9)(14)(15)
		Total Media				$	414,516	$	414,139
Oil, Gas & Consumable Fuels
Brookfield Infrastructure Partners
BIP Pipeco Holdings LLC	First Lien Secured Debt - Term Loan	S+250, 0.00% Floor	12/6/2030	$	10,000	$	10,035	$	10,033	(14)(15)
Buckeye Partners
Buckeye Partners, L.P.	First Lien Secured Debt - Term Loan	S+200, 0.00% Floor	11/1/2026		4,983		4,993		4,993	(14)
		Total Oil, Gas & Consumable Fuels				$	15,028	$	15,026
Personal Care Products
Heat Makes Sense
Amika OpCo LLC	First Lien Secured Debt - Term Loan	S+575, 0.75% Floor	7/1/2029	$	34,825	$	34,183	$	34,999	(4)(9)(16)
	First Lien Secured Debt - Term Loan	S+540, 0.75% Floor	7/1/2029		7,891		7,765		7,851	(4)(9)(16)
	First Lien Secured Debt - Revolver	S+565, 0.75% Floor	7/1/2028		—		(22)		(8)	(4)(5)(9)(11)(27)
Ishtar Co-Invest-B LP	Common Equity - Stock	N/A	N/A		39 Shares		22		—	(4)(9)
Oshun Co-Invest-B LP	Common Equity - Stock	N/A	N/A		11 Shares		11		—	(4)(9)
							41,959		42,842
KDC
KDC/ONE Development Corporation, Inc.	First Lien Secured Debt - Term Loan	S+450, 0.00% Floor	8/15/2028		32,795		32,324		32,925	(8)(10)(14)(15)
PDC Brands
Parfums Holding Company, Inc.	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	6/27/2030		165,570		163,917		163,914	(4)(15)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	6/27/2029		—		(102)		(103)	(4)(5)(11)(27)
							163,815		163,811

See notes to consolidated financial statements

28

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Revlon
Revlon Intermediate Holdings IV LLC	First Lien Secured Debt - Revolver	P+461, 1.75% Floor	5/2/2026		14,892		13,867		14,892	(4)(9)(11)(14)(23)(27)
RoC Skincare
RoC Holdco LLC	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	2/21/2031		25,546		25,053		25,035	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	2/21/2030		—		(83)		(88)	(4)(5)(9)(11)(27)
							24,970		24,947
		Total Personal Care Products				$	276,935	$	279,417
Pharmaceuticals
Alcresta
Alcresta Holdings, LP	Preferred Equity - Preferred Stocks	N/A	N/A	$	116 Shares	$	116	$	119	(4)(9)
	Preferred Equity - Equity Unit	N/A	N/A		1,176 Shares		1		1	(4)(9)
Alcresta Therapeutics Inc.	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	3/12/2030		4,639		4,549		4,546	(4)(9)(16)
	First Lien Secured Debt - Delayed Draw	S+575, 1.00% Floor	3/31/2030		—		(83)		(87)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	3/31/2029		—		(16)		(17)	(4)(5)(9)(11)(27)
							4,567		4,562
Bausch Health
Bausch Health Companies Inc.	First Lien Secured Debt - Term Loan	S+535, 0.50% Floor	2/1/2027		107,331		99,288		98,224	(8)(14)
	First Lien Secured Debt - Corporate Bond	5.50%	11/1/2025		1,000		916		934	(8)
							100,204		99,158
Ceva
Financiere Mendel SASU	First Lien Secured Debt - Term Loan	S+325, 0.00% Floor	11/12/2030		8,728		8,646		8,773	(8)(14)
Eversana
LSCS Holdings, Inc.	First Lien Secured Debt - Term Loan	S+461, 0.50% Floor	12/16/2028		23,106		22,883		22,890	(14)
ExactCare
ExactCare Parent, Inc.	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	11/5/2029		40,472		39,449		40,270	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+650, 1.00% Floor	11/5/2029		—		(109)		(22)	(4)(5)(9)(11)(27)
							39,340		40,248
Rarebreed
Rarebreed Veterinary Partners, Inc.	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	4/18/2030		15,116		14,821		14,814	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	4/18/2030		9,557		9,324		8,922	(4)(11)(15)(27)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	4/18/2030		—		(112)		(116)	(4)(5)(11)(27)
							24,033		23,620
		Total Pharmaceuticals				$	199,673	$	199,251

See notes to consolidated financial statements

29

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Professional Services
EAB
EAB Global, Inc.	First Lien Secured Debt - Term Loan	S+336, 0.50% Floor	8/16/2028	$	64,184	$	63,997	$	64,200	(14)
Grant Thornton
Grant Thornton LLP of Chicago	First Lien Secured Debt - Term Loan	S+325, 0.00% Floor	6/2/2031		13,500		13,500		13,555	(15)
Kroll
Deerfield Dakota Holding, LLC	First Lien Secured Debt - Term Loan	S+375, 1.00% Floor	4/9/2027		52,498		52,226		52,537	(15)
VFS Global
Speed Midco 3 S.A R.L.	First Lien Secured Debt - Term Loan	E+495, 0.00% Floor	5/16/2029	€	115,020		123,134		123,180	(3)(4)(8)(9)(19)
	First Lien Secured Debt - Term Loan	S+495, 0.00% Floor	5/16/2029		54,980		54,980		54,980	(4)(8)(9)(15)
	First Lien Secured Debt - Term Loan	SONIA+495, 0.00% Floor	5/16/2029	£	31,767		40,229		40,157	(3)(4)(8)(9)(17)
							218,343		218,317
		Total Professional Services				$	348,066	$	348,609
Real Estate Management & Development
3Phase Elevator
Polyphase Elevator Holding Company	First Lien Secured Debt - Term Loan	S+610 Cash (includes 5.00% PIK)	6/23/2027	$	3,517	$	3,517	$	3,121	(4)(15)
Pritchard Industries
Pritchard Industries, LLC	First Lien Secured Debt - Term Loan	S+575, 0.75% Floor	10/13/2027		6,353		6,353		6,242	(4)(16)
Redfin
Redfin Corporation	First Lien Secured Debt - Term Loan	S+575, 1.50% Floor	10/20/2028		63,024		61,264		61,606	(4)(8)(9)(16)
	First Lien Secured Debt - Delayed Draw	S+575, 1.50% Floor	10/20/2028		63,341		61,590		61,916	(4)(8)(9)(15)
							122,854		123,522
		Total Real Estate Management & Development				$	132,724	$	132,885
Semiconductors & Semiconductor Equipment
Wolfspeed
Wolfspeed, Inc.	First Lien Secured Debt - Corporate Bond	9.88%	6/23/2030	$	120,000	$	115,697	$	116,724	(4)(8)(9)
		Total Semiconductors & Semiconductor Equipment				$	115,697	$	116,724
Software
Accela
Accela, Inc.	First Lien Secured Debt - Term Loan	S+600, 0.75% Floor	9/3/2030	$	18,286	$	17,950	$	18,377	(4)(9)(14)
	First Lien Secured Debt - Revolver	S+600, 0.75% Floor	9/3/2030		400		370		400	(4)(9)(11)(14)(27)
							18,320		18,777

See notes to consolidated financial statements

30

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Access Group
Armstrong Bidco Limited	First Lien Secured Debt - Term Loan	SONIA+525, 0.00% Floor	6/28/2029	£	27,600		32,987		34,279	(3)(4)(8)(17)
	First Lien Secured Debt - Delayed Draw	SONIA+525, 0.00% Floor	6/28/2029	£	14,400		17,231		17,884	(3)(4)(8)(17)
							50,218		52,163
Alteryx
Azurite Intermediate Holdings, Inc.	First Lien Secured Debt - Term Loan	S+650, 0.75% Floor	3/19/2031		20,144		19,852		19,842	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+650, 0.75% Floor	3/19/2031		29,300		28,757		28,613	(4)(9)(11)(14)(27)
	First Lien Secured Debt - Revolver	S+650, 0.75% Floor	3/19/2031		—		(106)		(110)	(4)(5)(9)(11)(27)
							48,503		48,345
Avalara
Avalara, Inc.	First Lien Secured Debt - Term Loan	S+725, 0.75% Floor	10/19/2028		136,364		133,689		137,386	(4)(15)
	First Lien Secured Debt - Revolver	S+725, 0.75% Floor	10/19/2028		—		(246)		—	(4)(11)(27)
							133,443		137,386
AVI-SPL
A&V Holdings Midco, LLC	First Lien Secured Debt - Term Loan	S+500, 0.00% Floor	6/6/2031		178,269		175,613		175,595	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 0.00% Floor	6/6/2026		—		(265)		(267)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+500, 0.00% Floor	6/6/2031		—		—		—	(4)(11)(27)
							175,348		175,328
BMC Software
Boxer Parent Company Inc.	First Lien Secured Debt - Term Loan	S+400, 0.00% Floor	12/29/2028		11,940		11,940		11,979	(14)
Certinia
Certinia Inc	First Lien Secured Debt - Term Loan	S+725, 1.00% Floor	8/3/2029		30,294		29,484		29,461	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+725, 1.00% Floor	8/3/2029		—		(103)		(111)	(4)(5)(9)(11)(27)
							29,381		29,350
Citrix
Cloud Software Group, Inc.	First Lien Secured Debt - Term Loan	S+400, 0.50% Floor	3/30/2029		44,879		42,092		44,899	(15)
	First Lien Secured Debt - Term Loan	S+461, 0.50% Floor	3/21/2031		10,000		9,927		10,040	(15)
							52,019		54,939
Consilio
Skopima Consilio Parent LLC	First Lien Secured Debt - Term Loan	S+461, 0.50% Floor	5/12/2028		24,875		24,448		24,953	(14)
	First Lien Secured Debt - Term Loan	S+411, 0.50% Floor	5/12/2028		10,543		10,528		10,547	(14)
							34,976		35,500
Coupa Software
Coupa Software Incorporated	First Lien Secured Debt - Term Loan	S+550, 0.75% Floor	2/27/2030		55,284		54,087		55,423	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+550, 0.75% Floor	2/27/2030		—		(50)		—	(4)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	2/27/2029		—		(74)		(38)	(4)(5)(9)(11)(27)
							53,963		55,385

See notes to consolidated financial statements

31

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
DigiCert
Dcert Buyer, Inc.	First Lien Secured Debt - Term Loan	S+400, 0.00% Floor	10/16/2026		54,703		54,428		53,438	(14)
Duck Creek Technologies
Disco Parent, LLC	First Lien Secured Debt - Term Loan	S+750, 1.00% Floor	3/30/2029		21,392		20,940		21,553	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+750, 1.00% Floor	3/30/2029		—		(43)		—	(4)(9)(11)(27)
							20,897		21,553
Flexera
Flexera Software LLC	First Lien Secured Debt - Term Loan	S+361, 0.75% Floor	3/3/2028		34,016		34,024		34,186	(15)
G2CI
Evergreen IX Borrower 2023, LLC	First Lien Secured Debt - Term Loan	S+600, 0.75% Floor	9/30/2030		90,816		88,716		90,816	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+600, 0.75% Floor	10/1/2029		—		(221)		—	(4)(9)(11)(27)
							88,495		90,816
GrayMatter
Genius Bidco LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	5/1/2030		4,639		4,548		4,546	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	5/1/2030		—		(17)		(17)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	5/1/2030		—		(23)		(23)	(4)(5)(11)(27)
	Common Equity - Equity Unit	N/A	N/A		773 Shares		77		77	(4)
							4,585		4,583
GTreasury
G Treasury SS LLC	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	6/29/2029		8,571		8,422		8,443	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+600, 1.00% Floor	6/29/2029		—		(78)		(140)	(4)(5)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	6/29/2029		—		(36)		(32)	(4)(5)(9)(11)(27)
							8,308		8,271
Infoblox
Delta Topco, Inc.	First Lien Secured Debt - Term Loan	S+350, 0.00% Floor	11/30/2029		19,500		19,459		19,514	(15)
Instem
Ichor Management Limited	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	12/8/2029		9,232		9,017		8,909	(4)(8)(9)(15)
	First Lien Secured Debt - Delayed Draw	SONIA+550, 1.00% Floor	12/7/2029	£	—		(44)		(136)	(3)(4)(5)(8)(9)(11)(17)(27)
	First Lien Secured Debt - Revolver	SONIA+550, 1.00% Floor	12/7/2029	£	1,264		1,544		1,533	(3)(4)(8)(9)(11)(17)(27)
							10,517		10,306
Jagex
Janus Bidco Limited	First Lien Secured Debt - Term Loan	S+600, 0.00% Floor	5/13/2031		68,523		66,835		66,810	(4)(8)(10)(16)
	First Lien Secured Debt - Term Loan	SONIA+600, 0.00% Floor	5/13/2031	£	3,083		3,768		3,800	(3)(4)(8)(10)(17)
	First Lien Secured Debt - Delayed Draw	SONIA+600, 0.00% Floor	5/13/2031	£	—		(241)		(251)	(3)(4)(5)(8)(10)(11)(17)(27)
							70,362		70,359

See notes to consolidated financial statements

32

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Medallia
Medallia, Inc.	First Lien Secured Debt - Term Loan	S+660 Cash (includes 4.00% PIK)	10/29/2028		38,810		38,199		38,810	(4)(9)(15)
Mitchell
Mitchell International, Inc.	First Lien Secured Debt - Term Loan	S+325, 0.50% Floor	6/17/2031		33,000		32,829		32,760	(14)
New Relic
Crewline Buyer, Inc.	First Lien Secured Debt - Term Loan	S+675, 1.00% Floor	11/8/2030		41,900		40,917		41,900	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	11/8/2030		—		(99)		—	(4)(9)(11)(27)
							40,818		41,900
Paessler
Blitz 24-34 GmbH	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	5/3/2031		47,903		47,432		47,424	(4)(8)(15)
	First Lien Secured Debt - Delayed Draw	S+600, 1.00% Floor	5/3/2030		—		(35)		(35)	(4)(5)(8)(11)(27)
							47,397		47,389
Ping Identity
Ping Identity Holding Corp.	First Lien Secured Debt - Term Loan	S+700, 0.75% Floor	10/17/2029		22,727		22,259		22,614	(4)(14)
	First Lien Secured Debt - Revolver	S+700, 0.75% Floor	10/17/2028		—		(41)		(11)	(4)(5)(11)(27)
							22,218		22,603
Recorded Future
Recorded Future, Inc.	First Lien Secured Debt - Term Loan	S+575, 0.75% Floor	6/28/2030		151,054		149,546		149,544	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+575, 0.75% Floor	6/28/2030		—		(349)		(350)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+575, 0.75% Floor	6/28/2030		—		(164)		(164)	(4)(5)(11)(27)
							149,033		149,030
Relativity
Relativity ODA LLC	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	5/12/2027		29,262		28,553		28,970	(4)(14)
	First Lien Secured Debt - Revolver	S+610, 1.00% Floor	5/12/2027		—		(39)		(25)	(4)(5)(11)(27)
							28,514		28,945
Solera
Polaris Newco, LLC	First Lien Secured Debt - Term Loan	S+426, 0.50% Floor	6/2/2028		47,600		47,388		47,638	(15)
Stamps.com
Auctane, Inc.	First Lien Secured Debt - Term Loan	S+585, 0.75% Floor	10/5/2028		31,769		31,345		31,769	(4)(9)(15)
Sunfire
Spark Purchaser, Inc.	First Lien Secured Debt - Term Loan	S+550, 0.75% Floor	4/1/2031		8,649		8,479		8,476	(4)(15)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	4/1/2030		—		(26)		(27)	(4)(5)(11)(27)
							8,453		8,449

See notes to consolidated financial statements

33

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
UKG
UKG Inc.	First Lien Secured Debt - Term Loan	S+325, 0.00% Floor	2/10/2031		13,780		13,811		13,847	(14)
Veeam Software
VS Buyer, LLC	First Lien Secured Debt - Term Loan	S+325, 0.00% Floor	4/12/2031		18,791		18,782		18,861	(14)
Verscend
Cotiviti, Inc.	First Lien Secured Debt - Term Loan	S+325, 0.00% Floor	5/1/2031		34,913		34,763		34,825	(14)
Waystar
Navicure, Inc.	First Lien Secured Debt - Term Loan	S+275, 0.00% Floor	10/22/2029		13,202		13,187		13,235	(4)(8)(14)
Zendesk
Zendesk, Inc.	First Lien Secured Debt - Term Loan	S+625, 0.75% Floor	11/22/2028		145,759		143,532		145,759	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+650, 0.75% Floor	11/22/2028		—		(262)		—	(4)(9)(11)(27)
	First Lien Secured Debt - Revolver	S+650, 0.75% Floor	11/22/2028		—		(215)		—	(4)(9)(11)(27)
							143,055		145,759
		Total Software				$	1,588,978	$	1,607,998
Special Purpose Entity
48forty Solutions
Alpine Acquisition Corp II	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	11/30/2026	$	7,350	$	7,350	$	6,725	(4)(14)
		Total Special Purpose Entity				$	7,350	$	6,725
Specialty Retail
EG Group
EG Global Finance PLC	First Lien Secured Debt - Corporate Bond	S+750 Cash (includes 6.43% PIK)	11/30/2028	$	116,160	$	112,043	$	119,645	(4)(8)(13)
EG Group Limited	First Lien Secured Debt - Term Loan	S+550, 0.00% Floor	2/7/2028		5,844		5,766		5,783	(8)(15)
							117,809		125,428
Golden Hippo
Altern Marketing, LLC	First Lien Secured Debt - Term Loan	S+600, 2.00% Floor	6/13/2028		55,529		54,606		55,668	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+600, 2.00% Floor	6/13/2028		—		(151)		—	(4)(9)(11)(27)
							54,455		55,668
PetSmart
PetSmart LLC	First Lien Secured Debt - Term Loan	S+385, 0.75% Floor	2/11/2028		9,725		9,729		9,709	(14)
Tailored Brands
The Men's Wearhouse, LLC	First Lien Secured Debt - Term Loan	S+650, 0.00% Floor	2/26/2029		123,644		120,123		123,438	(15)

See notes to consolidated financial statements

34

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Village Pet Care
Village Pet Care, LLC	First Lien Secured Debt - Term Loan	S+650, 1.00% Floor	9/22/2029		909		893		895	(4)(9)(15)
	First Lien Secured Debt - Delayed Draw	S+650, 1.00% Floor	9/22/2029		545		509		491	(4)(9)(11)(15)(27)
	First Lien Secured Debt - Revolver	P+650, 1.00% Floor	9/22/2029		245		237		239	(4)(9)(11)(23)(27)
							1,639		1,625
		Total Specialty Retail				$	303,755	$	315,868
Technology Hardware, Storage & Peripherals
Biamp
Biamp	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	4/30/2030	$	43,890	$	43,030	$	43,013	(4)(15)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	4/30/2030		200		83		80	(4)(11)(14)(27)
							43,113		43,093
Forterro
Yellow Castle AB	First Lien Secured Debt - Term Loan	E+475, 0.00% Floor	7/9/2029	€	9,802		9,775		10,418	(3)(4)(8)(19)
	First Lien Secured Debt - Term Loan	SARON+475, 0.00% Floor	7/9/2029	₣	3,296		3,320		3,641	(3)(4)(8)(21)
	First Lien Secured Debt - Term Loan	STIBOR+475, 0.00% Floor	7/9/2029	kr	34,792		3,240		3,258	(3)(4)(8)(22)
	First Lien Secured Debt - Delayed Draw	E+475, 0.00% Floor	7/9/2029	€	4,873		6,252		4,894	(3)(4)(8)(11)(19)(27)
							22,587		22,211
		Total Technology Hardware, Storage & Peripherals				$	65,700	$	65,304
Textiles, Apparel & Luxury Goods
Authentic Brands
ABG Intermediate Holdings 2 LLC	First Lien Secured Debt - Term Loan	S+275, 0.00% Floor	12/21/2028	$	25,393	$	25,192	$	25,447	(14)
	First Lien Secured Debt - Delayed Draw	S+275, 0.00% Floor	12/21/2028		—		18		—	(11)(27)
							25,210		25,447
Gruppo Florence
Made in Italy 2 S.P.A.	First Lien Secured Debt - Corporate Bond	E+675, 0.00% Floor	10/17/2030	€	74,500		76,882		79,387	(3)(4)(8)(9)(19)
Iconix Brand Group
IBG Borrower LLC	First Lien Secured Debt - Term Loan	S+615, 1.00% Floor	8/22/2029		77,264		76,106		76,492	(4)(9)(15)
	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	8/22/2029		13,176		13,047		13,044	(4)(9)(15)
							89,153		89,536
		Total Textiles, Apparel & Luxury Goods				$	191,245	$	194,370

See notes to consolidated financial statements

35

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date	Par/Shares (3)		Cost (28)		Fair Value (1)(29)
Trading Companies & Distributors
Foundation Building Materials
Foundation Building Materials, Inc.	First Lien Secured Debt - Term Loan	S+400, 0.00% Floor	1/29/2031	$	24,938	$	24,740	$	24,869	(15)
		Total Trading Companies & Distributors				$	24,740	$	24,869
Transportation Infrastructure
Alliance Ground International
AGI-CFI Holdings, Inc.	First Lien Secured Debt - Term Loan	S+590, 0.75% Floor	6/11/2027	$	9,800	$	9,670	$	9,776	(4)(15)(16)
	First Lien Secured Debt - Term Loan	S+565, 0.75% Floor	6/11/2027		7,330		7,330		7,312	(4)(15)(16)
							17,000		17,088
GAT
GAT-Airline Ground Support Inc	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	5/9/2029		15,238		15,015		15,010	(4)(15)
	First Lien Secured Debt - Delayed Draw	S+550, 1.00% Floor	5/9/2026		—		(17)		(18)	(4)(5)(11)(27)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	5/9/2029		635		600		599	(4)(11)(15)(27)
							15,598		15,591
		Total Transportation Infrastructure				$	32,598	$	32,679
		Total Investments before Cash Equivalents				$	10,995,734	$	11,033,070	(2)(6)(26)
State Street Institutional US Government Money Market Fund							400,000		400,000	(7)
		Total Investments after Cash Equivalents				$	11,395,734	$	11,433,070

See notes to consolidated financial statements

36

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Derivative Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Footnote Reference
Interest rate swap (a)	6.90%	S+270	4/13/2029	$	325,000	Note 5
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
Interest rate swap (b)	7.02%	ESTR+372	9/28/2026	$	90,000	Note 5
Interest rate swap (a)	6.90%	S+271	4/13/2029	$	325,000	Note 5
Interest rate swap (a)	8.54%	S+418	9/28/2026	$	226,000	Note 5
Interest rate swap (a)	8.62%	S+456	9/28/2028	$	325,000	Note 5

Derivative Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Footnote Reference
Currency swap (c)	S+45.5	KRW-CD 91D	5/12/2026	$	81,450	Note 5
Currency swap (c)	S+46.4	KRW-CD 91D	5/12/2026	$	60,988	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 5.32% on June 30, 2024.

(b) Bears interest at a rate determined by one day Euro Short Term Rate. The interest rate locked two business days prior to settlement of the interest rate swaps. The one day Euro Short Term Rate is 3.66% on June 30, 2024.

(c) Bears interest at a rate determined by SOFR and three-month KORIBOR. The interest rates locked two business days and one business day for SOFR and three-month KORIBOR, respectively, prior to settlement of the currency swaps. The SOFR and the three-month KORIBOR are 5.33% and 3.59%, respectively, on June 30, 2024.

Derivative Instrument	Settlement Date	Notional amount to be purchased		Notional amount to be sold		Footnote Reference
Foreign currency forward contract	9/18/2024	$	6,747	A$	10,131		Note 5
Foreign currency forward contract	9/18/2024		4,880	₣	4,306		Note 5
Foreign currency forward contract	9/18/2024		602,978	€	555,404		Note 5
Foreign currency forward contract	9/18/2024		681,236	£	534,119		Note 5
Foreign currency forward contract	9/18/2024		3,392	kr	35,333		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 are $104,561 and $71,758, respectively. Net unrealized loss is $32,803 based on a tax cost of $11,400,267.

(3)

Par amount is denominated in USD unless otherwise noted, British Pound (“£”), Australian Dollar (“A$”), European Euro (“€”), Korean Won (“₩”), Swedish Krona (“kr”) and Swiss Franc (“₣”). Par amount represents funded commitments. See Note 27 in the Consolidated Schedule of Investments and Note 8 to the consolidated financial statements for further information on undrawn revolving and delayed draw loan commitments, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies.

(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 to the consolidated financial statements), 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. All equity investments are non-income producing unless otherwise noted.

(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 June 30, 2024, non-qualifying assets represented approximately 28.01% 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 Note 3 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 to the consolidated financial statements). 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

37

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(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 the Secured Overnight Financing Rate (“SOFR” or “S”) or an alternate base rate (which can include but is not limited to LIBOR, 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 SOFR, which as of June 30, 2024 was 5.33%

(14)

The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2024 was 5.34%

(15)

The interest rate on these loans is subject to 3 months SOFR, which as of June 30, 2024 was 5.32%

(16)

The interest rate on these loans is subject to 6 months SOFR, which as of June 30, 2024 was 5.25%

(17)

The interest rate on these loans is subject to SONIA, which as of June 30, 2024 was 5.20%

(18)

The interest rate on these loans is subject to 3 months KORIBOR, which as of June 30, 2024 was 3.59%

(19)

The interest rate on these loans is subject to 3 months EURIBOR, which as of June 30, 2024 was 3.71%

(20)

The interest rate on these loans is subject to 6 months EURIBOR, which as of June 30, 2024 was 3.68%

(21)

The interest rate on these loans is subject to Swiss Average Rate Overnight (SARON), which as of June 30, 2024 was 1.21%

(22)

The interest rate on these loans is subject to 6 months Stockholm Interbank Offered Rate (STIBOR), which as of June 30, 2024 was 3.62%

(23)

The interest rate on these loans is subject to Prime, which as of June 30, 2024 was 8.50%

(24)

Loan was on non-accrual status as of June 30, 2024. Heubach Holdings USA LLC has a maturity date prior to the end of the current period. The portfolio company has filed for insolvency in certain jurisdictions and has begun a sales process for all or part of the portfolio company.

(25)

Treace Medical Concepts, Inc. is subject to an interest rate cap. The investment is capped at the lesser of stated interest rate and 3.00% plus the applicable margin.

(26)

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 June 30, 2024, all of the company's investments were non-controlled, non-affiliated.

See notes to consolidated financial statements

38

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

(27)

As of June 30, 2024, 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 8 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
1475 Holdings, LLC	$	1,071	$	—	$	1,071	$	—	$	—	$	1,071
A&V Holdings Midco, LLC		57,227		—		57,227		—		—		57,227
ABG Intermediate Holdings 2 LLC		17,500		—		17,500		—		—		17,500
Accela, Inc.		1,714		(400)		1,314		—		—		1,314
Accelerate360 Holdings, LLC		26,908		(25,473)		1,435		—		—		1,435
Accession Risk Management Group, Inc.		1,902		—		1,902		—		—		1,902
Acentra Holdings, LLC (fka CNSI Holdings, LLC)		11,450		(987)		10,463		—		—		10,463
ACP Avenu Buyer, LLC		2,654		(131)		2,522		—		—		2,522
Advarra Holdings, Inc.		16,576		—		16,576		—		—		16,576
Alcresta Therapeutics Inc.		5,232		—		5,232		—		—		5,232
Alera Group, Inc.		33,143		—		33,143		—		—		33,143
All Star Recruiting Locums, LLC		3,043		—		3,043		—		—		3,043
Allied Benefit Systems Intermediate LLC		14,381		—		14,381		—		—		14,381
Altern Marketing, LLC		9,422		—		9,422		—		—		9,422
Amika OpCo LLC (f/k/a Heat Makes Sense Shared Services, LLC)		1,617		—		1,617		—		—		1,617
Anaplan, Inc.		9,073		—		9,073		—		—		9,073
Associations Inc.		2,439		—		2,439		—		—		2,439
Avalara, Inc.		13,636		—		13,636		—		—		13,636
Azurite Intermediate Holdings, Inc.		23,806		—		23,806		—		—		23,806
BGIF IV Fearless Utility Services, Inc.		72,604		—		72,604		—		—		72,604
Biamp		6,000		(200)		5,800		—		—		5,800
Blitz 24-34 GmbH		7,097		—		7,097		—		—		7,097
Camin Cargo Control Holdings, Inc.		9,462		(1,293)		8,168		—		—		8,168
Certinia Inc (FinancialForce.com)		4,039		—		4,039		—		—		4,039
Channelside AcquisitionCo, Inc. (fka Gruden Acquisition, Inc.)		8,464		(1,044)		7,420		—		—		7,420
Chrysaor Bidco Sarl		448		—		448		—		—		448
CI (Quercus) Intermediate Holdings, LLC		2,273		(557)		1,716		—		—		1,716
CircusTrix Holdings LLC		1,129		—		1,129		—		—		1,129
Coretrust Purchasing Group LLC (HPG Enterprises LLC)		12,632		—		12,632		—		—		12,632
Coupa Software Incorporated		8,716		—		8,716		—		—		8,716

See notes to consolidated financial statements

39

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(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
CPI Buyer, LLC		4,667		—		4,667		—		—		4,667
Crewline Buyer, Inc.		4,365		—		4,365		—		—		4,365
CSC Holdings, LLC		100		(100)		—		—		—		—
Cube Industrials Buyer, Inc./Cube A&D Buyer Inc.		10,733		—		10,733		—		—		10,733
Disco Parent, LLC		2,139		—		2,139		—		—		2,139
Eagle Purchaser, Inc.		6,632		(3,947)		2,684		—		2,684		—
ERC Topco Holdings, LLC		3,214		(2,412)		802		—		—		802
Esdec Solar Group B.V. (Enstall Group B.V.)*		17,403		—		17,403		—		—		17,403
Evergreen IX Borrower 2023, LLC		10,071		—		10,071		—		—		10,071
Evoriel*		23,466		—		23,466		—		—		23,466
ExactCare Parent, Inc.		4,426		—		4,426		—		—		4,426
Excelligence Learning Corporation		13,562		(1,671)		11,890		—		—		11,890
FINANCIERE ASTEK*		16,983		—		16,983		—		—		16,983
Fortis Fire & Safety Inc.		3,868		(268)		3,600		—		—		3,600
G Treasury SS LLC		11,429		—		11,429		—		—		11,429
G&A Partners Holding Company II, LLC		8,169		—		8,169		—		—		8,169
GAT-Airline Ground Support Inc		4,762		(635)		4,127		—		—		4,127
Gateway US Holdings, Inc.		2,629		()		2,629		—		—		2,629
Genius Bidco LLC		2,861		—		2,861		—		—		2,861
Green Grass Foods, Inc.		1,250		—		1,250		—		—		1,250
HEF Safety Ultimate Holdings, LLC		4,355		(387)		3,968		—		2,903		1,065
Heritage Environmental Services, Inc.		12,158		—		12,158		—		—		12,158
Higginbotham Insurance Agency, Inc.		20,434		—		20,434		—		—		20,434
Ichor Management Limited*		5,756		(1,598)		4,158		—		3,890		269
Investment Company 24 Bidco Limited*		5,492		—		5,492		—		—		5,492
IQN Holding Corp.		5,134		(599)		4,535		—		—		4,535
Ironhorse Purchaser, LLC		1,932		(169)		1,763		—		—		1,763
IssuerSumUp Holdings Luxembourg S.a.r.l.*		10,710		—		10,710		—		—		10,710
IW Buyer LLC		3,146		—		3,146		—		—		3,146
Janus Bidco Limited*		20,044		—		20,044		—		—		20,044

See notes to consolidated financial statements

40

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(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
Jazz AH Holdco, LLC		1,200		(240)		960		—		400		560
K Hovnanian Enterprises Inc		70,000		—		70,000		—		—		70,000
LendingTree, Inc.		23,535		—		23,535		—		—		23,535
Lotus Topco Inc.		8,235		—		8,235		—		—		8,235
M&M OPCO, LLC		476		—		476		—		—		476
MGP Holdings III Corp.		8,581		—		8,581		—		—		8,581
Mobile Communications America, Inc.		3,940		—		3,940		—		—		3,940
Mount Olympus Bidco Limited		1,447		—		1,447		—		—		1,447
North Haven RI Buyer, LLC		4,100		(400)		3,700		—		1,600		2,100
Novotech SG Holdings Pte. Ltd./ Novotech Aus Bidco Pty Ltd/Novotech Holdings USA LLC		7,143		—		7,143		—		—		7,143
OMH-Healthedge Holdings, Inc.		11,729		—		11,729		—		—		11,729
One Silver Serve, LLC		12,494		(2,408)		10,086		—		—		10,086
Paisley Bidco Limited*		7,190		—		7,190		—		—		7,190
Parfums Holding Company, Inc.		10,268		—		10,268		—		—		10,268
PARS Group LLC		952		—		952		—		—		952
Patriot Foods Buyer, Inc.		3,416		(112)		3,304		—		—		3,304
Patriot Growth Insurance Services, LLC		6,475		—		6,475		—		—		6,475
Pave America Interco, LLC (f/k/a Pavement Partners Interco, LLC)		3,418		(2,136)		1,282		—		—		1,282
PHOENIX YW BUYER, INC.		1,705		—		1,705		—		—		1,705
Ping Identity Holding Corp.		2,273		—		2,273		—		—		2,273
Pinnacle Purchaser, LLC		469		(109)		359		—		—		359
Poly-Wood, LLC		46,091		—		46,091		—		—		46,091
PPL Acquisition LLC		1,000		—		1,000		—		—		1,000
Protein For Pets Opco, LLC		4,717		—		4,717		—		—		4,717
R.F. Fager Company, LLC		1,875		(156)		1,719		—		1,042		677
Rarebreed Veterinary Partners, Inc.		32,552		—		32,552		—		—		32,552
Recorded Future, Inc.		51,446		—		51,446		—		—		51,446
Relativity ODA LLC		2,500		—		2,500		—		—		2,500
Reliable Doors, LLC		1,562		(114)		1,448		—		—		1,448
Revlon Intermediate Holdings IV LLC		110,000		(14,892)		95,108		—		—		95,108

See notes to consolidated financial statements

41

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(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
RoC Holdco LLC		4,390		—		4,390		—		—		4,390
Rochester Midland Corporation		10,995		—		10,995		—		—		10,995
Ruler Bidco S.A R.L.*		2,485		—		2,485		—		—		2,485
SG Acquisition, Inc.		6,948		—		6,948		—		—		6,948
Smith Topco, Inc.		1,692		—		1,692		—		—		1,692
Spark Purchaser, Inc.		1,351		—		1,351		—		—		1,351
TerSera Therapeutics LLC		1,395		—		1,395		—		—		1,395
Treace Medical Concepts, Inc.		11,708		(200)		11,508		—		7,292		4,217
Trench Plate Rental Co.		4,545		(3,295)		1,250		—		—		1,250
Truck-Lite Co., LLC		32,000		(533)		31,467		—		—		31,467
Truist Insurance Holdings, LLC		24,868		(2,116)		22,751		—		—		22,751
TS Investors, LLC		4,125				4,125		—		—		4,125
TZ Buyer LLC		2,422				2,422		—		—		2,422
Ultimate Baked Goods Midco LLC		1,016		(191)		826		—		—		826
US Fertility Enterprises, LLC		130		(32)		98		—		—		98
USA DeBusk LLC		6,718		(360)		6,357		—		—		6,357
Vensure Employer Services, Inc.		12,880		—		12,880		—		—		12,880
Village Pet Care, LLC		3,545		(245)		3,300		—		—		3,300
Violin Finco Guernsey Limited*		6,727		—		6,727		—		—		6,727
Volunteer AcquisitionCo, LLC		1,136		—		1,136		—		—		1,136
Yellow Castle AB*		38,096		—		38,096		—		—		38,096
Zendesk, Inc.		50,138		—		50,138		—		—		50,138
Zeus Company LLC		17,592		—		17,592		—		—		17,592
Total	$	1,315,240	$	(69,413)	$	1,245,827	$	—	$	19,810	$	1,226,017

* These investments are in a foreign currency and the total commitment has been converted to USD using the June 30, 2024 exchange rate.

See notes to consolidated financial statements

42

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

(28) The following shows the composition of the Company’s portfolio at cost by investment type and industry as of June 30, 2024:

Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total
Aerospace & Defense	$	99,062	$	—	$	—	$	—	$	—	$	99,062
Asset Backed Securities		19,134		—		—		—		—		19,134
Automobile Components		229,337		—		—		—		—		229,337
Banks		20,946		—		—		—		—		20,946
Biotechnology		57,446		—		—		—		—		57,446
Building Products		118,886		—		—		—		—		118,886
Capital Markets		142,406		—		—		—		—		142,406
Chemicals		114,031		—		—		—		100		114,131
Commercial Services & Supplies		930,253		—		—		—		140		930,393
Communications Equipment		14,487		39,329		—		—		—		53,816
Construction & Engineering		88,918		—		—		—		50		88,968
Construction Materials		4,648		—		—		—		—		4,648
Consumer Finance		86,669		—		—		—		—		86,669
Consumer Staples Distribution & Retail		233,978		—		—		—		—		233,978
Containers & Packaging		62,653		—		—		—		—		62,653
Distributors		93,427		—		—		—		—		93,427
Diversified Consumer Services		423,718		—		—		—		—		423,718
Electric Utilities		167,417		—		—		—		—		167,417
Electrical Equipment		100,028		—		—		—		—		100,028
Energy Equipment & Services		31,871		—		—		—		—		31,871
Entertainment		87,586		—		—		—		—		87,586
Financial Services		674,517		—		—		—		101		674,618
Financing		13,495		—		—		—		—		13,495
Food Products		3,638		—		—		—		125		3,763
Ground Transportation		52,753		—		—		—		—		52,753
Health Care Equipment & Supplies		157,641		—		—		—		—		157,641
Health Care Providers & Services		904,764		—		—		100		—		904,864

See notes to consolidated financial statements

43

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total
Health Care Technology		131,184		—		—		—		—		131,184
Hotels, Restaurants & Leisure		358,128		—		95		—		—		358,223
Household Durables		134,257		—		—		—		50		134,307
Household Products		127,398		—		—		—		—		127,398
Independent Power & Renewable Electricity Producers		53,221		—		—		—		—		53,221
Insurance		501,635		—		—		—		—		501,635
IT Services		327,482		—		—		—		—		327,482
Leisure Products		298,556		—		—		—		—		298,556
Life Sciences Tools & Services		26,063		—		—		—		—		26,063
Machinery		326,140		—		—		—		—		326,140
Marine Transportation		20,866		—		—		—		—		20,866
Media		414,376		—		140		—		—		414,516
Oil, Gas & Consumable Fuels		15,028		—		—		—		—		15,028
Personal Care Products		276,902		—		—		—		33		276,935
Pharmaceuticals		199,556		—		—		117		—		199,673
Professional Services		348,066		—		—		—		—		348,066
Real Estate Management & Development		132,724		—		—		—		—		132,724
Semiconductors & Semiconductor Equipment		115,697		—		—		—		—		115,697
Software		1,588,901		—		—		—		77		1,588,978
Special Purpose Entity		7,350		—		—		—		—		7,350
Specialty Retail		303,755		—		—		—		—		303,755
Technology Hardware, Storage & Peripherals		65,700		—		—		—		—		65,700
Textiles, Apparel & Luxury Goods		191,245		—		—		—		—		191,245
Trading Companies & Distributors		24,740		—		—		—		—		24,740
Transportation Infrastructure		32,598		—		—		—		—		32,598
Total	$	10,955,277	$	39,329	$	235	$	217	$	676	$	10,995,734

See notes to consolidated financial statements

44

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

(29)

The following shows the composition of the Company’s portfolio at fair value by investment type, industry and region as of June 30, 2024:

Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total		% of Net Assets
Aerospace & Defense	$	100,050	$	—	$	—	$	—	$	—	$	100,050	1.5%
Asset Backed Securities		19,227		—		—		—		—		19,227	0.3%
Automobile Components		231,243		—		—		—		—		231,243	3.4%
Banks		20,849		—		—		—		—		20,849	0.3%
Biotechnology		58,436		—		—		—		—		58,436	0.9%
Building Products		119,684		—		—		—		—		119,684	1.7%
Capital Markets		142,909		—		—		—		—		142,909	2.1%
Chemicals		101,616		—		—		—		114		101,730	1.5%
Commercial Services & Supplies		929,937		—		—		—		200		930,137	13.4%
Communications Equipment		14,322		20,795		—		—		—		35,117	0.5%
Construction & Engineering		88,288		—		—		—		34		88,322	1.3%
Construction Materials		4,630		—		—		—		—		4,630	0.1%
Consumer Finance		88,142		—		—		—		—		88,142	1.3%
Consumer Staples Distribution & Retail		242,660		—		—		—		—		242,660	3.5%
Containers & Packaging		62,875		—		—		—		—		62,875	0.9%
Distributors		94,644		—		—		—		—		94,644	1.4%
Diversified Consumer Services		422,896		—		—		—		—		422,896	6.2%
Electric Utilities		165,914		—		—		—		—		165,914	2.4%
Electrical Equipment		99,597		—		—		—		—		99,597	1.4%
Energy Equipment & Services		31,849		—		—		—		—		31,849	0.5%
Entertainment		89,328		—		—		—		—		89,328	1.3%
Financial Services		680,960		—		—		—		101		681,061	9.9%
Financing		13,286		—		—		—		—		13,286	0.2%
Food Products		3,682		—		—		—		141		3,823	0.1%
Ground Transportation		53,005		—		—		—		—		53,005	0.8%
Health Care Equipment & Supplies		158,910		—		—		—		—		158,910	2.3%
Health Care Providers & Services		899,650		—		—		3		—		899,653	13.0%

See notes to consolidated financial statements

45

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total		% of Net Assets
Health Care Technology		132,288		—		—		—		—		132,288	1.9%
Hotels, Restaurants & Leisure		362,457		—		93		—		—		362,550	5.3%
Household Durables		134,424		—		—		—		54		134,478	2.0%
Household Products		127,004		—		—		—		—		127,004	1.8%
Independent Power & Renewable Electricity Producers		49,567		—		—		—		—		49,567	0.7%
Insurance		503,973		—		—		—		—		503,973	7.3%
IT Services		331,098		—		—		—		—		331,098	4.8%
Leisure Products		302,267		—		—		—		—		302,267	4.4%
Life Sciences Tools & Services		25,755		—		—		—		—		25,755	0.4%
Machinery		329,482		—		—		—		—		329,482	4.8%
Marine Transportation		20,767		—		—		—		—		20,767	0.3%
Media		414,002		—		137		—		—		414,139	6.0%
Oil, Gas & Consumable Fuels		15,026		—		—		—		—		15,026	0.2%
Personal Care Products		279,417		—		—		—		—		279,417	4.1%
Pharmaceuticals		199,131		—		—		120		—		199,251	2.9%
Professional Services		348,609		—		—		—		—		348,609	5.1%
Real Estate Management & Development		132,885		—		—		—		—		132,885	1.9%
Semiconductors & Semiconductor Equipment		116,724		—		—		—		—		116,724	1.7%
Software		1,607,921		—		—		—		77		1,607,998	23.3%
Special Purpose Entity		6,725		—		—		—		—		6,725	0.1%
Specialty Retail		315,868		—		—		—		—		315,868	4.6%
Technology Hardware, Storage & Peripherals		65,304		—		—		—		—		65,304	1.0%
Textiles, Apparel & Luxury Goods		194,370		—		—		—		—		194,370	2.8%
Trading Companies & Distributors		24,869		—		—		—		—		24,869	0.4%
Transportation Infrastructure		32,679		—		—		—		—		32,679	0.5%
Total	$	11,011,201	$	20,795	$	230	$	123	$	721	$	11,033,070	160.5%
% of Net Assets		160.2%		0.3%		0.0%		0.0%		0.0%		160.5%

See notes to consolidated financial statements

46

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Industry Classification	Percentage of Total Investments (at Fair Value) as of June 30, 2024
Software	14.5%
Commercial Services & Supplies	8.4%
Health Care Providers & Services	8.2%
Financial Services	6.2%
Insurance	4.6%
Diversified Consumer Services	3.8%
Media	3.8%
Hotels, Restaurants & Leisure	3.3%
Professional Services	3.2%
IT Services	3.0%
Machinery	3.0%
Specialty Retail	2.9%
Leisure Products	2.7%
Personal Care Products	2.5%
Consumer Staples Distribution & Retail	2.2%
Automobile Components	2.1%
Pharmaceuticals	1.8%
Textiles, Apparel & Luxury Goods	1.8%
Electric Utilities	1.5%
Health Care Equipment & Supplies	1.4%
Capital Markets	1.3%
Household Durables	1.2%
Real Estate Management & Development	1.2%
Health Care Technology	1.2%
Household Products	1.2%
Building Products	1.1%
Semiconductors & Semiconductor Equipment	1.1%
Chemicals	0.9%
Aerospace & Defense	0.9%
Electrical Equipment	0.9%
Distributors	0.9%
Entertainment	0.8%
Construction & Engineering	0.8%
Consumer Finance	0.8%
Technology Hardware, Storage & Peripherals	0.6%
Containers & Packaging	0.6%
Biotechnology	0.5%
Ground Transportation	0.5%
Independent Power & Renewable Electricity Producers	0.4%
Communications Equipment	0.3%
Transportation Infrastructure	0.3%
Energy Equipment & Services	0.3%
Life Sciences Tools & Services	0.2%
Trading Companies & Distributors	0.2%
Banks	0.2%
Marine Transportation	0.2%
Asset Backed Securities	0.2%
Oil, Gas & Consumable Fuels	0.1%
Financing	0.1%
Special Purpose Entity	0.1%
Construction Materials	0.0%
Food Products	0.0%
	100.0%

See notes to consolidated financial statements

47

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(In thousands, except share data)

Geographic Region	June 30, 2024
United States	76.5%
Europe	11.2%
United Kingdom	10.0%
Australia	1.1%
Canada	0.8%
Asia	0.4%

See notes to consolidated financial statements

48

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Aerospace & Defense
MRO Holdings
MRO Holdings, Inc.	First Lien Secured Debt	S+576, 0.50% Floor	12/18/2028	$	4,836	$	4,836	$	4,848	(4)(8)(15)
		Total Aerospace & Defense				$	4,836	$	4,848
Air Freight & Logistics
Swissport
Radar Bidco S.a.r.l.	First Lien Secured Debt	E+725, 0.00% Floor	9/30/2027	€	85,000	$	80,719	$	91,724	(3)(4)(8) (9)(19)
		Total Air Freight & Logistics				$	80,719	$	91,724
Asset Backed Securities
Roaring Fork III-B
Roaring Fork III-B, LLC	First Lien Secured Debt	S+540, 0.00% Floor	7/16/2026	$	49,667	$	27,496	$	26,877	(4)(8)(9) (11)(15)(16)(27)
		Total Asset Backed Securities				$	27,496	$	26,877
Automobile Components
Mavis Tire Express Services
Mavis Tire Express Services Corp.	First Lien Secured Debt	S+411, 0.75% Floor	5/4/2028	$	23,509	$	23,437	$	23,583	(14)
		Total Automobile Components				$	23,437	$	23,583
Banks
Public Trust Advisors
Pinnacle Purchaser, LLC	First Lien Secured Debt	S+575, 1.00% Floor	12/28/2029	$	4,531	$	4,441	$	4,441	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	12/29/2029		469		100		100	(4)(9)(11) (15)(27)
		Total Banks				$	4,541	$	4,541
Biotechnology
Azurity Pharmaceuticals
Azurity Pharmaceuticals, Inc.	First Lien Secured Debt	S+673, 0.75% Floor	9/20/2027	$	59,464	$	58,101	$	57,606	(14)
		Total Biotechnology				$	58,101	$	57,606
Building Products
Reliable Doors
Reliable Doors, LLC	First Lien Secured Debt	S+625, 1.00% Floor	10/4/2028	$	9,421	$	7,469	$	7,444	(4)(9)(14) (15)(27)
	First Lien Secured Debt - Revolver	S+625, 1.00% Floor	10/4/2028		568		103		102	(4)(9)(11) (14)(27)
							7,572		7,546
US LBM
LBM Acquisition, LLC	First Lien Secured Debt	S+385, 0.75% Floor	12/17/2027		15,356		15,134		15,209	(14)

49

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Capital Markets
Arrowhead Engineered Products
Arrowhead Holdco Company	First Lien Secured Debt	S+465, 0.75% Floor	8/31/2028	$	9,825	$	9,825	$	9,358	(4)(15)
Edelman Financial Services
The Edelman Financial Engines Centre, LLC	First Lien Secured Debt	S+361, 0.75% Floor	4/7/2028		24,754		24,771		24,820	(14)
True Potential
Kane Bidco Limited	First Lien Secured Debt - Corporate Bond	SONIA+625, 0.00% Floor	2/15/2028	£	69,000		86,133		87,196	(3)(4)(8) (9)(17)
	First Lien Secured Debt - Corporate Bond	6.50%	2/15/2027	£	2,000		2,324		2,390	(3)(8)(9)
	First Lien Secured Debt - Corporate Bond	5.00%	2/15/2027	€	1,000		1,075		1,065	(3)(8)(9)
							89,532		90,651
		Total Capital Markets				$	124,128	$	124,829
Chemicals
AOC
LSF11 A5 HoldCo LLC	First Lien Secured Debt	S+435, 0.50% Floor	10/15/2028	$	19,235	$	18,912	$	19,323	(14)(15)
	First Lien Secured Debt	S+361, 0.50% Floor	10/15/2028		15,269		15,250		15,327	(14)(15)
							34,162		34,650
Heubach
Heubach Holdings USA LLC	First Lien Secured Debt	S+1000 (includes 2.00% PIK)	4/30/2024		1,648		1,388		1,372	(4)(8)(15)
SK Neptune Husky Group Sarl	First Lien Secured Debt	S+515, 0.50% Floor	1/3/2029		9,540		9,497		4,055	(8)(16)(24)
							10,885		5,427
RMC
RMC Topco LLC	Common Equity - Equity Unit	N/A	N/A		100 Shares		100		102	(4)(9)
Rochester Midland Corporation	First Lien Secured Debt	S+600, 1.00% Floor	8/1/2029		17,898		5,433		5,396	(4)(9)(11) (14)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	8/1/2029		1,990		(46)		(35)	(4)(5)(9) (11)(27)
							5,487		5,463
Solenis
Olympus Water US Holding Corporation	First Lien Secured Debt	S+460, 0.50% Floor	11/9/2028		17,051		16,729		17,097	(15)
	First Lien Secured Debt	S+500, 0.50% Floor	11/9/2028		6,801		6,485		6,849	(15)
							23,214		23,946
Vita Global
Vita Global FinCo Limited	First Lien Secured Debt	SONIA+700, 0.00% Floor	7/6/2027	£	17,150		23,233		21,204	(3)(4)(8) (17)
W.R. Grace
W.R. Grace Holdings LLC	First Lien Secured Debt	S+401, 0.50% Floor	9/22/2028		5,922		5,918		5,950	(15)
		Total Chemicals				$	102,899	$	96,640

50

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Commercial Services & Supplies
Allied Universal
Allied Universal Holdco LLC	First Lien Secured Debt	S+475, 0.50% Floor	5/12/2028	$	24,938	$	24,242	$	24,994	(14)
	First Lien Secured Debt	S+385, 0.50% Floor	5/12/2028		11,969		11,851		11,938	(14)
							36,093		36,932
Avenu Insights
ACP Avenu Buyer, LLC	First Lien Secured Debt	S+625, 1.00% Floor	10/2/2029		8,929		6,048		6,041	(4)(9)(11) (15)(27)
	First Lien Secured Debt - Revolver	S+625, 1.00% Floor	10/2/2029		1,071		(28)		(29)	(4)(5)(9) (11)(27)
							6,020		6,012
BDO USA
BDO USA, P.A.	First Lien Secured Debt	S+600, 2.00% Floor	8/31/2028		196,243		192,524		192,319	(4)(9)(14)
Beeline
IQN Holding Corp.	First Lien Secured Debt	S+525, 0.75% Floor	5/2/2029		71,509		64,275		64,768	(4)(11)(15) (27)
	First Lien Secured Debt - Revolver	S+525, 0.75% Floor	5/2/2028		5,134		(37)		—	(4)(11)(27)
							64,238		64,768
Eiffel
Equipe Holdings 3 B.V.	First Lien Secured Debt	E+700, 0.00% Floor	12/19/2029	€	15,000		15,665		16,062	(3)(4)(8) (9)(19)
Fortis Fire
Fortis Fire & Safety Holdings LP	Common Equity - Equity Unit	N/A	N/A		9 Shares		90		92	(4)(9)
Fortis Fire & Safety Inc.	First Lien Secured Debt	S+600, 1.00% Floor	7/21/2029		4,461		828		834	(4)(9)(11) (15)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	7/21/2029		446		79		84	(4)(9)(11) (15)(27)
							997		1,010
HKA
Mount Olympus Bidco Limited	First Lien Secured Debt	S+575, 0.50% Floor	8/9/2029		18,465		18,107		17,911	(4)(8)(9) (15)(27)
	First Lien Secured Debt	S+650, 0.50% Floor	8/9/2029		2,015		532		507	(4)(8)(9) (11)(15)(27)
							18,639		18,418
Ironclad
Ironhorse Purchaser, LLC	First Lien Secured Debt	S+676, 1.00% Floor	9/30/2027		4,517		2,978		2,977	(4)(9)(11) (15)(27)
	First Lien Secured Debt - Revolver	S+676, 1.00% Floor	9/30/2027		483		268		268	(4)(9)(11) (15)(27)
							3,246		3,245

51

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
LABL
LABL, Inc.	First Lien Secured Debt	S+510, 0.50% Floor	10/29/2028		18,064		17,748		17,374	(14)
Liberty Tire Recycling
LTR Intermediate Holdings, Inc.	First Lien Secured Debt	S+461, 1.00% Floor	5/5/2028		12,868		12,571		11,983	(14)
Profile Products
Profile Products LLC	First Lien Secured Debt	S+560, 0.75% Floor	11/12/2027		4,913		4,913		4,913	(4)(15)
QA Group
Ichnaea UK Bidco Limited	First Lien Secured Debt	SONIA+600, 0.00% Floor	10/5/2029	£	31,000		36,535		38,329	(3)(4)(8) (9)(17)
R.R. Donnelley
R. R. Donnelley & Sons Company	First Lien Secured Debt	S+735, 0.75% Floor	3/17/2028		123,920		120,663		124,214	(9)(14)
SafetyCo
HEF Safety Ultimate Holdings, LLC	First Lien Secured Debt	S+575, 1.00% Floor	11/17/2029		13,548		10,347		10,343	(4)(9)(11) (15)(27)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	11/17/2029		1,452		351		351	(4)(9)(11) (15)(27)
							10,698		10,694
SAVATREE
CI (Quercus) Intermediate Holdings, LLC	First Lien Secured Debt	S+540, 0.75% Floor	10/12/2028		17,410		17,204		17,138	(4)(15)
	First Lien Secured Debt - Revolver	S+540, 0.75% Floor	10/12/2028		2,273		95		101	(4)(11)(14) (27)
							17,299		17,239
Smith System
Smith Topco, Inc.	First Lien Secured Debt	S+600, 1.00% Floor	11/6/2029		13,308		13,014		13,009	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	11/6/2029		1,692		(37)		(38)	(4)(5)(9) (11)(27)
							12,977		12,971
Tranzonic
TZ Buyer LLC	First Lien Secured Debt	S+610, 0.75% Floor	8/14/2028		29,186		28,215		28,602	(4)(9)(14)
	First Lien Secured Debt - Revolver	S+610, 0.75% Floor	8/14/2028		606		140		139	(4)(9)(11) (14)(27)
TZ Parent LLC	Common Equity - Equity Unit	N/A	N/A		50 Shares		50		66	(4)(9)
							28,405		28,807
United Site Services
PECF USS Intermediate Holding III Corporation	First Lien Secured Debt	S+451, 0.50% Floor	12/15/2028		22,273		22,340		17,497	(15)
		Total Commercial Services & Supplies				$	621,571	$	622,787
Communications Equipment
MCA
Mobile Communications America, Inc.	First Lien Secured Debt	S+600, 1.00% Floor	10/16/2029	$	11,141	$	8,185	$	8,179	(4)(9)(11) (15)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	10/16/2029		1,359		(33)		(34)	(4)(5)(9) (11)(27)

52

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Mitel Networks
MLN US Holdco LLC	First Lien Secured Debt	S+644, 1.00% Floor	10/18/2027		6,395		6,201		6,123	(4)(8)(15)
	Second Lien Secured Debt	S+670, 1.00% Floor	10/18/2027		38,156		39,474		28,808	(4)(8)(15)
							45,675		34,931
		Total Communications Equipment				$	53,827	$	43,076
Construction & Engineering
Pave America
Pave America Interco, LLC	First Lien Secured Debt	S+690, 1.00% Floor	2/7/2028	$	33,867	$	32,977	$	32,852	(4)(9)(15) (16)
	First Lien Secured Debt - Revolver	S+690, 1.00% Floor	2/7/2028		2,605		(66)		(78)	(4)(5)(9) (11)(27)
							32,911		32,774
Trench Plate Rental Co.
Trench Plate Rental Co.	First Lien Secured Debt	S+560, 1.00% Floor	12/3/2026		44,773		44,268		44,101	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+560, 1.00% Floor	12/3/2026		4,545		1,433		1,409	(4)(9)(11) (15)(27)
Trench Safety Solutions Holdings, LLC	Common Equity - Equity Unit	N/A	N/A		331 Shares		50		50	(4)(9)
							45,751		45,560
		Total Construction & Engineering				$	78,662	$	78,334
Construction Materials
Volunteer Materials
Volunteer AcquisitionCo, LLC	First Lien Secured Debt	S+650, 1.00% Floor	9/1/2029	$	4,233	$	3,757	$	3,749	(4)(9)(11) (14)(27)
	First Lien Secured Debt - Revolver	S+650, 1.00% Floor	9/1/2029		758		(18)		(19)	(4)(5)(9) (11)(27)
		Total Construction Materials				$	3,739	$	3,730
Consumer Finance
American Express GBT
GBT Group Services B.V.	First Lien Secured Debt	S+610, 1.00% Floor	12/16/2026	$	31,000	$	31,051	$	31,078	(8)(15)
		Total Consumer Finance				$	31,051	$	31,078
Consumer Staples Distribution & Retail
ASDA
Bellis Acquisition Company PLC	First Lien Secured Debt	SONIA+675, 0.00% Floor	10/26/2029	£	97,403	$	114,147	$	119,536	(3)(4)(8) (9)(17)
	First Lien Secured Debt	E+275, 0.00% Floor	2/16/2026	€	5,000		5,199		5,497	(3)(8)(9) (20)
	First Lien Secured Debt - Corporate Bond	3.25%	2/16/2026	£	1,729		1,899		2,050	(3)(8)(9)
							121,245		127,083
Patriot Pickle
Patriot Foods Buyer, Inc.	First Lien Secured Debt	S+600, 1.00% Floor	12/22/2029		9,068		6,428		6,427	(4)(9)(11) (15)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	12/22/2029		932		(19)		(19)	(4)(5)(9) (11)(27)
							6,409		6,408

53

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Rise and Brill
Ultimate Baked Goods Midco LLC	First Lien Secured Debt	S+560, 1.00% Floor	8/13/2027		32,425		31,976		31,786	(4)(9)(14)
	First Lien Secured Debt	S+635, 1.00% Floor	8/13/2027		8,216		8,022		8,207	(4)(9)(14)
	First Lien Secured Debt - Revolver	S+660, 1.00% Floor	8/13/2027		1,016		(33)		(1)	(4)(5)(9) (11)(27)
							39,965		39,992
		Total Consumer Staples Distribution & Retail				$	167,619	$	173,483
Containers & Packaging
BOX Partners
Bp Purchaser LLC	First Lien Secured Debt	S+576, 0.75% Floor	12/11/2028	$	7,369	$	7,369	$	7,369	(4)(15)
Tekni-Plex
Trident TPI Holdings, Inc.	First Lien Secured Debt	S+426, 0.50% Floor	9/15/2028		25,574		25,557		25,536	(15)
	First Lien Secured Debt	S+525, 0.50% Floor	9/15/2028		2,992		2,933		3,007	(15)
							28,490		28,543
		Total Containers & Packaging				$	35,859	$	35,912
Diversified Consumer Services
2U
2U, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	12/28/2026	$	16,349	$	15,690	$	15,001	(8)(16)
Accelerate Learning
Eagle Purchaser, Inc.	First Lien Secured Debt	S+675, 1.00% Floor	3/22/2030		25,897		20,208		20,651	(4)(9)(11) (15)(27)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	3/22/2029		3,947		1,474		1,510	(4)(9)(11) (15)(27)
							21,682		22,161
Greencross
Vermont Aus Pty Ltd	First Lien Secured Debt	S+565, 0.75% Floor	3/23/2028		111,925		109,762		110,526	(4)(8)(9) (15)
	First Lien Secured Debt	BBSW+575, 0.75% Floor	3/23/2028	A$	9,825		7,146		6,645	(3)(4)(8) (9)(18)
							116,908		117,171
Houghton Mifflin
Houghton Mifflin Harcourt Company	First Lien Secured Debt	S+535, 0.50% Floor	4/9/2029		44,395		42,536		43,658	(14)
SERVPRO
One Silver Serve, LLC	First Lien Secured Debt	S+600, 1.00% Floor	12/18/2028		40,583		21,033		21,006	(4)(15)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	12/18/2028		4,817		1,277		1,276	(4)(15)(27)
							22,310		22,282
		Total Diversified Consumer Services				$	219,126	$	220,273

54

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Electric Utilities
Congruex
Congruex Group LLC	First Lien Secured Debt	S+590, 0.75% Floor	5/3/2029	$	29,550	$	28,940	$	28,737	(4)(9)(15)
		Total Electric Utilities				$	28,940	$	28,737
Electrical Equipment
Antylia Scientific
CPI Buyer, LLC	First Lien Secured Debt	S+576, 0.75% Floor	11/1/2028	$	34,169	$	34,165	$	33,827	(4)(15)
	First Lien Secured Debt - Revolver	S+576, 0.75% Floor	10/30/2026		3,346		—		(33)	(4)(5)(11) (27)
							34,165		33,794
International Wire Group
IW Buyer LLC	First Lien Secured Debt	S+685, 1.00% Floor	6/28/2029		16,770		16,297		16,434	(4)(9)(14)
	First Lien Secured Debt - Revolver	S+685, 1.00% Floor	6/28/2029		3,146		(87)		(63)	(4)(5)(9) (11)(27)
							16,210		16,371
Trescal
Ruler Bidco S.A R.L.	First Lien Secured Debt	E+650, 0.00% Floor	5/2/2030	€	39,482		34,723		34,813	(3)(4)(8) (9)(11)(19)(27)
	First Lien Secured Debt	S+650, 0.50% Floor	5/2/2030		11,498		11,176		11,268	(4)(8)(9) (15)
							45,899		46,081
		Total Electrical Equipment				$	96,274	$	96,246
Energy Equipment & Services
Camin Cargo
Camin Cargo Control Holdings, Inc.	First Lien Secured Debt	S+600, 1.00% Floor	12/6/2029	$	36,269	$	30,781	$	30,776	(4)(9)(11) (14)(27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	12/6/2029		4,731		(105)		(106)	(4)(5)(9) (11)(27)
		Total Energy Equipment & Services				$	30,676	$	30,670

55

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Entertainment
Chernin Entertainment
Jewel Purchaser, Inc.	First Lien Secured Debt	S+560, 0.50% Floor	7/1/2027	$	90,496	$	88,599	$	90,496	(4)(9)(15)
		Total Entertainment				$	88,599	$	90,496
Financial Services
Acuity
Trident Bidco Limited	First Lien Secured Debt	S+500, 0.00% Floor	6/7/2029	$	101,619	$	100,114	$	100,857	(4)(8)(9) (13)
Paymentsense
Hurricane Cleanco Limited	First Lien Secured Debt	12.50% (includes 6.25% PIK)	11/22/2029	£	47,000		55,127		57,812	(3)(4)(8) (9)
PIB
Paisley Bidco Limited	First Lien Secured Debt	E+675, 0.00% Floor	3/17/2028	£	22,500		13,276		13,895	(3)(4)(8) (11)(19)(27)
Stretto
Stretto, Inc.	First Lien Secured Debt	S+600, 1.00% Floor	10/13/2028		135,000		132,390		132,300	(4)(9)(15)
VEPF VII
VEPF VII Holdings, L.P.	First Lien Secured Debt	S+450 PIK	2/28/2028		19,294		19,216		19,306	(4)(8)(15)
		Total Financial Services				$	320,123	$	324,170
Food Products
Nutpods
Green Grass Foods, Inc.	First Lien Secured Debt	S+650, 1.00% Floor	12/26/2029	$	3,750	$	3,675	$	3,675	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+650, 1.00% Floor	12/26/2029		1,250		(25)		(25)	(4)(5)(9) (11)(27)
Nutpods Holdings, Inc.	Common Equity - Stock	N/A	N/A		125 Shares		125		125	(4)(9)
		Total Food Products				$	3,775	$	3,775
Ground Transportation
Boasso
Channelside AcquisitionCo, Inc.	First Lien Secured Debt	S+675, 1.00% Floor	6/30/2028	$	31,857	$	30,255	$	30,562	(4)(9)(11) (14)(27)
	First Lien Secured Debt	S+550, 1.00% Floor	6/30/2028		4,000		(18)		(60)	(4)(5)(9) (11)(27)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	7/1/2026		2,917		(75)		(44)	(4)(5)(9) (11)(27)
							30,162		30,458
Transportation Insight
TI Intermediate Holdings, LLC	First Lien Secured Debt	S+460, 1.00% Floor	12/18/2024		7,387		7,387		7,239	(15)
		Total Ground Transportation				$	37,549	$	37,697

56

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Health Care Equipment & Supplies
Catalent
Catalent Pharma Solutions, Inc.	First Lien Secured Debt	S+300, 0.50% Floor	2/22/2028	$	9,000	$	8,933	$	9,023	(8)(14)
Corpuls
Heartbeat BidCo GmbH	First Lien Secured Debt	E+700, 0.50% Floor	6/28/2030	€	20,000		21,413		21,803	(3)(4)(8) (9)(19)
TerSera Therapeutics
TerSera Therapeutics LLC	First Lien Secured Debt	S+675, 1.00% Floor	4/4/2029		13,860		13,482		13,756	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	4/4/2029		1,140		(30)		(9)	(4)(5)(9) (11)(27)
							13,452		13,747
Treace Medical Concepts
Treace Medical Concepts, Inc.	First Lien Secured Debt	S+610, 1.00% Floor	4/1/2027		17,500		7,266		7,074	(4)(8)(9) (15)(25)(27)
	First Lien Secured Debt - Revolver	S+410, 1.00% Floor	4/1/2027		1,500		200		178	(4)(8)(9) (11)(15)(25)(27)
							7,466		7,252
Zest Dental Solutions
Zest Acquisition Corp.	First Lien Secured Debt	S+550, 0.00% Floor	2/8/2028		11,880		11,373		11,650	(14)
		Total Health Care Equipment & Supplies				$	62,637	$	63,475
Health Care Providers & Services
Advarra
Advarra Holdings, Inc.	First Lien Secured Debt	S+525, 0.75% Floor	8/24/2029	$	198,166	$	178,701	$	180,599	(4)(9)(11) (14)(27)
Affordable Care
ACI Group Holdings, Inc.	First Lien Secured Debt	S+560, 0.75% Floor	8/2/2028		4,949		4,949		4,850	(4)(14)
Allied Benefit Systems
Allied Benefit Systems Intermediate LLC	First Lien Secured Debt	S+525, 0.75% Floor	10/31/2030		93,000		77,354		77,331	(4)(9)(11) (15)(27)
Athenahealth
Athenahealth Group Inc.	First Lien Secured Debt	S+325, 0.50% Floor	2/15/2029		34,459		33,764		34,356	(14)(15)
CNSI
Acentra Holdings, LLC	First Lien Secured Debt	S+650, 0.50% Floor	12/15/2028		35,640		34,559		34,927	(4)(9)(15)
	First Lien Secured Debt	S+575, 0.50% Floor	12/17/2028		2,964		2,905		2,905	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+650, 0.50% Floor	12/17/2027		4,000		1,355		1,387	(4)(9)(11) (15)(27)
							38,819		39,219
CoreTrust
Coretrust Purchasing Group LLC	First Lien Secured Debt	S+675, 0.75% Floor	10/1/2029		36,938		31,299		31,093	(4)(11)(14) (27)
	First Lien Secured Debt - Revolver	S+675, 0.75% Floor	10/1/2029		4,737		(117)		(142)	(4)(5)(11) (27)
							31,182		30,951

57

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Dental Care Alliance
DCA Investment Holding LLC	First Lien Secured Debt	S+641, 0.75% Floor	4/3/2028		2,452		2,452		2,452	(4)(15)
Eating Recovery Center
ERC Topco Holdings, LLC	First Lien Secured Debt	S+576, 0.75% Floor	11/10/2028		35,301		35,301		32,654	(15)
	First Lien Secured Debt - Revolver	S+576, 0.75% Floor	11/10/2027		3,195		1,385		1,045	(11)(15) (27)
							36,686		33,699
Gainwell
Gainwell Acquisition Corp.	First Lien Secured Debt	S+410, 0.75% Floor	10/1/2027		32,790		31,965		31,970	(15)
Gateway Services
Gateway US Holdings, Inc.	First Lien Secured Debt	S+665, 0.75% Floor	9/22/2026		92,407		91,962		91,946	(4)(15)
	First Lien Secured Debt - Revolver	S+665, 0.75% Floor	9/22/2026		2,629		(8)		(13)	(4)(5)(11) (27)
							91,954		91,933
Medical Solutions
Medical Solutions Holdings, Inc.	First Lien Secured Debt	S+335, 0.50% Floor	11/1/2028		8,972		8,717		8,448	(14)
Omega Healthcare
OMH-Healthedge Holdings, Inc.	First Lien Secured Debt	S+600, 1.00% Floor	10/8/2029		108,271		105,636		105,564	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	10/8/2029		11,729		(282)		(293)	(4)(5)(9) (11)(27)
							105,354		105,271
Practice Plus Group
Practice Plus Group Bidco Limited / Practice Plus Group Holdings Limited	First Lien Secured Debt	SONIA+625, 0.50% Floor	11/2/2029	£	10,000		11,609		12,651	(3)(4)(8) (9)(17)
Public Partnerships
PPL Acquisition LLC	First Lien Secured Debt	S+635, 0.75% Floor	7/1/2028		8,612		8,424		8,440	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+635, 0.75% Floor	7/1/2028		1,000		(15)		(20)	(4)(5)(9) (11)(27)
PPL Equity LP	Preferred Equity - Preferred Stocks	N/A	N/A		50,000 Shares		50		33	(4)(9)
	Preferred Equity - Equity Unit	N/A	N/A		50,000 Shares		50		—	(4)(9)
							8,509		8,453
R1 RCM
R1 RCM Inc.	First Lien Secured Debt	S+325, 0.00% Floor	6/21/2029		5,500		5,433		5,511	(8)(14)
Smile Brands
Smile Brands Inc.	First Lien Secured Debt	S+461, 0.75% Floor	10/12/2027		7,368		7,368		7,036	(4)(15)
Team Select
TS Investors, LLC	First Lien Secured Debt	S+660, 1.00% Floor	5/4/2029		9,223		7,511		7,653	(4)(9)(11) (14)(27)
	First Lien Secured Debt - Revolver	S+660, 1.00% Floor	5/4/2029		739		(20)		(7)	(4)(5)(9) (11)(27)
							7,491		7,646

58

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Thrive Pet Healthcare
Pathway Vet Alliance LLC	First Lien Secured Debt	S+386, 0.00% Floor	3/31/2027		25,588		25,551		22,626	(14)(15)
Tivity Health
Tivity Health, Inc.	First Lien Secured Debt	S+600, 0.75% Floor	6/28/2029		113,563		112,116		112,143	(4)(9)(15)
US Fertility
US Fertility Enterprises, LLC	First Lien Secured Debt	S+660, 1.00% Floor	12/21/2027		10,927		10,684		10,763	(4)(9)(14) (15)
	First Lien Secured Debt - Revolver	S+635, 1.00% Floor	12/21/2027		130		58		57	(4)(9)(11) (15)(27)
							10,742		10,820
		Total Health Care Providers & Services				$	830,716	$	827,965
Health Care Technology
Clario
eResearchTechnology, Inc.	First Lien Secured Debt	S+461, 1.00% Floor	2/4/2027	$	19,975	$	19,433	$	19,980	(14)
Wellsky
Project Ruby Ultimate Parent Corp.	First Lien Secured Debt	S+586, 0.75% Floor	3/10/2028		52,831		51,561		52,831	(4)(14)
		Total Health Care Technology				$	70,994	$	72,811
Hotels, Restaurants & Leisure
Delivery Hero
Delivery Hero Finco Germany GmbH	First Lien Secured Debt	E+575, 0.00% Floor	8/12/2027	€	79,000	$	82,558	$	86,776	(3)(4)(8) (9)(20)
Norwegian Cruise Line
NCL Corporation Ltd.	First Lien Secured Debt - Corporate Bond	9.75%	2/22/2028		19,223		19,057		20,421	(4)(8)(9)
PARS
PARS Group LLC	First Lien Secured Debt	S+685, 1.50% Floor	4/3/2028		9,932		8,869		8,831	(4)(9)(14) (27)
Sky Zone
CircusTrix Holdings LLC	First Lien Secured Debt	S+675, 1.00% Floor	7/18/2028		14,162		12,240		12,337	(4)(9)(11) (14)(27)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	7/18/2028		806		(18)		(12)	(4)(5)(9) (11)(27)
							12,222		12,325
		Total Hotels, Restaurants & Leisure				$	122,706	$	128,353
Household Durables
Ergotron
Ergotron Acquisition, LLC	First Lien Secured Debt	S+586, 0.75% Floor	7/6/2028	$	9,826	$	9,668	$	9,703	(4)(14)
Ergotron Investments, LLC	Common Equity - Equity Unit	N/A	N/A		500 Shares		50		60	(4)
							9,718		9,763

59

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
HOV
K Hovnanian Enterprises Inc	First Lien Secured Debt - Revolver	S+450, 3.00% Floor	6/30/2026		70,000		(3,845)		(4,200)	(4)(5)(8) (9)(11)(27)
	First Lien Secured Debt - Corporate Bond	8.00%	9/30/2028		2,000		1,981		1,980	(4)(8)(9)
	First Lien Secured Debt - Corporate Bond	11.75%	9/30/2029		2,000		1,947		1,945	(4)(8)(9)
							83		(275)	(5)
		Total Household Durables				$	9,801	$	9,488
Household Products
Advantice Health
Jazz AH Holdco, LLC	First Lien Secured Debt	S+510, 0.75% Floor	4/3/2028	$	9,110	$	7,110	$	6,929	(4)(11)(16) (27)
	First Lien Secured Debt - Revolver	S+510, 0.75% Floor	4/3/2028		800		209		204	(4)(11)(16) (27)
		Total Household Products				$	7,319	$	7,133
Independent Power & Renewable Electricity Producers
Esdec
Esdec Solar Group B.V.	First Lien Secured Debt	E+600, 0.50% Floor	8/30/2028	€	64,878	$	53,388	$	52,250	(3)(4)(8) (9)(11)(19)(27)
		Total Independent Power & Renewable Electricity Producers				$	53,388	$	52,250
Insurance
Alera Group
Alera Group, Inc.	First Lien Secured Debt	S+660, 0.75% Floor	10/2/2028	$	39,578	$	35,528	$	36,179	(4)(9)(11) (14)(27)
	First Lien Secured Debt	S+610, 0.75% Floor	10/2/2028		16,437		16,103		16,437	(4)(9)(14)
	First Lien Secured Debt	S+585, 0.75% Floor	10/2/2028		39,614		(193)		(396)	(4)(5)(9) (11)(27)
							51,438		52,220
April
Athena Bidco S.A.S.	First Lien Secured Debt	E+650, 0.00% Floor	4/18/2030	€	20,000		17,941		18,204	(3)(4)(8) (9)(11)(19)(20)(27)
	First Lien Secured Debt - Delayed Draw Note	E+650, 0.00% Floor	4/18/2030	€	10,000		10,653		10,846	(3)(4)(8) (9)
	First Lien Secured Debt - Delayed Draw Note	E+625, 0.00% Floor	4/18/2030	€	7,462		(79)		(144)	(3)(4)(5) (8)(9)(11)(27)
							28,515		28,906
Asurion
Asurion, LLC	First Lien Secured Debt	S+336, 0.00% Floor	7/31/2027		22,490		22,378		22,358	(14)(15)
	First Lien Secured Debt	S+336, 0.00% Floor	12/23/2026		12,420		12,171		12,413	(14)
							34,549		34,771
Higginbotham
Higginbotham Insurance Agency, Inc.	First Lien Secured Debt	S+560, 1.00% Floor	11/24/2028		40,097		33,137		33,268	(4)(11)(14) (27)
	First Lien Secured Debt	S+560, 1.00% Floor	11/25/2026		5,740		5,740		5,740	(4)(14)
							38,877		39,008

60

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Howden Group
Hyperion Refinance Sarl	First Lien Secured Debt	S+525, 0.75% Floor	11/12/2027		72,983		71,781		72,983	(4)(8)(14)
Patriot Growth Insurance Services
Patriot Growth Insurance Services, LLC	First Lien Secured Debt	S+565, 0.75% Floor	10/16/2028		32,142		32,142		32,142	(4)(15)
	First Lien Secured Debt	S+575, 0.75% Floor	10/16/2028		6,000		361		420	(4)(11)(15) (27)
	First Lien Secured Debt - Revolver	S+565, 0.75% Floor	10/16/2028		2,311		—		—	(4)(11)(27)
							32,503		32,562
Risk Strategies
RSC Acquisition Inc	First Lien Secured Debt	S+565, 0.75% Floor	11/1/2029		47,531		47,402		47,169	(4)(15)
	First Lien Secured Debt	S+600, 0.75% Floor	11/1/2029		7,000		1,184		1,265	(4)(11)(15) (27)
	First Lien Secured Debt - Revolver	S+565, 0.75% Floor	11/1/2029		900		(3)		(7)	(4)(5)(11) (27)
							48,583		48,427
Safe-Guard
SG Acquisition, Inc.	First Lien Secured Debt	S+610, 0.50% Floor	1/27/2027		90,168		88,629		88,815	(4)(9)(15)
		Total Insurance				$	394,875	$	397,692
IT Services
Anaplan
Anaplan, Inc.	First Lien Secured Debt	S+650, 0.75% Floor	6/21/2029	$	146,692	$	144,226	$	147,425	(4)(15)
	First Lien Secured Debt - Revolver	S+650, 0.75% Floor	6/21/2028		9,073		(136)		—	(4)(11)(27)
							144,090		147,425
Genesys Cloud
Greeneden U.S. Holdings II, LLC	First Lien Secured Debt	S+411, 0.75% Floor	12/1/2027		11,184		11,204		11,241	(14)
Peraton
Peraton Corp.	First Lien Secured Debt	S+385, 0.75% Floor	2/1/2028		27,661		27,674		27,765	(14)
Vensure
Vensure Employer Services, Inc.	First Lien Secured Debt	S+525, 0.75% Floor	3/29/2027		39,988		4,540		4,277	(4)(11)(15) (27)
Version 1
Investment Company 24 Bidco Limited	First Lien Secured Debt	SONIA+540, 0.00% Floor	7/11/2029	£	6,559		7,638		8,277	(3)(4)(8) (9)(17)
	First Lien Secured Debt	E+540, 0.00% Floor	7/11/2029	€	4,029		3,964		4,404	(3)(4)(8) (9)(19)
	First Lien Secured Debt	SONIA+575, 0.00% Floor	7/11/2029	€	7,377		1,248		1,439	(3)(4)(8) (9)(11)(17)(27)
							12,850		14,120

61

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Virtusa
Virtusa Corporation	First Lien Secured Debt	S+385, 0.75% Floor	2/15/2029		7,897		7,822		7,918	(14)
Wood Mackenzie
Planet US Buyer LLC	First Lien Secured Debt	S+675, 0.75% Floor	2/1/2030		62,638		60,927		61,072	(4)(8)(9) (15)
	First Lien Secured Debt - Revolver	S+675, 0.75% Floor	2/1/2028		5,049		(124)		(126)	(4)(5)(8) (9)(11)(27)
							60,803		60,946
		Total IT Services				$	268,983	$	273,692
Leisure Products
Lime
Neutron Holdings, Inc.	First Lien Secured Debt	10.00%	9/30/2026	$	75,000	$	73,606	$	73,500	(4)(9)
Peloton
Peloton Interactive, Inc.	First Lien Secured Debt	S+710, 0.50% Floor	5/25/2027		4,962		4,936		4,998	(8)(16)
Varsity Brands
Hercules Achievement Inc / Varsity Brands Holding Co Inc	First Lien Secured Debt - Corporate Bond	S+650, 1.00% Floor	12/15/2026		139,500		137,501		137,408	(4)(9)(15)
Varsity Brands Holding Co., Inc.	First Lien Secured Debt	S+511, 1.00% Floor	12/15/2026		995		968		991	(9)(14)
							138,469		138,399
		Total Leisure Products				$	217,011	$	216,897
Machinery
Carlisle Fluid Technologies
LSF12 Donnelly Bidco, LLC	First Lien Secured Debt	S+650, 1.00% Floor	10/2/2029	$	14,963	$	14,599	$	14,588	(4)(9)(14)
Charter Next Generation
Charter Next Generation, Inc.	First Lien Secured Debt	S+386, 0.75% Floor	12/1/2027		12,815		12,856		12,890	(14)
Circor
Cube Industrials Buyer, Inc./Cube A&D Buyer Inc.	First Lien Secured Debt	S+600, 1.00% Floor	10/18/2030		93,017		90,737		90,692	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	10/18/2029		10,733		(258)		(268)	(4)(5)(9)(11) (27)
							90,479		90,424
JPW
JPW Industries Holding Corporation	First Lien Secured Debt	S+588, 2.00% Floor	11/22/2028		117,000		114,124		114,075	(4)(9)(15)
ProMach
Pro Mach Group, Inc.	First Lien Secured Debt	S+411, 1.00% Floor	8/31/2028		17,938		18,021		18,013	(14)(15)
		Total Machinery				$	250,079	$	249,990
Media
Accelerate360
Accelerate360 Holdings, LLC	First Lien Secured Debt	S+626, 1.00% Floor	2/11/2027	$	68,404	$	68,404	$	68,404	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+626, 1.00% Floor	2/11/2027		26,908		17,938		17,938	(4)(9)(11)(15) (27)
							86,342		86,342

62

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Advantage Sales
Advantage Sales & Marketing Inc.	First Lien Secured Debt	S+476, 0.75% Floor	10/28/2027		25,965		25,831		25,839	(8)(14)(15)
Associa
Associations Inc.	First Lien Secured Debt	S+426 Cash plus 2.50% PIK	7/2/2027		18,539		18,419		18,540	(4)(9)(15)
Charter Communications
CCO Holdings LLC / CCO Holdings Capital Corp	Unsecured Debt - Corporate Bond	4.75%	2/1/2032		10,500		9,489		9,253
Escalent
M&M OPCO, LLC	First Lien Secured Debt	S+810, 1.00% Floor	4/7/2029		9,452		9,193		9,240	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+810, 1.00% Floor	4/7/2029		476		(13)		(11)	(4)(5)(9)(11) (27)
							9,180		9,229
Gannett
Gannett Holdings, LLC	First Lien Secured Debt	S+511, 0.50% Floor	10/15/2026		51,807		51,658		50,868	(8)(14)
	First Lien Secured Debt - Corporate Bond	6.00%	11/1/2026		2,694		2,384		2,397	(8)
							54,042		53,265
Material+
Material Holdings, LLC	First Lien Secured Debt	S+610, 0.75% Floor	8/19/2027		7,368		7,368		7,276	(4)(15)
McGraw Hill
McGraw-Hill Education, Inc.	First Lien Secured Debt	S+486, 0.50% Floor	7/28/2028		25,837		24,863		25,845	(14)
		Total Media				$	235,534	$	235,589
Personal Care Products
Heat Makes Sense
Amika OpCo LLC	First Lien Secured Debt	S+575, 0.75% Floor	7/1/2029	$	35,000	$	34,309	$	35,000	(4)(9)(16)
	First Lien Secured Debt	S+540, 0.75% Floor	7/1/2029		7,842		7,708		7,764	(4)(9)(16)
	First Lien Secured Debt - Revolver	S+565, 0.75% Floor	7/1/2028		1,617		(25)		(16)	(4)(5)(9)(11) (27)
Ishtar Co-Invest-B LP	Common Equity - Stock	N/A	N/A		39 Shares		22		101	(4)(9)
Oshun Co-Invest-B LP	Common Equity - Stock	N/A	N/A		11 Shares		11		29	(4)(9)
							42,025		42,878
KDC
KDC/ONE Development Corporation, Inc.	First Lien Secured Debt	S+500, 0.00% Floor	8/15/2028		16,870		16,381		16,756	(8)(15)
Revlon
Revlon Intermediate Holdings IV LLC	First Lien Secured Debt - Revolver	P+350, 1.75% Floor	5/2/2026		110,000		5,133		5,056	(4)(9)(11)(23) (27)
		Total Personal Care Products				$	63,539	$	64,690

63

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Pharmaceuticals
Bausch Health
Bausch Health Companies Inc.	First Lien Secured Debt	S+535, 0.50% Floor	2/1/2027	$	45,996	$	43,497	$	37,573	(8)(14)
	First Lien Secured Debt - Corporate Bond	5.50%	11/1/2025		1,000		888		915	(8)
							44,385		38,488
Ceva
Financiere Mendel SASU	First Lien Secured Debt	S+425, 0.00% Floor	11/12/2030		8,750		8,663		8,776	(8)(15)
ExactCare
ExactCare Parent, Inc.	First Lien Secured Debt	S+650, 1.00% Floor	11/3/2029		40,574		39,480		39,458	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+650, 1.00% Floor	11/3/2029		4,426		(119)		(122)	(4)(5)(9)(11) (27)
							39,361		39,336
		Total Pharmaceuticals				$	92,409	$	86,600
Professional Services
EAB
EAB Global, Inc.	First Lien Secured Debt	S+350, 0.50% Floor	8/16/2028	$	19,949	$	19,756	$	19,949	(14)
Ingenovis Health
Ingenovis Health, Inc.	First Lien Secured Debt	S+435, 0.50% Floor	3/6/2028		4,962		4,799		4,826	(14)
	First Lien Secured Debt	S+386, 0.75% Floor	3/6/2028		3,085		2,982		3,004	(14)
							7,781		7,830
Kroll
Deerfield Dakota Holding, LLC	First Lien Secured Debt	S+375, 1.00% Floor	4/9/2027		31,759		31,630		31,521	(15)
VFS Global
Speed Midco 3 S.A R.L.	First Lien Secured Debt	E+640, 0.00% Floor	5/16/2029	€	111,776		114,400		123,395	(3)(4)(8)(9) (19)
	First Lien Secured Debt	SONIA+690, 0.00% Floor	5/16/2029	£	22,059		26,581		28,118	(3)(4)(8)(9) (17)
							140,981		151,513
		Total Professional Services				$	200,148	$	210,813
Real Estate Management & Development
3Phase Elevator
Polyphase Elevator Holding Company	First Lien Secured Debt	S+560, 1.00% Floor	6/23/2027	$	3,438	$	3,438	$	3,258	(4)(15)
Pritchard Industries
Pritchard Industries, LLC	First Lien Secured Debt	S+575, 0.75% Floor	10/13/2027		6,386		6,386		6,226	(4)(16)
Redfin
Redfin Corporation	First Lien Secured Debt	S+575, 1.50% Floor	10/20/2028		126,841		60,397		60,330	(4)(8)(9)(11) (15)(27)
		Total Real Estate Management & Development				$	70,221	$	69,814

64

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Semiconductors & Semiconductor Equipment
Wolfspeed
Wolfspeed, Inc.	First Lien Secured Debt - Corporate Bond	9.88%	6/23/2030	$	120,000	$	115,449	$	115,956	(4)(8)(9)
		Total Semiconductors & Semiconductor Equipment				$	115,449	$	115,956
Software
Accela
Accela, Inc.	First Lien Secured Debt	S+600, 0.75% Floor	9/3/2030	$	18,286	$	17,932	$	18,057	(4)(9)(14)
	First Lien Secured Debt - Revolver	S+600, 0.75% Floor	9/3/2030		1,714		(33)		(21)	(4)(5)(9)(11) (27)
							17,899		18,036
Access Group
Armstrong Bidco Limited	First Lien Secured Debt	SONIA+525, 0.00% Floor	6/28/2029	£	42,000		50,143		52,599	(3)(4)(8)(17)
Avalara
Avalara, Inc.	First Lien Secured Debt	S+725, 0.75% Floor	10/19/2028		136,364		133,460		137,045	(4)(15)
	First Lien Secured Debt - Revolver	S+725, 0.75% Floor	10/19/2028		13,636		(274)		—	(4)(11)(27)
							133,186		137,045
Certinia
Certinia Inc	First Lien Secured Debt	S+725, 1.00% Floor	8/3/2029		30,294		29,429		29,385	(4)(9)(16)
	First Lien Secured Debt - Revolver	S+725, 1.00% Floor	8/4/2029		4,039		(113)		(121)	(4)(5)(9)(11) (27)
							29,316		29,264
Citrix
Cloud Software Group, Inc.	First Lien Secured Debt	S+461, 0.50% Floor	9/29/2028		26,000		23,129		25,421	(15)
Consilio
Skopima Consilio Parent LLC	First Lien Secured Debt	S+450, 0.50% Floor	5/12/2028		25,000		24,526		24,911	(14)
Coupa Software
Coupa Software Incorporated	First Lien Secured Debt	S+750, 0.75% Floor	2/27/2030		60,220		53,959		54,381	(4)(9)(11)(14) (27)
	First Lien Secured Debt - Revolver	S+750, 0.75% Floor	2/27/2029		3,780		(81)		(76)	(4)(5)(9)(11) (27)
							53,878		54,305
DigiCert
Dcert Buyer, Inc.	First Lien Secured Debt	S+400, 0.00% Floor	10/16/2026		29,662		29,544		29,461	(14)(15)
Duck Creek Technologies
Disco Parent, LLC	First Lien Secured Debt	S+750, 1.00% Floor	3/30/2029		21,392		20,906		21,018	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+750, 1.00% Floor	3/30/2029		2,139		(47)		(37)	(4)(5)(9)(11) (27)
							20,859		20,981

65

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Flexera
Flexera Software LLC	First Lien Secured Debt	S+386, 0.75% Floor	3/3/2028		29,159		29,149		29,180	(14)
G2CI
Evergreen IX Borrower 2023, LLC	First Lien Secured Debt	S+600, 0.75% Floor	9/30/2030		91,272		89,048		88,991	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+600, 0.75% Floor	10/1/2029		10,071		(241)		(252)	(4)(5)(9)(11) (27)
							88,807		88,739
GTreasury
G Treasury SS LLC	First Lien Secured Debt	S+600, 1.00% Floor	6/29/2029		17,857		8,326		8,215	(4)(9)(11)(15) (27)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	6/29/2029		2,143		(39)		(43)	(4)(5)(9)(11) (27)
							8,287		8,172
Infoblox
Delta Topco, Inc.	First Lien Secured Debt	S+375, 0.75% Floor	12/1/2027		13,322		13,326		13,332	(16)
Instem
Ichor Management Limited	First Lien Secured Debt	S+550, 1.00% Floor	12/8/2029		9,278		9,048		9,046	(4)(8)(9)(15)
	First Lien Secured Debt	S+550, 0.00% Floor	12/8/2029	£	3,077		(48)		(49)	(3)(4)(5)(8) (9)(11)(27)
	First Lien Secured Debt - Revolver	S+550, 0.00% Floor	12/8/2029	£	1,477		(46)		(47)	(3)(4)(5)(8) (9)(11)(27)
							8,954		8,950
Medallia
Medallia, Inc.	First Lien Secured Debt	S+660 (includes 5.97% PIK)	10/29/2028		38,037		37,370		38,037	(4)(9)(15)
Mitchell
Mitchell International, Inc.	First Lien Secured Debt	S+386, 0.50% Floor	10/15/2028		20,000		19,529		20,020	(15)
New Relic
Crewline Buyer, Inc.	First Lien Secured Debt	S+675, 1.00% Floor	11/8/2030		41,900		40,867		40,852	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+675, 1.00% Floor	11/8/2030		4,365		(107)		(109)	(4)(5)(9)(11) (27)
							40,760		40,743
Ping Identity
Ping Identity Holding Corp.	First Lien Secured Debt	S+700, 0.75% Floor	10/17/2029		22,727		22,228		22,500	(4)(14)
	First Lien Secured Debt - Revolver	S+700, 0.75% Floor	10/17/2028		2,273		(46)		(23)	(4)(5)(11)(27)
							22,182		22,477
Relativity
Relativity ODA LLC	First Lien Secured Debt	S+660, 1.00% Floor	5/12/2027		29,262		28,455		28,823	(4)(14)
	First Lien Secured Debt - Revolver	S+660, 1.00% Floor	5/12/2027		2,500		(45)		(37)	(4)(5)(11)(27)
							28,410		28,786

66

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Solera
Polaris Newco, LLC	First Lien Secured Debt	S+411, 0.50% Floor	6/2/2028		49,438		49,277		48,839	(14)(15)
Stamps.com
Auctane, Inc.	First Lien Secured Debt	S+585, 0.75% Floor	10/5/2028		31,931		31,466		31,931	(4)(9)(15)
Zendesk
Zendesk, Inc.	First Lien Secured Debt	S+625, 0.75% Floor	11/22/2028		181,274		143,040		145,759	(4)(9)(11)(15) (27)
	First Lien Secured Debt - Revolver	S+625, 0.75% Floor	11/22/2028		14,624		(239)		—	(4)(9)(11)(27)
							142,801		145,759
		Total Software				$	902,798	$	916,988
Special Purpose Entity
48forty Solutions
Alpine Acquisition Corp II	First Lien Secured Debt	S+610, 1.00% Floor	11/30/2026	$	7,388	$	7,388	$	7,240	(4)(14)
		Total Special Purpose Entity				$	7,388	$	7,240
Specialty Retail
Carvana
Carvana Co.	First Lien Secured Debt - Corporate Bond	13.00% PIK	6/1/2030	$	18,406	$	18,777	$	15,542	(8)
	First Lien Secured Debt - Corporate Bond	12.00% PIK	12/1/2028		12,270		12,650		10,449	(8)
	First Lien Secured Debt - Corporate Bond	14.00% PIK	6/1/2031		11,781		12,010		10,093	(8)
							43,437		36,084
EG Group
EG Global Finance PLC	First Lien Secured Debt - Corporate Bond	S+750 (includes 6.43% PIK)	11/30/2028		113,000		108,555		108,480	(4)(8)(13)
Golden Hippo
Altern Marketing, LLC	First Lien Secured Debt	S+600, 2.00% Floor	6/13/2028		62,878		61,730		61,935	(4)(9)(15)
	First Lien Secured Debt - Revolver	S+600, 2.00% Floor	6/13/2028		9,422		(169)		(118)	(4)(5)(9)(11) (27)
							61,561		61,817
PetSmart
PetSmart LLC	First Lien Secured Debt	S+385, 0.75% Floor	2/11/2028		9,775		9,780		9,682	(14)
Village Pet Care
Village Pet Care, LLC	First Lien Secured Debt	S+650, 1.00% Floor	9/22/2029		4,545		1,397		1,341	(4)(9)(11)(15) (27)
	First Lien Secured Debt - Revolver	S+650, 1.00% Floor	9/22/2029		455		(9)		(11)	(4)(5)(9)(11) (27)
							1,388		1,330
		Total Specialty Retail				$	224,721	$	217,393

67

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry/Company	Investment Type	Interest Rate (12)	Maturity Date		Par/Shares (3)	Cost (28)		Fair Value (1)(29)
Technology Hardware, Storage & Peripherals
Forterro
Yellow Castle AB	First Lien Secured Debt	E+475, 0.00% Floor	7/9/2029	€	9,802	$	9,759	$	10,631	(3)(4)(8)(19)
	First Lien Secured Debt	SONIA+475, 0.00% Floor	7/9/2029	€	8,445		4,749		5,216	(3)(4)(8)(11) (17)(27)
	First Lien Secured Debt	SARON+475, 0.00% Floor	7/9/2029	₣	3,296		3,315		3,850	(3)(4)(8)(21)
	First Lien Secured Debt	STIBOR+475, 0.00% Floor	7/9/2029	kr	34,792		3,235		3,389	(3)(4)(8)(22)
		Total Technology Hardware, Storage & Peripherals				$	21,058	$	23,086
Textiles, Apparel & Luxury Goods
Authentic Brands
ABG Intermediate Holdings 2 LLC	First Lien Secured Debt	S+360, 0.50% Floor	12/21/2028	$	18,381	$	18,168	$	18,490	(14)(15)
Claire's
Claire's Stores, Inc.	First Lien Secured Debt	S+660, 0.00% Floor	12/18/2026		11,895		11,760		10,904	(14)
Gruppo Florence
Made in Italy 2 S.P.A.	First Lien Secured Debt - Corporate Bond	E+675, 0.00% Floor	10/17/2030	€	69,000		71,021		73,887	(3)(4)(8)(9) (19)
Iconix Brand Group
IBG Borrower LLC	First Lien Secured Debt	S+615, 1.00% Floor	8/22/2029		78,262		77,007		77,479	(4)(9)(15)
		Total Textiles, Apparel & Luxury Goods				$	177,956	$	180,760
Transportation Infrastructure
Alliance Ground International
AGI-CFI Holdings, Inc.	First Lien Secured Debt	S+590, 0.75% Floor	6/11/2027	$	17,218	$	17,069	$	17,046	(4)(15)(16)
		Total Transportation Infrastructure				$	17,069	$	17,046
		Total Investments before Cash Equivalents				$	6,683,052	$	6,719,588	(2)(6)(27)
State Street Institutional US Government Money Market Fund							55,000		55,000	(7)
		Total Investments after Cash Equivalents				$	6,738,052	$	6,774,588

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
Interest rate swap (b)	7.02%	ESTR+372	9/28/2026	€	90,000	Note 5
Interest rate swap (a)	8.54%	S+418	9/28/2026	$	226,000	Note 5
Interest rate swap (a)	8.62%	S+456	9/28/2028	$	325,000	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 5.33% on December 31, 2023.

(b)

Bears interest at a rate determined by 1 day Euro Short Term Rate. The interest rate locked two business days prior to settlement of the interest rate swaps. The 1 day Euro Short Term Rate is 3.85% on December 31, 2023.

Derivative Instrument	Settlement Date	Notional amount to be purchased		Notional amount to be sold		Footnote Reference
Foreign currency forward contract	3/20/2024	$	6,496	A$	9,836		Note 5
Foreign currency forward contract	3/20/2024		4,670	₣	4,037		Note 5
Foreign currency forward contract	3/20/2024		118,003	€	108,029		Note 5
Foreign currency forward contract	3/20/2024		173,151	£	137,183		Note 5
Foreign currency forward contract	3/20/2024		3,212	kr	33,434		Note 5

68

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

(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 are $53,850 and $61,525, respectively. Net unrealized loss is $7,675 based on a tax cost of $6,782,263.

(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 to the consolidated financial statements), 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. All equity investments are non-income producing unless otherwise noted.

(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, 2023, non-qualifying assets represented approximately 28.75% 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 Note 3 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 to the consolidated financial statements). 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 the Secured Overnight Financing Rate (“SOFR” or “S”) or an alternate base rate (which can include but is not limited to LIBOR, 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 SOFR, which as of December 31, 2023 was 5.38%

(14)

The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2023 was 5.35%

(15)

The interest rate on these loans is subject to 3 months SOFR, which as of December 31, 2023 was 5.33%

(16)

The interest rate on these loans is subject to 6 months SOFR, which as of December 31, 2023 was 5.16%

(17)

The interest rate on these loans is subject to SONIA, which as of December 31, 2023 was 5.19%

(18)

The interest rate on these loans is subject to 3 months BBSW, which as of December 31, 2023 was 4.41%

(19)

The interest rate on these loans is subject to 3 months EURIBOR, which as of December 31, 2023 was 3.91%

(20)

The interest rate on these loans is subject to 6 months EURIBOR, which as of December 31, 2023 was 3.86%

(21)

The interest rate on these loans is subject to Swiss Average Rate Overnight (SARON), which as of December 31, 2023 was 1.70%

(22)

The interest rate on these loans is subject to 6 months Stockholm Interbank Offered Rate (STIBOR), which as of December 31, 2023 was 4.05%

(23)

The interest rate on these loans is subject to Prime, which as of December 31, 2023 was 8.50%

(24)

Loan was on non-accrual status as of December 31, 2023.

(25)

Treace Medical Concepts, Inc. is subject to an interest rate cap. The investment is capped at the lesser of stated interest rate and 3.00% plus the applicable margin.

(26)

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, 2023, all of the company's investments were non-controlled, non-affiliated.

69

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

(27)

As of December 31, 2023, 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
Accela, Inc.	$	1,714	$	—	$	1,714	$	—	$	—	$	1,714
Accelerate360 Holdings, LLC		26,908		(17,938)		8,970		—		—		8,970
Acentra Holdings, LLC (fka CNSI Holdings, LLC)		4,000		(1,467)		2,533		—		—		2,533
ACP Avenu Buyer, LLC		3,750		—		3,750		—		—		3,750
Advarra Holdings, Inc.		16,576		—		16,576		—		—		16,576
Alera Group, Inc.		43,014		—		43,014		—		—		43,014
Allied Benefit Systems Intermediate LLC		14,381		—		14,381		—		—		14,381
Altern Marketing, LLC		9,422		—		9,422		—		—		9,422
Amika OpCo LLC (f/k/a Heat Makes Sense Shared Services, LLC)		1,617		—		1,617		—		—		1,617
Anaplan, Inc.		9,073		—		9,073		—		—		9,073
Athena Bidco S.A.S.*		11,726		—		11,726		—		—		11,726
Avalara, Inc.		13,636		—		13,636		—		—		13,636
Camin Cargo Control Holdings, Inc.		9,462		—		9,462		—		—		9,462
Certinia Inc (FinancialForce.com)		4,039		—		4,039		—		—		4,039
Channelside AcquisitionCo, Inc. (fka Gruden Acquisition, Inc.)		7,733		—		7,733		—		—		7,733
CI (Quercus) Intermediate Holdings, LLC		2,273		(136)		2,137		—		—		2,137
CircusTrix Holdings LLC		2,419		—		2,419		—		—		2,419
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		3,346		—		3,346		—		—		3,346
Crewline Buyer, Inc.		4,365		—		4,365		—		—		4,365
Cube Industrials Buyer, Inc./Cube A&D Buyer Inc.		10,733		—		10,733		—		—		10,733
Disco Parent, LLC		2,139		—		2,139		—		—		2,139
Eagle Purchaser, Inc.		9,000		(1,579)		7,421		—		5,053		2,368
ERC Topco Holdings, LLC		3,195		(1,385)		1,810		—		—		1,810

70

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 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
Esdec Solar Group B.V. (Enstall Group B.V.)*		17,939		—		17,939		—		—		17,939
Evergreen IX Borrower 2023, LLC		10,071		—		10,071		—		—		10,071
ExactCare Parent, Inc.		4,426		—		4,426		—		—		4,426
Fortis Fire & Safety Inc.		4,017		(89)		3,928		—		—		3,928
G Treasury SS LLC		11,429		—		11,429		—		—		11,429
Gateway US Holdings, Inc.		2,629		—		2,629		—		—		2,629
Green Grass Foods, Inc.		1,250		—		1,250		—		—		1,250
HEF Safety Ultimate Holdings, LLC		4,355		(387)		3,968		—		—		3,968
Higginbotham Insurance Agency, Inc.		6,828		—		6,828		—		—		6,828
Ichor Management Limited*		5,805		—		5,805		—		3,922		1,883
Investment Company 24 Bidco Limited*		6,624		—		6,624		—		—		6,624
IQN Holding Corp.		11,867		—		11,867		—		—		11,867
Ironhorse Purchaser, LLC		1,932		(277)		1,655		—		—		1,655
IW Buyer LLC		3,146		—		3,146		—		—		3,146
Jazz AH Holdco, LLC		2,800		(220)		2,580		—		2,000		580
K Hovnanian Enterprises Inc		70,000		—		70,000		—		—		70,000
M&M OPCO, LLC		476		—		476		—		—		476
Mobile Communications America, Inc.		4,076		—		4,076		—		—		4,076
Mount Olympus Bidco Limited		1,447		—		1,447		—		—		1,447
OMH-Healthedge Holdings, Inc.		11,729		—		11,729		—		—		11,729
One Silver Serve, LLC		24,085		(1,325)		22,760		—		—		22,760
Paisley Bidco Limited*		14,282		—		14,282		—		14,282		—
PARS Group LLC		952		—		952		—		—		952
Patriot Foods Buyer, Inc.		3,416		—		3,416		—		—		3,416
Patriot Growth Insurance Services, LLC		7,891		—		7,891		—		—		7,891
Pave America Interco, LLC (f/k/a Pavement Partners Interco, LLC)		2,605		—		2,605		—		—		2,605

71

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 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
Ping Identity Holding Corp.		2,273		—		2,273		—		—		2,273
Pinnacle Purchaser, LLC		469		(109)		360		—		—		360
Planet US Buyer LLC		5,049		—		5,049		—		—		5,049
PPL Acquisition LLC		1,000		—		1,000		—		—		1,000
Redfin Corporation		63,500		—		63,500		—		—		63,500
Relativity ODA LLC		2,500		—		2,500		—		—		2,500
Reliable Doors, LLC		2,357		(114)		2,243		—		—		2,243
Revlon Intermediate Holdings IV LLC		110,000		(6,431)		103,569		—		—		103,569
Roaring Fork III-B, LLC		21,871		—		21,871		—		—		21,871
Rochester Midland Corporation		14,179		—		14,179		—		—		14,179
RSC Acquisition Inc		6,635		—		6,635		—		—		6,635
Ruler Bidco S.A R.L.*		7,683		—		7,683		—		—		7,683
Smith Topco, Inc.		1,692		—		1,692		—		—		1,692
TerSera Therapeutics LLC		1,140		—		1,140		—		—		1,140
Treace Medical Concepts, Inc.		11,708		(200)		11,508		—		5,833		5,675
Trench Plate Rental Co.		4,545		(1,477)		3,068		—		—		3,068
TS Investors, LLC		2,216		—		2,216		—		—		2,216
TZ Buyer LLC		606		(151)		455		—		—		455
Ultimate Baked Goods Midco LLC		1,016		—		1,016		—		—		1,016
US Fertility Enterprises, LLC		130		(59)		71		—		—		71
Vensure Employer Services, Inc.		35,111		—		35,111		—		—		35,111
Village Pet Care, LLC		3,545		—		3,545		—		—		3,545
Volunteer AcquisitionCo, LLC		1,136		—		1,136		—		—		1,136
Yellow Castle AB*		3,944		—		3,944		—		—		3,944
Zendesk, Inc.		50,138		—		50,138		—		—		50,138
Total	$	823,231	$	(33,344)	$	789,887	$	—	$	31,090	$	758,799

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

72

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

(28)

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

Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total
Aerospace & Defense	$	4,836	$	—	$	—	$	—	$	—	$	4,836
Air Freight & Logistics		80,719		—		—		—		—		80,719
Asset Backed Securities		27,496		—		—		—		—		27,496
Automobile Components		23,437		—		—		—		—		23,437
Banks		4,541		—		—		—		—		4,541
Biotechnology		58,101		—		—		—		—		58,101
Building Products		22,706		—		—		—		—		22,706
Capital Markets		124,128		—		—		—		—		124,128
Chemicals		102,799		—		—		—		100		102,899
Commercial Services & Supplies		621,431		—		—		—		140		621,571
Communications Equipment		14,353		39,474		—		—		—		53,827
Construction & Engineering		78,612		—		—		—		50		78,662
Construction Materials		3,739		—		—		—		—		3,739
Consumer Finance		31,051		—		—		—		—		31,051
Consumer Staples Distribution & Retail		167,619		—		—		—		—		167,619
Containers & Packaging		35,859		—		—		—		—		35,859
Diversified Consumer Services		219,126		—		—		—		—		219,126
Electric Utilities		28,940		—		—		—		—		28,940
Electrical Equipment		96,274		—		—		—		—		96,274
Energy Equipment & Services		30,676		—		—		—		—		30,676
Entertainment		88,599		—		—		—		—		88,599
Financial Services		320,123		—		—		—		—		320,123
Food Products		3,650		—		—		—		125		3,775
Ground Transportation		37,549		—		—		—		—		37,549

73

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total
Health Care Equipment & Supplies		62,637		—		—		—		—		62,637
Health Care Providers & Services		830,616		—		—		99		—		830,715
Health Care Technology		70,994		—		—		—		—		70,994
Hotels, Restaurants & Leisure		122,706		—		—		—		—		122,706
Household Durables		9,751		—		—		—		50		9,801
Household Products		7,319		—		—		—		—		7,319
Independent Power & Renewable Electricity Producers		53,388		—		—		—		—		53,388
Insurance		394,875		—		—		—		—		394,875
IT Services		268,983		—		—		—		—		268,983
Leisure Products		217,011		—		—		—		—		217,011
Machinery		250,079		—		—		—		—		250,079
Media		226,045		—		9,489		—		—		235,534
Personal Care Products		63,506		—		—		—		33		63,539
Pharmaceuticals		92,409		—		—		—		—		92,409
Professional Services		200,148		—		—		—		—		200,148
Real Estate Management & Development		70,221		—		—		—		—		70,221
Semiconductors & Semiconductor Equipment		115,449		—		—		—		—		115,449
Software		902,798		—		—		—		—		902,798
Special Purpose Entity		7,388		—		—		—		—		7,388
Specialty Retail		224,721		—		—		—		—		224,721
Technology Hardware, Storage & Peripherals		21,058		—		—		—		—		21,058
Textiles, Apparel & Luxury Goods		177,956		—		—		—		—		177,956
Transportation Infrastructure		17,070		—		—		—		—		17,070
Total	$	6,633,492	$	39,474	$	9,489	$	99	$	498	$	6,683,052

74

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

(29)

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

Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Preferred Equity		Common Equity		Total		% of Net Assets
Aerospace & Defense	$	4,848	$	—	$	—	$	—	$	—	$	4,848	0.1%
Air Freight & Logistics		91,724		—		—		—		—		91,724	2.2%
Asset Backed Securities		26,877		—		—		—		—		26,877	0.7%
Automobile Components		23,583		—		—		—		—		23,583	0.6%
Banks		4,541		—		—		—		—		4,541	0.1%
Biotechnology		57,606		—		—		—		—		57,606	1.4%
Building Products		22,755		—		—		—		—		22,755	0.6%
Capital Markets		124,829		—		—		—		—		124,829	3.0%
Chemicals		96,538		—		—		—		102		96,640	2.3%
Commercial Services & Supplies		622,629		—		—		—		158		622,787	15.1%
Communications Equipment		14,268		28,808		—		—		—		43,076	1.0%
Construction & Engineering		78,284		—		—		—		50		78,334	1.9%
Construction Materials		3,730		—		—		—		—		3,730	0.1%
Consumer Finance		31,078		—		—		—		—		31,078	0.8%
Consumer Staples Distribution & Retail		173,483		—		—		—		—		173,483	4.2%
Containers & Packaging		35,912		—		—		—		—		35,912	0.9%
Diversified Consumer Services		220,273		—		—		—		—		220,273	5.3%
Electric Utilities		28,737		—		—		—		—		28,737	0.7%
Electrical Equipment		96,246		—		—		—		—		96,246	2.3%
Energy Equipment & Services		30,670		—		—		—		—		30,670	0.7%
Entertainment		90,496		—		—		—		—		90,496	2.2%
Financial Services		324,170		—		—		—		—		324,170	7.9%
Food Products		3,650		—		—		—		125		3,775	0.1%
Ground Transportation		37,697		—		—		—		—		37,697	0.9%

75

APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 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
Health Care Equipment & Supplies		63,475		—		—		—		—		63,475	1.5%
Health Care Providers & Services		827,932		—		—		33		—		827,965	20.1%
Health Care Technology		72,811		—		—		—		—		72,811	1.8%
Hotels, Restaurants & Leisure		128,353		—		—		—		—		128,353	3.1%
Household Durables		9,428		—		—		—		60		9,488	0.2%
Household Products		7,133		—		—		—		—		7,133	0.2%
Independent Power & Renewable Electricity Producers		52,250		—		—		—		—		52,250	1.3%
Insurance		397,692		—		—		—		—		397,692	9.6%
IT Services		273,692		—		—		—		—		273,692	6.6%
Leisure Products		216,897		—		—		—		—		216,897	5.3%
Machinery		249,990		—		—		—		—		249,990	6.1%
Media		226,336		—		9,253		—		—		235,589	5.7%
Personal Care Products		64,560		—		—		—		129		64,689	1.6%
Pharmaceuticals		86,600		—		—		—		—		86,600	2.1%
Professional Services		210,813		—		—		—		—		210,813	5.1%
Real Estate Management & Development		69,814		—		—		—		—		69,814	1.7%
Semiconductors & Semiconductor Equipment		115,956		—		—		—		—		115,956	2.8%
Software		916,988		—		—		—		—		916,988	22.2%
Special Purpose Entity		7,240		—		—		—		—		7,240	0.2%
Specialty Retail		217,393		—		—		—		—		217,393	5.3%
Technology Hardware, Storage & Peripherals		23,086		—		—		—		—		23,086	0.6%
Textiles, Apparel & Luxury Goods		180,760		—		—		—		—		180,760	4.4%
Transportation Infrastructure		17,047		—		—		—		—		17,047	0.4%
Total	$	6,680,870	$	28,808	$	9,253	$	33	$	624	$	6,719,588	163.0%
% of Net Assets		162.0%		0.7%		0.2%		0.0%		0.0%		163.0%

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APOLLO DEBT SOLUTIONS BDC

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(In thousands, except share data)

Industry Classification	Percentage of Total Investments (at Fair Value) as of December 31, 2023
Software	13.6%
Health Care Providers & Services	12.3%
Commercial Services & Supplies	9.3%
Insurance	5.9%
Financial Services	4.8%
IT Services	4.1%
Machinery	3.7%
Media	3.5%
Diversified Consumer Services	3.3%
Specialty Retail	3.2%
Leisure Products	3.2%
Professional Services	3.1%
Textiles, Apparel & Luxury Goods	2.7%
Consumer Staples Distribution & Retail	2.6%
Hotels, Restaurants & Leisure	1.9%
Capital Markets	1.9%
Semiconductors & Semiconductor Equipment	1.7%
Chemicals	1.4%
Electrical Equipment	1.4%
Air Freight & Logistics	1.4%
Entertainment	1.3%
Pharmaceuticals	1.3%
Construction & Engineering	1.2%
Health Care Technology	1.1%
Real Estate Management & Development	1.0%
Personal Care Products	1.0%
Health Care Equipment & Supplies	0.9%
Biotechnology	0.9%
Independent Power & Renewable Electricity Producers	0.8%
Communications Equipment	0.6%
Ground Transportation	0.6%
Containers & Packaging	0.5%
Consumer Finance	0.5%
Energy Equipment & Services	0.5%
Electric Utilities	0.4%
Asset Backed Securities	0.4%
Automobile Components	0.4%
Technology Hardware, Storage & Peripherals	0.3%
Building Products	0.3%
Transportation Infrastructure	0.3%
Household Durables	0.1%
Special Purpose Entity	0.1%
Household Products	0.1%
Aerospace & Defense	0.1%
Banks	0.1%
Food Products	0.1%
Construction Materials	0.1%
	100.0%

Geographic Region	December 31, 2023
United States	77.6%
United Kingdom	11.0%
Europe	9.5%
Australia	1.7%
Canada	0.2%

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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, and intends to qualify annually thereafter, as a regulated investment company (“RIC”), 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”, or “Apollo” ). 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 statements and accompanying notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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.

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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 June 30, 2024, the Company's consolidated subsidiaries were Cardinal Funding LLC, Mallard Funding LLC, Grouse Funding LLC, Merlin Funding LLC, ADS Albatross SPV LLC, ADS Apollonia SPV, ADS Flood SPV LLC, ADS Germantown SPV LLC, ADS Lemon SPV LLC, ADS Antheia SPV LLC, ADS Newark SPV LLC, ADS Opera SPV LLC, ADS Ostrich SPV LLC, ADS Titan SPV LLC, ADS North SPV LLC and ADS Holdings (Lux) S.à.r.l.

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 June 30, 2024 was $918,125. Cash and cash equivalents held as of December 31, 2023 was $258,594.

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.

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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 June 30, 2024, 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, interest rate, foreign currency 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.

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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.

Interest Rate Swaps

The Company uses interest rate swaps to hedge some or all of the Company's fixed rate debt. The Company has designated each interest rate swap held 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 or other liabilities and expenses on the Company's Consolidated Statements of Assets and Liabilities. Please see Note 5 to the Company's Consolidated Financial Statements for additional detail.

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 adjusted for fair value fluctuations of interest rate swaps in qualifying hedge accounting relationships (see Notes 5 and 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 investments offer issuers the option at each payment date of making payments in cash or in additional securities. PIK income computed at the contractual rate is accrued into income, which is included in interest income in the Company’s Consolidated Statements of Operations, and reflected as interest receivable up to the capitalization date. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. 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.

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If at any point the Company believes PIK is not fully 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 or dividends are reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company believes that PIK is expected to be realized.

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.

As of June 30, 2024, 0.1% of total investments at amortized cost, or 0.0% of total investments at fair value, were on non-accrual status. As of December 31, 2023, 0.1% of total investments at amortized cost, or 0.1% of total investments at fair value, were on non-accrual status.

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. 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.

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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.

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 June 30, 2024 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, 2024. 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 June 30, 2024, 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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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.

On March 14, 2024, the Company and the Adviser entered into an amended and restated investment advisory agreement (the “Second Amended and Restated Advisory Agreement”), which amended and restated the Advisory Agreement. The Second Amended and Restated Advisory Agreement alters the Advisory Agreement by removing certain “sunset” provisions that previously stated that certain requirements of the NASAA Omnibus Guidelines would no longer apply if the Company's shares become covered securities within the meaning of Section 18 of the Securities Act of 1933, as amended, clarified that the Adviser would be responsible for any fees incurred if the Adviser terminates the Second Amended and Restated Advisory Agreement and amended certain provisions to clarify compliance with NASAA Omnibus Guidelines. No other changes were made to the Advisory Agreement.

The Advisory Agreement was 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 Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations. On July 19, 2024, the Advisory Agreement was renewed and continued for an additional one-year period ending on July 22, 2025.

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.

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.

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).

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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.

B. Incentive Fee based on Cumulative Net Realized Gains

The second component of the Incentive Fee, the Capital Gains Incentive Fee, is payable at the end of each calendar year in arrears. The amount payable equals 12.5% of cumulative realized capital gains from inception through the end of such calendar, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP. Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain.

For the three and six months ended June 30, 2024, the Company recognized $19,774 and 35,111, respectively, of management fees.

For the three and six months ended June 30, 2023, the Company recognized $8,035 and 15,150, respectively, of management fees.

For the three and six months ended June 30, 2024, the Company recognized $23,504 and $42,319, respectively, of incentive fees based on income and $249 and $1,309, respectively, of incentive fees based on cumulative net realized gains.

For the three and six months ended June 30, 2023, the Company recognized $10,026 and $18,588, respectively, of incentive fees based on income and $0 and $0, respectively, of incentive fees based on cumulative net realized gains.

As of June 30, 2024 and December 31, 2023, management and performance-based incentive fees payable were $31,898 and $19,073.

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 and six months ended June 30, 2024 the Company received $1,427 and $4,429, respectively, in fee rebates from affiliates related to Capital Solution services. For the three and six months ended June 30, 2023 the Company received $343 and $468, respectively, in 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.

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Unless earlier terminated as described below, the Administration Agreement was effective for an initial two-year term and will remain in effect from year-to-year thereafter if 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 Administration Agreement, without payment of any penalty, upon 60 days’ written notice. On July 19, 2024, the Administration Agreement was renewed and continued for an additional one-year period.

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 shares. 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 shares and Class D shares 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 shares or Class D shares 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 9, 2023, the Board approved continuing the Distribution and Servicing Plan. The following table shows the shareholder servicing and/or distribution fees the Company will pay the Intermediary Manager with respect to the Class S shares, Class D shares and Class I shares on an annualized basis as a percentage of the Company’s NAV for such class. No shareholder servicing and/or distribution fees will be paid with respect to Class I shares. 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 and six months ended June 30, 2024, the Company accrued distribution and shareholder servicing fees of $2,910 and $5,112, respectively, which were attributable to Class S shares. For the three and six months ended June 30, 2024, the Company accrued distribution and shareholder servicing fees of $1 and $3, respectively, which were attributable to Class D shares.

For the three and six months ended June 30, 2023, the Company accrued distribution and shareholder servicing fees of $770 and $1,358, respectively, which were attributable to Class S shares. For the three and six months ended June 30, 2023, the Company accrued distribution and shareholder servicing fees of $2 and $4, respectively, attributable to Class D shares.

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 Company 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 shares 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.

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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).

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	$	1,677	$	—	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%
May 31, 2022		—		—		—	May 31, 2025	6.99%	0.56%
June 30, 2022		—		—		—	June 30, 2025	7.49%	0.56%
	$	4,433	$	4,433	$	—

For the three and six months ended June 30, 2024 and 2023, the Company did not accrue Expense Support amounts.

For the three and six months ended June 30, 2024, the Company did not make any Reimbursement Payments to the Adviser. For the three and six months ended June 30, 2023, Reimbursement Payments were paid to the Adviser in the amounts of $1,478 and $2,939, respectively.

Co-Investment Activity

An affiliate of the Adviser has received an exemptive order from the SEC on December 29, 2021, which was amended on January 10, 2023 (the “Order”), that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions. 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 June 30, 2024, the Company’s co-investment holdings were 47.1% of the portfolio or $5,200,828, measured at fair value. On a cost basis, 46.7% of the portfolio or $5,139,417 were co-investments. As of December 31, 2023, the Company’s co-investment holdings were 64.0% of the portfolio or $4,301,325, measured at fair value. On a cost basis, 63.5% of the portfolio or $4,241,749 were co-investments.

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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 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. The Company continues to engage UMB Bank, N.A. for monthly subscription proceeds received as part of the public offering of the Company’s shares.

Note 4. Investments

Fair Value Measurement and Disclosures

The following table shows the composition of our investments as of June 30, 2024, 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	$	10,955,278	$	11,011,201	$	—	$	2,827,613	$	8,183,588
Second Lien Secured Debt		39,329		20,795		—		—		20,795
Unsecured Debt		234		230		—		230		—
Common Equity/Interests		676		721		—		—		721
Preferred Equity		217		123		—		—		123
Total Investments before Cash Equivalents	$	10,995,734	$	11,033,070	$	—	$	2,827,843	$	8,205,227
Money Market Fund	$	400,000	$	400,000	$	400,000	$	—	$	—
Total Cash Equivalents	$	400,000	$	400,000	$	400,000	$	—	$	—
Total Investments after Cash Equivalents	$	11,395,734	$	11,433,070	$	400,000	$	2,827,843	$	8,205,227
Currency swaps	$	—	$	1,430	$	—	$	1,430	$	—
Interest rate swaps		—		(4,579)	$	—	$	(4,579)	$	—
Foreign currency forward transactions		—		11,216		—		11,216		—
Total Assets and Liabilities at Fair Value	$	11,395,734	$	11,441,137	$	400,000	$	2,835,910	$	8,205,227

The following table shows the composition of our investments as of December 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	$	6,633,492	$	6,680,870	$	—	$	1,324,780	$	5,356,090
Second Lien Secured Debt		39,474		28,808		—		—		28,808
Unsecured Debt		9,489		9,253		—		9,253		—
Common Equity/Interests		498		624		—		—		624
Preferred Equity		99		33		—		—		33
Total Investments before Cash Equivalents	$	6,683,052	$	6,719,588	$	—	$	1,334,033	$	5,385,555
Money Market Fund	$	55,000	$	55,000	$	55,000	$	—	$	—
Total Cash Equivalents	$	55,000	$	55,000	$	55,000	$	—	$	—
Total Investments after Cash Equivalents	$	6,738,052	$	6,774,588	$	55,000	$	1,334,033	$	5,385,555
Interest rate swaps	$	—	$	10,490	$	—	$	10,490	$	—
Foreign currency forward transactions		—		(3,681)		—		(3,681)		—
Total Assets and Liabilities at Fair Value	$	6,738,052	$	6,781,397	$	55,000	$	1,340,842	$	5,385,555

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The following table shows changes in the fair value of our Level 3 investments during the three months ended June 30, 2024:

	Three Months Ended June 30, 2024
	First Lien Secured Debt (2)		Second Lien Secured Debt (2)		Unsecured Debt		Common Equity/Interests		Preferred Equity		Total
Fair value as of March 31, 2024	$	6,193,222	$	26,900	$	—	$	489	$	128	$	6,220,739
Net realized gains (losses)		13,651		—		—		—		—		13,651
Net change in unrealized gains (losses)		(13,871)		(6,032)		—		53		(5)		(19,855)
Net amortization on investments		5,955		(73)		—		—		—		5,882
Purchases, including capitalized PIK (3)		2,443,752		—		—		179		—		2,443,931
Sales (3)		(487,331)		—		—		—		—		(487,331)
Transfers out of Level 3 (1)		—		—		—		—		—		—
Transfers into Level 3 (1)		28,209		—		—		—		—		28,209
Fair value as of June 30, 2024	$	8,183,587	$	20,795	$	—	$	721	$	123	$	8,205,226
Net change in unrealized gains (losses) on Level 3 investments still held as of June 30, 2024	$	5,746	$	(6,032)	$	—	$	53	$	(5)	$	(238)

The following table shows changes in the fair value of our Level 3 investments during the six months ended June 30, 2024:

	Six Months Ended June 30, 2024
	First Lien Secured Debt (2)		Second Lien Secured Debt (2)		Unsecured Debt		Common Equity/Interests		Preferred Equity		Total
Fair value as of December 31, 2023	$	5,356,090	$	28,808	$	—	$	624	$	33	$	5,385,555
Net realized gains (losses)		19,671		—		—		—		—		19,671
Net change in unrealized gains (losses)		3,798		(7,868)		—		(82)		(29)		(4,181)
Net amortization on investments		11,556		(145)		—		—		—		11,411
Purchases, including capitalized PIK (3)		3,508,465		—		—		179		119		3,508,763
Sales (3)		(735,169)		—		—		—		—		(735,169)
Transfers out of Level 3 (1)		(4,183)		—		—		—		—		(4,183)
Transfers into Level 3 (1)		23,359		—		—		—		—		23,359
Fair value as of June 30, 2024	$	8,183,587	$	20,795	$	—	$	721	$	123	$	8,205,226
Net change in unrealized gains (losses) on Level 3 investments still held as of June 30, 2024	$	19,326	$	(7,868)	$	—	$	(82)	$	(29)	$	11,347

(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 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 $(12,778).

(3)

Includes reorganizations and restructuring of investments.

90

The following table shows changes in the fair value of our Level 3 investments during the three months ended June 30, 2023:

	Three Months Ended June 30, 2023
	First Lien Secured Debt (2)		Second Lien Secured Debt (2)		Unsecured Debt		Common Equity/Interests		Preferred Equity		Total
Fair value as of March 31, 2023	$	2,688,035	$	32,815	$	—	$	199	$	50	$	2,721,099
Net realized gains (losses)		200		—		—		—		—		200
Net change in unrealized gains (losses)		7,227		(221)		—		26		(24)		7,008
Net amortization on investments		2,238		(66)		—		—		—		2,172
Purchases, including capitalized PIK (3)		592,677		—		—		—		—		592,677
Sales (3)		(101,565)		—		—		—		—		(101,565)
Transfers out of Level 3 (1)		(6,023)		—		—		—		—		(6,023)
Transfers into Level 3 (1)		85,774		—		—		—		—		85,774
Fair value as of June 30, 2023	$	3,268,563	$	32,528	$	—	$	225	$	26	$	3,301,342
Net change in unrealized gains (losses) on Level 3 investments still held as of June 30, 2023	$	7,088	$	(220)	$	—	$	26	$	(25)	$	6,870

The following table shows changes in the fair value of our Level 3 investments during the six months ended June 30, 2023:

	Six Months Ended June 30, 2023
	First Lien Secured Debt (2)		Second Lien Secured Debt (2)		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)		1,604		—		—		—		—		1,604
Net change in unrealized gains (losses)		27,548		(1,013)		—		20		(30)		26,525
Net amortization on investments		4,405		(132)		—		—		—		4,273
Purchases, including capitalized PIK (3)		904,703		33,673		—		—		—		938,376
Sales (3)		(456,826)		—		—		—		—		(456,826)
Transfers out of Level 3 (1)		(42,841)		—		—		—		—		(42,841)
Transfers into Level 3 (1)		—		—		—		—		—		—
Fair value as of June 30, 2023	$	3,268,563	$	32,528	$	—	$	225	$	26	$	3,301,342
Net change in unrealized gains (losses) on Level 3 investments still held as of June 30, 2023	$	26,353	$	(1,013)	$	—	$	20	$	(30)	$	25,330

(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 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 $(6,219).

(3)

Includes reorganizations and restructuring of investments.

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The following tables summarize the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of June 30, 2024 and December 31, 2023. 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 June 30, 2024 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	$	5,942,853	Discounted Cash Flow	Discount Rate	7.9%	-	23.4%	10.8%
		2,227,109	Transactional Value	Cost	N/A		N/A	N/A
		389	Asset Recoverability	Market Multiple	23.5%	-	23.5%	50.0%
Second Lien Secured Debt		20,795	Discounted Cash Flow	Discount Rate	32.0%	-	32.0%	32.0%
Common Equity/Interests		542	Market Comparable Technique	Comparable Multiple	8.0x	-	21.0x	11.23x
		178	Transactional Value	Cost	N/A		N/A	N/A
Preferred Equity		123	Market Comparable Technique	Comparable Multiple	14.25x	-	16.94x	16.87x
Total Level 3 Investments	$	8,191,991

(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, 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	$	3,772,200	Discounted Cash Flow	Discount Rate	6.9%	-	13.4%	10.6%
		1,583,890	Transactional Value	Cost	N/A		N/A	N/A
Second Lien Secured Debt		28,808	Discounted Cash Flow	Discount Rate	21.7%	-	21.7%	21.7%
Common Equity/Interests		499	Market Comparable Technique	Comparable Multiple	8.0x	-	20.5x	13.4x
		125	Transactional Value	Cost	N/A		N/A	N/A
Preferred Equity		33	Market Comparable Technique	Comparable Multiple	16.8x	-	16.8x	16.8x
Total Level 3 Investments	$	5,385,555

(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.

92

Investment Transactions

For the three and six months ended June 30, 2024, purchases of investments on a trade date basis were $3,363,708 and $5,545,473, respectively.

For the three and six months ended June 30, 2023, purchases of investments on a trade date basis were $806,738 and $1,426,147, respectively.

For the three and six months ended June 30, 2024, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $810,124 and $1,268,234, respectively.

For the three and six months ended June 30, 2023, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $329,318 and $1,065,351, respectively.

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 and six months ended June 30, 2024, PIK income earned was $3,847 and $9,052, respectively. During the three and six months ended June 30, 2023, PIK income earned was $2,830 and $3,745, respectively.

The following table shows the change in capitalized PIK balance for the three and six months ended June 30, 2024 and 2023:

	Three Months Ended June 30,				Six Months Ended June 30,
		2024		2023		2024		2023
PIK balance at beginning of period	$	19,485	$	6,313	$	13,026	$	5,333
PIK income capitalized		3,398		2,537		9,858		3,517
Adjustments due to investments exited or written off		—		—		—		—
PIK income received in cash		—		—		—		—
PIK balance at end of period	$	22,884	$	8,850	$	22,884	$	8,850

93

Note 5. Derivative Instruments

In the normal course of business, the Company enters into derivative financial instruments 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 June 30, 2024.

Counterparty	Notional amount to be purchased		Notional amount to be sold		Settlement Date	Fair Value		Balance Sheet Location of Net Amounts
Morgan Stanley and Co. International PLC	$	681,236	£	534,119	9/18/2024	$	5,446	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		6,747	A$	10,131	9/18/2024		(24)	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		4,880	₣	4,306	9/18/2024		44	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		602,978	€	555,404	9/18/2024		5,706	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		3,392	kr	35,333	9/18/2024		45	Unrealized appreciation (depreciation) on foreign currency forward contracts
							11,216

* Totals may not foot due to rounding.

94

Certain information related to the Company’s foreign currency forward contracts is presented below as of December 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	$	6,496	A$	9,836	3/20/2024	$	(219)	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		4,670	₣	4,037	3/20/2024		(165)	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		118,003	€	108,029	3/20/2024		(1,617)	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		173,151	£	137,183	3/20/2024		(1,562)	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		3,212	kr	33,434	3/20/2024		(117)	Unrealized appreciation (depreciation) on foreign currency forward contracts
						$	(3,681)

* Totals may not foot due to rounding.

Certain information related to the Company’s interest rate swaps and currency swaps are presented below as of June 30, 2024.

Counterparty	Notional Amount		Maturity Date	Fair Value		Financial Statement Location of Net Amounts
BNP Paribas SA	$	325,000	4/13/2029	$	694	Other liabilities and expenses
Goldman Sachs International	$	62,000	12/21/2025		(639)	Other liabilities and expenses
Goldman Sachs International	$	38,000	1/19/2026		(419)	Other liabilities and expenses
Goldman Sachs International	$	82,000	12/21/2027		(1,396)	Other liabilities and expenses
Goldman Sachs International	€	18,000	1/19/2028		(318)	Other liabilities and expenses
Goldman Sachs International	$	90,000	9/28/2026		541	Other liabilities and expenses
Goldman Sachs International	$	325,000	4/13/2029		510	Other liabilities and expenses
SMBC Capital Markets, Inc.	$	226,000	9/28/2026		(1,194)	Other liabilities and expenses
SMBC Capital Markets, Inc.	$	325,000	9/28/2028		(2,359)	Other liabilities and expenses
Morgan Stanley Capital Services LLC	$	81,450	5/12/2026		811	Other liabilities and expenses
BNP Paribas SA	$	60,988	5/12/2026		618	Other liabilities and expenses
				$	(3,151)

* Totals may not foot due to rounding.

95

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

Counterparty	Notional Amount		Maturity Date	Fair Value		Financial Statement Location of Net Amounts
Goldman Sachs International	$	62,000	12/21/2025	$	(49)	Other assets
Goldman Sachs International	$	38,000	1/19/2026		(37)	Other assets
Goldman Sachs International	$	82,000	12/21/2027		253	Other assets
Goldman Sachs International	$	18,000	1/19/2028		48	Other assets
Goldman Sachs International	€	90,000	9/28/2026		2,258	Other assets
SMBC Capital Markets, Inc.	$	226,000	9/28/2026		2,492	Other assets
SMBC Capital Markets, Inc.	$	325,000	9/28/2028		5,525	Other assets
				$	10,490

* Totals may not foot due to rounding.

The Company’s foreign currency forward contracts and currency swaps are not designated in a qualifying hedge accounting relationship. Net realized and unrealized gains and losses for the three and six months ended June 30, 2024 and 2023, for the Company’s foreign currency forward contracts and currency swaps, are in the following locations in the Consolidated Statements of Operations:

		Three Months Ended June 30,				Six Months Ended June 30,
Derivative Instrument	Financial Statement Location	2024		2023		2024		2023
Foreign currency forward contracts	Net realized gain(loss) on foreign currency forward contracts	$	2,238	$	(575)	$	(4,127)	$	(222)
			2,238		(575)		(4,127)		(222)

		Three Months Ended June 30,				Six Months Ended June 30,
Derivative Instrument	Financial Statement Location	2024		2023		2024		2023
Foreign currency forward contracts	Net change in unrealized appreciation (depreciation) on foreign currency forward contracts	$	304	$	416	$	14,897	$	(282)
Currency swaps	Net change in unrealized appreciation (depreciation) on derivatives		1,430		—		1,430		—
			1,734		416		16,327		(282)

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 and six months ended June 30, 2024 and 2023, for the Company’s interest rate swaps, are in the following locations in the Consolidated Statements of Operations:

	Three Months Ended June 30,				Six Months Ended June 30,				Financial Statement Location
	2024		2023		2024		2023
Interest rate swaps	$	9,977	$	4,880	$	23,063	$	3,347	Interest and other debt expenses
Hedged items		(5,251)		(4,288)		(15,069)		(2,376)	Interest and other debt expenses

96

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 table presents 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 June 30, 2024:

	As of June 30, 2024
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)
BNP Paribas SA	$	1,311	$	—	$	—	$	(880)	$	432
Goldman Sachs International		1,051		(1,051)		—		—		—
SMBC Capital Markets, Inc.		—		—		—		—		—
Morgan Stanley Capital Services LLC		811		—		—		—		811
Total	$	3,173	$	(1,051)	$	—	$	(880)	$	1,243
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)
BNP Paribas SA	$	—	$	—	$	—	$	—	$	—
Goldman Sachs International		(2,772)		1,051		—		1,721		—
SMBC Capital Markets, Inc.		(3,553)		—		—		3,553		—
Total	$	(6,325)	$	1,051	$	—	$	5,274	$	—

(1)

In some instances, the actual amount of the collateral received and/or pledged may be more than the derivative balance 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.

The following table presents 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 December 31, 2023:

	As of December 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	$	2,559	$	(86)	$	—	$	(590)	$	1,883
SMBC Capital Markets, Inc.		8,017		—		—		(6,023)		1,994
Total	$	10,576	$	(86)	$	—	$	(6,613)	$	3,877
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	$	(86)	$	86	$	—	$	—	$	—
SMBC Capital Markets, Inc.		—		—		—		—		—
Total	$	(86)	$	86	$	—	$	—	$	—

(1)

In some instances, the actual amount of the collateral received and/or pledged may be more than the derivative balance 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.

97

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 June 30, 2024 and December 31, 2023, the Company’s asset coverage was 247.2% and 255.3%, respectively.

The Company’s outstanding debt obligations as of June 30, 2024 were as follows:

	June 30, 2024
	Aggregate Principal Committed		Outstanding Principal		Carrying Value			Fair Value (3)		Unused Portion (1)		Amount Available (2)
Revolving Credit Facility	$	2,185,000		1,708,384		1,708,384			1,708,067		476,616		476,616
Cardinal Funding LLC		800,000		601,000		601,000			601,000		199,000		143,946
Grouse Funding LLC		250,000		187,500		187,500			187,500		62,500		62,500
Mallard Funding LLC		500,000		378,900		378,900			378,900		121,100		121,100
Merlin Funding LLC		300,000		299,264		299,264			292,868		736		736
December 2025 Notes		62,000		62,000		61,361			61,361		—		—
January 2026 Notes		38,000		38,000		37,581			37,581		—		—
December 2027 Notes		82,000		82,000		80,604			80,604		—		—
January 2028 Notes		18,000		18,000		17,682			17,682		—		—
September 2026 Notes		226,000		226,000		224,806			224,806		—		—
September 2028 Notes		325,000		325,000		322,641			322,641		—		—
September 2026 Euronotes		96,386		96,386		96,927			96,927		—		—
2029 Notes		650,000		650,000		647,188	(4)		647,188		—		—
Total Debt Obligations	$	5,532,386	$	4,672,434	$	4,663,838		$	4,657,125	$	859,952	$	804,898
Deferred Financing Costs						(29,288)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount						4,634,550

(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 June 30, 2024. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

(4)

Balance is inclusive of original issue discount on notes issued below par.

98

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

	December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Fair Value (3)		Unused Portion (1)		Amount Available (2)
Revolving Credit Facility	$	2,185,000		614,523		614,523		613,598		1,570,477		1,570,477
Cardinal Funding LLC		800,000		601,961		601,961		601,961		198,039		170,042
Grouse Funding LLC		250,000		187,500		187,500		187,500		62,500		27,527
Mallard Funding LLC		500,000		386,803		386,803		386,803		113,197		113,196
Merlin Funding LLC		120,000		15,000		15,000		15,000		105,000		—
December 2025 Notes		62,000		62,000		61,951		61,951		—		—
January 2026 Notes		38,000		38,000		37,963		37,963		—		—
December 2027 Notes		82,000		82,000		82,253		82,253		—		—
January 2028 Notes		18,000		18,000		18,048		18,048		—		—
September 2026 Notes		226,000		226,000		228,492		228,492		—		—
September 2028 Notes		325,000		325,000		330,525		330,525		—		—
September 2026 Euronotes		99,356		99,356		101,614		101,614		—		—
Total Debt Obligations	$	4,705,356	$	2,656,143	$	2,666,633	$	2,665,708	$	2,049,213	$	1,881,242
Deferred Financing Costs and Debt Discounts						(27,534)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount						2,639,099

(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, 2023. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the three and six months ended June 30, 2024 and 2023:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Average debt outstanding	$	3,188,188	$	1,776,467	$	2,820,152	$	1,885,441
Maximum amount of debt outstanding		4,668,417		1,995,945		4,668,417		2,157,600
Weighted average annualized interest cost (1)		8.32%		8.05%		8.42%		7.69%
Annualized amortized debt issuance cost		0.29%		0.29%		0.30%		0.29%
Total annualized interest cost		8.61%		8.34%		8.72%		7.98%
Average 1-month SOFR rate		5.3%		5.0%		5.3%		4.7%

(1)

Includes the stated interest expense and commitment fees on the unused portion of the Senior Secured Facility and SPV Financing Facilities, and net interest on interest rate swaps entered into qualifying hedge accounting relationships. Commitment fees for the three and six months ended June 30, 2024 were $2,521 and $4,992, respectively. Commitment fees for the three and six months ended June 30, 2023 were $2,098 and $3,973, respectively.

The components of interest expense for the three and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Borrowing interest expense	$	59,831	$	33,475	$	107,217	$	68,022
Facility unused fees		2,521		2,098		4,992		3,973
Amortization of financing costs and debt issuance costs		2,345		1,320		4,256		2,720
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items
Interest rate swaps		9,977		4,880		23,063		3,347
Hedged items		(5,251)		(4,288)		(15,069)		(2,376)
Total interest expense	$	69,423	$	37,485	$	124,459	$	75,686

99

Senior Secured Facility

On March 11, 2022, the Company entered into a senior secured, multi-currency, revolving credit facility (the “Senior Secured Facility”) with JPMorgan 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 Senior Secured Facility is March 11, 2027.

On October 12, 2023, the Company amended and extended its Senior Secured Facility. Lender commitments under the Senior Secured Facility increased from $2.085 billion to $2.185 billion and the Senior Secured Facility’s “accordion” feature that allows the Company to increase the size of the Senior Secured Facility increased from approximately $2.753 billion to approximately $3.278 billion.

The final maturity date under the Senior Secured Facility was extended by over one year from March 11, 2027 to October 12, 2028. The covenants and representations and warranties the Company is required to comply with were also modified (including, among other things, that the minimum shareholders’ equity test was reset), but the remaining terms and conditions of the Senior Secured Facility remain substantially the same.

Loans under the Senior Secured 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 Combined Debt Amount, as of the date of determination. Loans under the Senior Secured Facility denominated in currencies other than US dollars will bear interest at certain local rates consistent with market standards. Interest on loans denominated in dollars 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). Interest on loans denominated in currencies other than US dollars is due and payable in a manner consistent with market standards. 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 Senior Secured Facility are secured by a first priority security interest in substantially all of the Company’s assets.

In connection with the Senior Secured 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 Senior Secured Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, JPMorgan Chase Bank, N.A. may terminate the commitments and declare the outstanding advances and all other obligations under the Senior Secured Facility immediately due and payable.

As of June 30, 2024, the Company was in compliance with all covenants and other requirements of the Senior Secured 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 June 30, 2024, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.

100

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.

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 million to $1.350 billion, (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 million to $800 million 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.

101

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.

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.

102

CLO Warehouse Facility

Merlin Funding LLC

On October 6, 2023, Merlin Funding LLC (“Merlin Funding”), a wholly owned, consolidated subsidiary of the Company, entered into a credit facility (the “Merlin Credit Facility”), among Merlin Funding as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent and as a lender, and Deutsche Bank National Trust Company, as collateral agent, account bank and collateral custodian. From time to time Merlin Funding expects to use amounts borrowed under the Merlin Credit Facility to acquire eligible assets from the secondary market, composed primarily of first priority broadly syndicated corporate loans. The Merlin Credit Facility provides for the ability to draw and re-draw revolving loans for a period of up to two years after the closing date unless the commitments are terminated sooner as provided in the Merlin Credit Facility credit agreement. Amounts drawn under the Merlin Credit Facility will bear interest at the 1-month secured overnight financing rate published by the Federal Reserve Bank of New York (the “Term SOFR”), in each case, plus a margin. Borrowings under the Merlin Credit Facility bear interest at Term SOFR plus a spread of (x) to and excluding October 6, 2025, 1.60%, (y) from October 6, 2025 and prior to April 6, 2026, 2.20% and (z) from April 6, 2026 and thereafter, 2.40%. The Company serves as warehouse collateral manager to Merlin Funding.

On February 1, 2024, Merlin Funding, as borrower, the Company, in its capacities as subordinated lender and warehouse collateral manager, and Morgan Stanley Senior Funding, Inc., as administrative agent, entered into a second amendment to the Merlin Credit Facility (the “Second Amendment to Merlin Credit Facility”). Pursuant to the Second Amendment to Merlin Credit Facility, the maximum principal amount which can be drawn upon by Merlin Funding subject to certain conditions in the Merlin Credit Facility, was increased from $120,000,000 to $187,500,000.

On February 16, 2024, Merlin Funding, as borrower, the Company, in its capacities as subordinated lender and warehouse collateral manager, and Morgan Stanley Senior Funding, Inc., as administrative agent, entered into a third amendment to the Merlin Credit Facility (the “Third Amendment to Merlin Credit Facility”). Pursuant to the Third Amendment to Merlin Credit Facility, the maximum principal amount which can be drawn upon by Merlin Funding subject to certain conditions in the Merlin Credit Facility, was increased from $187,500,000 to $300,000,000.

Foreign Currency Transactions and Translations

The Company had the following foreign-denominated debt obligations outstanding on its Senior Secured Facility, SPV Financing Facilities and Private Placements as of June 30, 2024:

	June 30, 2024
	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)		Reset Date
British Pound	£	10,000		12,641		12,641		—		7/31/2024
European Euro	€	313,500		338,578		335,743		2,835		7/31/2024
European Euro	€	90,000		95,081		96,386		(1,305)		N/A
Total				446,300		444,770		1,530

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

	December 31, 2023
	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)		Reset Date
British Pound	£	202,800		251,567		258,499		(6,932)		1/30/2024
British Pound	£	6,200		8,408		7,903		505		2/1/2024
British Pound	£	3,500		4,747		4,461		286		1/30/2024
European Euro	€	322,500		332,334		356,024		(23,690)		1/30/2024
European Euro	€	90,000		95,081		99,356		(4,275)		N/A
Total				692,137		726,243		(34,106)

103

Private Placement Bonds

2022 Series A Notes

On November 15, 2022, the Company priced an offering of $200 million in aggregate principal amount of Senior Unsecured Notes (the “2022 Series A Notes”) to institutional investors in a private placement. The Notes are comprised of $62 million Senior Unsecured Notes due 2025 (the “December 2025 Notes”), $38 million Senior Unsecured Notes due 2026 (the “January 2026 Notes”), $82 million Senior Unsecured Notes due 2027 (the “December 2027 Notes”), and $18 million Senior Unsecured Notes due 2028 (the “January 2028 Notes”). The issuances of the 2022 Series A Notes occurred in two installments on December 21, 2022 and January 19, 2023. The December 2025 and January 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 December 2027 and January 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 2022 Series A Notes) in the event that, subject to certain exceptions, the 2022 Series A Notes cease to have an investment grade rating. There is no guarantee of the successful placement of the 2022 Series A Notes or that the closing of the 2022 Series A Notes will occur as anticipated.

In connection with the 2022 Series A 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 December 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 January 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 December 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 January 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.

2023 Series A Notes

On August 10, 2023, the Company priced an offering of $650 million in aggregate principal amount of Senior Unsecured Notes (the “2023 Series A Notes”) to institutional investors in a private placement. The 2023 Series A Notes are comprised of $226 million Senior Unsecured Notes due September 28, 2026 (the “September 2026 Notes”), $325 million Senior Unsecured Notes due September 28, 2028 (the “September 2028 Notes”), and €90 million Senior Unsecured Notes due September 28, 2026 (the “September 2026 Euronotes”) . The issuances are expected to close on September 28, 2023. The September 2026 Notes, September 2028 Notes and September 2026 Euronotes have fixed interest rates of 8.54%, 8.62%, and 7.02% per annum, 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 September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the 2023 Series A Notes cease to have an investment grade rating. These interest rates are subject to increase (up to a maximum increase of 1.50% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the Company’s Secured Debt Ratio exceeds 60% up to August 31, 2024, and 55% subsequent to August 31, 2024. These interest rates are subject to increase (up to a maximum increase of 2.00% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the 2023 Series A Notes cease to have an investment grade rating and the Secured Debt Ratio event has occurred as disclosed above. There is no guarantee of the successful placement of the Notes or that the closing of the 2023 Series A Notes will occur as anticipated.

In connection with the 2023 Series A 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 September 2026 Notes, the Company receives a fixed interest rate of 8.54% per annum and pays a floating interest rate of SOFR + 4.18% per annum on $226 million of the 2026 Notes. Under the interest rate swap agreement related to the September 2028 Notes, the Company receives a fixed interest rate of 8.62% per annum and pays a floating interest rate of SOFR + 4.56% per annum on $325 million of the September 2028 Notes. Under the interest rate swap agreement related to the September 2026 Euronotes, the Fund receives a fixed interest rate of 7.02% per annum and pays a floating interest rate of ESTR + 3.72% per annum on €90 million of the September 2026 Euronotes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

104

Unsecured Notes

On March 21, 2024, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered into a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture (as defined below), the “Indenture”) related to the $650,000,000 in aggregate principal amount of its 6.900% notes due 2029 (the “2029 Notes”), which supplements that certain Base Indenture, dated as of March 21, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture”).

The 2029 Notes will mature on April 13, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The 2029 Notes bear interest at a rate of 6.900% per year payable semi-annually on April 13 and October 13 of each year, commencing on October 13, 2024. The 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the 2029 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 2029 Notes, the Company receives a fixed interest rate of 6.90% per annum and pays a floating interest rate of SOFR + 2.71% per annum on $325 million of the 2029 Notes. In addition, the Company receives a fixed interest rate of 6.90% per annum and pays a floating interest rate of SOFR + 2.70% per annum on $325 million of the 2029 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

105

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.

The following table summarizes transactions in common shares of beneficial interest during the three and six months ended June 30, 2024 and 2023:

	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Class S:
Proceeds from shares sold		12,662,537	$	314,722		3,946,039	$	94,305		24,487,677	$	606,143		5,619,005	$	133,724
Repurchase of common shares		(461,554)		(11,430)		(67,157)		(1,624)		(1,004,375)		(24,979)		(101,938)		(2,452)
Early repurchase deduction		—		41		—		2		—		125		—		9
Distributions reinvested		671,431		16,691		157,289		3,758		1,168,851		28,949		282,507		6,707
Net increase (decrease)		12,872,414	$	320,024		4,036,171	$	96,441		24,652,153	$	610,238		5,799,574	$	137,988
Class D:
Proceeds from shares sold		37,592	$	937		10,596	$	252		271,567	$	6,700		32,145	$	760
Repurchase of common shares		—		—		—		—		—		—		—		—
Early repurchase deduction		—		—		—		—		—		—		—		—
Distributions reinvested		6,230		155		365		9		10,117		251		670		16
Net increase (decrease)		43,822	$	1,092		10,961	$	261		281,684	$	6,951		32,815	$	776
Class I:
Proceeds from shares sold		47,882,091	$	1,190,594		11,676,985	$	278,711		86,131,793	$	2,133,005		17,670,883	$	420,012
Repurchase of common shares		(1,151,198)		(28,661)		(3,563,305)		(86,160)		(5,687,674)		(141,379)		(9,041,284)		(216,626)
Early repurchase deduction		—		1		—		—		—		22		—		5
Distributions reinvested		1,776,280		44,162		897,792		21,448		3,260,339		80,726		1,668,927		39,602
Net increase (decrease)		48,507,173	$	1,206,096		9,011,472	$	213,999		83,704,459	$	2,072,374		10,298,526	$	242,993
Total net increase (decrease)		61,423,409	$	1,527,212		13,058,604	$	310,701		108,638,296	$	2,689,563		16,130,915	$	381,757

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 six months ended June 30, 2024 and 2023:

	NAV Per Share
For the Month Ended	Class S		Class D		Class I
January 31, 2024	$	24.62	$	24.62	$	24.62
February 29, 2024		24.67		24.67		24.67
March 31, 2024		24.85		24.85		24.85
April 30, 2024		24.84		24.84		24.84
May 31, 2024		24.90		24.90		24.90
June 30, 2024		24.90		24.90		24.90

	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
April 30, 2023		23.95		23.95		23.95
May 31, 2023		23.91		23.91		23.91
June 30, 2023		24.18		24.18		24.18

106

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 six months ended June 30, 2024:

			Class S Distributions				Class D Distributions				Class I Distributions
Record Date	Declaration Date	Payment Date	Per Share		Amount*		Per Share		Amount*		Per Share		Amount*
January 31, 2024	January 23, 2024	February 28, 2024	$	0.1622	$	6,206	$	0.1748	$	74	$	0.1800	$	25,802
January 31, 2024	December 20, 2023	February 28, 2024		0.0200		765		0.0200		8		0.0200		2,867	(1)
February 29, 2024	February 26, 2024	March 27, 2024		0.1634		6,818		0.1751		82		0.1800		28,229
February 29, 2024	December 20, 2023	March 27, 2024		0.0200		835		0.0200		9		0.0200		3,137	(1)
March 29, 2024	March 21, 2024	April 26, 2024		0.1622		7,606		0.1748		90		0.1800		31,021
March 29, 2024	December 20, 2023	April 26, 2024		0.0200		938		0.0200		10		0.0200		3,447	(1)
April 30, 2024	April 23, 2024	May 29, 2024		0.1627		8,260		0.1749		100		0.1800		33,209
April 30, 2024	March 21, 2024	May 29, 2024		0.0200		1,015		0.0200		11		0.0200		3,690	(1)
May 31, 2024	May 22, 2024	June 27, 2024		0.1621		9,041		0.1747		90		0.1800		35,634
May 31, 2024	March 21, 2024	June 27, 2024		0.0200		1,116		0.0200		10		0.0200		3,959	(1)
June 28, 2024	June 21, 2024	July 29, 2024		0.1627		9,710		0.1749		98		0.1800		39,154
June 28, 2024	March 21, 2024	July 29, 2024		0.0200		1,194		0.0200		11		0.0200		4,349	(1)
			$	1.0953	$	53,504	$	1.1692	$	594	$	1.2000	$	214,498

* Totals may not foot due to rounding.

(1)

Represents a special distribution.

The following table presents distributions that were declared during the six months ended June 30, 2023:

				Class S Distributions				Class D Distributions				Class I Distributions
Record Date	Declaration Date		Payment Date	Per Share		Amount*		Per Share		Amount*		Per Share		Amount*
January 31, 2023		January 20, 2023	February 24, 2023	$	0.1433	$	1,631	$	0.1551	$	18	$	0.1600	$	13,422
February 28, 2023		February 17, 2023	March 29, 2023		0.1446		1,703		0.1555		18		0.1600		13,675
February 28, 2023		February 17, 2023	March 29, 2023		0.0200		235		0.0200		2		0.0200		1,709	(1)
March 31, 2023		March 24, 2023	April 26, 2023		0.1428		1,803		0.1550		20		0.1600		14,193
March 31, 2023		March 24, 2023	April 26, 2023		0.0200		253		0.0200		3		0.0200		1,774	(1)
April 28, 2023		April 20, 2023	May 26, 2023		0.1434		1,964		0.1551		22		0.1600		14,345
April 28, 2023		April 20, 2023	May 26, 2023		0.0200		274		0.0200		3		0.0200		1,793	(1)
May 31, 2023		May 23, 2023	June 28, 2023		0.1427		2,169		0.1549		22		0.1600		14,759
May 31, 2023		May 23, 2023	June 28, 2023		0.0200		304		0.0200		3		0.0200		1,845	(1)
June 30, 2023		June 23, 2023	July 27, 2023		0.1433		2,392		0.1551		22		0.1600		15,329
June 30, 2023		June 23, 2023	July 27, 2023		0.0200		334		0.0200		3		0.0200		1,916	(1)
				$	0.9601	$	13,062	$	1.0307	$	136	$	1.0600	$	94,760

* Totals may not foot due to rounding.

(1)

Represents a special distribution.

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.

107

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 June 30, 2024, 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.

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 six months ended June 30, 2024:

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.0953	$	53,504	$	1.1692	$	594	$	1.2000	$	214,498
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	1.0953	$	53,504	$	1.1692	$	594	$	1.2000	$	214,498

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 six months ended June 30, 2023:

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.9601	$	13,062	$	1.0307	$	136	$	1.0600	$	94,760
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	0.9601	$	13,062	$	1.0307	$	136	$	1.0600	$	94,760

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.

108

The following table presents information with respect to the Company’s share repurchases during the six months ended June 30, 2024:

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, 2024	5,079,296	3.03%	$24.85	March 31, 2024	$126,101	3,293,303
June 13, 2024	1,612,752	0.75%	$24.90	June 30, 2024	40,110	9,120,695

(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

The following table presents information with respect to the Company’s share repurchases during the six months ended June 30, 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	131,283	—
June 14, 2023	3,630,463	3.78%	$24.18	June 30, 2023	87,781	1,167,048

(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

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 June 30, 2024 and December 31, 2023, the Company had the following unfunded commitments to its portfolio companies:

	June 30, 2024		December 31, 2023
Unfunded revolver obligations, bridge loan and backstop commitments (1)	$	548,381	$	391,127
Standby letters of credit issued and outstanding (2)		4,166		4,797
Unfunded delayed draw loan commitments (3)		693,280		424,740
Total Unfunded Commitments (4)	$	1,245,827	$	820,664

(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 June 30, 2024, subject to the terms of each loan’s respective credit agreements which includes borrowing covenants that need to be met prior to funding. There were no bridge loan and backstop commitments as of June 30, 2024. As of December 31, 2023, the bridge loan and backstop commitments included in the balances were $30,777.

(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.

109

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 total organization and offering costs incurred for the three and six months ended June 30, 2024 were $163 and $901, $225 of which have been recognized and $676 of which will be amortized. The total organization and offering costs incurred for the three and six months ended June 30, 2023 were $0 and $38.

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.

On March 14, 2023, certain First Lien and Second Lien holders of debt issued by Mitel filed a complaint in New York State Court captioned Ocean Trails CLO VII et al v. MLN TopCo Ltd., et al, Index No. 651327/2023, against certain other First Lien and Second Lien debt holders, including Apollo Debt Solutions BDC, alleging, among other things, that the defendant lenders breached the terms of their lending agreements and the New York Uniform Voidable Transfer Act in connection with certain amendments to the relevant documents governing the debt. Plaintiffs seek to have the amendments in question declared void. On December 5, 2023, the trial court granted defendants’ motions to dismiss in part and denied them in part. The trial matter is currently in discovery. The plaintiffs and defendants have also taken interlocutory appeals of the courts’ motion to dismiss ruling to the intermediate New York State appellate court, which are pending. No reasonable estimate of possible loss, if any, can be made at this time.

Management is not aware of any pending or threatened material litigation as of June 30, 2024 other than the matter disclosed above.

Note 9. Financial Highlights

The following are the financial highlights for the six months ended June 30, 2024:

	Six Months Ended June 30, 2024
	Class S		Class D		Class I
Per Share Data:
Net asset value at beginning of period	$	24.63	$	24.63	$	24.63
Net investment income (1)		1.20		1.29		1.29
Net unrealized and realized gains (losses) (2)		0.17		0.15		0.18
Net increase (decrease) in net assets resulting from operations		1.37		1.44		1.47
Distribution declared (3)		(1.10)		(1.17)		(1.20)
Net asset value at end of period	$	24.90	$	24.90	$	24.90
Total return (4)		5.65%		5.96%		6.09%
Shares outstanding, end of period		59,220,929		557,980		216,311,389
Weighted average shares outstanding		48,854,082		507,801		178,704,637
Ratio/Supplemental Data
Net assets at end of period	$	1,474,403	$	13,892	$	5,385,432
Annualized ratio of net expenses to average net assets (5)		8.28%		7.60%		7.56%
Annualized ratio of net investment income to average net assets (5)		9.75%		10.44%		10.47%
Portfolio turnover rate		5.35%		5.35%		5.35%
Asset coverage per unit (6)		2,472		2,472		2,472

110

The following are the financial highlights for the six months ended June 30, 2023:

	Six Months Ended June 30, 2023
	Class S		Class D		Class I
Per Share Data:
Net asset value at beginning of period	$	23.20	$	23.20	$	23.20
Net investment income (1)		1.17		1.25		1.26
Net unrealized and realized gains (losses) (2)		0.77		0.76		0.78
Net increase (decrease) in net assets resulting from operations		1.94		2.01		2.04
Distribution declared (3)		(0.96)		(1.03)		(1.06)
Net asset value at end of period	$	24.18	$	24.18	$	24.18
Total return (4)		8.48%		8.79%		8.93%
Shares outstanding, end of period		16,627,313		139,758		92,241,753
Weighted average shares outstanding		13,573,307		131,538		89,270,080
Ratio/Supplemental Data
Net assets at end of period	$	402,043	$	3,379	$	2,230,374
Annualized ratio of net expenses to average net assets (5)		10.59%		9.91%		9.79%
Annualized ratio of net investment income to average net assets (5)		9.90%		10.59%		10.73%
Portfolio turnover rate		24.09%		24.09%		24.09%
Asset coverage per unit (6)		2,212		2,212		2,212

_________________________________________________________________

(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 shares 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 six months ended June 30, 2024, amounts are annualized except for organizational costs and management fee and income based incentive fee waivers by the Adviser. For the six months ended June 30, 2024, the total operating expenses to average net assets were 8.25%, 7.58% and 7.54%, for Class S shares, Class D shares and Class I shares, respectively, prior to management fee waivers and expense support provided by the Adviser. For the six months ended June 30, 2023, the total operating expenses to average net assets were 10.59%, 9.91%, 9.79% for Class S shares, Class D shares 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)

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. As of June 30, 2024, the Company's asset coverage was 247.2%.

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.

Merlin Funding LLC

On July 11, 2024, Merlin Funding, as borrower, the Company, in its capacities as subordinated lender and warehouse collateral manager, and the Administrative Agent entered into a fourth amendment to the Merlin Credit Facility (the “Fourth Amendment to Merlin Credit Facility”). Pursuant to the Fourth Amendment to Merlin Credit Facility, the maximum principal amount which can be drawn upon by Merlin Funding subject to certain conditions in the Merlin Credit Facility, was increased from $300,000,000 to $375,000,000.

111

Cardinal Funding LLC

On July 19, 2024, Cardinal Funding entered into Amendment No. 6 (the “Sixth 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 Sixth Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to, among other things, (i) extend the end of the revolving period to July 19, 2027, (ii) extend the maturity date to July 19, 2029 and (iii) modify the interest rate charged under the Cardinal Funding Secured Credit Facility to (x) with respect to broadly syndicated loans and bonds, the applicable reference rate plus a spread of 1.60% and (y) for private credit loans and all other assets, the applicable reference rate plus a spread that varies depending on the discount margin for such assets, as calculated by the administrative agent on a quarterly basis.

Unsecured Notes

On July 29, 2024, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered into a Second Supplemental Indenture (the “Second Supplemental Indenture” and, together with the Base Indenture, the “July 2024 Indenture”) related to the $600,000,000 in aggregate principal amount of its 6.700% notes due 2031 (the “2031 Notes”), which supplements the Base Indenture.

The 2031 Notes will mature on July 29, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the July 2024 Indenture. The 2031 Notes bear interest at a rate of 6.700% per year payable semi-annually on January 29 and July 29 of each year, commencing on January 29, 2024. The 2031 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2031 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

July Financial Update and Distribution Declaration

On July 1, 2024, the Company issued and sold 15,623,306 shares (consisting of 12,638,754 Class I shares, 2,927,516 Class S shares, and 57,036 Class D shares at an offering price of $24.90 per share for the Class I shares, Class S shares, and Class D shares), and the Company received approximately $389 million as payment for such shares.

On July 22, 2024, the Company's Board declared distributions of $0.1621 per Class S Share, $0.1747 per Class D share, and $0.1800 per Class I share which is payable on or around August 27, 2024 to shareholders of record as of July 31, 2024. Additionally, the Company will pay a special distribution of $0.02 per share on or around August 27, 2024 to all shareholders of record as of July 31, 2024.

August Subscriptions

The Company received approximately $561 million of net proceeds relating to the issuance of Class S shares, Class D shares, and Class I shares for subscriptions effective August 1, 2024.

112

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 June 30, 2024, the related consolidated statements of operations and consolidated statements of changes in net assets for the three-month and six-month periods ended June 30, 2024 and 2023, the consolidated statements of cash flows and the financial highlights for the six-month periods ended June 30, 2024 and 2023, 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 conformity 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 statements of assets and liabilities, including the consolidated schedule of investments, of the Company as of December 31, 2023, 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 14, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statements of assets and liabilities, including the consolidated schedule of investments, as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated statements 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 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
August 8, 2024

113

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 fiscal year ended December 31, 2023 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 six months ended June 30, 2024 represents the period from January 1, 2024 to June 30, 2024.

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;

•

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 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 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”).

114

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 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 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.

115

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”.

Portfolio and Investment Activity

Our portfolio and investment activity during the three and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)*	2024		2023		2024		2023
Investments made in portfolio companies	$	3,363,708	$	806,738	$	5,545,473	$	1,426,147
Investments sold		(164,123)		(210,471)		(403,051)		(718,144)
Net activity before repaid investments	$	3,199,585	$	596,267	$	5,142,422	$	708,003
Investments repaid		(646,001)		(118,847)		(865,183)		(347,207)
Net investment activity	$	2,553,584	$	477,420	$	4,277,239	$	360,796
Portfolio companies at beginning of period		222		133		180		128
Number of new portfolio companies		49		29		96		42
Number of exited portfolio companies		(10)		(16)		(15)		(24)
Portfolio companies at end of period		261		146		261		146
Number of investments made in existing portfolio companies		22		13		61		17

* Totals may not foot due to rounding.

Our portfolio composition and weighted average yields as of June 30, 2024 and December 31, 2023 were as follows:

	June 30, 2024	December 31, 2023
Portfolio composition, at fair value:
First lien secured debt	99.8%	99.4%
Second lien secured debt	0.2%	0.4%
Unsecured debt and other	0.0%	0.2%
Weighted average yields, at amortized cost (1):
First lien secured debt (2)	10.9%	11.6%
Second lien secured debt (2)	10.9%	11.6%
Unsecured debt and other (2)	13.4%	6.3%
Total portfolio (3)	10.9%	11.6%
Interest rate type, at fair value:
Fixed rate amount	$0.4 billion	$0.3 billion
Floating rate amount	$10.6 billion	$6.4 billion
Fixed rate, as percentage of total	3.4%	4.9%
Floating rate, as percentage of total	96.6%	95.1%
Interest rate type, at amortized cost:
Fixed rate amount	$0.4 billion	$0.3 billion
Floating rate amount	$10.6 billion	$6.4 billion
Fixed rate, as percentage of total	3.3%	4.9%
Floating rate, as percentage of total	96.6%	95.1%
Weighted average spread over reference rate of all floating rate investments	5.4%	6.1%

(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 June 30, 2024 and December 31, 2023, 0.1% and 0.1% of investments were on non-accrual status, respectively.

(3)

Inclusive of all income generating investments, non-income generating investments and investments on non-accrual status.

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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.

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 June 30, 2024 and December 31, 2023:

	June 30, 2024				December 31, 2023
Investment Ranking	Fair Value		Percentage		Fair Value		Percentage
(in thousands)
1	$	—		0.0%	$	9,252		0.1%
2		10,875,095		98.6%		6,516,105		97.0%
3		157,586		1.4%		190,176		2.8%
4		—		0.0%		4,055		0.1%
5		389		0.0%		—		0.0%
Total	$	11,033,070		100.0%	$	6,719,588		100.0%

117

Results of Operations

Operating results for the three and six months ended June 30, 2024 and 2023 were as follows (dollar amounts in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Total investment income	$	281.7	$	130.2	$	506.4	$	248.6
Net expenses		(120.4)		(60.8)		(216.7)		(119.9)
Net investment income		161.3		69.4		289.7		128.7
Net realized gain (loss)		12.9		(3.3)		(13.3)		(5.4)
Net unrealized appreciation (depreciation)		(10.9)		31.3		52.7		83.7
Net increase (decrease) in net assets resulting from operations	$	163.3	$	97.4	$	329.1	$	207.1

* 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. Additionally, as many of the noted period over period changes resulted from our deployment of capital and increased balance of our investments, comparisons may not be meaningful.

Investment Income

Investment income, for the three and six months ended June 30, 2024 and 2023 were as follows (dollar amounts in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest income	$	267.4	$	125.1	$	482.8	$	241.9
PIK interest income		3.8		2.8		9.1		3.7
Dividend income		1.9		—		2.4		—
Other income		8.5		2.3		12.2		3.0
Total investment income	$	281.7	$	130.2	$	506.4	$	248.6

* Totals may not foot due to rounding.

For the three months ended June 30, 2024, total investment income increased to $281.7 million from $130.2 million for the same period in the prior year, primarily driven by our continuing deployment of capital and rising interest rates. The size of our investment portfolio at fair value increased to $11 billion at June 30, 2024 from $4.8 billion at June 30, 2023. For the three months ended June 30, 2024 and 2023 payment-in-kind income represented 1.4% and 2.2% of total investment income, respectively.

For the six months ended June 30, 2024, total investment income increased to $506.4 million from $248.6 million for the same period in the prior year primarily, driven by our continuing deployment of capital and rising interest rates. The size of our investment portfolio at fair value increased to $11 billion at June 30, 2024 from $4.8 billion at June 30, 2023. For the six months ended June 30, 2024 and 2023 payment-in-kind income represented 1.8% and 1.5% of total investment income, respectively.

While rising interest rates have favorably impacted our investment income during the three and six months ended June 30, 2024, further interest rate increases and the resulting higher cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate increases occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and/or our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.

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Expenses

Expenses for the three and six months ended June 30, 2024 and 2023 were as follows (dollar amounts in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Management fees	$	19.8	$	8.0	$	35.1	$	15.2
Performance-based incentive fees		23.8		10.0		43.6		18.6
Interest and other debt expenses		69.4		37.5		124.5		75.7
Offering costs		0.2		—		0.2		0.0
Trustees' fees		0.1		0.1		0.2		0.2
Shareholder servicing fees		2.9		0.8		5.1		1.4
Administrative service expenses		1.0		0.7		2.1		1.3
Other general and administrative expenses		3.2		2.3		5.9		4.6
Total expenses	$	120.4	$	59.3	$	216.7	$	117.0
Expense support reimbursement		—		1.5		—		2.9
Net Expenses	$	120.4	$	60.8	$	216.7	$	119.9

* Totals may not foot due to rounding.

For the three and six months ended June 30, 2024, net expenses were $120.4 and $216.7 million, respectively, primarily comprised of interest and other debt expenses.

Interest and other debt expenses

For the three months ended June 30, 2024, interest and other debt expenses increased to $69.4 million from $37.5 million for the same period in the prior year, primarily driven by increased borrowing expenses, due to rising interest rates, on our Senior Secured Facility, SPV Financing Facilities, Private Placements and Unsecured Notes, and increased borrowings outstanding. The total annualized cost of debt increased to 8.6% for the three months ended June 30, 2024 from 8.3% for the same period in the prior year. The average principal debt outstanding increased to $3.2 billion for the three months ended June 30, 2024 from $1.8 billion for the same period in the prior year.

For the six months ended June 30, 2024, interest and other debt expenses increased to $124.5 million from $75.7 million for the same period in the prior year, primarily driven by increased borrowing expenses, due to rising interest rates, on our Senior Secured Facility, SPV Financing Facilities, Private Placements and Unsecured Notes, and increased borrowings outstanding. The total annualized cost of debt increased to 8.7% for the three months ended June 30, 2024 from 8.0% for the same period in the prior year. The average principal debt outstanding increased to $2.8 billion for the three months ended June 30, 2024 from $1.9 billion for the same period in the prior year.

Management fees

For the three months ended June 30, 2024, gross management fees increased to $19.8 million from $8.0 million for the same period in the prior year, primarily due to an increase in average net assets. Our average net assets increased to $6.4 billion for the three months ended June 30, 2024 from $2.6 billion for the three months ended June 30, 2023. 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. No management fees have been waived for the three months ended June 30, 2024 and 2023.

For the six months ended June 30, 2024, gross management fees increased to $35.1 million from $15.2 million for the same period in the prior year, primarily due to an increase in average net assets. Our average net assets increased to $5.6 billion for the six months ended June 30, 2024 from $2.4 billion for the six months ended June 30, 2024. 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. No management fees have been waived for the six months ended June 30, 2024 and 2023.

Incentive fees

For the three months ended June 30, 2024, incentive fees increased to $23.8 million from $10.0 million for the same period in the prior year primarily due to our deployment of capital and increase in net investment income. No incentive fees have been waived for the three months ended June 30, 2024 and 2023.

For the six months ended June 30, 2024, incentive fees increased to $43.6 million from $18.6 million for the same period in the prior year primarily due to our deployment of capital and increase in net investment income. No incentive fees have been waived for the six months ended June 30, 2024 and 2023.

119

Other Expenses

Total other expenses were $7.5 million for the three months ended June 30, 2024, primarily comprised of $2.9 million of distribution and shareholder servicing fees paid with respect to Class S and Class D investors, $1.9 million of professional fees (including legal, rating agencies, audit, tax, valuation, technology and other professional fees related to management of the Company), and $2.7 million of general and administrative expenses (including insurance, filing, research, and fees paid to our sub-administrator and transfer agent). The increase compared to the prior year for the same period was primarily driven by the increased costs attributable to servicing a larger investment portfolio, increased subscriptions to our Class S and Class D shares, and increased borrowings through the establishment of new financing sources, including the issuance of Unsecured Notes.

Total other expenses were $13.5 million for the six months ended June 30, 2024, primarily comprised of $5.1 million of distribution and shareholder servicing fees paid with respect to Class S and Class D investors, $3.3 million of professional fees (including legal, rating agencies, audit, tax, valuation, technology and other professional fees related to management of the Company), and $5.1 million of general and administrative expenses (including insurance, filing, research, and fees paid to our sub-administrator and transfer agent). The increase compared to the prior year for the same period was primarily driven by the increased costs attributable to servicing a growing investment portfolio, increased subscriptions to our Class S and Class D shares, and increased borrowings through the establishment of new financing sources, including the CLO Warehouse Facility and the issuance of unsecured notes.

Expense support

For the three months ended June 30, 2024, the Company did not receive expense support from the Adviser and did not make any repayments. For the three months ended June 30, 2023, the Company did not receive expense support from the Adviser, and repaid the Adviser $1.5 million for expenses previously paid by the Adviser on behalf of the Company.

For the six months ended June 30, 2024, the Company did not receive expense support from the Adviser and did not make any repayments. For the six months ended June 30, 2023, the Company did not receive expense support from the Adviser, and repaid the Adviser $2.9 million for expenses previously paid by the Adviser on behalf of the Company.

As of June 30, 2024, all expense support received by the Company has been repaid to the Adviser.

Net Realized Gain (Loss)

Net realized gains (losses) for the three and six months ended June 30, 2024 and 2023 were comprised of the following (dollar amounts in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Non-controlled/non-affiliated investments	$	10.4	$	(2.4)		11.5		(4.6)
Foreign currency transactions		0.3		(0.3)		(20.7)		(0.5)
Foreign currency forward contracts		2.2		(0.6)		(4.1)		(0.2)
Net realized gains (losses)	$	12.9	$	(3.3)		(13.3)		(5.4)

* Totals may not foot due to rounding.

For the three and six months ended June 30, 2024, we recognized gross realized gains on investments of $26.2 million and $45.3, respectively, and gross realized losses on investments of $15.8 and $33.8 million, respectively, resulting in net realized gains on investments of $10.4 million and $11.5 million, respectively, primarily from full or partial sales of our liquid debt investments.

For the three and six months ended June 30, 2023, we recognized gross realized gains on investments of $11.4 million and $27.4 million, respectively, and gross realized losses on investments of $13.8 million and $32.0 million, respectively, resulting in net realized losses on investments of $2.4 million and $4.6 million, respectively, primarily from full or partial sales of our liquid debt investments.

120

Net Unrealized Gain (Loss)

Net unrealized gains (losses) for the three and six months ended June 30, 2024 and 2023 were comprised of the following (dollar amounts in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Non-controlled/non-affiliated investments	$	(16.9)	$	35.2		0.8		93.7
Derivatives		1.4		—		1.4		—
Foreign currency forward contracts		0.3		0.4		14.9		(0.3)
Foreign currency translations		4.2		(4.4)		35.6		(9.6)
Net unrealized gains (losses)	$	(10.9)	$	31.3		52.7		83.7

* Totals may not foot due to rounding.

For the three months ended June 30, 2024, we recognized gross unrealized gains on investments of $57.1 million and gross unrealized losses on investments of $74.0 million, resulting in net change in unrealized losses of $16.9 million for the second fiscal quarter of 2024. The depreciation noted in the portfolio was primarily driven by tightening of spreads which caused slightly lower valuations for our portfolio.

For the three months ended June 30, 2023, we recognized gross unrealized gains on investments of $48.7 million and gross unrealized losses on investments of $13.5, resulting in net change in unrealized gains of $35.2 million for the second fiscal quarter of 2023. The capital appreciation noted in the portfolio was primarily driven by strong performance of the syndicated loan market and the price appreciation of our investments in Carvana.

For the six months ended June 30, 2024, we recognized gross unrealized gains on investments of $96.5 million and gross unrealized losses on investments of $95.7 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized gains of $0.8 million on investments year-to-date.

For the six months ended June 30, 2023, we recognized gross unrealized gains on investments of $105.4 million and gross unrealized losses on investments of $11.7 million, resulting in net change in unrealized gains of $93.7 million on investments year-to-date. The capital appreciation noted in the portfolio was primarily driven by strong performance of the syndicated loan market, the appreciation of the U.S. Dollar against the Euro, and the price appreciation of our investment in Carvana.

The net unrealized gains (losses) amounts include the impact of transferring unrealized appreciation (depreciation) to realized gains (losses) due to sale and paydown activity.

121

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” and “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 5. Derivative Instruments” for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship, and our consolidated 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 to the consolidated financial statements), investments in special purpose entities in which we may 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 June 30, 2024, we had three asset based leverage facilities, three 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 June 30, 2024:

		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)	$	1,708	$	—	$	—	$	1,708	$	—
SPV Financing Facilities (2)		1,168		—		789		379		—
CLO Warehouse Facility (3)		299		—		299		—		—
Private Placement Bonds and Unsecured Notes		1,497		—		422		1,075		—
Total Debt Obligations	$	4,672	$	—	$	1,510	$	3,162	$	—

* Totals may not foot due to rounding.

(1)

As of June 30, 2024, aggregate lender commitments under the Senior Secured Facility totaled $476.6 million of unused capacity.

(2)

As of June 30, 2024, aggregate lender commitments under the SPV Financing Facilities totaled $382.6 million of unused capacity.

(3)

As of June 30, 2024, aggregate lender commitments under the CLO Warehouse Facility totaled $0.7 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 six months ended June 30, 2024 (dollar amounts in thousands, except per share amounts):

			Class S Distributions				Class D Distributions				Class I Distributions
Record Date	Declaration Date	Payment Date	Per Share		Amount*		Per Share		Amount*		Per Share		Amount*
January 31, 2024	January 23, 2024	February 28, 2024	$	0.1622	$	6,206	$	0.1748	$	74	$	0.1800	$	25,802
January 31, 2024	December 20, 2023	February 28, 2024		0.0200		765		0.0200		8		0.0200		2,867	(1)
February 29, 2024	February 26, 2024	March 27, 2024		0.1634		6,818		0.1751		82		0.1800		28,229
February 29, 2024	December 20, 2023	March 27, 2024		0.0200		835		0.0200		9		0.0200		3,137	(1)
March 29, 2024	March 21, 2024	April 26, 2024		0.1622		7,606		0.1748		90		0.1800		31,021
March 29, 2024	December 20, 2023	April 26, 2024		0.0200		938		0.0200		10		0.0200		3,447	(1)
April 30, 2024	April 23, 2024	May 29, 2024		0.1627		8,260		0.1749		100		0.1800		33,209
April 30, 2024	March 21, 2024	May 29, 2024		0.0200		1,015		0.0200		11		0.0200		3,690	(1)
May 31, 2024	May 22, 2024	June 27, 2024		0.1621		9,041		0.1747		90		0.1800		35,634
May 31, 2024	March 21, 2024	June 27, 2024		0.0200		1,116		0.0200		10		0.0200		3,959	(1)
June 28, 2024	June 21, 2024	July 29, 2024		0.1627		9,710		0.1749		98		0.1800		39,154
June 28, 2024	March 21, 2024	July 29, 2024		0.0200		1,194		0.0200		11		0.0200		4,349	(1)
			$	1.0953	$	53,504	$	1.1692	$	594	$	1.2000	$	214,498

* Totals may not foot due to rounding.

(1)

Represents a special distribution.

123

The following table presents distributions that were declared during the six months ended June 30, 2023 (dollar amounts in thousands, except per share amounts):

				Class S Distributions				Class D Distributions				Class I Distributions
Record Date	Declaration Date		Payment Date	Per Share		Amount*		Per Share		Amount*		Per Share		Amount*
January 31, 2023		January 20, 2023	February 24, 2023	$	0.1433	$	1,631	$	0.1551	$	18	$	0.1600	$	13,422
February 28, 2023		February 17, 2023	March 29, 2023		0.1446		1,703		0.1555		18		0.1600		13,675
February 28, 2023		February 17, 2023	March 29, 2023		0.0200		235		0.0200		2		0.0200		1,709	(1)
March 31, 2023		March 24, 2023	April 26, 2023		0.1428		1,803		0.1550		20		0.1600		14,193
March 31, 2023		March 24, 2023	April 26, 2023		0.0200		253		0.0200		3		0.0200		1,774	(1)
April 28, 2023		April 20, 2023	May 26, 2023		0.1434		1,964		0.1551		22		0.1600		14,345
April 28, 2023		April 20, 2023	May 26, 2023		0.0200		274		0.0200		3		0.0200		1,793	(1)
May 31, 2023		May 23, 2023	June 28, 2023		0.1427		2,169		0.1549		22		0.1600		14,759
May 31, 2023		May 23, 2023	June 28, 2023		0.0200		304		0.0200		3		0.0200		1,845	(1)
June 30, 2023		June 23, 2023	July 27, 2023		0.1433		2,392		0.1551		22		0.1600		15,329
June 30, 2023		June 23, 2023	July 27, 2023		0.0200		334		0.0200		3		0.0200		1,916	(1)
				$	0.9601	$	13,062	$	1.0307	$	136	$	1.0600	$	94,760

* Totals may not foot due to rounding.

(1)

Represents a special distribution.

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.

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 six months ended June 30, 2024 (dollar amounts in thousands, except per share amounts):

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.0953	$	53,504	$	1.1692	$	594	$	1.2000	$	214,498
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	1.0953	$	53,504	$	1.1692	$	594	$	1.2000	$	214,498

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 six months ended June 30, 2023 (dollar amounts in thousands, except per share amounts):

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.9601	$	13,062	$	1.0307	$	136	$	1.0600	$	94,760
Net realized gains		—		—		—		—		—		—
Distributions in excess of net investment income		—		—		—		—		—		—
	$	0.9601	$	13,062	$	1.0307	$	136	$	1.0600	$	94,760

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.

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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.

The following table presents information with respect to the Company’s share repurchases during the six months ended June 30, 2024 (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, 2024	5,079,296	3.03%	$24.85	March 31, 2024	$126,101	3,293,303
June 13, 2024	1,612,752	0.75%	$24.90	June 30, 2024	40,110	9,120,695

(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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The following table presents information with respect to the Company’s share repurchases during the six months ended June 30, 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	131,283	—
June 14, 2023	3,630,463	3.78%	$24.18	June 30, 2023	87,781	1,167,048

(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

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 SOFR 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

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2024 and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $1,245.8 million and $789.9 million, respectively.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of June 30, 2024, management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Related-Party Transactions

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

•

Advisory Agreement;

•

Administration Agreement

•

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.”

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Critical Accounting Estimates

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 estimates should be read in connection with our risk factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and “Item 1. Consolidated Financial Statements —Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies.” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Investments

Investment transactions are all recorded on a trade date basis. 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. Investment transactions that have not yet settled as of the period-end date 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 and the amortized cost basis of the investment. The cost of investments is relieved 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.

Pursuant to Rule 2a-5 under the 1940 Act, our Board of Trustees has designated the Adviser as its “valuation designee” to perform the fair value determinations for investments held by us without readily available market quotations. The Company's Board of Trustees continues to be responsible for overseeing the processes for determining fair valuation.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to verify whether market quotations are deemed to represent fair value, the Adviser, looks at certain factors including the source and nature of the quotations. 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.

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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 June 30, 2024, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant:

•

available current market data, including relevant and applicable market trading and transaction comparables,

•

applicable market yields and multiples,

•

security covenants,

•

seniority of investments in the investee company’s capital structure,

•

call protection provisions,

•

information rights,

•

the nature and realizable value of any collateral,

•

the portfolio company’s ability to make payments,

•

earnings and discounted cash flows,

•

the markets in which the portfolio company does business,

•

comparisons of financial ratios of peer companies that are public,

•

M&A comparables,

•

our principal market (as the reporting entity) and

•

enterprise values, among other factors.

Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by our investment adviser, as the valuation designee, as described herein. 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 an active market existed for such investments and may differ materially from the values that we may ultimately realize.

In addition, changes in the market environment and other events 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.

Fair Value of Financial Instruments

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.

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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.

See Notes 2 & 4 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.

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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. 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 Estimates” as well as Notes 2 and 4 to our consolidated financial statements for the three and six months ended June 30, 2024, 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 June 30, 2024, 97% 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.

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 June 30, 2024, 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	$	107.2	$	0.388
Up 150 basis points		80.4		0.291
Up 100 basis points		53.6		0.194
Up 50 basis points		26.8		0.097
Down 50 basis points		(26.7)		(0.097)
Down 100 basis points		(53.4)		(0.193)
Down 150 basis points		(80.0)		(0.290)
Down 200 basis points		(106.7)		(0.386)

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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 June 30, 2024 (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

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.

On March 14, 2023, certain First Lien and Second Lien holders of debt issued by Mitel filed a complaint in New York State Court captioned Ocean Trails CLO VII et al v. MLN TopCo Ltd., et al, Index No. 651327/2023, against certain other First Lien and Second Lien debt holders, including Apollo Debt Solutions BDC, alleging, among other things, that the defendant lenders breached the terms of their lending agreements and the New York Uniform Voidable Transfer Act in connection with certain amendments to the relevant documents governing the debt. Plaintiffs seek to have the amendments in question declared void. On December 5, 2023, the trial court granted defendants’ motions to dismiss in part and denied them in part. The trial matter is currently in discovery. The plaintiffs and defendants have also taken interlocutory appeals of the courts’ motion to dismiss ruling to the intermediate New York State appellate court, which are pending. No reasonable estimate of possible loss, if any, can be made at this time.

Other than the matter disclosed above, we are not currently subject to any material legal proceedings, nor, to our knowledge are any material legal proceedings threatened against us.

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 fiscal year ended December 31, 2023, 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.

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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 April 23, 2024, May 22, 2024, and June 21, 2024 for information about unregistered sales of our equity securities during the quarter.

Shares 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 share repurchases during the six months ended June 30, 2024 (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, 2024	5,079,296	3.03%	$24.85	March 31, 2024	$126,101	3,293,303
June 13, 2024	1,612,752	0.75%	$24.90	June 30, 2024	40,110	9,120,695

(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

During the fiscal quarter ended June 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

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Item 6. Exhibits

Exhibit Number	Description of Exhibits
3.1	Fourth Amended and Restated Declaration of Trust of the Registrant (1)
3.2	Third Amended and Restated Bylaws of the Registrant (1)
4.1	Indenture, dated as of March 21, 2024, by and between the Fund and U.S. Bank Trust Company, National Association, as trustee. (2)
4.2	Second Supplemental Indenture, dated as of July 29, 2024, relating to the 6.700% Notes due 2031, by and between the Company and U.S. Bank Trust Company, National Association, as trustee. (3)
4.3	Form of 6.700% Notes due 2031. (3)
4.4	Registration Rights Agreement, dated as of July 29, 2024, relating to the Notes, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers. (4)
10.1	Fourth Amendment to Credit Agreement, dated July 11, 2024, Merlin Funding LLC, as borrower, the Company, in its capacities as subordinated lender and warehouse collateral manager, and Morgan Stanley Senior Funding, Inc., as Administrative Agent. (5)
10.2	Amendment No. 6 to the Credit and Security Agreement, dated as of July 19, 2024, by and between Cardinal Funding LLC, a subsidiary of the Company, with Citibank, N.A., as administrative agent. (6)
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 the Company’s Annual Report on Form 10-K (File No. 814-01424), filed on March 14, 2024.

(2)

Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on March 22, 2024.

(3)

Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on July 29, 2024.

(4)

Incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on July 29, 2024.

(5)

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on July 15, 2024.

(6)

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on July 24, 2024.

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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	August 8, 2024
/s/ Eric Rosenberg Eric Rosenberg	Chief Financial Officer	August 8, 2024

136