Commonwealth Credit Partners BDC I 10Q 2024 Q2 Quarterly report

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


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

Commission file number: 814-01387

Commonwealth Credit Partners BDC I, Inc.

(Exact name of registrant as specified in its charter)

Delaware

86-3335466

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

360 S Rosemary, Suite 1700,

West Palm Beach, FL

33401

(Address of Principal Executive Office)

(Zip Code)

(561) 727-2000

(Registrant’s telephone number, including area code)

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

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 past 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	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with 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 ☒

There were 576,892 issued and outstanding shares of the issuer’s common stock, $.001 par value per share, on August 13, 2024.

Commonwealth Credit Partners BDC I, Inc.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

ITEM1. FINANCIAL STATEMENTS

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(amounts in thousands except share and per share data)


	June 30, 2024 (Unaudited)			December 31, 2023
Assets:
Investments, at fair value:
Non-controlled, non-affiliated investments (amortized cost of $620,420 and $611,648 as of June 30, 2024 and December 31, 2023, respectively)	$	617,066		$	606,738
Affiliated investments (amortized cost of $17,797 and $16,243 as of June 30, 2024 and December 31, 2023, respectively)		10,861			11,838
Total investments, at fair value (amortized cost of $638,217 and $627,891 as of June 30, 2024 and December 31, 2023, respectively)		627,927			618,576
Cash and cash equivalents		4,157			8,887
Receivables:
Interest receivable		7,014			2,841
Prepaid expenses and other assets		4,893			110
Total Assets	$	643,991		$	630,414
Liabilities:
Credit facility (net of deferred financing costs of $34 and $50 as of June 30, 2024 and December 31, 2023, respectively)	$	90,766		$	100,750
Payables:
Management fee payable, net (Note 4)		1,551			1,529
Interest payable		528			673
Incentive fee payable, net (Note 4)		388			379
Directors fee payable		—			25
Accrued other general and administrative expenses		716			400
Total Liabilities	$	93,949		$	103,756
Commitments and contingencies (Note 7)
Net Assets:
Common Shares, $0.001 par value; 1,000,000 shares authorized; 576,892 and 547,439 as of June 30, 2024 and December 31, 2023, respectively issued and outstanding	$	1		$	1
Additional paid-in capital		564,643			536,354
Total distributable earnings (accumulated deficit)		(14,602	)		(9,697	)
Total Net Assets	$	550,042		$	526,658
Total Liabilities and Net Assets	$	643,991		$	630,414
Net Asset Value Per Common Share	$	953.46		$	962.04

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

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands except share and per share data)

(Unaudited)


		For the Three Months Ended								For the Six Months Ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Income:
Investment income from non-controlled, non-affiliated investments:
Interest income	$		19,358		$		17,130		$		38,594		$		30,787
Fee income			413				229				809				687
Total Investment Income			19,771				17,359				39,403				31,474
Expenses:
Incentive fees			388				1,399				781				1,399
Management fees, net			1,551				1,295				3,123				2,421
Interest expense			1,659				1,543				3,779				2,369
Professional fees			186				175				391				323
Directors fees			19				25				41				50
Other general and administrative expenses			339				154				661				436
Total Expenses			4,142				4,591				8,776				6,998
Less: Incentive fee waiver (Note 4)			-				(63	)			-				(63	)
Net expenses			4,142				4,528				8,776				6,935
Net Investment Income (Loss)			15,629				12,831				30,627				24,539
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments			52				-				(6,268	)			-
Total net realized gains (losses)			52				-				(6,268	)			-
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments			(2,856	)			2,317				1,556				519
Affiliated investments			(924	)			-				(2,531	)			-
Total net change in unrealized gains (losses)			(3,780	)			2,317				(975	)			519
Total realized and unrealized gains (losses)			(3,728	)			2,317				(7,243	)			519
Net Increase (Decrease) in Net Assets Resulting from Operations	$		11,901		$		15,148		$		23,384		$		25,058
Per Common Share Data:
Basic and diluted net investment income/(loss) per common share	$		27.83		$		26.99		$		55.20		$		55.47
Basic and diluted net increase/(decrease) in net assets resulting from operations per common share	$		21.19		$		31.86		$		42.15		$		56.64
Weighted Average Common Shares Outstanding - Basic and Diluted			561,617				475,418				554,828				442,413

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

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED STATEMENT OF CHANGE IN NET ASSETS

(amounts in thousands except share and per share data)

(Unaudited)


		For the Three Months Ended								For the Six Months Ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)	$		15,629		$		12,831		$		30,627		$		24,539
Net realized gains (losses) on investments			52				—				(6,268	)			—
Net change in unrealized gains (losses) on investments			(3,780	)			2,317				(975	)			519
Net Increase (Decrease) in Net Assets Resulting from Operations			11,901				15,148				23,384				25,058

Decrease in Net Assets Resulting from Stockholder Distributions
Distributions from net investment income			(15,150	)			(12,158	)			(28,289	)			(22,665	)
Net Decrease in Net Assets Resulting from Stockholder Distributions			(15,150	)			(12,158	)			(28,289	)			(22,665	)

Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares			—				30,001				—				115,001
Reinvestment of distributions			15,150				12,158				28,289				22,665
Net Increase in Net Assets Resulting from Capital Share Transactions			15,150				42,159				28,289				137,666
Total Increase (Decrease) in Net Assets			11,901				45,149				23,384				140,059
Net Assets, Beginning of Period			538,141				459,418				526,658				364,508
Net Assets, End of Period	$		550,042		$		504,567		$		550,042		$		504,567

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

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(Unaudited)


	For the Six Months Ended
	June 30, 2024			June 30, 2023

Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	23,384		$	25,058
Adjustments to reconcile net increase (decrease) in net assets resulting from
operations to net cash provided by (used in) operating activities:
Net realized (gains)/losses on investments		6,268			—
Net change in unrealized (gains)/losses on investments		975			(519	)
Net accretion of discount on investments		(1,556	)		(1,062	)
Non-cash investment income		(68	)		(331	)
Purchases of portfolio investments		(84,722	)		(227,555	)
Amortization of deferred financing costs		16			17
Sales or repayments of portfolio investments		69,752			8,119
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in interest receivable		(4,173	)		(398	)
(Increase)/decrease in prepaid expenses and other assets		(4,783	)		15
Increase/(decrease) in management fees payable, net		22			444
Increase/(decrease) in interest payable		(145	)		159
Increase/(decrease) in incentive fee payable, net		9			1,336
Increase/(decrease) in directors fee payable		(25	)		—
Increase/(decrease) in accrued other general and administrative expenses		316			(1	)
Net cash provided by (used in) Operating Activities		5,270			(194,718	)
Cash Flows provided by (used in) Financing Activities:
Borrowings on credit facility		44,000			207,100
Payments on credit facility		(54,000	)		(128,000	)
Proceeds from issuance of common stock		—			115,001
Net cash provided by (used in) Financing Activities		(10,000	)		194,101
Net increase (decrease) in cash and cash equivalents		(4,730	)		(617	)
Cash and cash equivalents, beginning of period		8,887			8,355
Cash and cash equivalents, end of period	$	4,157		$	7,738

Supplemental and Non-Cash Information:
Interest paid during the period	$	3,924		$	2,210
Distributions declared during the period	$	28,289		$	22,665
Reinvestment of distributions during the period	$	28,289		$	22,665

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

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

(amounts in thousands, except per share data)

June 30, 2024

(Unaudited)


Portfolio Company(3)(7)	Industry	Spread Above Index	Interest Rate (5)(8)			Maturity Date		Principal/ Shares (12)			Amortized Cost				Fair Value			Percentage of Net Assets (2)
Debt Investments
First Lien Senior Secured(5)
190 Octane Financing - Delayed Draw Loan	Consumer Services	SOFR + 6.50% (1.00% floor)		11.97	%	5/10/2027	$		4,851	$		4,796		$		4,584			0.8	%
190 Octane Financing - Revolving Credit Line (4)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.97	%	5/10/2027			674			660				611			0.1	%
190 Octane Financing - Term Loan	Consumer Services	SOFR + 6.50% (1.00% floor)		11.96	%	5/10/2027			8,391			8,279				7,929			1.4	%
Abea Acquisition, Inc. - Delayed Draw Loan	Consumer Services	SOFR + 6.50% (1.00% floor)		11.94	%	11/30/2026			1,400			1,386				1,397			0.3	%
Abea Acquisition, Inc. - Term Loan	Consumer Services	SOFR + 6.50% (1.00% floor)		11.94	%	11/30/2026			11,153			11,048				11,131			2.0	%
AccessOne Medcard, Inc. - Term Loan	Financial Services	SOFR + 7.50% (0.50% floor)		12.94	%	8/20/2026			11,634			11,536				11,157			2.0	%
ACT Acquisition - Delayed Draw Term Loan	Media & Entertainment	SOFR + 7.00% (1.00% floor)		12.46	%	12/4/2028			1,441			1,413				1,435			0.3	%
ACT Acquisition - Revolving Credit Line (4)	Media & Entertainment	SOFR + 7.00% (1.00% floor)		12.46	%	12/4/2028			503			488				500			0.1	%
ACT Acquisition - Term Loan	Media & Entertainment	SOFR + 7.00% (1.00% floor)		12.46	%	12/4/2028			6,546			6,413				6,520			1.2	%
Allbridge - Delayed Draw Term Loan (4)	Telecommunication Services	SOFR + 5.75% (1.00% floor)		11.09	%	6/5/2030			-			(1	)			(3	)		0.0	%
Allbridge - Revolving Credit Line (4)	Telecommunication Services	SOFR + 5.75% (1.00% floor)		11.09	%	6/5/2030			-			(2	)			(3	)		0.0	%
Allbridge - Term Loan	Telecommunication Services	SOFR + 5.75% (1.00% floor)		11.09	%	6/5/2030			2,169			2,142				2,141			0.4	%
Aurora Solutions LLC - Delayed Draw Loan	Financial Services	SOFR + 6.00% (0.75% floor) + 0.50% PIK		11.94	%	12/31/2027			3,320			3,297				3,227			0.6	%
Aurora Solutions LLC - Revolving Credit Line (4)	Financial Services	SOFR + 6.00% (0.75% floor) + 0.50% PIK		11.94	%	12/31/2027			513			502				477			0.1	%
Aurora Solutions LLC - Term Loan	Financial Services	SOFR + 6.00% (0.75% floor) + 0.50% PIK		11.94	%	12/31/2027			9,409			9,319				9,146			1.7	%
Batteries Plus Holding Corporation - Revolving Credit Line (4)	Technology Hardware & Equipment	SOFR + 6.75% (1.00% floor)		12.19	%	6/27/2028			-			(43	)			-			0.0	%
Batteries Plus Holding Corporation - Term Loan	Technology Hardware & Equipment	SOFR + 6.75% (1.00% floor)		12.19	%	6/27/2028			16,377			16,025				16,377			3.0	%
Billhighway - Delayed Draw Loan (4)	Software & Services	SOFR + 6.75% (1.00% floor)		12.19	%	2/8/2029			95			86				92			0.0	%
Billhighway - Revolving Credit Line (4)	Software & Services	SOFR + 6.75% (1.00% floor)		12.19	%	2/8/2029			-			(4	)			(1	)		0.0	%
Billhighway - Term Loan	Software & Services	SOFR + 6.75% (1.00% floor)		12.19	%	2/8/2029			3,540			3,492				3,523			0.6	%
BKH - Delayed Draw Term Loan (4)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.96	%	2/25/2028			-			(16	)			-			0.0	%
BKH - Term Loan	Consumer Services	SOFR + 6.50% (1.00% floor)		11.96	%	2/25/2028			21,245			20,913				21,245			3.9	%
Bradford Health Services - Delayed Draw Term Loan	Health Care Equipment & Services	SOFR + 6.00% (1.00% floor)		11.48	%	10/27/2028			7,502			7,378				7,502			1.4	%
Bradford Health Services - Term Loan	Health Care Equipment & Services	SOFR + 6.00% (1.00% floor)		11.48	%	10/27/2028			12,997			12,790				12,997			2.4	%
Cardiovascular Logistics - Delayed Draw Term Loan A	Health Care Equipment & Services	SOFR + 6.25% (1.00% floor)		11.58	%	1/31/2029			5,052			4,971				5,052			0.9	%
Cardiovascular Logistics - Delayed Draw Term Loan B (4)	Health Care Equipment & Services	SOFR + 6.25% (1.00% floor)		11.58	%	1/31/2029			165			127				165			0.0	%
Cardiovascular Logistics - Term Loan	Health Care Equipment & Services	SOFR + 6.25% (1.00% floor)		11.58	%	1/31/2029			7,160			7,045				7,160			1.3	%
CheckedUp - Delayed Draw Term Loan (4)	Media & Entertainment	SOFR + 5.50% (1.00% floor)		10.69	%	10/20/2027			2,531			2,494				2,531			0.5	%
CheckedUp - Revolving Credit Line (4)	Media & Entertainment	SOFR + 5.50% (1.00% floor)		10.69	%	10/20/2027			189			167				189			0.0	%
CheckedUp - Term Loan	Media & Entertainment	SOFR + 5.50% (1.00% floor)		10.69	%	10/20/2027			9,029			8,915				9,029			1.6	%
CreditAssociates, LLC - Revolving Credit Line (4)	Financial Services	SOFR + 6.75% (1.00% floor)		12.19	%	3/29/2027			-			(11	)			(1	)		0.0	%
CreditAssociates, LLC - Term Loan	Financial Services	SOFR + 6.75% (1.00% floor)		12.19	%	3/29/2027			21,391			21,153				21,369			3.9	%
Discovery SL Management, LLC - Delayed Draw Term Loan A	Health Care Equipment & Services	SOFR + 5.75% (1.00% floor)		11.09	%	3/18/2030			435			430				432			0.1	%
Discovery SL Management, LLC - Delayed Draw Term Loan B (4)	Health Care Equipment & Services	SOFR + 5.75% (1.00% floor)		11.09	%	3/18/2030			-			(10	)			(15	)		0.0	%
Discovery SL Management, LLC - Revolving Credit Line (4)	Health Care Equipment & Services	SOFR + 5.75% (1.00% floor)		11.09	%	3/18/2030			-			(4	)			(3	)		0.0	%
Discovery SL Management, LLC - Term Loan	Health Care Equipment & Services	SOFR + 5.75% (1.00% floor)		11.09	%	3/18/2030			2,605			2,575				2,584			0.5	%
EEP-EPS Fund I-A, LP - Revolving Credit Line (4)	Media & Entertainment	SOFR + 6.00% (1.00% floor)		11.29	%	2/24/2028			-			(32	)			-			0.0	%
EEP-EPS Fund I-A, LP - Term Loan	Media & Entertainment	SOFR + 6.00% (1.00% floor)		11.29	%	2/24/2028			17,413			17,075				17,413			3.2	%
Fiesta Holdings - Revolving Credit Line (4)	Consumer Services	SOFR + 7.00% (2.00% floor)		12.48	%	10/30/2028			-			(20	)			-			0.0	%
Fiesta Holdings - Term Loan	Consumer Services	SOFR + 7.00% (2.00% floor)		12.48	%	10/30/2028			8,536			8,345				8,536			1.6	%
Firebirds Intermediate Holdings I, LLC - Delayed Draw Term Loan (4)	Consumer Services	SOFR + 6.25% (2.00% floor)		11.73	%	3/22/2028			-			(13	)			-			0.0	%
Firebirds Intermediate Holdings I, LLC - Revolving Credit Line (4)	Consumer Services	SOFR + 6.25% (2.00% floor)		11.73	%	3/22/2028			518			493				518			0.1	%

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

(amounts in thousands, except per share data)

June 30, 2024

(Unaudited)


Portfolio Company(3)(7)	Industry	Spread Above Index	Interest Rate (5)(8)			Maturity Date	Principal/ Shares (12)		Amortized Cost			Fair Value			Percentage of Net Assets (2)
Firebirds Intermediate Holdings I, LLC - Term Loan	Consumer Services	SOFR + 6.25% (2.00% floor)		11.73	%	3/22/2028		22,518		22,064			22,518			4.1	%
Giving Home Health Care - Term Loan	Health Care Equipment & Services	SOFR + 6.00% (1.00% floor)		11.32	%	4/26/2029		2,245		2,202			2,205			0.4	%
Global School Management - Delayed Draw Term Loan (4)	Consumer Services	SOFR + 5.75% (1.00% floor)		11.08	%	5/15/2029		-		(19	)		(36	)		0.0	%
Global School Management - Revolving Credit Line (4)	Consumer Services	SOFR + 5.75% (1.00% floor)		11.08	%	5/15/2029		-		(25	)		(24	)		0.0	%
Global School Management - Term Loan	Consumer Services	SOFR + 5.75% (1.00% floor)		11.08	%	5/15/2029		13,592		13,291			13,307			2.4	%
Hasa - Delayed Draw Loan (4)(9)	Capital Goods	SOFR + 5.75% (1.00% floor)		11.23	%	1/10/2029		-		(37	)		(6	)		0.0	%
Hasa - Revolving Credit Line (4)(9)	Capital Goods	SOFR + 5.75% (1.00% floor)		11.23	%	1/10/2029		186		151			180			0.0	%
Hasa - Term Loan (9)	Capital Goods	SOFR + 5.75% (1.00% floor)		11.20	%	1/10/2029		14,451		14,132			14,393			2.6	%
Hasa - Term Loan B (9)	Capital Goods	SOFR + 5.75% (1.00% floor)		11.23	%	1/10/2029		1,006		988			1,002			0.2	%
Kemper Sports Management - Delayed Draw Loan (4)	Consumer Services	SOFR + 6.25% (1.00% floor)		11.70	%	1/12/2028		4,541		4,463			4,541			0.8	%
Kemper Sports Management - Revolving Credit Line (4)(9)	Consumer Services	SOFR + 6.25% (1.00% floor)		11.73	%	1/12/2028		-		(24	)		-			0.0	%
Kemper Sports Management - Term Loan	Consumer Services	SOFR + 6.25% (1.00% floor)		11.73	%	1/12/2028		18,714		18,426			18,714			3.4	%
Kent Water Sports Holdings, LLC - Delayed Draw Loan Last-Out (10)(11)	Consumer Durables & Apparel	SOFR + 9.00% PIK		14.59	%	10/18/2027		14,006		12,840			5,224			0.9	%
Kent Water Sports Holdings, LLC - Delayed Draw Loan First-Out (4)(10)(11)	Consumer Durables & Apparel	SOFR + 10.00% PIK		15.59	%	10/18/2027		5,637		4,957			5,637			1.0	%
MerchantWise Solutions, LLC - Delayed Draw Loan (4)	Software & Services	SOFR + 6.00% (0.75% floor)		11.33	%	6/1/2028		2,645		2,601			2,221			0.4	%
MerchantWise Solutions, LLC - Revolving Credit Line	Software & Services	SOFR + 6.00% (0.75% floor)		11.33	%	6/1/2028		1,542		1,522			1,328			0.2	%
MerchantWise Solutions, LLC - Term Loan	Software & Services	SOFR + 6.00% (0.75% floor)		11.33	%	6/1/2028		12,091		11,912			10,411			1.9	%
Military Retail Solutions LLC - Delayed Draw Term Loan (4)	Consumer Staples Distribution & Retail	SOFR + 5.25% (1.00% floor)		10.59	%	6/28/2029		-		(18	)		(18	)		0.0	%
Military Retail Solutions LLC - Revolving Credit Line (4)	Consumer Staples Distribution & Retail	SOFR + 5.25% (1.00% floor)		10.59	%	6/28/2029		-		(18	)		(37	)		0.0	%
Military Retail Solutions LLC - Term Loan	Consumer Staples Distribution & Retail	SOFR + 5.25% (1.00% floor)		10.59	%	6/28/2029		15,965		15,646			15,645			2.8	%
Mollie Funding II LLC - Delayed Draw Loan (1)(4)	Financial Services	SOFR + 8.00% (1.00% floor)		13.46	%	6/11/2027		1,935		1,896			1,915			0.3	%
Mollie Funding II LLC - Revolving Credit (1)(4)	Financial Services	SOFR + 8.00% (1.00% floor)		13.46	%	6/11/2027		485		459			473			0.1	%
Mollie Funding II LLC - Term Loan (1)	Financial Services	SOFR + 8.00% (1.00% floor)		13.46	%	6/11/2027		5,806		5,704			5,760			1.0	%
Narcote, LLC - Revolving Credit Line (1)(4)	Materials	SOFR + 7.00% (1.00% floor)		12.46	%	3/30/2027		-		(13	)		-			0.0	%
Narcote, LLC - Term Loan B (1)	Materials	SOFR + 7.00% (1.00% floor)		12.46	%	3/30/2027		4,537		4,487			4,537			0.8	%
Narcote, LLC - Term Loan (1)	Materials	SOFR + 7.00% (1.00% floor)		12.46	%	3/30/2027		2,722		2,692			2,722			0.5	%
Narcote, LLC - Term Loan C (1)	Materials	SOFR + 7.00% (1.00% floor)		12.46	%	3/30/2027		478		472			478			0.1	%
National Debt Relief - Revolving Credit Line	Financial Services	SOFR + 6.50% (1.50% floor)		11.96	%	2/7/2028		2,189		2,167			2,167			0.4	%
National Debt Relief - Delayed Draw Loan	Financial Services	SOFR + 6.50% (1.50% floor)		11.96	%	2/7/2028		10,943		10,830			10,833			2.0	%
National Debt Relief - Term Loan	Financial Services	SOFR + 6.50% (1.50% floor)		11.96	%	2/7/2028		13,131		12,994			13,000			2.4	%
Oak Dental Partners Holding Company, LLC - Delayed Draw Term Loan (4)	Health Care Equipment & Services	SOFR + 7.00% (2.00% floor)		12.46	%	3/22/2028		-		(19	)		(124	)		0.0	%
Oak Dental Partners Holding Company, LLC - Revolving Credit Line (4)	Health Care Equipment & Services	SOFR + 7.00% (2.00% floor)		12.46	%	3/22/2028		344		328			293			0.1	%
Oak Dental Partners Holding Company, LLC - Term Loan	Health Care Equipment & Services	SOFR + 7.00% (2.00% floor)		12.46	%	3/22/2028		16,983		16,638			15,964			2.9	%
OAO Acquisitions - Delayed Draw Term Loan (4)	Capital Goods	SOFR + 6.25% (1.25% floor)		11.58	%	12/27/2029		237		226			237			0.0	%
OAO Acquisitions - Revolving Credit Line (4)	Capital Goods	SOFR + 6.25% (1.25% floor)		11.58	%	12/27/2029		-		(9	)		-			0.0	%
OAO Acquisitions - Term Loan	Capital Goods	SOFR + 6.25% (1.25% floor)		11.58	%	12/27/2029		6,306		6,219			6,306			1.1	%
OneCare Media, LLC - Revolving Credit Line (4)	Media & Entertainment	SOFR + 6.50% (1.00% floor)		11.94	%	9/29/2026		-		(18	)		(228	)		0.0	%
OneCare Media, LLC - Term Loan A	Media & Entertainment	SOFR + 6.50% (1.00% floor)		11.94	%	9/29/2026		10,118		10,015			8,995			1.6	%
OneCare Media, LLC - Term Loan B	Media & Entertainment	SOFR + 6.50% (1.00% floor)		11.94	%	9/29/2026		2,246		2,221			1,997			0.4	%
OneCare Media, LLC - Term Loan C	Media & Entertainment	SOFR + 6.50% (1.00% floor)		11.94	%	9/29/2026		1,404		1,388			1,249			0.2	%
OneCare Media, LLC - Term Loan D	Media & Entertainment	SOFR + 6.50% (1.00% floor)		11.94	%	9/29/2026		854		843			759			0.1	%
Peak Technologies - Term Loan	Software & Services	SOFR + 6.25% (1.00% floor)		11.59	%	7/22/2027		28,294		27,870			28,294			5.1	%
PJW Ultimate Holdings LLC - Delayed Draw Term Loan	Consumer Services	SOFR + 6.00% (1.00% floor)		11.44	%	11/17/2026		4,119		4,072			4,095			0.7	%

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

(amounts in thousands, except per share data)

June 30, 2024

(Unaudited)


Portfolio Company(3)(7)	Industry	Spread Above Index	Interest Rate (5)(8)			Maturity Date	Principal/ Shares (12)			Amortized Cost				Fair Value			Percentage of Net Assets (2)
PJW Ultimate Holdings LLC - Revolving Credit Line (4)	Consumer Services	SOFR + 6.00% (1.00% floor)		11.44	%	11/17/2026		1,187			1,167				1,174			0.2	%
PJW Ultimate Holdings LLC - Term Loan	Consumer Services	SOFR + 6.00% (1.00% floor)		11.44	%	11/17/2026		9,766			9,662				9,707			1.8	%
Planet DDS - Delayed Draw Loan (4)(9)	Software & Services	SOFR + 7.50% (0.75% floor)		12.98	%	7/18/2028		2,140			2,122				2,074			0.4	%
Planet DDS - Term Loan (9)	Software & Services	SOFR + 7.50% (0.75% floor)		12.98	%	7/18/2028		14,348			14,014				14,104			2.6	%
Priority Holdings - Term Loan	Financial Services	SOFR + 4.75% (0.50% floor)		10.08	%	5/16/2031		4,010			3,990				3,990			0.7	%
Raven Engineered Films, Inc. - Revolving Credit Line (4)	Capital Goods	SOFR + 7.00% (1.00% floor)		12.46	%	4/29/2027		302			268				214			0.0	%
Raven Engineered Films, Inc. - Term Loan	Capital Goods	SOFR + 7.00% (1.00% floor)		12.46	%	4/29/2027		20,358			20,097				19,768			3.6	%
Rushmore Intermediate - Delayed Draw Loan 2nd Amend	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.48	%	11/1/2027		1,169			1,137				1,150			0.2	%
Rushmore Intermediate - Term Loan B	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.48	%	11/1/2027		1,125			1,101				1,107			0.2	%
Rushmore Intermediate - Delayed Draw Loan 4th Amend (4)	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.48	%	11/1/2027		489			464				472			0.1	%
Rushmore Intermediate - Delayed Draw Loan	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.48	%	11/1/2027		1,262			1,246				1,242			0.2	%
Rushmore Intermediate - Revolving Credit Line (4)	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.48	%	11/1/2027		-			(15	)			(22	)		0.0	%
Rushmore Intermediate - Term Loan	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.48	%	11/1/2027		12,096			11,944				11,903			2.2	%
S4T Holdings Corp. - Delayed Draw Loan	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)		11.46	%	12/28/2026		7,654			7,555				7,654			1.4	%
S4T Holdings Corp. - Term Loan	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)		11.46	%	12/28/2026		25,627			25,341				25,627			4.7	%
Select Rehabilitation - Term Loan	Health Care Equipment & Services	SOFR + 8.50% (1.00% floor)		13.94	%	10/19/2027		19,797			19,437				17,283			3.1	%
Senior Support Holdings (Franchise) Acquisitions, Inc. - Delayed Draw Term Loan (4)	Health Care Equipment & Services	SOFR + 5.25% (1.00% floor)		10.59	%	3/20/2030		-			(18	)			-			0.0	%
Senior Support Holdings (Franchise) Acquisitions, Inc. - Term Loan	Health Care Equipment & Services	SOFR + 5.25% (1.00% floor)		10.59	%	3/20/2030		4,279			4,197				4,279			0.8	%
Spartan CP, LLC - Delayed Draw Term Loan (4)	Consumer Services	SOFR + 5.75% (1.00% floor)		11.09	%	6/28/2029		-			(25	)			(25	)		0.0	%
Spartan CP, LLC - Revolving Credit Line (4)	Consumer Services	SOFR + 5.75% (1.00% floor)		11.09	%	6/28/2029		-			(10	)			(5	)		0.0	%
Spartan CP, LLC - Term Loan	Consumer Services	SOFR + 5.75% (1.00% floor)		11.09	%	6/28/2029		5,517			5,407				5,462			1.0	%
VardimanBlack Holdings LLC - Delayed Draw Loan (4)(10)	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)		12.43	%	3/18/2027		1,627			1,546				1,858			0.3	%
VardimanBlack Holdings LLC - Term Loan (10)	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)		12.43	%	3/18/2027		19,453			16,767				19,453			3.5	%
Vecta Environmental Services - Delayed Draw Term Loan (4)	Commercial & Professional Services	SOFR + 6.50% (1.00% floor)		11.93	%	12/30/2027		-			(17	)			(270	)		0.0	%
Vecta Environmental Services - Revolving Credit Line (4)	Commercial & Professional Services	SOFR + 6.50% (1.00% floor)		11.93	%	12/30/2027		495			482				400			0.1	%
Vecta Environmental Services - Term Loan	Commercial & Professional Services	SOFR + 6.50% (1.00% floor)		11.93	%	12/30/2027		8,058			7,939				7,180			1.3	%
VENU+ - Revolving Credit Line	Media & Entertainment	SOFR + 6.75% (1.00% floor)		12.22	%	11/30/2026		1,108			1,090				1,043			0.2	%
VENU+ - Term Loan	Media & Entertainment	SOFR + 6.75% (1.00% floor)		12.25	%	11/30/2026		19,153			18,820				18,023			3.3	%
West Creek Financial SPV- Debt Facility VI - Delayed Draw Term Loan (1)(4)	Financial Services	SOFR + 6.75% (1.00% floor)		12.21	%	8/31/2027		529			501				519			0.1	%
West Creek Financial SPV- Debt Facility VI - Revolving Credit Line (1)(4)	Financial Services	SOFR + 6.75% (1.00% floor)		12.21	%	8/31/2027		770			747				761			0.1	%
West Creek Financial SPV- Debt Facility VI - Term Loan (1)	Financial Services	SOFR + 6.75% (1.00% floor)		12.21	%	8/31/2027		5,101			5,016				5,071			0.9	%
Whitestone Home Furnishings, LLC - Term Loan	Consumer Durables & Apparel	SOFR + 6.50% (1.00% floor)		11.94	%	8/20/2026		14,511			14,366				14,381			2.6	%
Total First Lien Senior Secured								642,985			628,451				619,447			112.5	%
Total Debt Investments							$	642,985		$	628,451			$	619,447			112.5	%

Equity Investments(6)
Preferred Equity
Atlas US Holdings, LP - class X preferred	Financial Services	15.00% PIK	15.00% PIK			NA		299,552	$		300		$		527			0.1	%
Atlas US Holdings, LP - class B-2 units	Financial Services	NA	NA			NA		857,787			873				8			0.0	%
EEP-EPS Fund I-A, LP - Series A-1 Preferred Units	Media & Entertainment	NA	NA			NA		887,237			887				800			0.1	%
Kent Water Sports Holdings, LLC - Preferred Stock (9)(10)(11)	Consumer Durables & Apparel	NA	NA			NA		3,495			-				-			0.0	%
VardimanBlack Holdings LLC - Preferred Equity (10)	Health Care Equipment & Services	NA	NA			NA		9,268,770			2,908				2,857			0.5	%
Total Preferred Equity										$	4,968			$	4,192			0.7	%

Common Equity
190 Octane Holdings, LLC - series A-1 units (9)	Consumer Services	NA	NA			NA		223,551	$		377		$		179			0.0	%
Cardiovascular Logistics - Class O2 Units	Health Care Equipment & Services	NA	NA			NA		142,509			143				132			0.0	%
CTM Acquisition LLC Equity	Media & Entertainment	NA	NA			NA		664,865			665				269			0.0	%
Firebirds Intermediate Holdings I, LLC - Class A Units	Consumer Services	NA	NA			NA		590,012			590				439			0.1	%
Firebirds Intermediate Holdings I, LLC - Class B Units	Consumer Services	NA	NA			NA		590,012			-				-			0.0	%
Kemper Sports Management Holdings LLC Equity (9)	Consumer Services	NA	NA			NA		610,763			611				812			0.1	%

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

(amounts in thousands, except per share data)

June 30, 2024

(Unaudited)


Portfolio Company(3)(7)	Industry	Spread Above Index	Interest Rate (5)(8)	Maturity Date	Principal/ Shares (12)			Amortized Cost			Fair Value			Percentage of Net Assets (2)
Kent Water Sports Holdings, LLC - Common Stock (9)(10)(11)	Consumer Durables & Apparel	NA	NA	NA		97			-			-			0.0	%
Oak Dental Partners Holding Company, LLC - Class C Units (9)	Health Care Equipment & Services	NA	NA	NA		45			344			357			0.1	%
Rushmore Lender Co-Invest Blocker, LLC - Common Stock	Health Care Equipment & Services	NA	NA	NA		627,461			627			746			0.1	%
Senior Support Holdings, LP - Class A-1 (9)	Health Care Equipment & Services	NA	NA	NA		409			409			422			0.1	%
Senior Support Holdings, LP - Class B (9)	Health Care Equipment & Services	NA	NA	NA		409			-			28			0.0	%
TVG OCM III (FT) Blocker, LLC - Class B Units	Media & Entertainment	NA	NA	NA		706			706			155			0.0	%
VardimanBlack Holdings LLC - Class A (9)(10)	Health Care Equipment & Services	NA	NA	NA		19,103,095			-			-			0.0	%
Vistria ESS Holdings, LLC - Equity	Commercial & Professional Services	NA	NA	NA		326			326			749			0.1	%
Total Common Equity									4,798			4,288			0.6	%
Total Equity Investments									9,766			8,480			1.3	%
Total Investments								$	638,217		$	627,927			113.8	%

Cash and Cash Equivalents
First American Government Obligations Fund - X Class, 5.23%	Cash Equivalents	NA	NA	NA		4,153	$		4,153	$		4,153			0.8	%
Other cash and cash equivalents	Cash Equivalents	NA	NA	NA	NA				4			4			0.0	%
Total Cash and Cash Equivalents									4,157			4,157			0.8	%
Total Investments and Cash and Cash Equivalents								$	642,374		$	632,084			114.6	%
Liabilities in Excess of Other Assets											$	(82,042	)		-14.6	%
Net Assets											$	550,042			100.0	%

(1)

The Company deemed this asset to be a "non-qualifying asset" under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act"). Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of June 30, 2024, 3.45% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.

(2)

Percentages are based on net assets as of June 30, 2024.

(3)

The fair value of investments with respect to securities for which market quotations are not readily available are valued using significant unobservable inputs (See Note 3 – Fair Value of Financial Instruments).

(4)

For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded. Please refer to Note 7 - Commitments and Contingencies for details of these unfunded commitments.

(5)

The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR") and which reset monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over the reference rate and the current interest rate in effect at the reporting date. As of June 30, 2024, the reference rates for the Company's variable rate loans were the 1 mo. SOFR at 5.34%, the 3 mo. SOFR at 5.32%, and the 6 mo. SOFR at 5.25%. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.

(6)

Equity and member interests are non-income-producing unless otherwise noted.

(7)

All investments domiciled in the United States unless otherwise noted.

(8)

Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0% - 0.25% depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown.

(9)

Ownership of this investment is through a wholly-owned and consolidated subsidiary.

(10)

Investment is on non-accrual status.

(11)

Investment is deemed an affiliated investment. Affiliated investments generally are defined by the 1940 Act, as amended, as investments in portfolio companies in which the Company owns between 5% and 25% of the voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the portfolio company was an affiliated investment (but not a portfolio company that the Company is deemed to control).

(12)

The total principal amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) owned is presented for equity investments.

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

(amounts in thousands, except per share data)

June 30, 2024

(Unaudited)

The following table shows the portfolio composition by industry grouping based on fair value at June 30, 2024:


	At June 30, 2024(1)
Industry	Investments and Cash and Cash Equivalents at Fair Value		Percentage of Total Portfolio
Consumer Services		136,809		21.6	%
Health Care Equipment & Services		117,479		18.6
Financial Services		90,399		14.3
Media & Entertainment		70,679		11.2
Software & Services		62,046		9.8
Capital Goods		42,094		6.7
Commercial & Professional Services		41,340		6.5
Consumer Durables & Apparel		25,242		4.0
Technology Hardware & Equipment		16,377		2.6
Consumer Staples Distribution & Retail		15,590		2.5
Materials		7,737		1.2
Cash and Cash Equivalents		4,157		0.7
Telecommunication Services		2,135		0.3
	$	632,084		100.0	%

(1) The company reclassified certain industry groupings of its portfolio companies presented in the consolidated financial statements as of June 30, 2024 to align with Global Industry Classification Standards (“GICS”), where applicable. These reclassifications had no impact on the Consolidated Statement of Assets and Liabilities as of June, 30 2024.

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

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

(amounts in thousands, except per share data)

December 31, 2023


Portfolio Company(3)(7)	Industry	Spread Above Index	Interest Rate			Maturity Date	Principal / Shares		Amortized Cost			Fair Value			Percentage of Net Assets (2)
Debt Investments
First Lien Senior Secured(5)
190 Octane Financing - Delayed Draw Loan (8)	Consumer Services	SOFR + 6.50% (1.00% floor)		12.07	%	5/10/2027	$	4,875	$	4,812		$	4,797			0.9	%
190 Octane Financing - Revolving Credit Line (4)(8)	Consumer Services	SOFR + 6.50% (1.00% floor)		12.07	%	5/10/2027		571		555			553			0.1	%
190 Octane Financing - Term Loan (8)	Consumer Services	SOFR + 6.50% (1.00% floor)		12.07	%	5/10/2027		8,434		8,302			8,299			1.6	%
Abea Acquisition, Inc. - Delayed Draw Loan	Consumer Services	SOFR + 6.50% (1.00% floor)		11.85	%	11/30/2026		1,397		1,380			1,390			0.3	%
Abea Acquisition, Inc. - Term Loan	Consumer Services	SOFR + 6.50% (1.00% floor)		11.85	%	11/30/2026		11,153		11,026			11,098			2.1	%
AccessOne Medcard, Inc. - Term Loan	Health Care Technology	SOFR + 7.50% (0.50% floor)		12.85	%	8/20/2026		11,694		11,574			11,016			2.1	%
ACT Acquisition - Delayed Draw Term Loan (4)	Consumer Services	SOFR + 6.75% (1.00% floor)		12.10	%	12/4/2028		—		(19	)		(38	)		—	%
ACT Acquisition - Revolving Credit Line (4)	Consumer Services	SOFR + 6.75% (1.00% floor)		12.10	%	12/4/2028		—		(17	)		(17	)		—	%
ACT Acquisition - Term Loan (8)	Consumer Services	SOFR + 6.75% (1.00% floor)		12.22	%	12/4/2028		6,579		6,432			6,431			1.2	%
Aurora Solutions LLC - Delayed Draw Loan (4)(8)	Diversified Financials	SOFR + 6.00% (0.75% floor) + 0.50% PIK		11.96	%	12/31/2027		3,328		3,273			3,265			0.6	%
Aurora Solutions LLC - Revolving Credit Line (4)(8)	Diversified Financials	SOFR + 6.00% (0.75% floor) + 0.50% PIK		11.96	%	12/31/2027		512		499			501			0.1	%
Aurora Solutions LLC - Term Loan (8)	Diversified Financials	SOFR + 6.00% (0.75% floor) + 0.50% PIK		11.96	%	12/31/2027		9,433		9,328			9,348			1.8	%
Batteries Plus Holding Corporation - Revolving Credit Line (4)(8)	Consumer Services	SOFR + 6.75% (1.00% floor)		12.21	%	6/27/2028		—		(48	)		(6	)		—	%
Batteries Plus Holding Corporation - Term Loan (8)	Consumer Services	SOFR + 6.75% (1.00% floor)		12.21	%	6/27/2028		16,460		16,070			16,410			3.1	%
BKH - Delayed Draw Term Loan (4)(8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.97	%	2/25/2028		—		(18	)		(2	)		—	%
BKH - Term Loan (8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.97	%	2/25/2028		21,521		21,145			21,498			4.1	%
Bradford Health Services - Delayed Draw Term Loan (8)	Health Care Providers & Services	SOFR + 6.00% (1.00% floor)		11.48	%	10/27/2024		7,540		7,442			7,540			1.4	%
Bradford Health Services - Term Loan (8)	Health Care Providers & Services	SOFR + 6.00% (1.00% floor)		11.48	%	10/27/2028		13,063		12,837			13,063			2.5	%
Cardiovascular Logistics - Delayed Draw Term Loan A (8)	Health Care Providers & Services	SOFR + 6.25% (1.00% floor)		11.73	%	1/31/2029		5,078		4,989			4,997			0.9	%
Cardiovascular Logistics - Delayed Draw Term Loan B (4)(8)	Health Care Providers & Services	SOFR + 6.25% (1.00% floor)		11.73	%	1/31/2029		166		124			88			—	%
Cardiovascular Logistics - Term Loan (8)	Health Care Providers & Services	SOFR + 6.25% (1.00% floor)		11.73	%	1/31/2029		7,196		7,071			7,081			1.3	%
CheckedUp - Delayed Draw Term Loan (4)(8)	Technology Hardware & Equipment	SOFR + 5.25% (1.00% floor)		10.71	%	10/20/2027		1,300		1,267			1,300			0.2	%
CheckedUp - Revolving Credit Line (4)(8)	Technology Hardware & Equipment	SOFR + 5.25% (1.00% floor)		10.71	%	10/20/2027		1,621		1,596			1,621			0.3	%
CheckedUp - Term Loan (8)	Technology Hardware & Equipment	SOFR + 5.25% (1.00% floor)		10.71	%	10/20/2027		9,075		8,945			9,075			1.7	%
CreditAssociates, LLC - Revolving Credit Line (4)	Diversified Financials	SOFR + 6.75% (1.00% floor)		12.10	%	3/29/2027		—		(13	)		(8	)		—	%
CreditAssociates, LLC - Term Loan	Diversified Financials	SOFR + 6.75% (1.00% floor)		12.10	%	3/29/2027		22,115		21,832			21,959			4.2	%
Educators Publishing Service - Revolving Credit Line (4)	Media	SOFR + 6.00% (1.00% floor)		11.35	%	2/24/2028		—		(37	)		—			—	%
Educators Publishing Service - Term Loan	Media	SOFR + 6.00% (1.00% floor)		11.35	%	2/24/2028		17,502		17,122			17,502			3.3	%
Fiesta Holdings - Revolving Credit Line (4)(8)	Consumer Services	SOFR + 7.00% (2.00% floor)		12.48	%	10/30/2028		—		(22	)		(18	)		—	%
Fiesta Holdings - Term Loan (8)	Consumer Services	SOFR + 7.00% (2.00% floor)		12.48	%	10/30/2028		9,692		9,455			9,498			1.8	%
Firebirds - Delayed Draw Term Loan (4)(8)	Consumer Services	SOFR + 6.25% (2.00% floor)		11.71	%	3/22/2028		—		(15	)		(14	)		—	%
Firebirds - Revolving Credit Line (4)(8)	Consumer Services	SOFR + 6.25% (2.00% floor)		11.71	%	3/22/2028		691		662			677			0.1	%
Firebirds - Term Loan (8)	Consumer Services	SOFR + 6.25% (2.00% floor)		11.71	%	3/22/2028		22,632		22,125			22,405			4.3	%
Hasa - Delayed Draw Loan (4)(8)(9)	Capital Goods	SOFR + 5.75% (1.00% floor)		11.23	%	1/10/2029		—		(41	)		(19	)		—	%
Hasa - Revolving Credit Line (4)(8)(9)	Capital Goods	SOFR + 5.75% (1.00% floor)		11.23	%	1/10/2029		186		147			168			—	%
Hasa - Term Loan (8)(9)	Capital Goods	SOFR + 5.75% (1.00% floor)		11.23	%	1/10/2029		14,524		14,173			14,349			2.7	%
Kemper Sports Management - Delayed Draw Loan (4)(8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.96	%	1/12/2028		4,564		4,476			4,525			0.9	%
Kemper Sports Management - Revolving Credit Line (4)(8)(9)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.96	%	1/12/2028		—		(27	)		(12	)		—	%
Kemper Sports Management - Term Loan (8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.98	%	1/12/2028		18,809		18,482			18,677			3.5	%
Kent Water Sports Holdings, LLC - Delayed Draw Loan Last-Out (10)(11)(12)	Consumer Durables & Apparel	SOFR + 9.00% PIK		14.44	%	12/31/2025		13,186		12,748			8,176			1.6	%
Kent Water Sports Holdings, LLC - Delayed Draw Loan First-Out (10)(11)(12)	Consumer Durables & Apparel	SOFR + 10.00% PIK		15.44	%	12/31/2025		3,662		3,495			3,662			0.7	%
MerchantWise Solutions, LLC - Delayed Draw Loan (4)	Software & Services	SOFR + 6.00% (0.75% floor)		11.33	%	6/1/2028		2,658		2,611			2,545			0.5	%
MerchantWise Solutions, LLC - Revolving Credit Line (4)	Software & Services	SOFR + 6.00% (0.75% floor)		11.33	%	6/1/2028		231		209			174			—	%
MerchantWise Solutions, LLC - Term Loan (4)	Software & Services	SOFR + 6.00% (0.75% floor)		11.33	%	6/1/2028		12,153		11,957			11,704			2.2	%
Mollie Funding II LLC - Delayed Draw Loan (1)(4)(8)	Diversified Financials	SOFR + 8.00% (1.00% floor)		13.47	%	6/11/2027		2,876		2,814			2,814			0.5	%
Mollie Funding II LLC - Revolving Credit (1)(4)(8)	Diversified Financials	SOFR + 8.00% (1.00% floor)		13.47	%	6/11/2027		607		579			579			0.1	%
Mollie Funding II LLC - Term Loan (1)(8)	Diversified Financials	SOFR + 8.00% (1.00% floor)		13.47	%	6/11/2027		8,627		8,453			8,472			1.6	%
Narcote, LLC - Revolving Credit Line (1)(4)(8)	Industrials	SOFR + 7.00% (1.00% floor)		12.47	%	3/30/2027		1,143		1,127			1,143			0.2	%
Narcote, LLC - Term Loan (1)(8)	Industrials	SOFR + 7.00% (1.00% floor)		12.47	%	3/30/2027		4,584		4,526			4,584			0.9	%
Narcote, LLC - Term Loan (1)(8)	Industrials	SOFR + 7.00% (1.00% floor)		12.47	%	3/30/2027		2,751		2,716			2,751			0.5	%
National Debt Relief - Delayed Draw Loan (8)	Diversified Financials	SOFR + 6.00% (1.50% floor)		11.47	%	2/24/2027		10,943		10,810			10,801			2.1	%
National Debt Relief - Revolving Credit Line (4)(8)	Diversified Financials	SOFR + 6.00% (1.50% floor)		11.47	%	2/24/2027		—		(26	)		(28	)		—	%
National Debt Relief - Term Loan (8)	Diversified Financials	SOFR + 6.00% (1.50% floor)		11.47	%	2/24/2027		13,131		12,970			12,961			2.5	%
Nuspire, LLC - Revolving Credit Line (4)(8)	Software & Services	SOFR + 5.75% (1.00% floor)		11.21	%	5/25/2027		—		(12	)		(29	)		—	%
Nuspire, LLC - Term Loan (8)	Software & Services	SOFR + 5.75% (1.00% floor)		11.21	%	5/25/2027		6,930		6,826			6,701			1.3	%
Oak Dental - Delayed Draw Term Loan (4)(8)	Health Care Equipment & Services	SOFR + 6.50% (2.00% floor)		11.97	%	3/22/2028		—		(78	)		(433	)		(0.1	)%
Oak Dental - Revolving Credit Line (4)(8)	Health Care Equipment & Services	SOFR + 6.50% (2.00% floor)		11.97	%	3/22/2028		344		326			294			0.1	%
Oak Dental - Term Loan (8)	Health Care Equipment & Services	SOFR + 6.50% (2.00% floor)		12.09	%	3/22/2028		17,932		17,525			16,874			3.2	%
OAO Acquisitions - Delayed Draw Term Loan (4)	Capital Goods	SOFR + 6.25% (1.25% floor)		11.60	%	12/27/2029		—		(10	)		(20	)		—	%
OAO Acquisitions - Revolving Credit Line (4)	Capital Goods	SOFR + 6.25% (1.25% floor)		11.60	%	12/27/2029		—		(10	)		(10	)		—	%
OAO Acquisitions - Term Loan	Capital Goods	SOFR + 6.25% (1.25% floor)		11.60	%	12/27/2029		6,322		6,227			6,227			1.2	%
OneCare Media, LLC - Revolving Credit Line (4)	Media	SOFR + 6.50% (1.00% floor)		11.85	%	9/29/2026		—		(23	)		(37	)		—	%
OneCare Media, LLC - Term Loan A	Media	SOFR + 6.50% (1.00% floor)		11.85	%	9/29/2026		10,412		10,284			10,224			1.9	%
OneCare Media, LLC - Term Loan B	Media	SOFR + 6.50% (1.00% floor)		11.85	%	9/29/2026		2,311		2,279			2,269			0.4	%
OneCare Media, LLC - Term Loan C	Media	SOFR + 6.50% (1.00% floor)		11.85	%	9/29/2026		1,444		1,421			1,418			0.3	%
OneCare Media, LLC - Term Loan D	Media	SOFR + 6.50% (1.00% floor)		11.85	%	9/29/2026		877		864			861			0.2	%
Peak Technologies - Term Loan	Technology Hardware & Equipment	SOFR + 6.25% (1.00% floor)		11.60	%	7/22/2027		28,438		27,944			28,152			5.3	%
PJW Ultimate Holdings LLC - Delayed Draw Term Loan	Consumer Services	SOFR + 6.00% (1.00% floor)		11.35	%	11/17/2026		4,162		4,105			4,075			0.8	%
PJW Ultimate Holdings LLC - Revolving Credit Line (4)	Consumer Services	SOFR + 6.00% (1.00% floor)		11.35	%	11/17/2026		492		467			447			0.1	%

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

(amounts in thousands, except per share data)

December 31, 2023


Portfolio Company(3)(7)	Industry	Spread Above Index	Interest Rate			Maturity Date	Principal / Shares		Amortized Cost			Fair Value			Percentage of Net Assets (2)
PJW Ultimate Holdings LLC - Term Loan	Consumer Services	SOFR + 6.00% (1.00% floor)		11.35	%	11/17/2026		9,766		9,642			9,561			1.8	%
Planet DDS - Delayed Draw Loan (4)(8)(9)	Health Care Technology	SOFR + 7.50% (0.75% floor)		12.96	%	7/18/2028		1,479		1,459			1,429			0.3	%
Planet DDS - Term Loan (8)(9)	Health Care Technology	SOFR + 7.50% (0.75% floor)		12.91	%	7/18/2028		14,348		13,984			14,032			2.7	%
Raven Engineered Films, Inc. - Revolving Credit Line (4)(8)	Industrials	SOFR + 7.00% (1.00% floor)		12.47	%	4/29/2027		—		(50	)		(132	)		—	%
Raven Engineered Films, Inc. - Term Loan (8)	Industrials	SOFR + 7.00% (1.00% floor)		12.47	%	4/29/2027		20,924		20,615			20,191			3.8	%
Rushmore Intermediate - Delayed Draw Loan	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.33	%	11/1/2027		1,262		1,244			1,227			0.2	%
Rushmore Intermediate - Delayed Draw Loan 2nd Amend (4)	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.33	%	11/1/2027		1,169		1,128			1,132			0.2	%
Rushmore Intermediate - Revolving Credit Line (4)	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.33	%	11/1/2027		—		(17	)		(38	)		—	%
Rushmore Intermediate - Term Loan	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.33	%	11/1/2027		12,096		11,925			11,757			2.2	%
Rushmore Intermediate - Term Loan B	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.33	%	11/1/2027		1,125		1,098			1,094			0.2	%
S4T Holdings Corp. - Delayed Draw Loan (8)	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)		11.47	%	12/28/2026		7,692		7,575			7,692			1.5	%
S4T Holdings Corp. - Term Loan (8)	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)		11.47	%	12/28/2026		25,758		25,419			25,757			4.9	%
Select Rehabilitation - Term Loan (8)	Health Care Providers & Services	SOFR + 8.50% (1.00% floor)		13.93	%	10/19/2027		19,898		19,494			19,043			3.6	%
The Smilist Management, Inc. - Delayed Draw Loan A	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.85	%	12/23/2025		2,688		2,666			2,634			0.5	%
The Smilist Management, Inc. - Delayed Draw Loan B	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.85	%	12/23/2025		5,726		5,675			5,611			1.1	%
The Smilist Management, Inc. - Delayed Draw Loan c	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.85	%	12/23/2025		4,558		4,518			4,467			0.8	%
The Smilist Management, Inc. - Revolving Credit Line	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.85	%	12/23/2025		549		544			538			0.1	%
The Smilist Management, Inc. - Term Loan	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.85	%	12/23/2025		4,845		4,805			4,748			0.9	%
VardimanBlack Holdings LLC - Delayed Draw Loan (8)(10)	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)		12.46	%	3/18/2027		6,931		6,707			5,905			1.1	%
VardimanBlack Holdings LLC - Delayed Draw Loan 1st Amend (8)(10)	Health Care Equipment & Services	SOFR + 8.00% (0.50% floor)		13.46	%	3/18/2027		11,327		10,948			9,650			1.8	%
VardimanBlack Holdings LLC - Term Loan (8)(10)	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)		12.46	%	3/18/2027		8,342		8,072			7,108			1.3	%
Vecta Environmental Services - Delayed Draw Term Loan (4)(8)	Commercial & Professional Services	SOFR + 6.25% (1.00% floor)		11.73	%	12/30/2027		—		(20	)		(336	)		(0.1	)%
Vecta Environmental Services - Revolving Credit Line (4)(8)	Commercial & Professional Services	SOFR + 6.50% (1.00% floor)		11.96	%	12/30/2027		247		233			130			—	%
Vecta Environmental Services - Term Loan (8)	Commercial & Professional Services	SOFR + 6.50% (1.00% floor)		11.98	%	12/30/2027		8,099		7,962			6,997			1.3	%
VENU+ - Revolving Credit Line (4)(8)	Consumer Services	SOFR + 6.75% (1.00% floor)		12.26	%	11/30/2026		739		717			704			0.1	%
VENU+ - Term Loan (8)	Consumer Services	SOFR + 6.75% (1.00% floor)		12.26	%	11/30/2026		19,250		18,856			18,654			3.5	%
West Creek Financial SPV- Debt Facility VI - Delayed Draw Term Loan (4)(8)	Diversified Financials	SOFR + 6.75% (1.00% floor)		12.22	%	8/31/2027		529		497			496			0.1	%
West Creek Financial SPV- Debt Facility VI - Revolving Credit Line (1)(8)	Diversified Financials	SOFR + 6.75% (1.00% floor)		12.22	%	8/31/2027		1,444		1,417			1,416			0.3	%
West Creek Financial SPV- Debt Facility VI - Term Loan (1)(8)	Diversified Financials	SOFR + 6.75% (1.00% floor)		12.22	%	8/31/2027		5,101		5,004			5,005			1.0	%
Whitestone Home Furnishings, LLC - Term Loan	Consumer Durables & Apparel	SOFR + 6.50% (1.00% floor)		11.85	%	8/20/2026		14,665		14,487			14,342			2.7	%
Wilnat, Inc. - Revolving Credit Line (4)	Capital Goods	SOFR + 5.00% (1.00% floor)		10.35	%	12/29/2026		—		(15	)		—			—	%
Wilnat, Inc. - Term Loan	Capital Goods	SOFR + 5.00% (1.00% floor)		10.35	%	12/29/2026		12,098		11,939			12,098			2.3	%
Wilnat, Inc. - Term Loan B	Capital Goods	SOFR + 5.00% (1.00% floor)		10.35	%	12/29/2026		3,143		3,087			3,143			0.6	%
Total First Lien Senior Secured								633,725		621,623			612,403			116.0	%
Total Debt Investments								633,725		621,623			612,403			116.0	%

Preferred Equity(6)
Atlas US Holdings, LP - class X preferred	Diversified Financials	15.00% PIK	15.00% PIK			NA		207,508	$	208		$	415			0.1	%
Atlas US Holdings, LP - class B-2 units	Diversified Financials	NA	NA			NA		857,787		873			289			0.1	%
Educators Publishing Service - Series A-1 Preferred Units	Media	NA	NA			NA		887,237		887			1,117			0.2	%
Kent Water Sports Holdings, LLC - Preferred Stock (9)(10)(11)(12)	Consumer Durables & Apparel	NA	NA			NA		1,398		—			—			—	%
TVG OCM III (FT) Blocker, LLC - Class B Units	Media	NA	NA			NA		706		706			744			0.1	%
Total Preferred Equity										2,674			2,565			0.5	%

Common Equity(6)
190 Octane Holdings, LLC - series A-1 units (9)	Consumer Services	NA	NA			NA		223,551	$	377		$	353			0.1	%
Cardiovascular Logistics - Class O2 Units	Health Care Providers & Services	NA	NA			NA		142,509		143			141			—	%
CTM Group - Class A-1 Units	Consumer Services	NA	NA			NA		664,865		665			502			0.1	%
Firebirds - Class A Units	Consumer Services	NA	NA			NA		590,012		590			466			0.1	%
Firebirds - Class B Units	Consumer Services	NA	NA			NA		590,012		—			—			—	%
Kemper Sports Management Holdings LLC Equity (9)	Consumer Services	NA	NA			NA		610,763		611			681			0.1	%
Kent Water Sports Holdings, LLC - Common Stock (9)(10)(11)(12)	Consumer Durables & Apparel	NA	NA			NA		97		—			—			—	%
Oak Dental - Class C Units (9)	Health Care Equipment & Services	NA	NA			NA		45		344			368			0.1	%
Rushmore Lender Co-Invest Blocker, LLC - Common Stock	Health Care Equipment & Services	NA	NA			NA		537,606		538			498			0.1	%
Vistria ESS Holdings, LLC - Equity	Commercial & Professional Services	NA	NA			NA		326		326			599			0.1	%
Total Common Equity										3,594			3,608			0.7	%
Total Equity Investments										6,268			6,173			1.2	%
Total Investments									$	627,891			618,576			117.2	%
Liabilities in Excess of Other Assets													(91,918	)		(17.2	)%

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

(amounts in thousands, except per share data)

December 31, 2023

Portfolio Company(3)(7)

Industry

Spread Above Index

Interest
Rate

Maturity
Date

Principal
/ Shares

Amortized
Cost

Fair
Value

Percentage
of Net
Assets (2)

Net Assets

526,658

100.0

(1)

The Company deemed this asset to be a “non-qualifying asset” under Section 55(a) of the 1940 Act, as amended. Qualifying assets must represent at least 70.0% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2023, 4.32% of the Company’s total assets are represented by investments at fair value that are considered non-qualifying assets.

(2)

Percentages are based on net assets as of December 31, 2023.

(3)

(4)

(5)

The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR”) and which reset monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over the reference rate and the current interest rate in effect at the reporting date. As of December 31, 2023, the reference rates for the Company's variable rate loans were the 1 month SOFR at 5.35%, the 3 month SOFR at 5.33%, and the 6 month SOFR at 5.16%. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.

(6)

Equity investments are non-income-producing unless otherwise noted.

(7)

All investments domiciled in the United States unless otherwise noted.

(8)

Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0% - 0.26% depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown.

(9)

Ownership of this investment is through a wholly-owned subsidiary.

(10)

Investment is on non-accrual status.

(11)

Affiliated Investments generally are defined by the 1940 Act as investments in portfolio companies in which the Company owns between 5% and 25% of the voting securities. Unless otherwise noted, investments in portfolio companies are non-control/non-affiliated investments.

(12)

During the fourth quarter of 2023, the Company received as part of a restructuring of Kent Water Sports Holdings, LLC, preferred and common shares which resulted in the portfolio company being classified as an affiliated investment. During the fourth quarter of 2023 a realized loss of $4.2 million was recognized by the Company in conjunction with the restructuring. Subsequent to classification as an affiliated investment, there have been no material changes to the investment’s principal balance, fair value or related income statement activity.

The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2023:


	At December 31, 2023
	Investments at		Percentage of
Industry	Fair Value		Total Portfolio
Consumer Services	$	161,594		26.1	%
Diversified Financials		78,285		12.7
Health Care Providers & Services		69,951		11.3
Health Care Equipment & Services		55,436		9.0
Commercial & Professional Services		40,839		6.6
Technology Hardware & Equipment		40,148		6.5
Capital Goods		35,936		5.8
Media		34,098		5.5
Industrials		28,537		4.6
Health Care Technology		26,477		4.3
Consumer Durables & Apparel		26,180		4.2
Software & Services		21,095		3.4
	$	618,576		100	%

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

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages, and as otherwise indicated)

June 30, 2024

(Unaudited)

Note 1—Organization

Commonwealth Credit Partners BDC I, Inc. (“we”, “us”, “our”, or the “Company”) is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company was formed on January 15, 2021 (“Inception Date”) as a Delaware corporation. The Company commenced investment operations on August 17, 2021.

The Company is managed by Commonwealth Credit Advisors LLC (the “Investment Adviser”), a Delaware limited liability company and an affiliate of Comvest Capital Advisors LLC, Comvest Credit Advisors LLC and Comvest Credit Managers, LLC (collectively “Comvest Partners”). The Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Investment Adviser oversees the management of the Company’s activities and is responsible for making investment decisions with respect to the Company’s portfolio.

The Company’s investment objective is to generate both current income and capital appreciation by investing in middle-market companies in a wide range of industries primarily structured as senior credit facilities, and to a lesser extent, junior credit facilities. The Company also may purchase interests in loans through secondary market transactions.

The Company conducted private placements of shares of its common stock, par value $0.001 per share (the “Common Stock” or “Shares”), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Each investor in the private placement made a capital commitment (the “Capital Commitments”) to purchase shares of Common Stock pursuant to a subscription agreement (a “Subscription Agreement”). Investors are required to make capital contributions to purchase additional shares of Common Stock (the “Drawdown Purchase Price”) each time the Company delivers a drawdown notice (the “Drawdown Notice”), which are delivered at least ten business days prior to the required funding date, in an aggregate amount not to exceed their respective Capital Commitments.

The Company has established CCP BDC Blocker I, LLC, CCP BDC Blocker II, LLC, and CCP Blocker III, LLC, wholly-owned direct subsidiaries. These subsidiaries allow the Company to hold equity securities of portfolio companies organized as a pass-through entity while continuing to satisfy the requirements of a RIC under the Code.

On February 7, 2022, the Company established CCP BDC California LLC, a California limited liability company that is a disregarded entity for tax purposes, which has been established to acquire investments in the State of California, as required by California law. Prior to February 7, 2022 and through this date, financial information presented represents Commonwealth Credit Partners BDC I, Inc. only.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services—Investment Companies (“ASC 946”). The Company consolidates its wholly-owned direct subsidiaries, CCP BDC Blocker I, LLC, CCP BDC Blocker II, LLC, CCP Blocker III, LLC, and CCP BDC California LLC.

The Company’s consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for the periods presented. All intercompany transactions have been eliminated. Revenues are recognized when earned and expenses when incurred. The financial results of the Company’s portfolio investments are not consolidated in the financial statements.

The Company’s consolidated interim financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 6 of Regulation S-X. Accordingly, the Company’s consolidated interim financial

statements do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. The unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto in the Company’s Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company reclassified certain industry groupings of its portfolio companies presented in the accompanying consolidated financial statements as of June 30, 2024 to align with the recently updated Global Industry Classification Standards (“GICS”), where applicable. These reclassifications had no impact on the Consolidated Statement of Assets and Liabilities as of June 30, 2024.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could differ from those estimates.

Valuation of Portfolio Investments

The Investment Adviser applies fair value accounting in accordance with GAAP. Fair value is the amount 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. Investments are reflected on the Company’s Consolidated Statements of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Company’s Consolidated Statements of Operations as “Net change in unrealized gains (losses) of investments” and realizations of portfolio investments reflected in the Company’s Consolidated Statements of Operations as “Net realized gains (losses) on investments”.

The Investment Adviser values the Company’s portfolio investments on a quarterly basis, or more frequently if required under the 1940 Act. For purposes of the 1940 Act, the Company’s board of directors (“Board”) has designated the Investment Adviser as the Company’s “valuation designee” under Rule 2a-5 under the 1940 Act. The Board provides oversight of the Investment Adviser’s fair value determinations of the Company’s portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded and those whose market prices are not readily available. Security transactions are accounted for on a trade date basis.

Given that the Company's assets are currently treated as "plan assets" under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 4975 of the Code, one or more independent valuation firms (each a “Valuation Agent”) will be engaged to independently value the Company’s investments, in consultation with the Investment Adviser. The Company’s quarterly valuation procedures, which are the procedures that will be followed by such Valuation Agent to the extent the Company’s assets are treated as "plan assets" under ERISA and/or Section 4975 of the Code, are set forth in more detail below:

Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.

Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.

a) Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is used. If the Valuation Agent is unable to sufficiently validate the quote(s) internally and if the investment’s par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and

b) For investments other than bonds, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following:

i) Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If quotes from pricing services differ by +/- five points or if the spread between the bid and ask for a quote is greater than 10 points, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value;

ii) Investments for which one quote is received from a pricing service are validated by the Valuation Agent, in consultation with the investment professionals of the Investment Adviser. The personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Valuation Agent will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, is unable to sufficiently validate the quote internally and if the investment’s par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).

Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi- step valuation process:

a) Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser; and

b) Preliminary valuation conclusions will then be documented and discussed with our senior management.

The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. 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 the Company’s investments may fluctuate from period to period and the fluctuations could be material.

In the event Benefit Plan Investors do not hold 25% or more of the Company’s outstanding Shares, or the Company’s Shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser may undertake the roles to be performed by the personnel of the Valuation Agent, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and if the investment’s par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which the Company does not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the Board.

For all valuations, the Valuation Committee of the Board, which consists solely of directors who are not “interested persons” of the Company, as such term is used under the 1940 Act (the “Independent Directors”), will review these preliminary valuations and the Board, a majority of whom are Independent Directors, will discuss the Investment Adviser’s valuations; provided, however, that to the extent the Company’s assets are treated as “plan assets” under ERISA, and/or Section 4975 of the Code, the Valuation Agent will determine valuations using only those valuation methodologies reviewed and approved by the Valuation Committee and the Board, and, absent manifest error, the Board will accept such valuations prepared by the Valuation Agent in accordance therewith.

Investment Classification

The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control” is defined as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. In addition, in accordance with Section 2(a)(9) of the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. Any person who does not so own more than 25% of the voting securities of any company and/or does not have the power to exercise control over the management or policies of such portfolio company shall be presumed not to control such company. Consistent with the 1940 Act, “affiliated investments” are defined as those investments in companies in which the Company owns 5% or more of the voting securities. Consistent with the 1940 Act, “non-affiliated investments” are defined as investments that are neither control investments nor affiliated investments. As of June 30, 2024 and as of December 31, 2023, the Company did not “control” and was not an “affiliated person” of any of its portfolio companies, each as defined in the 1940 Act, except as noted as of June 30, 2024 and December 31, 2023 in the consolidated schedule of investments.

Cash and Cash Equivalents

Cash and cash equivalents include cash held in banks and short-term, liquid investments in a money market deposit account. Cash and cash equivalents are carried at cost which approximates fair value. The Company deposits at financial institutions for its cash and cash equivalents may exceed FDIC insured limits under applicable law.

The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. As of June 30, 2024 and December 31, 2023, the Company held cash and cash equivalents in the form of money market fund shares held in First American Government Obligations Fund with a fair value of $4.2 million and $2.5 million, respectively, representing 0.75% and 0.68%, respectively, of the Company’s net assets. Cash equivalents in the form of money market fund shares are valued at their reported net asset value (generally $1 per share) on the measurement date and are categorized within Level 1 of the fair value hierarchy under ASC 820, as inputs in the valuation are observable.

Organizational Expenses and Offering Costs

Organizational expenses consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering of Common Stock of the Company. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the inception date. There were no organizational or offering costs for the three and six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, no offering costs were deferred.

The Company bears the organizational expenses and offering costs incurred in connection with the formation of the Company and the offering of shares of its Common Stock, including the out-of-pocket expenses of the Investment Adviser and its agents and affiliates. In addition, the Company reimburses the Investment Adviser for the organizational expenses and offering costs it incurs on the Company’s behalf. For the period from the Inception Date through June 30, 2024, the Company had incurred $0.48 million of organizational costs. If actual organizational expenses and offering costs incurred exceed $0.75 million, the Investment Adviser or its affiliate bear the excess costs.

Deferred Financing Costs

Financing costs incurred in connection with the Company’s credit facilities are capitalized and amortized into expense using the straight-line method, which approximates the effective yield method over the life of the respective facility. See Note 6—Borrowings.

Revenue Recognition

Interest Income

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. The Company may have loans in its portfolio that contain a payment-in-kind (“PIK”) interest provision. PIK interest is accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest is added to the principal balance on the capitalization date and is generally due at maturity or when deemed by the issuer. For the three months ended June 30, 2024 and 2023, the Company recognized PIK interest from investments of $37 thousand and $0 thousand, respectively, which is included in Interest Income on the Consolidated Statements of Operations. For the six months ended June 30, 2024 and 2023, the Company recognized PIK interest from investments of $68 thousand and $331 thousand, respectively, which is included in interest income on the Consolidated Statements of Operations.

Fee Income

Fee income, such as structuring fees, loan monitoring, amendment, syndication, commitment, termination, and other loan fees are recognized as income when earned, either upon receipt or amortized into fee income. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan fees are recorded as fee income.

Non-accrual

depending upon management’s judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.

Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss

Investment transactions are accounted for on the trade date. Gain or loss on the sale of investments is calculated using the specific identification method. Net change in unrealized gain or loss will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gain or loss, when a gain or loss is realized.

Income Taxes

The Company has elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. Generally, a corporation can qualify as a RIC if it distributes dividends for federal income tax purposes to stockholders in an amount generally equal to at least 90% of “investment company taxable income,” as defined in the Code, and determined without regard to any deduction for dividends paid. Distributions declared prior to the filing of the previous year’s tax return and paid up to twelve months after the previous tax year can be carried back to the prior tax year in determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its ability to be subject to be taxed as a RIC each year. The Company will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year, plus any net ordinary income or capital gain net income not distributed in previous years.

The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each such tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes will be included in income tax expense, if any. The Company did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjusted at a later date based on factors including, but not limited to, examination by tax authorities, on-going analysis of and changes to tax laws, regulations and interpretations thereof.

Recent Accounting Standards Update

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim period within fiscal years beginning after December 15, 2024. The Company does not expect this guidance to impact its consolidated financial statements.

Note 3—Fair Value of Financial Instruments

Fair value is the amount 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. Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC 820”) establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:

•

Level 1—Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

•

Level 3—Unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Investment Adviser evaluates its hierarchy disclosures

each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

Determinations of fair value involve subjective judgments and estimates. Accordingly, the notes to the consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on the consolidated financial statements.

The following table presents fair value measurements of investments, by major class, as of June 30, 2024, according to the fair value hierarchy:


	Fair Value Measurements
	Level 1		Level 2		Level 3		Totals
First Lien Senior Secured	$	—	$	—	$	619,447	$	619,447
Equity		—		—		8,480		8,480
Cash and cash equivalents		4,157		—		—		4,157
Total	$	4,157	$	—	$	627,927	$	632,084

The following table presents fair value measurements of investments, by major class, as of December 31, 2023, according to the fair value hierarchy:


	Fair Value Measurements
	Level 1		Level 2		Level 3		Totals
First Lien Senior Secured	$	—	$	—	$	612,403	$	612,403
Equity		—		—		6,173		6,173
Total	$	—	$	—	$	618,576	$	618,576

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2024:


	First Lien Senior Secured			Equity			Total
Balance as of December 31, 2023	$	612,403		$	6,173		$	618,576
Purchases and other adjustments to cost		84,197			593			84,790
Sales and repayments		(69,752	)		—			(69,752	)
Transfers in (a)		16,555			2,908			19,463
Transfers out (a)		(19,463	)					(19,463	)
Net realized gain/(loss) on investments		(6,268	)		—			(6,268	)
Net change in unrealized gain/(loss) on investments		219			(1,194	)		(975	)
Net accretion of discount on investments		1,556			—			1,556
Balance as of June 30, 2024	$	619,447		$	8,480		$	627,927
Net change in unrealized gain/loss for the period relating to those Level 3 assets that were still held by the Company at the end of the period:	$	(3,023	)	$	(1,194	)	$	(4,217	)

(a) During the six months ended June 30, 2024, there was a transfer from senior secured debt to equity as a result of an investment restructuring, in which $9.3 million of senior secured debt was exchanged for equity with a fair market value of $2.9 million.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2023:


	First Lien Senior Secured			Equity			Total
Balance as of December 31, 2022	$	352,041		$	3,193		$	355,234
Purchases and other adjustments to cost		224,532			3,353			227,885
Sales and repayments		(8,119	)		-			(8,119	)
Net change in unrealized gain/(loss) on investments		866			(347	)		519
Net accretion of discount on investments		1,062			-			1,062
Balance as of June 30, 2023	$	570,382		$	6,199		$	576,581
Net change in unrealized gain/loss for the period relating to those Level 3 assets that were still held by the Company at the end of the period:	$	866		$	(347	)	$	519

Purchases represent the acquisition of new investments at cost. Sales and repayments represent principal payments received during the period. For the three and six months ended June 30, 2024 and 2023, there were no transfers between levels of the fair value hierarchy.

Significant Unobservable Inputs

The following table summarizes the significant unobservable inputs used to value Level 3 investments as of June 30, 2024. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.

Selected Input Range

Asset Category

Fair Value

Primary Valuation
Technique

Unobservable
Inputs

Minimum

Maximum

Weighted
Average (a)

First Lien Senior Secured

587,275

Discounted Cash Flow

Discount Rate

8.6%

21.4%

12.3%

First Lien Senior Secured

32,172

Market Comparables

EBITDA Multiple

6.0x

12.0x

10.0x

Equity

901

Market Comparables

Revenue Multiple

2.9x

3.4x

3.3x

Equity

7,579

Market Comparables

EBITDA Multiple

5.5x

15.8x

11.4x

Total

627,927

(a)

Weighted averages are calculated based on fair value of investments.

The following table summarizes the significant unobservable inputs used to value Level 3 investments as of December 31, 2023. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.

Selected Input Range

Asset Category

Fair Value

Primary Valuation
Technique

Unobservable
Inputs

Minimum

Maximum

Weighted
Average (a)

First Lien Senior Secured

600,565

Discounted Cash Flow

Discount Rate

9.2%

19.9%

12.4%

First Lien Senior Secured

11,838

Market Comparables

EBITDA Multiple

6.0x

8.0x

7.0x

Equity

498

Market Comparables

Revenue Multiple

2.3x

2.5x

2.4x

Equity

5,675

Market Comparables

EBITDA Multiple

5.5x

15.5x

10.3x

Total

618,576

(a)

Weighted averages are calculated based on fair value of investments.

There were no significant changes in valuation approach or technique as of June 30, 2024 and December 31, 2023.

Level 3 inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities where the fair value is based on unobservable inputs.

The income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2024 and December 31, 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments and any other end of term fees, as applicable. Included in the consideration and selection of discount rates are factors such as risk of default, interest rate risk, and changes in credit quality. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in the valuation multiples in isolation may result in higher or lower fair value measurement, respectively, and increases or decreases in the discount rate in isolation may result in lower or higher fair value measurement, respectively.

As of June 30, 2024, the Company has two portfolio companies on a non-accrual status with a total cost of $39 million and total fair value of $35 million. As of December 31, 2023, the Company had two portfolio companies on a non-accrual status with a total cost of $42 million and total market value of $34.5 million. Refer to Note 2 -Summary of Significant Accounting Policies—for additional details regarding the Company’s non-accrual policy.

For discussion of the fair value measurement of the Company’s borrowings, refer to Note 6—Borrowings.

Note 4—Related Party Transactions

Investment Advisory Agreement

On June 29, 2023, the Company entered into an amended and restated investment advisory and management agreement (the “Amended and Restated Investment Advisory Agreement”) with the Investment Adviser, following the approval of the Amended and Restated Investment Advisory Agreement by the Company’s stockholders by unanimous written consent on June 29, 2023. The terms of the Amended and Restated Investment Advisory Agreement became effective on July 1, 2023 and did not impact Management Fees (as defined below) paid in prior periods. The Amended and Restated Investment Advisory Agreement, among other things, clarified the methodology for calculating the Management Fee payable to the Investment Adviser during and after the Investment Period (as defined in the Amended and Restated Investment Advisory Agreement).

Pursuant to the Amended and Restated Investment Advisory Agreement with the Investment Adviser, the Company pays the Investment Adviser a fee for its services under the Amended and Restated Investment Advisory Agreement consisting of an annual base management fee (“Management Fee”) and an incentive management fee (the “Incentive Fee”), each payable quarterly.

Operating Advisory Group, LLC (“OAG”), is a consulting firm that exclusively provides management consulting services, substantially all of which are provided to portfolio companies of Comvest Partners’ affiliated funds investing in a control equity strategy. An affiliate of the Investment Adviser also engages OAG to provide assistance with certain discrete diligence and other matters in connection with the Company’s investing activities. For the three months ended June 30, 2024 and 2023, OAG charged $4 thousand and $0 thousand, respectively, for due diligence services which were paid by portfolio companies of the Company. In

addition, for the six months ended June 30, 2024 and 2023, OAG charged $8 thousand and $0 thousand, respectively, for due diligence services which were paid by the portfolio companies. In addition, for the three months ended June 30, 2024 and 2023, OAG charged the Company $0.4 thousand and $1 thousand, respectively, for diligence expense which were paid by the Company. For the six months ended June 30, 2024 and 2023, OAG charged the Company $0.4 thousand and $8 thousand, respectively, for diligence expense which were paid by the Company. While neither the Company nor any of its affiliates or personnel own or share in any portion of the economics received by OAG, an affiliate of the Investment Adviser has been granted an option to acquire the shares of OAG’s parent company at a nominal value.

Management Fee

During the Investment Period, the Management Fee is calculated at an annual rate of 1.00% with respect to the Company’s Adjusted Average Assets Invested (defined below) in respect of the relevant quarterly period, in the manner set forth in the table below. During the Investment Period, “Adjusted Average Assets Invested” shall mean (a) the average of the sum of the Company’s (i) Drawn Capital Commitments, (ii) the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company’s dividend reinvestment plan (“DRIP”) as of the latest declaration date of any such distribution, excluding any amounts of such distribution received in cash by stockholders that have opted out of the DRIP, and (iii) outstanding principal on borrowings, in the case of clause (i) and clause (iii), as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company’s (iv) cumulative net unrealized losses, if any, and (v) cumulative net realized losses, if any, in the case of clause (iv) and clause (v), as of the last business day of the relevant quarter. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser are specifically set forth below.

After the Investment Period, the Management Fee will be calculated at an annual rate of 1.00% with respect to the Company’s Adjusted Average Assets Invested, except that after the Investment Period, “Adjusted Average Assets Invested” shall mean (a) the fair value of the Company’s investments, as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company’s cumulative net realized and unrealized losses, if any, as of the last business day of the relevant quarter.

Any Management Fees payable pursuant to the Amended and Restated Investment Advisory Agreement will be calculated based on the Company’s Adjusted Average Assets Invested in respect of the most recently completed calendar quarter. Management Fees for any partial quarter will be appropriately prorated. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser shall be calculated based on the lower of the actual Adjusted Average Assets Invested as of the end of any quarter and the target Adjusted Average Assets Invested for that quarter, as specifically set forth in the table below:

The table set forth below shows the following quarterly fee percentages shall be payable with respect to the Company’s Target Adjusted Average Assets through the end of the Investment Period:


Quarter Ending	Quarter		Target Adjusted Average Assets Invested ($in millions) 1		Quarterly Management Fee Percentage			Quarterly Dollar Amount ($in millions) 2
September 30, 2021		1	$	80		1	%	$	0.20
December 31, 2021		2	$	160		1	%	$	0.40
March 31, 2022		3	$	240		1	%	$	0.60
June 30, 2022		4	$	320		1	%	$	0.80
September 30, 2022		5	$	400		1	%	$	1.00
December 31, 2022		6	$	480		1	%	$	1.20
March 31, 2023		7	$	560		1	%	$	1.40
June 30, 2023		8	$	640		1	%	$	1.60
September 30, 2023		9	$	650		1	%	$	1.625
December 31, 2023		10	$	650		1	%	$	1.625
March 31, 2024		11	$	726		1	%	$	1.82
June 30, 2024	12 and beyond 3		$	740		1	%	$	1.85

(1)

In accordance with the underlying agreement, the Management Fee paid at the end of any quarter shall be calculated based on the lower of the actual Adjusted Average Assets Invested in respect of the quarter and the target Adjusted Average Assets Invested for that quarter. The target Adjusted Average Assets have been increased to include amounts from the DRIP program not received in cash and will continue to increase beyond the period provided for in the schedule above.

(2)

Reflects dollar amount of Management Fees payable for the applicable quarter based on the Company’s target Adjusted Average Assets Invested as of the end of such quarter.

(3)

Effective after the quarter ended June 30, 2024, Target Adjusted Average Assets Invested will increase each quarter to include reinvested dividends from the DRIP program.

For the three and six months ended June 30, 2024, the Company incurred $1.55 million and $3.12 million, respectively, in Management Fees under the Amended and Restated Investment Advisory Agreement. For the three and six months ended June 30, 2023, the Company incurred $1.30 million and $2.42 million, respectively, in Management Fees under the Investment Advisory Agreement.

There were no management fee waivers for the three and six months ended June 30, 2024 and 2023.

Incentive Fee

If, as of the last day of the relevant quarter, the Company’s Total Return (as defined below) in respect of the relevant Measurement Period (as defined below) equals or exceeds the “Hurdle Amount” (as defined below), which represents an annualized total return of 7.25%, the Investment Adviser will be paid an Incentive Fee calculated at an annual rate of 0.25% (0.0625% per quarter) with respect to the Company’s Incentive Fee Average Assets Invested (as defined below) on a cumulative basis for the Measurement Period less the aggregate amount of any previously paid Incentive Fees with respect to the Measurement Period.

If, as of the last day of the relevant quarter, the Company’s Total Return in respect of the relevant Measurement Period is less than the Hurdle Amount, the Investment Adviser shall not receive the Incentive Fee in respect of the relevant quarter.

“Total Return” means the sum of the Company’s net investment income with legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its shares (“Organizational Expenses”) amortized ratably over a three-year period for the purposes of this calculation) in respect of the relevant Measurement Period and the Company’s realized and unrealized capital gains less realized and unrealized capital losses in respect of the relevant Measurement Period.

For the avoidance of doubt, the Total Return calculation will not take into account the deduction of the 0.25% Incentive Fee but will take into account the deduction of the 1.00% Management Fee during the Investment Period and the 1.00% Management Fee after the Investment Period.

“Hurdle Amount” means 7.25% times the average of the “Drawn Capital Commitments” (as defined below) and the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company’s DRIP, less return of capital distributions for each quarter during the Measurement Period, (i) multiplied by the number of quarters in the Measurement Period, and (ii) divided by (4) four.

“Drawn Capital Commitments” means the simple average of the drawn Capital Commitments as of the last business day of each month included in the relevant quarterly period.

“Measurement Period” means the period from the Company’s inception date through the end of the most recently completed calendar quarter.

“Incentive Fee Average Assets Invested” during the Investment Period means (a) the average of the sum of the Company’s (i) Drawn Capital Commitments and (ii) the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company’s DRIP as of the latest declaration date of any such distribution, excluding any amounts of such distribution received in cash by stockholders that have opted out of the DRIP, and (iii) outstanding principal on borrowings, in the case of clause (i) and (iii), as of the last business day of each month included in the Measurement Period less (b) the Company’s net realized and unrealized losses, if any. After the Investment Period, Incentive Fee Average Assets Invested means (a) the fair value of the Company’s investments, as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company’s cumulative net realized and unrealized losses, if any, as of the last business day of the relevant quarter.

For the three and six months ended June 30, 2024, the Company incurred $0.4 million and $0.8 million, respectively, in incentive fees under the Amended and Restated Investment Advisory Agreement. For the three and six months ended June 30, 2023, the Company incurred $1.4 million and $1.4 million, respectively, in incentive fees under the Investment Advisory Agreement.

There were no incentive fee waivers for the three and six months ended June 30, 2024. For the three and six months ended June 30, 2023, the Investment Adviser has chosen to voluntarily waive $0.06 million of incentive fees in accordance with the Investment Advisory Agreement. Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Investment Adviser.

Administration Agreement

We have entered into an administration agreement (the “Administration Agreement”) with Commonwealth Credit Advisors LLC, a Delaware limited liability company (in such capacity, the “Administrator”), under which the Administrator provides administrative services for us, including arranging office facilities for us and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, our required administrative services, which includes being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC and providing the services of our chief financial officer and their respective staffs. In addition, the Administrator will assist us in determining and in publishing our net asset value, overseeing the preparation and filing of tax returns and the preparation and dissemination of reports to our Stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administrator may also provide on our behalf managerial assistance to our portfolio companies.

The Administrator has hired a third-party sub-administrator (the "Sub-Administrator") to assist with the provision of administration services. For the three months ended June 30, 2024 and 2023, the Company incurred $0.13 million and $0.08 million, respectively, in administrative service fees under the administration agreement, payable to the Sub-Administrator. For the six months ended June 30, 2024 and 2023, the Company incurred $0.21 million and $0.14 million, respectively, in administrative service fees under the administration agreement, payable to the sub-administrator. Administration service fees are included in other general and administrative expenses on the Statements of Operations.

Co-Investment Relief

The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. On August 2, 2021, the SEC granted the Company exemptive relief (the “Order”) that allows it to enter into certain negotiated co-investment transactions alongside other funds managed by the Adviser or its affiliates (“Affiliated Funds”) in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the conditions of the Order. Pursuant to the Order, the Company is permitted to co-invest with its affiliates if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or the Company’s stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies. On August 16, 2023, the Company filed an application for an order to amend the Order pursuant to Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act.

Note 5—Transactions with Affiliated Investments

An affiliated investment is an investment in which the Company has an ownership interest of 5% or more of its voting securities. A controlled affiliate investment is an investment which the Company has an ownership interest of more than 25% of its voting securities. Please see the Company's consolidated schedule of investments for the type of investment, principal amount/ shares, interest rate including the spread, and the maturity date. Transactions related to the Company's investments with affiliates for the six months ended June 30, 2024 were as follows:


Portfolio Company	Type of Asset	Amount of interest included in income		Beginning Fair Value at December 31, 2023		Gross additions*		Gross reductions**		Realized Gain/(Loss)		Change in Unrealized Gain (Loss)			Fair Value at June 30, 2024
Affiliated investments:
Kent Water Sports Holdings, LLC - Delayed Draw Loan Last-Out	First Lien Senior Secured	$	-	$	8,176	$	92	$	-	$	-	$	(3,044	)	$	5,224
Kent Water Sports Holdings, LLC - Delayed Draw Loan First-Out	First Lien Senior Secured		-		3,662		1,462		-		-		513			5,637
Kent Water Sports Holdings, LLC	Preferred Equity		-		-		-		-		-		-			-
Kent Water Sports Holdings, LLC	Common Equity		-		-		-		-		-		-			-
Total Affiliated Investments		$	-	$	11,838	$	1,554	$	-	$	-	$	(2,531	)	$	10,861

* Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category.

** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.

Note 6—Borrowings

Goldman Credit Facility

On August 11, 2021, the Company entered into a Credit Agreement (the "Goldman Credit Facility") as the borrower and Goldman Sachs Bank USA (“Goldman Sachs”) as the lender. The Goldman Credit Facility is structured as a revolving credit facility secured by the capital commitments of the Company’s subscribed investors and certain related assets. On September 27, 2021, the Credit Agreement was amended, pursuant to which the maximum loan amount was increased to the lesser of $130 million and the Borrowing Base as defined below.

The Goldman Credit Facility is uncommitted and matures on the earlier of (i) the date on which either the Company or lender provide written notice of termination to the other party and (ii) the date that is 30 days prior to the last date on which the Company may issue capital drawdowns to its investors. Under the Goldman Credit Facility, the Company is permitted to borrow up to the lesser of $130 million and the Borrowing Base. The “Borrowing Base” is based upon the unfunded capital commitments of certain subscribed investors in the Company that have been approved by Goldman Sachs and meet certain criteria. The advance rate for such investors is currently 90%. The "Borrowing Base" was $130 million at June 30, 2024. The Goldman Credit Facility contains certain customary affirmative and negative covenants and events of default. The Goldman Credit Facility bears interest at a rate of Term SOFR + 2.82% per annum.

The weighted average annualized interest cost (excluding amortization of deferred financing costs and other fees) for all borrowings for the three months ended June 30, 2024 and 2023 was 8.14% and 7.92%, respectively. The weighted average annualized interest cost (excluding amortization of deferred financing costs and other fees) for all borrowings for the six months ended June 30, 2024 and 2023 was 8.14% and 7.72%, respectively. The average daily debt outstanding for the three months ended June 30, 2024 and 2023 was $79.2 million and $76.2 million, respectively. The average daily debt outstanding for the six months ended June 30, 2024 and 2023 was $90.1 million and $59.5 million, respectively. The maximum debt outstanding for the three months ended June 30, 2024 and 2023 was $109.8 million and $86.1 million, respectively. The maximum debt outstanding for the six months ended June 30, 2024 and 2023 was $109.8 million and $101.5 million, respectively.

The following table represents borrowings as of June 30, 2024:


	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Statements of Assets and Liabilities
Goldman Credit Facility	$	130,000	$	90,800	$	34	$	90,766
Total	$	130,000	$	90,800	$	34	$	90,766

The following table represents borrowings as of December 31, 2023:


	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Statements of Assets and Liabilities
Goldman Credit Facility	$	130,000	$	100,800	$	50	$	100,750
Total	$	130,000	$	100,800	$	50	$	100,750

The following table represents interest and debt fees for the three months ended June 30, 2024:


	For the three months ended June 30, 2024
	Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)
Goldman Credit Facility	SOFR + 2.82%	$	1,630	$	8	$	21
Total		$	1,630	$	8	$	21

(1) Amortization of deferred financing costs and other fees are included in interest expense on the Consolidated Statements of Operations.

The following table represents interest and debt fees for the six months ended June 30, 2024:


	For the six months ended June 30, 2024
	Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)
Goldman Credit Facility	SOFR + 2.82%	$	3,709	$	16	$	54
Total		$	3,709	$	16	$	54

(1)

Amortization of deferred financing costs and other fees are included in interest expense on the Consolidated Statements of Operations.

(2)

As of June 30, 2024, the 1-month SOFR rate was 5.34%.

The following table represents interest and debt fees for the three months ended June 30, 2023:


	For the three months ended June 30, 2023
	Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)
Goldman Credit Facility	SOFR + 2.82%	$	1,503	$	8	$	32
Total		$	1,503	$	8	$	32

The following table represents interest and debt fees for the six months ended June 30, 2023:


	For the six months ended June 30, 2023
	Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)
Goldman Credit Facility	SOFR + 2.82%	$	2,288	$	16	$	65
Total		$	2,288	$	16	$	65

(1)

Amortization of deferred financing costs and other fees are included in interest expense on the Consolidated Statements of Operations.

(2)

As of June 30, 2023, the 1-month SOFR rate was 5.14%.

At June 30, 2024 and December 31, 2023, the carrying amount of the Company’s secured borrowings approximated their fair value in accordance with ASC 820. As of June 30, 2024 and December 31, 2023, the Company’s borrowings would be deemed to be Level 3, as defined in Note 3—Fair Value of Financial Instruments.

Note 7—Commitments and Contingencies

Commitments

In the ordinary course of business, the Company may enter into future funding commitments. As of June 30, 2024 and December 31, 2023, the Company had unfunded commitments on delayed draw term loans and revolving credit lines of $60.9 million and $58.4 million, respectively. The Company maintains sufficient cash on hand, unfunded Capital Commitments, and available borrowings from the Goldman Credit Facility to fund such unfunded commitments.

As of June 30, 2024, the Company’s unfunded commitments consisted of the following:


Portfolio Company Name	Investment Type	Commitment Type	Unfunded Commitments
190 Octane Financing	First Lien Senior Secured	Revolving Credit Line	$	468
ACT Acquisition	First Lien Senior Secured	Revolving Credit Line		271
Allbridge	First Lien Senior Secured	Delayed Draw Loan		201
Allbridge	First Lien Senior Secured	Revolving Credit Line		201
Aurora Solutions LLC	First Lien Senior Secured	Revolving Credit Line		766
Batteries Plus Holding Corporation	First Lien Senior Secured	Revolving Credit Line		2,158
Billhighway	First Lien Senior Secured	Delayed Draw Loan		495
Billhighway	First Lien Senior Secured	Revolving Credit Line		295
BKH	First Lien Senior Secured	Delayed Draw Loan		2,136
C&TDG Holding Company	First Lien Senior Secured	Delayed Draw Loan		2,066
C&TDG Holding Company	First Lien Senior Secured	Revolving Credit Line		516
Cardiovascular Logistics	First Lien Senior Secured	Delayed Draw Loan		4,732
CreditAssociates, LLC	First Lien Senior Secured	Revolving Credit Line		1,167
CheckedUp	First Lien Senior Secured	Delayed Draw Loan		509
CheckedUp	First Lien Senior Secured	Revolving Credit Line		1,697
Discovery SL Management, LLC	First Lien Senior Secured	Delayed Draw Loan		1,814
Discovery SL Management, LLC	First Lien Senior Secured	Revolving Credit Line		363
Engineered Films	First Lien Senior Secured	Revolving Credit Line		2,714
Educators Publishing Service	First Lien Senior Secured	Revolving Credit Line		1,774
Fiesta Holdings	First Lien Senior Secured	Revolving Credit Line		923
Firebirds Intermediate Holdings I, LLC	First Lien Senior Secured	Delayed Draw Loan		1,382
Firebirds Intermediate Holdings I, LLC	First Lien Senior Secured	Revolving Credit Line		864
Hasa	First Lien Senior Secured	Delayed Draw Loan		1,616
Hasa	First Lien Senior Secured	Revolving Credit Line		1,367
Kemper Sports Management	First Lien Senior Secured	Delayed Draw Loan		983
Kemper Sports Management	First Lien Senior Secured	Revolving Credit Line		1,676
Kent Water Sports	First Lien Senior Secured	Delayed Draw Loan		161
MerchantWise Solutions, LLC	First Lien Senior Secured	Delayed Draw Loan		403
Military Retail Solutions LLC	First Lien Senior Secured	Delayed Draw Loan		918
Military Retail Solutions LLC	First Lien Senior Secured	Revolving Credit Line		1,835
Mollie Funding II LLC	First Lien Senior Secured	Delayed Draw Loan		576
Mollie Funding II LLC	First Lien Senior Secured	Revolving Credit Line		1,032
Narcote, LLC	First Lien Senior Secured	Revolving Credit Line		1,360
OAO Acquisitions	First Lien Senior Secured	Delayed Draw Loan		1,080
OAO Acquisitions	First Lien Senior Secured	Revolving Credit Line		659
OneCare Media, LLC	First Lien Senior Secured	Revolving Credit Line		2,056
Pansophic Learning	First Lien Senior Secured	Delayed Draw Loan		1,699
Pansophic Learning	First Lien Senior Secured	Revolving Credit Line		1,133
Planet DDS	First Lien Senior Secured	Delayed Draw Loan		1,742
PJW Ultimate Holdings LLC	First Lien Senior Secured	Revolving Credit Line		952
Rushmore Intermediate	First Lien Senior Secured	Delayed Draw Loan		581
Rushmore Intermediate	First Lien Senior Secured	Revolving Credit Line		1,344
Senior Support Holdings (Franchise) Acquisitions, Inc.	First Lien Senior Secured	Delayed Draw Loan		1,839
Spartan CP, LLC	First Lien Senior Secured	Delayed Draw Loan		2,508
Spartan CP, LLC	First Lien Senior Secured	Revolving Credit Line		502
Vardiman Black Holdings	First Lien Senior Secured	Delayed Draw Loan		705
Vecta Environmental Services	First Lien Senior Secured	Revolving Credit Line		371
Vecta Environmental Services	First Lien Senior Secured	Delayed Draw Loan		2,473
West Creek Financial SPV	First Lien Senior Secured	Delayed Draw Loan		1,203
West Creek Financial SPV	First Lien Senior Secured	Revolving Credit Line		674
Total			$	60,960

As of December 31, 2023, the Company’s unfunded commitments consisted of the following:


Portfolio Company Name	Investment Type	Commitment Type	Unfunded Commitments
190 Octane Financing	First Lien Senior Secured	Revolving Credit Line	$	571
ACT Acquisition	First Lien Senior Secured	Delayed Draw Loan		1,703
ACT Acquisition	First Lien Senior Secured	Revolving Credit Line		774
Aurora Solutions LLC	First Lien Senior Secured	Revolving Credit Line		766
Batteries Plus Holding Corporation	First Lien Senior Secured	Revolving Credit Line		2,158
BKH	First Lien Senior Secured	Delayed Draw Loan		2,136
Cardiovascular Logistics	First Lien Senior Secured	Delayed Draw Loan		4,733
CreditAssociates, LLC	First Lien Senior Secured	Delayed Draw Loan		1,167
CheckedUp	First Lien Senior Secured	Delayed Draw Loan		1,753
CheckedUp	First Lien Senior Secured	Revolving Credit Line		264
Educators Publishing Service	First Lien Senior Secured	Revolving Credit Line		1,774
Fiesta Holdings	First Lien Senior Secured	Revolving Credit Line		923
Firebirds	First Lien Senior Secured	Delayed Draw Loan		1,382
Firebirds	First Lien Senior Secured	Revolving Credit Line		691
Hasa	First Lien Senior Secured	Delayed Draw Loan		1,616
Hasa	First Lien Senior Secured	Revolving Credit Line		1,367
Kemper Sports Management	First Lien Senior Secured	Delayed Draw Loan		983
Kemper Sports Management	First Lien Senior Secured	Revolving Credit Line		1,676
MerchantWise Solutions, LLC	First Lien Senior Secured	Delayed Draw Loan		403
MerchantWise Solutions, LLC	First Lien Senior Secured	Revolving Credit Line		1,311
Mollie Funding II LLC	First Lien Senior Secured	Delayed Draw Loan		576
Mollie Funding II LLC	First Lien Senior Secured	Revolving Credit Line		910
Narcote, LLC	First Lien Senior Secured	Revolving Credit Line		218
National Debt Relief	First Lien Senior Secured	Revolving Credit Line		2,189
Nuspire, LLC	First Lien Senior Secured	Revolving Credit Line		879
Oak Dental	First Lien Senior Secured	Delayed Draw Loan		7,334
Oak Dental	First Lien Senior Secured	Revolving Credit Line		516
OAO Acquisitions	First Lien Senior Secured	Delayed Draw Loan		1,317
OAO Acquisitions	First Lien Senior Secured	Revolving Credit Line		659
OneCare Media, LLC	First Lien Senior Secured	Revolving Credit Line		2,056
PJW Ultimate Holdings LLC	First Lien Senior Secured	Revolving Credit Line		1,647
Planet DDS	First Lien Senior Secured	Delayed Draw Loan		756
Raven Engineered Films, Inc.	First Lien Senior Secured	Revolving Credit Line		3,770
Rushmore Intermediate	First Lien Senior Secured	Delayed Draw Loan		175
Rushmore Intermediate	First Lien Senior Secured	Revolving Credit Line		1,344
Vecta Environmental Services	First Lien Senior Secured	Delayed Draw Loan		2,473
Vecta Environmental Services	First Lien Senior Secured	Revolving Credit Line		618
Venu+	First Lien Senior Secured	Revolving Credit Line		369
West Creek Financial SPV	First Lien Senior Secured	Delayed Draw Loan		1,203
Wilnat, Inc.	First Lien Senior Secured	Revolving Credit Line		1,235
Total			$	58,395

The unrealized appreciation or depreciation associated with unfunded portfolio company commitments is recorded in the financial statements and reflected as an adjustment to the valuation of the related security in the Consolidated Schedule of Investments as of June 30, 2024 and December 31, 2023. The par amount of the unfunded portfolio company commitments is not recognized by the Company until the commitment is funded.

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

Litigation and Regulatory Matters

In the ordinary course of its business, the Company, our wholly-owned direct subsidiaries, the Investment Adviser and the Administrator may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company, Investment Adviser and Administrator at this time.

Indemnifications

In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote.

Note 8—Capital

Investor Commitments

As of June 30, 2024, the Company has $656.6 million in Capital Commitments, of which $186.6 million, were unfunded. As of December 31, 2023 the Company had $656.6 million in Capital Commitments, of which $186.6 million, were unfunded.

Capital Drawdowns

There were no shares issued related to capital drawdowns for the three and six months ended June 30, 2024.

The following table summarizes the total shares issued and net proceeds (in thousands) through the DRIP for the three and six months ended June 30, 2024:


Share Issue Date	Shares Issued		Net Proceeds
March 28, 2024		13,657	$	13,139
June 28, 2024		15,796		15,150
Total Shares Issued		29,453	$	28,289

The following table summarizes the total shares issued and net proceeds (in thousands) related to capital drawdowns for the three and six months ended June 30, 2023:


Share Issue Date	Shares Issued		Net Proceeds
February 24, 2023		87,145	$	85,000
June 21, 2023		30,797		30,001
Total Shares Issued		117,942	$	115,001

The following table summarizes the total shares and net proceeds (in thousands) issued through the DRIP for the three and six months ended June 30, 2023:


Share Issue Date	Shares Issued		Net Proceeds
March 28, 2023		10,772	$	10,507
June 28, 2023		12,482		12,158
Total Shares Issued		23,254	$	22,665

As of June 30, 2024 and December 31, 2023, 5,773 and 5,479, respectively, of the Company’s common shares were owned by Comvest Group Holdings SPV II LLC, a wholly owned subsidiary of an affiliate of Comvest Partners.

Distributions and Dividends

Distributions declared for the three and six months ended June 30, 2024 totaled approximately $15.1 million and $28.3 million, respectively. Distributions declared for the three and six months ended June 30, 2023 totaled approximately $12.2 million and $22.7 million, respectively.

The following table reflects distributions declared, per share that have been declared by our Board for the three and six months ended June 30, 2024:


Date Declared	Record Date	Payment Date	Per Share Amount
March 28, 2024	March 28, 2024	March 28, 2024	$	24.00
June 27, 2024	June 27, 2024	June 28, 2024	$	27.00

The following table reflects distributions declared, per share that have been declared by our Board for the three and six months ended June 30, 2023:


Date Declared	Record Date	Payment Date	Per Share Amount
March 27, 2023	March 27, 2023	March 28, 2023	$	22.80
June 27, 2023	June 27, 2023	June 28, 2023	$	24.20

Distributions to the Company’s stockholders are recorded on the record date as set by the Company’s Board. The Company intends to make distributions to its stockholders that will be sufficient to enable the Company to qualify and maintain its status as a RIC. The Company intends to distribute approximately all of its net investment income on a quarterly basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.

The Company has adopted a DRIP that provides for reinvestment of any distributions declared on behalf of its stockholders, unless a stockholder elects to receive cash.

The Company applies the following in implementing the DRIP. The Company uses only newly-issued shares of its common stock to implement the DRIP. The number of shares issued to a stockholder that has not elected to have its distributions in cash shall be determined by dividing the total dollar amount of the distribution payable to such participant by the net asset value per share as of the last day of the Company’s fiscal quarter immediately preceding the date such distribution was declared (the “Reference NAV”); provided that in the event a distribution is declared on the last day of a fiscal quarter, the Reference NAV shall be deemed to be the net asset value per share as of such day.

Note 9—Net Assets

The following table reflects the net assets activity for the three months ended June 30, 2024:


	Common stock-shares		Common stock-par		Additional paid in capital		Total distributable earnings (loss)			Total net assets
Balance as of March 31, 2024		561,096	$	1	$	549,493	$	(11,353	)	$	538,141
Issuance of common stock, net of issuance costs		—		—		—		—			—
Reinvestment of distributions (1)		15,796		—		15,150		—			15,150
Distributions to stockholders		—		—		—		(15,150	)		(15,150	)
Net investment income (loss)		—		—		—		15,629			15,629
Net realized gain (loss) from investment transactions		—		—		—		52			52
Net change in unrealized gain (loss) on investments		—		—		—		(3,780	)		(3,780	)
Balance as of June 30, 2024		576,892	$	1	$	564,643	$	(14,602	)	$	550,042

The following table reflects the net assets activity for the six months ended June 30, 2024:


	Common stock-shares		Common stock-par		Additional paid in capital		Total distributable earnings (loss)			Total net assets
Balance as of December 31, 2023		547,439	$	1	$	536,354	$	(9,697	)	$	526,658
Issuance of common stock, net of issuance costs		—		—		—		—			—
Reinvestment of distributions (1)		29,453		—		28,289		—			28,289
Distributions to stockholders		—		—		—		(28,289	)		(28,289	)
Net investment income (loss)		—		—		—		30,627			30,627
Net realized gain (loss) from investment transactions		—		—		—		(6,268	)		(6,268	)
Net change in unrealized gain (loss) on investments		—		—		—		(975	)		(975	)
Balance as of June 30, 2024		576,892	$	1	$	564,643	$	(14,602	)	$	550,042

The following table reflects the net assets activity for the three months ended June 30, 2023:


	Common stock-shares		Common stock-par		Additional paid in capital		Total distributable earnings (loss)			Total net assets
Balance as of March 31, 2023		471,622	$	—	$	467,874	$	(8,456	)	$	459,418
Issuance of common stock, net of issuance costs		30,797		1		30,000		—			30,001
Reinvestment of distributions (1)		12,482		—		12,158		—			12,158
Distributions to stockholders		—		—		—		(12,158	)		(12,158	)
Net investment income (loss)		—		—		—		12,831			12,831
Net realized gain (loss) from investment transactions		—		—		—		—			—
Net change in unrealized gain (loss) on investments		—		—		—		2,317			2,317
Balance as of June 30, 2023		514,901	$	1	$	510,032	$	(5,466	)	$	504,567

The following table reflects the net assets activity for the six months ended June 30, 2023:


	Common stock-shares		Common stock-par		Additional paid in capital		Total distributable earnings (loss)			Total net assets
Balance as of December 31, 2022		373,705	$	—	$	372,367	$	(7,859	)	$	364,508
Issuance of common stock, net of issuance costs		117,942		1		115,000		—			115,001
Reinvestment of distributions (1)		23,254		—		22,665		—			22,665
Distributions to stockholders		—		—		—		(22,665	)		(22,665	)
Net investment income (loss)		—		—		—		24,539			24,539
Net realized gain (loss) from investment transactions		—		—		—		—			—
Net change in unrealized gain (loss) on investments		—		—		—		519			519
Balance as of June 30, 2023		514,901	$	1	$	510,032	$	(5,466	)	$	504,567

(1)

Less than $1.

Note 10—Earnings Per Share

Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the weighted average basic and diluted net change in net assets per share resulting from operations for the three and six months ended June 30, 2024, as well as the three and six months ended June 30, 2023.


	For the Three Months Ended				For the Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Net increase (decrease) in net assets resulting from operations	$	11,901	$	15,148	$	23,384	$	25,058
Weighted average shares of common stock outstanding—basic and diluted		561,617		475,418		554,828		442,413
Earnings (loss) per share of common stock—basic and diluted	$	21.19	$	31.86	$	42.15	$	56.64

Note 11—Financial Highlights

The following is a schedule of financial highlights for the six months ended June 30, 2024 and 2023:


	For the Six Months Ended
	June 30, 2024			June 30, 2023
Per Common Share Operating Performance
Net Asset Value, Beginning of Period	$	962.04		$	975.39
Results of Operations: (1)
Net Investment Income (Loss)		55.20			55.47
Net Realized and Unrealized Gain (Loss) on Investments		(12.78	)		(3.93	)
Net Increase (Decrease) in Net Assets Resulting from Operations		42.42			51.54
Distributions to Common Stockholders
Distributions from Net Investment Income		(51.00	)		(47.00	)
Net Decrease in Net Assets Resulting from Distributions		(51.00	)		(47.00	)
Net Asset Value, End of Period	$	953.46		$	979.93
Shares Outstanding, End of Period		576,892			514,901
Total Return (3)		4.44	%		5.37	%
Net assets, end of period	$	550,042		$	504,567
Ratio/Supplemental Data
Weighted-average shares outstanding		554,828			442,413
Ratio of net investment income (loss) to average net assets without waiver (2)		11.53	%		11.45	%
Ratio of net investment income (loss) to average net assets with waiver (2)		11.53	%		11.48	%
Ratio of total expenses to average net assets without waiver (2)(5)		3.30	%		3.27	%
Ratio of total expenses to average net assets with waiver (2)(5)		3.30	%		3.24	%
Asset Coverage Ratio (6)		702	%		734	%
Portfolio turnover rate (4)		11	%		2	%

(1)

The per common share data was derived by using weighted average shares outstanding.

(2)

Ratios, excluding nonrecurring expenses, such as organization and offering costs, are annualized.

(3)

Total return is calculated assuming a purchase of shares of common stock at the current net asset value on the first day and a sale at the current net asset value on the last day of the period reported.

(4)

Portfolio turnover rate is calculated using the lesser of year-to-date purchases or sales over the average of the invested assets at fair value. Portfolio turnover rate is not annualized.

(5)

Ratio of total expenses to average net assets is calculated using total operating expenses over average net assets.

(6)

Asset coverage ratio is presented as of June 30, 2024 and as of June 30, 2023.

Note 12 - Subsequent Events

The Company has evaluated subsequent events through the filing of this Form 10-Q and has determined that there have been no subsequent events that require recognition or disclosure in these consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Commonwealth Credit Partners BDC I, Inc. (the “Company”) and the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q. We are externally managed by our adviser, Commonwealth Credit Advisors LLC (the “Investment Adviser”).

Forward Looking Statements

Statements we may make may contain forward-looking statements, that are not historical facts and are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, the Investment Adviser and/or its affiliates (collectively, “Commonwealth”). These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “project”, “seek”, “should”, “target”, “will”, “would” or variations of these words and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Item 1A.—Risk Factors contained in our annual report on Form 10-K for the year ended December 31, 2023 and in this quarterly report on Form 10-Q.

Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. The occurrence of the events described in these risk factors and elsewhere in this Form 10-Q could have a material adverse effect on our business, results of operation and financial position.

In addition to factors previously disclosed in our U.S. Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this report, including the “Risk Factors” section, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

•

the Company’s future operating results;

•

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

•

lack of sufficient investment opportunities;

•

volatility of leveraged loan markets;

•

risk of borrower default;

•

the restricted nature of investment positions;

•

the illiquid nature of our portfolio;

•

interest rate volatility, including volatility associated with the decommissioning of LIBOR and the transition to new reference rates;

•

the Company’s business prospects and the prospects of the Company’s prospective portfolio companies;

•

the impact of increased competition;

•

the Company’s contractual arrangements and relationships with third parties;

•

the dependence of the Company’s future success on the general economy and its impact on the industries in which the Company invests;

•

the ability of the Company’s prospective portfolio companies to achieve their objectives;

•

the relative and absolute performance of the Investment Adviser;

•

the ability of the Investment Adviser and its affiliates to retain talented professionals;

•

the Company’s expected financings and investments;

•

the Company’s ability to pay dividends or make distributions;

•

the adequacy of the Company’s cash resources;

•

risks associated with possible disruptions due to terrorism in the Company’s operations or the economy generally;

•

the impact of future acquisitions and divestitures;

•

the Company’s regulatory structure and tax status as a business development company (a “BDC”) and a regulated investment company (a “RIC”);

•

future changes in laws or regulations and conditions in the Company’s operating areas;

•

turmoil in Ukraine and Russia, including sanctions related to such turmoil, and the potential for volatility in energy prices and other supply chain issues and any impact on the industries in which we invest; and

•

the war between Israel and Hamas, which could potentially cause disruptions to portfolio companies located in the Middle East or that have substantial business relationships with companies in the affected region.

You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligations to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Overview

The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”) and intends to elect to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company was formed on January 15, 2021 (“Inception Date”) as a Delaware corporation. The Company commenced investment operations on August 17, 2021.

The Company is managed by the Investment Adviser, a Delaware limited liability company and an affiliate of Comvest Partners. The Investment Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Investment Adviser oversees the management of the Company’s activities and is responsible for making investment decisions with respect to the Company’s portfolio.

Portfolio and Investment Activity

During the six months ended June 30, 2024, we made $84.7 million of investments in new or existing portfolio companies and had $69.8 million in aggregate amount of sales and repayments, resulting in net investments of $14.9 million for the period. The total portfolio of debt investments at fair value consisted of 100% bearing variable interest rates and 0% bearing fixed interest rates.

Our portfolio composition, based on fair value at June 30, 2024 was as follows:


	June 30, 2024
	Percentage of Total Portfolio			Weighted Average Current Yield for Total Portfolio
First Lien Senior Secured		98.0	%		12.0	%
Equity		1.3	%		—
Cash and cash equivalents		0.7	%		—
Total		100	%		12.0	%

Our portfolio composition, based on fair value at December 31, 2023 was as follows:


	December 31, 2023
	Percentage of Total Portfolio			Weighted Average Current Yield for Total Portfolio
First Lien Senior Secured		99.0	%		12.0	%
Equity		1.0			—
Total		100.0	%		12.0	%

The following table shows the asset mix of our new investment fundings for the six months ended June 30, 2024:


	Asset Mix (In thousands)		Percentage
First Lien Senior Secured	$	84,197		99.3	%
Equity		593		0.7	%
Total	$	84,790		100.0	%

Portfolio Asset Quality

Our Investment Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all debt investments on a scale of 1 to 6 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), which takes into account factors such as the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors.


Loan Rating		Summary Description

1		Investments that are performing at or above expectations. No issues or foreseen issues on performance, covenants, liquidity, etc. The credit is expected to be repaid at maturity through available cash flow or to be refinanced.

2		Investments that are performing substantially within our expectations, with the risks remaining neutral or favorable. All new loans are initially rated 2. The credit is expected to be repaid at maturity through available cash flow or to be refinanced by a third party.

3		Investments that are performing below our expectations and that require closer monitoring, but where we expect no loss of investment return or principal.

4		Investments that are performing below our expectations and for which risk has increased materially since the original investment. There is a probability of some loss of investment return, but no loss of principal is expected.

5		Investments that are performing substantially below our expectations and whose risks have increased substantially since the original investment. Typically, the borrower will be in default, or the loan will have been modified to address a default.

6		Investments that are performing poorly; it is unlikely that the enterprise or asset values currently exceed the debt and/or material reduction in enterprise value is reasonably foreseen.

As of June 30, 2024, the weighted average risk rating of our investments based on fair value was 2.5. As of June 30, 2024, the Company had two portfolio companies on non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies—for additional details regarding the Company’s non-accrual policy.


	As of June 30, 2024
Internal Performance Rating	Investments at Fair Value (In thousands)		Percentage of Total Investments
6	$	10,861		1.7	%
5		24,168		3.8
4		44,170		7.0
3		132,764		21.1
2		381,934		60.9
1		34,030		5.5
Total	$	627,927		100.0	%

As of December 31, 2023, the weighted average risk rating of our investments based on fair value was 2.4. As of December 31, 2023, the Company had two portfolio companies on non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies—for additional details regarding the Company’s non-accrual policy.


	As of December 31, 2023
Internal Performance Rating	Investments at Fair Value (In thousands)		Percentage of Total Investments
6	$	11,838		1.9	%
5		22,663		3.7
4		—		—
3		118,997		19.2
2		465,078		75.2
1		—		—
Total	$	618,576		100.0	%

The following tables show the weighted average rate, spread over the reference rate of floating rate and fees of investments originated and the weighted average rate of sales and payoffs of portfolio companies during the three months ended June 30, 2024.


	For the Three Months Ended June 30, 2024
Weighted average rate of new investment fundings		10.84	%
Weighted average spread over Reference Rate of new floating rate investment fundings		5.50	%
Weighted average OID fees of new investment funding		1.89	%
Weighted average rate of sales and payoffs of portfolio investments		11.48	%

The following tables show the weighted average rate and the spread over the reference rate of floating rate and fees of investments originated during the three months ended June 30, 2023.


	For the Three Months Ended June 30, 2023
Weighted average rate of new investment fundings		12.32	%
Weighted average spread over Reference Rate of new floating rate investment fundings		7.08	%
Weighted average fees of new investment funding		2.25	%

RESULTS OF OPERATIONS

Our operating results for the three and six months ended June 30, 2024 (dollars in thousands):


	For the Three Months Ended June 30, 2024			For the Six Months Ended June 30, 2024
Total investment income	$	19,771		$	39,403
Less: Net expenses		4,142			8,776
Net investment income (loss)		15,629			30,627
Net realized gains (losses)		52			(6,268	)
Net change in unrealized gains (losses)		(3,780	)		(975	)
Net increase (decrease) in net assets resulting from operations	$	11,901		$	23,384

Our operating results for the three and six months ended June 30, 2023 were as follows (dollars in thousands):


	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Total investment income	$	17,359	$	31,474
Less: Net expenses		4,528		6,935
Net investment income (loss)		12,831		24,539
Net realized gains (losses)		—		—
Net change in unrealized gains (losses)		2,317		519
Net increase (decrease) in net assets resulting from operations	$	15,148	$	25,058

Investment Income

Investment income for the three and six months ended June 30, 2024 was driven by our deployment of capital and interest income from our investments. The composition of our investment income for the three and six months ended June 30, 2024 was as follows (dollars in thousands):


	For the Three Months Ended June 30, 2024		For the Six Months Ended June 30, 2024
Interest income from investments	$	19,358	$	38,594
Fee income		413		809
Total investment income	$	19,771	$	39,403

The composition of our investment income for the three and six months ended June 30, 2023 was as follows (dollars in thousands):


	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Interest income from investments	$	17,130	$	30,787
Fee income		229		687
Total investment income	$	17,359	$	31,474

Operating Expenses

The composition of our operating expenses for the three and six months ended June 30, 2024 was as follows (dollars in thousands):


	For the Three Months Ended June 30, 2024		For the Six Months Ended June 30, 2024
Incentive fees	$	388	$	781
Management fees, net		1,551		3,123
Interest expense		1,659		3,779
Professional fees		186		391
Directors’ fees		19		41
Other general and administrative expenses		339		661
Net expenses	$	4,142	$	8,776

The composition of our operating expenses for the three and six months ended June 30, 2023 was as follows (dollars in thousands):


	For the Three Months Ended June 30, 2023			For the Six Months Ended June 30, 2023
Incentive fees	$	1,399		$	1,399
Management fees, net		1,295			2,421
Interest expense		1,543			2,369
Professional fees		175			323
Directors’ fees		25			50
Other general and administrative expenses		154			436
Incentive fee waiver		(63	)		(63	)
Net expenses	$	4,528		$	6,935

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

Net realized gains (losses) and net change in unrealized gains (losses) on investments for the three and six months ended June 30, 2024 were as follows (dollars in thousands):


	For the Three Months Ended June 30, 2024			For the Six Months Ended June 30, 2024
Net realized gains (losses)
Non-controlled, non-affiliated investments	$	52		$	(6,268	)
Total net realized gains (losses)		52			(6,268	)
Net change in unrealized gains (losses) on investments
Non-controlled, non-affiliated investments		(2,856	)		1,556
Affiliated investments		(924	)		(2,531	)
Total net change in unrealized gains (losses) on investments		(3,780	)		(975	)
Net realized and unrealized gains (losses)	$	(3,728	)	$	(7,243	)

Net realized gains (losses) and net change in unrealized gains (losses) on investments for the three and six months ended June 30, 2023 were as follows (dollars in thousands):


	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Net realized gains (losses)
Non-affiliate investments	$	—	$	—
Total net realized gains (losses)		—		—
Net change in unrealized gains (losses) on investments
Non-affiliate investments		2,317		519
Total net change in unrealized gains (losses) on investments		2,317		519
Net realized and unrealized gains (losses)	$	2,317	$	519

Recent Developments

None.

Liquidity and Capital Resources

We generate cash from (1) drawing down capital in respect of Shares, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.

As of June 30, 2024, we are party to the Goldman Credit Facility, as described in more detail in Note 6—Borrowings.

Our primary use of cash is to originate (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, the Management Fee and, to the extent permitted under ERISA, if applicable, and the 1940 Act, any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Stockholders.

Operating liquidity is our ability to meet our short-term liquidity needs. The following table presents our operating liquidity position as of June 30, 2024 and December 31, 2023:


	As of
	June 30, 2024			December 31, 2023
Cash and cash equivalents	$	4,157		$	8,887
Unfunded portfolio company commitments		(60,960	)		(58,395	)
Undrawn capital commitments		186,571			186,571
Total operational liquidity	$	129,768		$	137,063

Taxation as a RIC

We have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any income that we distribute as dividends for U.S. federal income tax purposes to our stockholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our stockholders, for each tax year, an amount equal to at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss and determined without regard to any deduction for dividends paid.

Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each calendar year, dividends to our stockholders of an amount at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we previously did not incur any U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to corporate tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.

Related Party Transactions and Agreements

Investment Advisory Agreement

The Board, including a majority of the directors that are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act, most recently approved the renewal of the Amended and Restated Investment Advisory Agreement on May 10, 2024. Such approvals were made in accordance with, and on the basis of an evaluation satisfactory to the Board as required by, Section 15(c) of the 1940 Act and applicable rules and regulations thereunder, including a consideration of, among other factors, (i) the nature, quality and extent of the advisory and other services to be provided under the agreement, (ii) the investment performance of the personnel who manage investment portfolios with objectives similar to the Company’s, (iii) comparative data with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives and (iv) information about the services to be performed and the personnel performing such services under the agreement.

Administration Agreement

On June 29, 2021, we entered into an administration agreement (the “Administration Agreement”) with Commonwealth Credit Advisors LLC, a Delaware limited liability company (in such capacity, the “Administrator”), under which the Administrator will provide administrative services for us, including arranging office facilities for us and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. The Board, including a majority of the directors that are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act, most recently approved the renewal of the Administration Agreement on May 10, 2024. Such approvals were made in accordance with, and on the basis of an evaluation satisfactory to the Board as required by, Section 15(c) of the 1940 Act and applicable rules and regulations thereunder.

Co-Investment Relief

Pursuant to the Order, the Company is permitted to co-invest with its affiliates if “among other things, a required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or the Company’s

stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies. In addition, to the extent that our assets are treated as “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), we will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and our respective investments are at the same level of such issuer’s capital structure; provided, that in no event will we co-invest with any other fund or entity in contravention of the 1940 Act.

Distributions and Dividends

Distributions declared for the three and six months ended June 30, 2024 totaled approximately $15.15 million and $28.29 million, respectively.

The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our Board for the fiscal quarters ended June 30, 2024 and June 30, 2023, respectively:


Fiscal Year Quarter	Date Declared	Record Date	Payment Date	Per Share Amount
First Quarter	March 28, 2024	March 28, 2024	March 28, 2024	$	24.00
Second Quarter	June 27, 2024	June 27, 2024	June 28, 2024	$	27.00


Fiscal Year Ended	Date Declared	Record Date	Payment Date	Per Share Amount
First Quarter	March 27, 2023	March 27, 2023	March 28, 2023	$	22.80
Second Quarter	June 27, 2023	June 27, 2023	June 28, 2023	$	24.20

We intend to pay quarterly distributions to our stockholders in amounts sufficient to qualify as and maintain our status as a RIC. We intend to distribute approximately all of our net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.

Borrowings

We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 150% after such borrowing, with certain limited exceptions. As a result, in addition to the foregoing 1940 Act restriction on leverage, we do not currently expect to borrow in excess of the lesser of 20% of our Aggregate Committed Capital and $130 million. We may in the future, though, determine to utilize a greater amount of leverage, including for investment purposes.

Goldman Credit Facility

On August 11, 2021, Commonwealth Credit Partners BDC, Inc. (the “Company”), entered into a Credit Agreement (the "Goldman Credit Facility") as the borrower and Goldman Sachs Bank USA (“Goldman Sachs”) as the lender. The Goldman Credit Facility is structured as a revolving credit facility secured by the Capital Commitments of the Company’s subscribed investors and certain related assets. On September 27, 2021, the Credit Agreement was amended, pursuant to which the maximum loan amount was increased to the lesser of $130 million and the Borrowing Base as defined below.

The Goldman Credit Facility is uncommitted and matures on the earlier of (i) the date on which either the Company or lender provide written notice of termination to the other party and (ii) the date that is 30 days prior to the last date on which the Company may issue capital drawdowns to its investors. Under the Goldman Credit Facility, the Company is permitted to borrow up to the lesser of $130 million and the Borrowing Base. The “Borrowing Base” is based upon the unfunded capital commitments of certain subscribed investors in the Company that have been approved by Goldman Sachs and meet certain criteria. The advance rate for such investors is currently 90% but may be subject to modification. The Goldman Credit Facility contains certain customary affirmative and negative covenants and events of default.

The Goldman Credit Facility bears interest at a rate of Term SOFR plus 2.82% per annum.

Contractual Obligations

The following table shows our payment obligations for repayment of debt and other contractual obligations as of June 30, 2024 (dollars in thousands):


	Total Aggregate Borrowing Capacity(1)		Total Principal Outstanding
Goldman Sachs Credit Facility	$	130,000	$	90,800
Total	$	130,000	$	90,800

(1)

As of June 30, 2024, we had $39.2 million in unused borrowing capacity under the Goldman Credit Facility, subject to borrowing base limits.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Commitments

In the ordinary course of business, we may enter into future funding commitments. As of June 30, 2024, we had unfunded commitments on revolving credit lines and delayed draw loans of $60.9 million. We maintain sufficient financial resources to satisfy unfunded commitments, including cash on hand, undrawn capital commitments from our investors, and available borrowings to fund such unfunded commitments. Please refer to Note 7—Commitments and Contingencies in the notes to our consolidated financial statements for further detail of these unfunded commitments.

Significant Accounting Estimates and Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we will evaluate our estimates, including those related to the matters described below. Actual results could differ from those estimates.

While our significant accounting policies are also described in Note 2 of notes to our consolidated financial statements appearing elsewhere in this report, we believe the following accounting policies require the most significant judgment in the preparation of our consolidated financial statements.

Valuation of Portfolio Investments

The Investment Adviser values our portfolio investments on a quarterly basis, or more frequently if required under the 1940 Act. For purposes of the 1940 Act, the Board has designated the Investment Adviser as the Company’s “valuation designee” under Rule 2a-5 under the 1940 Act. The Board provides oversight of the Investment Adviser’s fair value determinations of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available. Security transactions are accounted for on a trade date basis.

Given that the Company's assets are currently treated as "plan assets" under the ERISA and Section 4975 of the Code, one or more independent valuation firms (each a "Valuation Agent") will be engaged to independently value the Company's investments, in consultation with the Investment Adviser. The Company's quarterly valuation procedures, which are the procedures that will be followed by such Valuation Agent to the extent the Company's assets are treated as "plan assets" under ERISA and/or Section 4975 of the code, are set forth in more detail below:

Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.

Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:

a) Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser; and

b) Preliminary valuation conclusions will then be documented and discussed with our senior management.

The income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2024. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments and any other end of term fees, as applicable. Included in the consideration and selection of discount rates are factors such as risk of default, interest rate risk, and changes in credit quality. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies.

The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. 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 and the fluctuations could be material.

In the event Benefit Plan Investors do not hold 25% or more of our outstanding Shares, or our Shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser will undertake the roles to be performed by the personnel of the Valuation Agent, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and if the investment’s par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for

each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our Board.

For all valuations, the Valuation Committee of our Board, which consists solely of directors who are not “interested persons” of the Company, as such term is used under the 1940 Act (the “Independent Directors”), will review these preliminary valuations and our Board, a majority of whom are Independent Directors, will discuss the Investment Adviser’s valuations; provided, however, that to the extent our assets are treated as “plan assets” under ERISA and/or Section 4975 of the Code, the Valuation Agent will determine valuations using only those valuation methodologies reviewed and approved by the Valuation Committee and our Board, and our Board, absent manifest error, will accept such valuations prepared by the Valuation Agent in accordance therewith.

Revenue Recognition

Interest Income

Fee Income

Non-accrual

Investments may be placed on non-accrual status when principal or interest payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.

Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to certain financial market risks, such as interest rate fluctuations. 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. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in SOFR are not offset by a corresponding increase in the spread over SOFR that we earn on any portfolio investments, a decrease in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to SOFR. As of March 31, 2024, 100% of investments at fair value represent floating-rate investments with a reference rate floor and none of our debt investments at fair value represent fixed-rate investments. Additionally, our Goldman Credit Facility is also subject to floating interest rates and are currently paid based on floating SOFR rates.

The following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase by 100, 200 or 300 basis points, or decrease by 100 or 200 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held as of June 30, 2024. Interest expense is calculated based on the terms of our outstanding revolving credit facility and subscription line. For our Goldman Credit Facility, we use the outstanding balance as of June 30, 2024. Interest expense on this balance is calculated using the interest rate as of June 30, 2024, adjusted for the hypothetical changes in rates, as shown below.

Assuming that the interim and unaudited Consolidated Statements of Assets and Liabilities as of June 30, 2024 was to remain constant and that we took no actions to alter our interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates. Actual results could differ significantly from those estimated in the table.


Change in Interest Rates	Net Increase (Decrease) in Interest Income (in thousands)			Net Increase (Decrease) in Interest Expense (in thousands)			Net Increase (Decrease) in Net Investment Income (in thousands)
Down 100 basis points	$	(6,430	)	$	(908	)	$	(5,522	)
Down 200 basis points		(12,860	)		(1,816	)		(11,044	)
Up 100 basis points		6,430			908			5,522
Up 200 basis points		12,860			1,816			11,044
Up 300 basis points		19,290			2,724			16,566

Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. 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.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act) as of June 30, 2024. Based on the foregoing evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level that we would meet our disclosure obligations.

Changes in internal control over financial reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the 1934 Act) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We, and our wholly-owned direct subsidiaries, the Investment Adviser and the Administrator are not currently subject to any material legal proceedings as of June 30, 2024. From time to time, we our wholly-owned direct subsidiaries, the Investment Adviser and the Administrator may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in 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. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, our structure, our financial condition, our investments and/or operating results. There have been no material changes during the three and six months ended June 30, 2024 to the risk factors discussed in Item 1A.—Risk Factors in our Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Previously disclosed by the Company on its current reports on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

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.”

ITEM 6. EXHIBITS

The following exhibits are filed as part of this report, or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission:



Exhibit Number	Description of Document

3.1	Amended and Restated Certificate of Incorporation(1)

3.2	By-Laws(1)

31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14 (a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14 (a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**	Certification of the Chief Executive Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

32.2**	Certification of the Chief Financial Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

* * Furnished herewith.

(1) Incorporated by reference to the Exhibits accompanying the Company’s Form 10 Registration Statement filed on July 6, 2021.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Commonwealth Credit Partners BDC I, Inc.

Date: August 13, 2024	By:	/s/ Robert O’Sullivan
	Name: Title:	Robert O’Sullivan Chief Executive Officer

Date: August 13, 2024	By:	/s/ Cecilio M. Rodriguez
	Name: Title:	Cecilio M. Rodriguez Chief Financial Officer

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Commonwealth Credit Partners BDC I 10-Q2024 Q2 Quarterly report

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