OHA Senior Private Lending Fund 10-Q 2023 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________

Form 10-Q

____________________

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

For the quarterly period ended June 30, 2023

or

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

For the transition period from to

Commission file number: 814-01586

____________________

OHA SENIOR PRIVATE LENDING FUND (U) LLC

(Exact name of Registrant as specified in its Charter)

____________________

Delaware	13-4077194
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1 Vanderbilt, 16th Floor
New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)

(212) 326-1500

(Registrant’s Telephone Number, Including Area Code)

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

Securities registered pursuant to Section 12(b) of the Act: 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 x No o

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x

As of June 30, 2023, there was no established public market for the registrant’s common shares of beneficial interest. There were 22,266,039 shares of the registrant’s common shares outstanding as of August 9, 2023.

OHA SENIOR PRIVATE LENDING FUND (U) LLC

TABLE OF CONTENTS

	Page
PART I. Financial Information	2
Item 1. Financial Statements	2
Balance Sheet as of June 30, 2023 (unaudited) and December 31, 2022	2
Statement of Operations for three and six months ended June 30, 2023 (unaudited)	3
Schedules of Investments as of June 30, 2023 (unaudited) and December 31, 2022	4
Statement of Changes in Net Assets for three and six months ended June 30, 2023 (unaudited)	13
Statement of Cash Flows for the six months ended June 30, 2023 (unaudited)	14
Notes to the Financial Statements (unaudited)	15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	44
Part II. Other Information	45
Item 1. Legal Proceedings	45
Item 1A. Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3. Defaults Upon Senior Securities	47
Item 4. Mine Safety Disclosures	47
Item 5. Other Information	47
Item 6. Exhibits	47
Signatures	48

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about OHA Senior Private Lending Fund (U) LLC (the “Company”, “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “will,” “would,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report on Form 10-Q are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed in Item 1A entitled “Risk Factors” in Part II of this Quarterly Report on Form 10-Q and in Item 1A entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 or in other reports we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, risks associated with possible disruption due to terrorism in our operations or the economy generally, the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflict between Russia and Ukraine, and future changes in laws or regulations and conditions in our operating areas.

Any forward-looking statements included in this Quarterly Report on Form 10-Q are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of this Quarterly Report on Form 10-Q. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

You should understand that under Sections 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.

1

OHA Senior Private Lending Fund (U) LLC

Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Investments at fair value:
Non-controlled/non-affiliated investments (cost of $201,376 and $149,464 at June 30, 2023 and December 31, 2022, respectively)	$	202,055	$	149,586
Cash and cash equivalents	33,046		187,398
Interest receivable	734		—
Deferred offering costs	174		382
Unrealized appreciation on foreign currency forward contracts	23		686
Receivable for investments sold	28		—
Total assets	$	236,060	$	338,052
LIABILITIES
Payable for investments purchased	$	—	$	149,464
Collateral payable on forward currency exchange contracts	2,260		—
Management fees payable	354		33
Income incentive fee	1,087		—
Board of Managers fee payable	11		33
Accrued expenses and other liabilities	705		757
Total liabilities	4,417		150,287
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, $0.01 par value (22,266,039 and 18,648,373 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively)	223		186
Additional paid in capital	223,328		186,232
Distributable earnings (loss)	8,092		1,347
Total net assets	231,643		187,765
Total liabilities and net assets	$	236,060	$	338,052
Net asset value per share	$	10.40	$	10.07

See accompanying notes to the financial statements.

2

OHA Senior Private Lending Fund (U) LLC

Statements of Operations

(in thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	5,895	$	10,031
Other income	334		851
Total investment income	6,229		10,882
Expenses:
Management fees	354		683
Income incentive fee	644		1,087
Professional fees	161		554
Board of Managers fees	52		105
Administrative service expenses	101		201
Other general & administrative	428		437
Amortization of deferred offering costs	104		208
Total expenses	1,844		3,275
Net investment income	4,385		7,607
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	1,246		557
Foreign currency forward contracts	(587)		(663)
Net unrealized appreciation (depreciation)	659		(106)
Realized gain (loss):
Non-controlled/non-affiliated investments	70		81
Foreign currency transactions	2,214		306
Foreign currency forward contracts	(2,011)		2,079
Net realized gain (loss)	273		2,466
Net realized and unrealized gain (loss)	932		2,360
Net increase (decrease) in net assets resulting from operations	$	5,317	$	9,967
Net investment income per common share	$	0.21	$	0.37
Increase in net assets resulting from operations per common share	$	0.25	$	0.48
Weighted average common shares outstanding	21,118,949		20,567,824

See accompanying notes to the financial statements.

3

OHA Senior Private Lending Fund (U) LLC

Schedule of Investments

June 30, 2023

(in thousands)

(Unaudited)

Investments-non-controlled/non- affiliated(1)	Reference Rate and Spread		Interest Rate(2)		Maturity Date	Par Amount/ Units		Cost(3)		Fair Value		% of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace and Defense
Mantech International CP (4) (5)	S + 5.75	%	10.80	%	9/14/2029	$	3,581	$	3,512	$	3,473	1.50	%
Mantech International CP (4) (5) (6)	S + 5.75	%	10.80	%	9/14/2029	879		(16)		(27)		(0.01)
Mantech International CP (4) (5) (6)	S + 5.75	%	13.00	%	9/14/2028	444		(8)		(13)		(0.01)
Sequa Corporation (4) (5) (6)	S + 7.00	%	12.16	%	11/15/2027	1,268		(58)		—		—
Sequa Corporation (4) (5)	S + 7.00	%	12.16	%	11/23/2028	13,664		13,015		13,664		5.90
								16,445		17,097		7.38
Broadcasting and Entertainment
Global Music Rights (4) (5) (6)	L + 5.50	%	11.04	%	8/27/2027	286		(3)		—		—
Global Music Rights (4) (5)	L + 5.50	%	10.91	%	8/28/2028	3,166		3,129		3,166		1.37
								3,126		3,166		1.37
Chemicals, Plastics and Rubber
Meridian Adhesives Group, Inc. (4) (5)	S + 7.00	%	12.10	%	9/3/2029	13,136		12,636		12,742		5.50
Meridian Adhesives Group, Inc. (4) (5) (6)	S + 7.00	%	12.10	%	9/3/2029	1,794		1,090		1,105		0.48
								13,726		13,847		5.98
Consumer Goods: Durable
Marcone Yellowstone Buyer, Inc. (4) (5)	S + 6.25	%	11.64	%	6/23/2028	1,325		1,301		1,309		0.56
Marcone Yellowstone Buyer, Inc. (4) (5)	S + 6.25	%	11.64	%	6/23/2028	676		657		661		0.29
Marcone Yellowstone Buyer, Inc. (4) (5) (6)	S + 6.50	%	11.89	%	6/23/2028	3,217		3,127		3,145		1.36
Marcone Yellowstone Buyer, Inc. (4) (5)	L + 6.25	%	11.64	%	6/23/2028	465		(9)		(6)		—
Marcone Yellowstone Buyer, Inc. (4) (5)	S + 6.25	%	11.62	%	6/23/2028	6,905		6,711		6,750		2.91
Marcone Yellowstone Buyer, Inc. (4) (5)	S + 6.50	%	11.89	%	6/23/2028	2,294		2,230		2,242		0.97
								14,017		14,101		6.09
Finance
Beacon Pointe Advisors, LLC (4) (5)	S + 5.25	%	10.85	%	12/20/2028	5,989		5,932		5,809		2.51
Beacon Pointe Advisors, LLC (4) (5)	S + 5.25	%	10.85	%	12/20/2028	2,349		2,326		2,278		0.98
Beacon Pointe Advisors, LLC (4) (5) (6)	S + 5.25	%	10.85	%	12/29/2027	627		(5)		(19)		(0.01)
Spectrum Automotive Holdings, Corp. (4) (5) (6)	L + 5.75	%	11.25	%	6/29/2027	305		(8)		(9)		—
Spectrum Automotive Holdings, Corp. (4) (5)	L + 5.75	%	11.25	%	6/29/2028	8,147		7,918		7,903		3.41
Spectrum Automotive Holdings, Corp. (4) (5) (6)	L + 5.75	%	11.29	%	6/29/2028	2,242		1,805		1,800		0.78
								17,968		17,762		7.67
Healthcare, Education and Childcare
Gateway US Holdings, Inc (4) (5)	S + 6.50	%	11.89	%	9/22/2026	3,243		3,171		3,122		1.35
Gateway US Holdings, Inc (4) (5) (6)	S + 6.50	%	11.89	%	9/22/2026	131		(3)		(5)		—
Gateway US Holdings, Inc (4) (5) (6)	S + 6.50	%	11.89	%	9/22/2026	169		138		135		0.06
Gateway US Holdings, Inc (4) (5)	S + 6.50	%	11.89	%	9/22/2026	745		725		717		0.31
Touchstone Acquisition, Inc. (4) (5)	L + 6.00	%	11.20	%	12/29/2028	10,448		10,202		10,187		4.40
								14,233		14,156		6.12

4

High Tech
AxiomSL Group, Inc. (4) (5) (6)	S + 5.75	%	10.97	%	12/3/2027	$	290	$	(18)	$	(3)	—	%
AxiomSL Group, Inc. (4) (5)	S + 5.75	%	10.90	%	12/3/2027	4,404		4,119		4,360		1.88
AxiomSL Group, Inc. (4) (5) (6)	S + 5.75	%	10.97	%	12/3/2025	316		(19)		(3)		—
Eagan Sub, Inc. (4) (5) (8)	S + 7.00	%	12.24	%	6/1/2030	14,500		14,285		14,283		6.17
Eagan Sub, Inc. (4) (5) (6) (8)	S + 7.00	%	12.24	%	6/1/2029	2,900		(43)		(44)		(0.02)
Kaseya, Inc. (4) (5)	S + 5.75	%	8.85	%	6/25/2029	2,502		2,454		2,439		1.05
Kaseya, Inc. (4) (5) (6)	S + 5.75	%	8.86	%	6/25/2029	154		7		6		—
Kaseya, Inc. (4) (5) (6)	S + 5.75	%	8.86	%	6/25/2029	154		36		35		0.02
								20,821		21,073		9.10
Insurance
Galway Borrower, LLC (4) (5) (6)	L + 5.25	%	10.59	%	9/30/2027	908		(29)		(36)		(0.02)
Galway Borrower, LLC (4) (5) (6)	L + 5.25	%	10.59	%	9/29/2028	132		(4)		(5)		—
Galway Borrower, LLC (4) (5)	L + 5.25	%	10.59	%	9/29/2028	13,729		13,278		13,180		5.69
Peter C. Foy & Associates Insurance Services, LLC (4) (5)	L + 6.00	%	11.22	%	11/1/2028	6,585		6,461		6,453		2.78
Peter C. Foy & Associates Insurance Services, LLC (4) (5)	L + 6.00	%	11.22	%	11/1/2028	1,812		1,778		1,776		0.77
Peter C. Foy & Associates Insurance Services, LLC (4) (5) (6)	L + 6.00	%	11.22	%	11/1/2027	310		(6)		(6)		—
RSC Acquisition, Inc. (4) (5) (7)	L + 5.50	%	10.55	%	10/30/2026	7,044		6,917		6,762		2.92
THG Acquisition, LLC (4) (5) (6)	L + 5.50	%	10.70	%	12/2/2026	5,992		4,062		4,053		1.75
THG Acquisition, LLC (4) (5) (6)	L + 5.75	%	10.95	%	12/2/2025	481		99		102		0.04
								32,556		32,279		13.93
Media: Diversified & Production
Circana Group, L.P. (4) (5)	S + 5.75	%	10.95	%	12/1/2028	7,078		6,878		6,901		2.98
Circana Group, L.P. (4) (5) (6)	S + 5.75	%	10.89	%	12/1/2027	488		25		27		0.01
								6,903		6,928		2.99
Retail Stores
New Look Vision Group, Inc. (4) (5) (8)	L + 5.50	%	10.88	%	5/26/2028	CAD	6,142	4,264		4,352		1.88
New Look Vision Group, Inc. (4) (5) (6) (8)	L + 5.50	%	10.88	%	5/26/2026	CAD	850	503		529		0.23
New Look Vision Group, Inc. (4) (5) (8)	L + 5.50	%	10.88	%	5/26/2028	CAD	422	293		299		0.13
New Look Vision Group, Inc. (4) (5)	L + 5.50	%	10.89	%	5/26/2028	1,307		1,238		1,225		0.53
New Look Vision Group, Inc. (4) (5) (6)	L + 5.50	%	10.89	%	5/26/2028	872		99		89		0.04
New Look Vision Group, Inc. (4) (5) (8)	L + 5.50	%	10.88	%	5/26/2028	CAD	810	562		573		0.25
								6,959		7,067		3.06
Services: Business
GC Waves Holdings, Inc. (4) (5)	S + 5.50	%	10.70	%	8/13/2026	7,065		6,874		6,853		2.96
Geosyntec Consultants (4) (5)	S + 5.25	%	10.35	%	5/18/2029	468		459		459		0.20
Geosyntec Consultants (4) (5) (6)	S + 5.25	%	10.35	%	5/18/2029	198		93		93		0.04
Geosyntec Consultants (4) (5) (6)	S + 2.25	%	10.35	%	5/18/2027	73		4		3		—
GI Apple Midco LLC (4) (5) (6)	S + 6.75	%	11.85	%	4/19/2029	1,133		302		301		0.13
GI Apple Midco LLC (4) (5)	S + 6.75	%	11.85	%	4/19/2030	7,448		7,301		7,299		3.15
GI Apple Midco LLC (4) (5) (6)	S + 6.75	%	11.85	%	4/19/2030	1,619		(8)		(32)		(0.01)
PT Intermediate Holdings III, LLC (4) (5)	S + 5.98	%	11.37	%	11/1/2028	2,636		2,586		2,556		1.10
PT Intermediate Holdings III, LLC (4) (5)	S + 5.98	%	11.37	%	11/1/2028	8,670		8,507		8,410		3.63
PT Intermediate Holdings III, LLC (4) (5) (6)	S + 6.50	%	11.74	%	11/1/2028	404		(3)		(6)		—

5

PT Intermediate Holdings III, LLC (4) (5)	S + 6.50	%	11.74	%	11/1/2028	$	806	$	794	$	793	0.34	%
								26,909		26,729		11.54
Services: Consumer
Crash Champions, LLC (4) (5)	S + 7.00	%	12.10	%	8/31/2025	8,189		7,982		8,067		3.48
Crash Champions, LLC (4) (5)	S + 7.00	%	12.10	%	8/1/2029	1,833		1,781		1,806		0.78
Crash Champions, LLC (4) (5) (6)	S + 7.00	%	12.10	%	8/1/2028	632		(32)		(25)		(0.01)
Crash Champions, LLC (4) (5)	S + 6.25	%	12.10	%	8/1/2029	4,296		4,173		4,231		1.83
								13,904		14,079		6.08
Construction & Building
Groundworks, LLC (4) (5)	S + 6.50	%	11.65	%	3/14/2030	10,022		9,827		9,821		4.24
Groundworks, LLC (4) (5) (6)	S + 6.50	%	11.80	%	3/14/2030	1,829		(9)		(36)		(0.02)
Groundworks, LLC (4) (5) (6)	S + 6.50	%	11.80	%	3/14/2029	585		(11)		(12)		—
								9,807		9,773		4.22
Containers, Packaging and Glass
PPC Flexible Packaging (4) (5) (7)	S + 6.75	%	12.14	%	9/30/2028	4,080		4,002		3,998		1.73
								4,002		3,998		1.73
Total First Lien Debt								$	201,376	$	202,055	87.25	%
Total Investments—non-controlled/non-affiliated								$	201,376	$	202,055	87.25	%
Total Portfolio Investments								$	201,376	$	202,055	87.25	%

(1)Unless otherwise indicated, issuers of debt investments held by the Company (which such term “Company” shall include the Company’s subsidiaries for purposes of this Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR ("L") or SOFR including SOFR adjustment if any, ("S"), CDOR ("C"), which generally resets periodically. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of June 30, 2023, rates for the 3 month and 1 month L are 5.55% and 5.22%, respectively. As of June 30, 2023, rates for the 3 month and 1 month S were 5.27% and 5.14%, respectively. As of June 30, 2023, the rate for the 3 month C is 5.40%.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

(4)Investment valued using unobservable inputs (Level 3). See Note 5.

(5)Loan includes interest rate floor feature.

(6)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments:

6

Investments—non- controlled/non- affiliated	Commitment Type	Commitment Expiration Date	Unfunded		Total Commitment Fair Value
AxiomSL Group, Inc.	Revolver	12/03/2025	$	316	$	(3)
AxiomSL Group, Inc.	2021 First Amendment Incremental Delayed Draw Term Loan	12/03/2027	290		(3)
Beacon Pointe Advisors, LLC	2021 Revolver	12/29/2027	627		(19)
Circana Group, L.P.	Revolver	12/01/2027	449		(11)
Crash Champions, LLC	2022 Revolver	08/01/2028	632		(25)
Eagan Sub, Inc.	2023 Revolver	06/01/2029	2,900		(44)
Galway Borrower, LLC	Revolver	09/30/2027	908		(36)
Galway Borrower, LLC	Delayed Draw Term Loan	09/29/2028	132		(5)
Gateway US Holdings, Inc	Delayed Draw Term Loan	09/22/2026	28		(1)
Gateway US Holdings, Inc	Revolver	09/22/2026	131		(5)
Geosyntec Consultants	Revolver	05/18/2027	68		(1)
Geosyntec Consultants	Delayed Draw Term Loan	05/18/2029	101		(2)
GI Apple Midco LLC	Delayed Draw Term Loan	04/19/2030	1,618		(32)
GI Apple Midco LLC	Revolver	04/19/2029	810		(16)
Global Music Rights	Revolver	08/27/2027	286		—
Groundworks, LLC	2023 Revolver	03/14/2029	585		(12)
Groundworks, LLC	2023 Delayed Draw Term Loan	03/14/2030	1,828		(37)
Kaseya, Inc.	2022 Revolver	06/25/2029	115		(3)
Kaseya, Inc.	2022 Delayed Draw Term Loan	06/25/2029	144		(4)
Mantech International CP	Revolver A	09/14/2028	444		(13)
Mantech International CP	Delayed Draw Term Loan	09/14/2029	879		(26)
Marcone Yellowstone Buyer, Inc.	2022 Incremental Delayed Draw Term Loan	06/23/2028	465		(6)
Meridian Adhesives Group, Inc.	2022 1st Lien Delayed Draw Term Loan	09/03/2029	636		(19)
New Look Vision Group, Inc.	CAD Revolver	05/26/2026	89		(26)
New Look Vision Group, Inc.	USD Delayed Draw Term Loan	05/26/2028	728		(45)
Peter C. Foy & Associates Insurance Services, LLC	2021 1st Lien Revolver	11/01/2027	310		(6)
PT Intermediate Holdings III, LLC	2023 Incremental Delayed Draw Term Loan	11/01/2028	404		(6)
Sequa Corporation	2022 Revolver	11/15/2027	1,268		—
Spectrum Automotive Holdings, Corp.	2021 Revolver	06/29/2027	305		(9)
Spectrum Automotive Holdings, Corp.	2021 Delayed Draw Term Loan 1A	06/29/2028	375		(11)
THG Acquisition, LLC	2021 Delayed Draw Term Loan	12/02/2026	1,818		(36)
THG Acquisition, LLC	2019 Revolver	12/02/2025	374		(4)
Total			$	20,063	$	(466)

(7)Position or portion thereof unsettled as of June 30, 2023.

(8)The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2023, non-qualifying assets totaled 8.47% of the Company’s total assets.

(9)As of June 30, 2023, the estimated net unrealized gain for federal tax purposes was $0.6 million based on a tax basis of $201.4 million. As of June 30, 2023, the estimated aggregate gross unrealized loss for federal income tax purposes was $0.9 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $1.5 million.

7

ADDITIONAL INFORMATION
Foreign currency forward contracts
Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation (Depreciation)
State Street Bank & Trust Company	Euro 211,287	U.S. Dollar 232,256	9/21/2023	$	22
State Street Bank & Trust Company	U.S. Dollar 6,203	Canadian Dollar 8,200	9/29/2023	1
				$	23

See accompanying notes to the financial statements.

8

OHA Senior Private Lending Fund (U) LLC

Schedule of Investments

December 31, 2022

(in thousands)

Investments-non-controlled/non- affiliated(1)	Reference Rate and Spread		Interest Rate(2)		Maturity Date	Par Amount/ Units		Cost(3)		Fair Value		% of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace and Defense
Mantech International CP(5)(6)(7)(8)	S + 5.75	%	9.58	%	9/14/2029	$	879	$	(18)	$	(18)	(0.01)	%
Mantech International CP(5)(7)(8)	S + 5.75	%	9.58	%	9/14/2029	3,599		3,527		3,527		1.88
Mantech International CP(5)(6)(7)(8)	S + 5.75	%	9.58	%	9/14/2028	444		10		10		0.01
								3,519		3,519		1.88
Broadcasting and Entertainment
Global Music Rights(5)(7)(8)	L + 5.50	%	10.23	%	8/27/2028	3,182		3,142		3,142		1.67
Global Music Rights(5)(6)(7)(8)	L + 5.50	%	10.23	%	8/27/2027	286		(3)		(3)		—
								3,139		3,139		1.67
Chemicals, Plastics and Rubber
Meridian Adhesives Group, Inc.(5)(6)(7)(8)	S + 7.00	%	11.54	%	9/3/2029	1,800		1,092		1,092		0.58
Meridian Adhesives Group, Inc.(5)(7)(8)	S + 7.00	%	11.54	%	9/3/2029	13,202		12,674		12,674		6.75
								13,766		13,766		7.33
Consumer Goods: Durable
Marcone Yellowstone Buyer, Inc. (5)(7)(8)	S + 6.25	%	10.98	%	6/23/2028	2,306		2,237		2,237		1.19
Marcone Yellowstone Buyer, Inc. (5)(7)(8)	L + 6.25	%	10.98	%	6/23/2028	6,941		6,732		6,732		3.59
Marcone Yellowstone Buyer, Inc. (5)(7)(8)	L + 6.25	%	10.90	%	6/23/2028	3,242		3,145		3,145		1.67
Marcone Yellowstone Buyer, Inc. (5)(7)(8)	S + 6.50	%	11.04	%	6/23/2028	1,335		1,309		1,309		0.70
Marcone Yellowstone Buyer, Inc. (5)(6)(7)(8)	S + 6.50	%	10.98	%	6/23/2028	465		(9)		(9)		0.00
Marcone Yellowstone Buyer, Inc. (5)(7)(8)	L + 6.25	%	10.90	%	6/23/2028	680		659		659		0.35
								14,073		14,073		7.50
Finance
Beacon Pointe Advisors, LLC(5)(6)(7)(8)	S + 5.25	%	—		12/20/2026	627		(6)		(6)		—
Beacon Pointe Advisors, LLC(5)(6)(7)(8)	S + 5.25	%	9.57	%	12/20/2028	3,131		1,424		1,424		0.76
Beacon Pointe Advisors, LLC(5)(7)(8)	S + 5.25	%	9.38	%	12/20/2028	6,019		5,959		5,959		3.17
Spectrum Automotive Holdings, Corp.(5)(6)(7)(8)	L + 5.75	%	10.48	%	6/29/2028	2,276		1,544		1,544		0.82
Spectrum Automotive Holdings, Corp.(5)(7)(8)	L + 5.75	%	10.48	%	6/29/2028	8,189		7,943		7,943		4.23
Spectrum Automotive Holdings, Corp.(5)(6)(7)(8)	L + 5.75	%	10.48	%	6/29/2027	305		(9)		(9)		—
								16,855		16,855		8.98
Healthcare, Education and Childcare
Gateway US Holdings, Inc.(5)(7)(8)	S + 6.50	%	11.23	%	9/22/2024	3,243		3,146		3,146		1.68
Gateway US Holdings, Inc.(5)(6)(7)(8)	S + 6.50	%	11.23	%	9/22/2024	169		137		137		0.07

9

Gateway US Holdings, Inc.(5)(6)(7)(8)	S + 6.50	%	11.23	%	9/22/2024	$	131	$	68	$	68	0.04	%
Touchstone Acquisition, Inc.(5)(7)(8)	L + 6.00	%	10.55	%	12/29/2028	10,501		10,238		10,238		5.45
								13,589		13,589		7.24
High Tech
AxiomSL Group, Inc.(5)(7)(8)	L + 5.75	%	10.13	%	12/3/2027	4,426		4,116		4,249		2.26
AxiomSL Group, Inc.(5)(6)(7)(8)	L + 5.75	%	10.13	%	12/3/2027	290		(20)		(11)		(0.01)
AxiomSL Group, Inc.(5)(6)(7)(8)	L + 5.75	%	10.13	%	12/3/2025	316		(22)		(13)		(0.01)
Kaseya, Inc.(5)(7)(8)	S + 5.75	%	10.13	%	6/25/2029	2,502		2,452		2,427		1.29
Kaseya, Inc.(5)(6)(7)(8)	S + 5.75	%	10.13	%	6/25/2029	154		(3)		(4)		—
Kaseya, Inc.(5)(6)(7)(8)	S + 5.75	%	10.33	%	6/25/2029	154		(3)		(5)		—
								6,520		6,643		3.53
Insurance
Galway Borrower, LLC(5)(7)(8)	L + 5.25	%	9.98	%	9/29/2028	13,799		13,316		13,316		7.09
Galway Borrower, LLC(5)(6)(7)(8)	L + 5.25	%	8.99	%	9/29/2028	132		(5)		(5)		—
Galway Borrower, LLC(5)(6)(7)(8)	L + 5.25	%	—		9/30/2027	908		(32)		(32)		(0.02)
Peter C. Foy & Associates Insurance Services, LLC(5)(7)(8)	L + 6.00	%	11.21	%	11/1/2028	6,619		6,486		6,486		3.45
Peter C. Foy & Associates Insurance Services, LLC(5)(7)(8)	L + 6.00	%	11.21	%	11/1/2028	1,821		1,785		1,785		0.95
Peter C. Foy & Associates Insurance Services, LLC(5)(6)(7)(8)	L + 6.00	%	11.21	%	11/1/2027	310		(6)		(6)		—
RSC Acquisition, Inc.(5)(7)(8)	L + 5.50	%	10.23	%	10/30/2026	7,082		6,940		6,940		3.70
THG Acquisition, LLC(5)(7)(8)	L + 5.50	%	9.88	%	12/2/2026	6,011		3,376		3,376		1.80
THG Acquisition, LLC(5)(6)(7)(8)	L + 5.75	%	10.12	%	12/2/2025	481		(10)		(10)		(0.01)
								31,850		31,850		16.96
Media: Diversified & Production
The NPD Group, Inc.(5)(6)(7)(8)	L + 5.75	%	10.32	%	12/1/2027	488		44		44		0.02
The NPD Group, Inc.(5)(7)(8)	L + 5.75	%	10.32	%	12/1/2028	7,114		6,900		6,900		3.67
								6,944		6,944		3.69
Retail Stores
New Look Vision Group, Inc.(4)(5)(7)(8)	L + 5.50	%	10.38	%	5/26/2028	CAD	1,656	244		244		0.13
New Look Vision Group, Inc.(4)(5)(6)(7)(8)	L + 5.50	%	10.38	%	5/26/2026	CAD	850	393		392		0.21
New Look Vision Group, Inc.(4)(5)(7)(8)	L + 5.50	%	10.38	%	5/26/2028	CAD	6,173	4,271		4,271		2.27
New Look Vision Group, Inc.(4)(5)(6)(7)(8)	L + 5.50	%	10.23	%	5/26/2028	872		97		97		0.05
New Look Vision Group, Inc.(4)(5)(7)(8)	L + 5.50	%	10.38	%	5/26/2028	CAD	814	563		563		0.30
New Look Vision Group, Inc.(4)(5)(7)(8)	L + 5.50	%	10.23	%	5/26/2028	1,313		1,241		1,241		0.66
								6,809		6,808		3.62
Services: Business
GC Waves Holdings, Inc.(5)(6)(7)(8)	L + 5.50	%	9.88	%	8/13/2026	7,118		6,905		6,905		3.68
Geosyntec Consultants (5)(6)(7)(8)	S + 5.25	%	—		5/18/2029	198		(4)		(4)		—
Geosyntec Consultants(5)(6)(7)(8)	S + 5.25	%	—		5/18/2027	73		(2)		(2)		—
Geosyntec Consultants(5)(7)(8)	S + 5.25	%	9.57	%	5/18/2029	471		461		461		0.25
PT Intermediate Holdings III, LLC(5)(6)(7)(8)	L + 5.50	%	10.23	%	11/1/2028	2,649		2,596		2,596		1.38

10

PT Intermediate Holdings III, LLC(5)(7)(8)	L + 5.50	%	10.23	%	11/1/2028	$	8,714	$	8,540	$	8,540	4.55	%
								18,496		18,496		9.86
Services: Consumer
Crash Champions, LLC(5)(7)(8)	S + 7.00	%	11.55	%	8/1/2029	8,210		7,964		7,964		4.25
Crash Champions, LLC(5)(6)(7)(8)	S + 6.25	%	10.79	%	8/1/2028	632		(35)		(35)		(0.02)
Crash Champions, LLC(5)(7)(8)	S + 7.00	%	11.55	%	8/1/2029	1,843		1,787		1,787		0.95
Crash Champions, LLC(5)(7)(8)	S + 6.25	%	11.55	%	8/1/2029	4,317		4,188		4,188		2.23
								13,904		13,904		7.41
Total First Lien Debt								$	149,464	$	149,586	79.67	%
Total Investments—non-controlled/non-affiliated								$	149,464	$	149,586	79.67	%
Total Portfolio Investments								$	149,464	$	149,586	79.67	%

(1)Unless otherwise indicated, issuers of debt investments held by the Company (which such term “Company” shall include the Company’s subsidiaries for purposes of this Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or SOFR including SOFR adjustment, if any, (“S”), which generally resets periodically. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of December 31, 2022, rates for the 3 month and 1 month L are 4.77% and 4.39%, respectively. As of December 31, 2022, rates for the 3 month and 1 month S were 3.62% and 4.06%, respectively.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

(4)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022, non-qualifying assets totaled 4.6% of the Company’s total assets.

(5)Investment valued using unobservable inputs (Level 3). See Note 5.

(6)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a

11

commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments:

Investments—non- controlled/non- affiliated	Commitment Type	Commitment Expiration Date	Unfunded		Total Commitment Fair Value
AxiomSL Group, Inc	Revolver	12/03/2025	$	316	$	(13)
AxiomSL Group, Inc	Delayed Draw Term Loan	12/03/2027	290		(12)
Beacon Pointe Advisors, LLC	Revolver	12/20/2026	627		(6)
Beacon Pointe Advisors, LLC	Delayed Draw Term Loan	12/20/2028	1,675		1,425
Crash Champions, LLC	Revolver	08/01/2028	632		(35)
Galway Borrower LLC	Revolver	09/30/2027	908		(32)
Galway Borrower LLC	Delayed Draw Term Loan	09/29/2028	132		(5)
Gateway US Holdings, Inc	Revolver	09/22/2024	59		68
Gateway US Holdings, Inc	Delayed Draw Term Loan	09/22/2024	27		137
Geosyntec Consultants	Delayed Draw Term Loan	05/18/2029	198		(4)
Geosyntec Consultants	Revolver	05/18/2027	73		(1)
Global Music Rights	Revolver	08/27/2027	286		(4)
Kaseya Inc.	Revolver	06/25/2029	153		(5)
Kaseya Inc.	Delayed Draw Term Loan	06/25/2029	153		(5)
Mantech International CP	Delayed Draw Term Loan	09/14/2029	879		(18)
Mantech International CP	Revolver	09/14/2028	425		10
Marcone Yellowstone Buyer Inc	Delayed Draw Term Loan	06/23/2028	465		(9)
Meridian Adhesives Group Inc	Delayed Draw Term Loan	09/03/2029	636		1,092
New Look Vision Group Inc	Revolver	05/26/2026	196		397
New Look Vision Group Inc	Delayed Draw Term Loan	05/26/2028	728		97
New Look Vision Group Inc	Delayed Draw Term Loan	05/26/2028	902		253
Peter C. Foy & Associates Insurance Services, LLC	Revolver	11/01/2027	310		(6)
Spectrum Automotive Holdings Corp	Delayed Draw Term Loan	06/29/2028	664		1,544
Spectrum Automotive Holdings Corp	Revolver	06/29/2027	305		(9)
The NPD Group, Inc.	Revolver	12/01/2027	430		44
THG Acquisition, LLC	Delayed Draw Term Loan	12/02/2026	2,515		3,376
THG Acquisition, LLC	Revolver	12/02/2025	481		(10)
Total			$	14,465	$	8,269

(7)Position or portion thereof unsettled as of December 31, 2022.

(8)Loan includes interest rate floor feature.

ADDITIONAL INFORMATION
Foreign currency forward contracts
Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation (Depreciation)
State Street Bank & Trust Company	Euro 187,903	U.S. Dollar 188,589	1/31/2023	$	686
				$	686

See accompanying notes to the financial statements.

12

OHA Senior Private Lending Fund (U) LLC

Statements of Changes in Net Assets

(in thousands)

(Unaudited)

	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Operations:
Net investment income	$	4,385	$	7,607
Net realized gain (loss)	273		2,466
Net change in unrealized appreciation (depreciation)	659		(106)
Net increase (decrease) in net assets resulting from operations	5,317		9,967
Share transactions:
Common shares issued	12,392		37,133
Distributions to common shareholders	(3,222)		(3,222)
Net increase (decrease) from share transactions	9,170		33,911
Total increase (decrease) in net assets	14,487		43,878
Net Assets, beginning of period	217,156		187,765
Net Assets, end of period	$	231,643	$	231,643

See accompanying notes to the financial statements.

13

OHA Senior Private Lending Fund (U) LLC

Statement of Cash Flows

(in thousands)

(Unaudited)

	For the Six Months Ended June 30, 2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	9,967
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments	(557)
Net unrealized (appreciation) depreciation on foreign currency forward contracts	663
Net realized (gain) loss on investments	(81)
Net accretion of discount and amortization of premium	(428)
Amortization of deferred offering costs	208
Purchases of investments	(63,041)
Proceeds from sale of investments and principal repayments	11,638
Increase (decrease) in assets and liabilities:
Interest receivable	(734)
Receivable for investments sold	(28)
Payable for investments purchased	(149,464)
Collateral payable on forward currency exchange contracts	2,260
Management fee payable	321
Income incentive fee	1,087
Board of Managers fee payable	(22)
Accrued expenses and other liabilities	(52)
Net cash provided by (used in) operating activities	(188,263)
Cash flows from financing activities:
Proceeds from issuance of common shares	37,133
Dividend distributions paid in cash	(3,222)
Net cash provided by (used in) financing activities	33,911
Net increase (decrease) in cash and cash equivalents	(154,352)
Cash and cash equivalents, beginning of period	187,398
Cash and cash equivalents, end of period	$	33,046
Supplemental disclosure of cash flow information:
Distributions declared during the period	$	3,222

See accompanying notes to the financial statements.

14

Notes to the Financial Statements

(in thousands, except per share amounts)

(Unaudited)

Note 1. Organization

OHA Senior Private Lending Fund (U) LLC (the “Company” or “SPLF (U)”), was formed on June 27, 2022. OHA Private Credit Advisors II, L.P. (the “Adviser”) is the investment adviser of the Company. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940. The Company is a closed-end investment company that has filed an election to be regulated as a business development company (“BDC”) under the 1940 Act.

The Company will seek to achieve attractive risk-adjusted returns by investing primarily in the non-investment grade credit markets in North America and Europe, with a primary focus on direct lending in the United States.  Subject to any restrictions imposed under the 1940 Act (as defined below), any related RIC asset diversification requirements and any guidelines and limitations set forth herein, the Company’s investments are expected to primarily consist of senior secured first lien loans and unitranche loans but may include second lien loans or other assets. The Company will seek target position sizes of 2% to 5% of net asset value (“NAV”) and seek to allocate (a) greater than or equal to 80% of NAV to first lien and unitranche loans and (b) less than or equal to 20% of NAV to second lien loans. The Company’s investment mandate will be structured to allow for co-investment across Oak Hill Advisors, L.P.’s (“OHA”) entire platform, based on existing SEC exemptive relief under Rule 17d-1 under the 1940 Act and any additional SEC exemptive relief obtained in the future.

The Company will have a finite life. The term of the Company will end, and the Company will commence winding up, on the fifth (5th) anniversary of the last calendar day of the Investment Period (as defined below) (including any extensions of such Investment Period), unless extended for up to two (2) consecutive one (1) year periods, in each case, as approved by both the Board of Managers (“Board”) and members of the Company (“Members”) holding a majority of the outstanding Shares.

Note 2. Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).  The Company is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.  These financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the financial position and results of operations for the periods presented herein.  The Company commenced operations on December 15, 2022 and its fiscal year ends on December 31.

Basis of Accounting

The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in ASC Topic 946, Financial Services – Investment Companies. ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

15

Cash and Cash Equivalents

Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. As of June 30, 2023, the Company did not hold any cash equivalents.

Investment Related Transactions, Revenue Recognition and Expenses

Investment transactions and the related revenue and expenses are recorded on a trade-date basis.  Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments. Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized fees and unamortized discounts are recorded as interest income.

In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and loan waiver amendment fees, and commitment fees, and are recorded as other income in investment income when earned.

Certain investments may have contractual payment-in-kind (“PIK”) interest. PIK represents accrued interest that is added to the principal amount of the investment on the interest payment date rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest income.

Expenses are recorded on an accrual basis.

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of June 30, 2023 there were no loans placed on non-accrual status.

Valuation of Portfolio Investments

Pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the Company’s “valuation designee” to determine the valuation of the Company’s investments. The Adviser shall value the investments owned by the Company in accordance with the Adviser’s valuation policies and procedures, subject at all times to the oversight of the Board. The Adviser values the Company’s investments in accordance with ASC Topic 820, which defines fair value as 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 applicable measurement date. ASC Topic 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.

Investments that are listed or traded on an exchange and are freely transferable are valued at either the closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) on the principal exchange on which the investment is listed or traded. Investments for which other market quotations are readily available will typically be valued at such market quotations.Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers.

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With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. 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 differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

With respect to the valuation of investments, the Company undertakes a multi-step valuation process in connection with determining the fair value of our investments for which reliable market quotations are not readily available, which includes, among other procedures, the following:

•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in consultation with the Adviser’s investment professionals responsible for each portfolio investment;

•Generally investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm. The independent valuation firms provide a final range of values on such investments to the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;

•The Adviser’s valuation committee with respect to the Company (the “Valuation Committee”) reviews each valuation recommendation to confirm they have been calculated in accordance with the Company’s valuation policy and when applicable, compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;

•The Adviser’s Valuation Committee then determines fair value marks for each of the Company’s portfolio investments; and

•The Board and Audit Committee periodically review the valuation process and provide oversight in accordance with the requirements of Rule 2a-5 under the 1940 Act.

As part of the valuation process, the Company will take into account relevant factors in determining the fair value of the Company’s investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant: the estimated enterprise value of a portfolio company, analysis of discounted cash flows, publicly traded comparable companies and comparable transactions; the nature and realizable value of any collateral; the portfolio company’s ability to make payments based on its earnings and cash flow; the markets in which the portfolio company does business; and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future.

The Company has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and the Adviser and the Company may reasonably rely on that assistance. However, the Adviser is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy, the Board’s oversight and a consistently applied valuation process.

The Company applies ASC Topic 820, which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC Topic 820, these levels are summarized below:

•Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

•Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

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•Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.

A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers where this is sufficient quote of depth. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.

Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.

The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.

Receivables/Payables From Investments Sold/Purchased

Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. As of June 30, 2023, the Company had no payables for investments purchased and had $0.0 million of receivables for investments sold. As of December 31, 2022, the Company had $149.5 million of payables for investments purchased and had no receivables for investments sold.

Foreign Currency Transactions

Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets and liabilities in foreign currencies on the Statements of Operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Foreign Currency Forward Contracts

The Company may enter into foreign currency forward contracts to reduce the exposure to foreign currency exchange rate fluctuations of the Company and its Shareholders. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized gain (loss) on foreign currency forward contracts are recorded on the statements of assets and liabilities on a gross basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the schedules of investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.

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Organization and Offering Expenses

Organizational costs, primarily for legal expenses associated with the establishment of the Company, are expensed as incurred.

Costs associated with the offering of Common Shares of the Company will be capitalized as deferred offering expenses and included as other assets on the Statement of Assets and Liabilities and amortized over a twelve-month period from incurrence. For the three and six months ended June 30, 2023, the Company amortized offering costs of $0.1 million and $0.2 million, respectively.

The Adviser has agreed to incur organizational and start-up costs on behalf of the Company. The Company has agreed to repay the Adviser for initial organization and start-up costs incurred prior to the commencement of our operations up to a maximum of $750 thousand and contingent upon the election to be treated as business development company, pursuant to the provisions of section 54(a) of the 1940 Act, to be subject to the provisions of sections 55 through 65 of the Act.

Income Taxes

The Company has elected to be regulated as a BDC under the 1940 Act. The Company intends to elect to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors and would not be reflected in the financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses.

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.

Distributions

Distributions to common shareholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Adviser. The Company intends to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to shareholders.

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New Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board. The Company has assessed currently issued ASU’s and has determined that they are not applicable.

Note 3. Fees, Expenses, Agreements and Related Party Transactions

Investment Advisory Agreement

On November 14, 2022, the Company entered into an investment advisory agreement with the Adviser (the “Investment Advisory Agreement”), pursuant to which the Adviser manages the Company on a day-to-day basis. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.

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

The Company pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders. Substantial additional fees and expenses may also be charged by the Administrator to the Company, which is an affiliate of the Adviser.

Management Fee

The management fee is payable monthly in arrears at an annual rate of 0.65% of the value of our net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Advisory Agreement, net assets means our total assets (which does not include unfunded capital commitments) less the fair value of our liabilities, determined on a consolidated basis in accordance with GAAP. For the first calendar month in which we have operations, net assets will be measured as the beginning net assets as of the Initial Closing Date.

For the three and six months ended June 30, 2023, management fees were $0.4 million and $0.7 million, respectively, of which none were waived. As of June 30, 2023, $0.4 million remained payable related to the base management fee accrued in management fee payable on the statement of assets and liabilities.

Incentive Fee

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

Incentive Fee Based on Income

The first part of the incentive fee is based on income, whereby the Company pays the Adviser annually in arrears 12.5% of its Pre-Incentive Fee Net Investment Income Returns (as defined below) for the relevant calendar year subject to a 5.75% annualized hurdle rate (the ‘Hurdle Rate”). “Pre-Incentive Fee Net Investment Income Returns” means dividends, cash interest or other distributions or other cash income and any third-party fees received from portfolio companies (such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance and fees earned by the Adviser or an affiliate in its capacity as an administrative agent, syndication agent, collateral agent, loan servicer or other similar capacity) accrued during the month, minus operating expenses for the month (including the management fee, taxes, any expenses payable under the Advisory Agreement and an administration agreement with our administrator, any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred shares, but excluding the incentive fee and

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Member servicing and/or distribution fees).  Pre-Incentive Fee Net Investment Income Returns includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind (“PIK”) interest and zero-coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The Company pays the Adviser an incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns as follows:

•No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar year in which the Company’s Pre-Incentive Fee Net Investment Income Returns does not exceed the Hurdle Rate;

•100% of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the Hurdle Rate but is less than 6.57143% in any calendar year. This portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the Hurdle Rate but is less than 6.57143%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of the Company’s Pre-Incentive Fee Net Investment Income Returns as if a Hurdle Rate did not apply if Pre-Incentive Fee Net Investment Income Returns exceeds 6.57143% in any calendar year; and

•12.5% of the Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds 6.57143% in any calendar year, which reflects that once the Hurdle Rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns is paid to the Adviser.

For the three and six months ended June 30, 2023, incentive fees were $0.6 million and $1.1 million, respectively, of which none were waived. As of June 30, 2023 and December 31, 2022, $1.1 million and $0.0 million, respectively, remained payable related to the incentive fee accrued in incentive fee payable on the statement of assets and liabilities.

Incentive Fee Based on Capital Gains

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:

•12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP.

Administration Agreement

Under the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of our other service providers), preparing reports to Members and reports filed with the SEC and other regulators, preparing materials and coordinating meetings of our Board, managing the payment of expenses, the payment and receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. We will reimburse the Administrator for the reasonable fees, costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s allocable portion of compensation, Overhead and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of OHA or any of its affiliates, subject to the limitations described in Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we will reimburse the Administrator for any services performed for us by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.

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The amount of the reimbursement payable to the Administrator will be the lesser of (1) the Administrator’s actual costs incurred in providing such services and (2) the amount that we estimate we would be required to pay alternative service providers for comparable services in the same geographic location. The Administrator will be required to allocate the cost of such services to us based on factors such as assets, revenues, time allocations and/or other reasonable metrics. We will not reimburse the Administrator for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of the Administrator.

For the three and six month ended June 30, 2023, there were $0.0 million and $0.0 million, respectively, in expenses related to the Administrator that were included in administrative service expenses on the statements of operations and the payable included in accrued expenses and other liabilities in the statements of assets and liabilities. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. For the three and six months ended June 30, 2023, the Company incurred expenses related to the sub-administrator of $0.1 million and $0.2 million, respectively, which is included in administrative service expenses on the statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement.

Note 4. Investments

The composition of the Company’s investment portfolio at cost and fair value as of June 30, 2023 and December 31, 2022 was as follows:

	June 30, 2023
	Amortized Cost		Fair value		% of Total Investments at Fair Value
First lien debt	$	201,376	$	202,055	100.0	%
Total investments	$	201,376	$	202,055	100.0	%

	December 31, 2022
	Amortized Cost		Fair value		% of Total Investments at Fair Value
First lien debt	$	149,464	$	149,586	100.0	%
Total investments	$	149,464	$	149,586	100.0	%

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The industry composition of investments based on fair value as of June 30, 2023 and December 31, 2022 was as follows:

	June 30, 2023
Insurance	16.0	%
Services: Business	13.1
High Tech	10.4
Finance	8.8
Aerospace & Defense	8.5
Healthcare, Education, and Childcare	7.0
Services: Consumer	7.0
Consumer Goods: Durable	7.0
Chemical, Plastics & Rubber	6.9
Construction & Building	4.8
Retail Stores	3.5
Media: Diversified & Production	3.4
Containers, Packaging & Glass	2.0
Broadcasting and Entertainment	1.6
Total	100.0	%

	December 31, 2022
Insurance	21.3	%
Services: Business	12.4
Finance	11.3
Consumer Goods: Durable	9.4
Services: Consumer	9.3
Chemicals, Plastics, and Rubber	9.2
Healthcare, Education, and Childcare	9.1
Media: Diversified & Production	4.6
Retail Stores	4.5
High Tech	4.4
Aerospace and Defense	2.4
Broadcasting and Entertainment	2.1
Total	100.0	%

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The geographic composition of investments at cost and fair value as of June 30, 2023 and December 31, 2022 was as follows:

	June 30, 2023
		Amortized Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States		$	195,754	$	196,302	97.2	%	84.7	%
Canada		5,622		5,753		2.8		2.5
Total		$	201,376	$	202,055	100.0	%	87.2	%

	December 31, 2022
		Amortized Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States		$	143,993	$	144,116	96.3	%	76.8	%
Canada		5,471		5,470		3.7		2.9
Total		$	149,464	$	149,586	100.0	%	79.7	%

Note 5. Fair Value of Investments

The following table presents the fair value hierarchy of investments as of June 30, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:

	June 30, 2023
Assets		Level 1		Level 2		Level 3		Total
First Lien Debt		$	—	—		$	202,055	$	202,055
Total investments		$	—	$	—	$	202,055	$	202,055

	December 31, 2022
Assets		Level 1		Level 2		Level 3		Total
First Lien Debt		$	—	$	—	$	149,586	$	149,586
Total investments		$	—	$	—	$	149,586	$	149,586

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The following table presents change in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:

	Three Months Ended June 30, 2023
	First Lien Debt
Fair value, beginning of period	$	185,897
Purchases of investments	16,194
Proceeds from principal repayments and sales of investments	(1,558)
Accretion of discount/amortization of premium	206
Net realized gain (loss)	70
Net change in unrealized appreciation (depreciation)	1,246
Transfers into Level 3 (1)	—
Transfers out of Level 3 (1)	—
Fair value, end of period	$	202,055
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of June 30, 2023	$	1,246

(1)For the three months ended June 30, 2023, there were no transfers into or out of Level 3.

The following table presents change in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:

	Six Months Ended June 30, 2023
	First Lien Debt
Fair value, beginning of period	$	149,586
Purchases of investments	63,041
Proceeds from principal repayments and sales of investments	(11,638)
Accretion of discount/amortization of premium	428
Net realized gain (loss)	81
Net change in unrealized appreciation (depreciation)	557
Transfers into Level 3 (1)	—
Transfers out of Level 3 (1)	—
Fair value, end of period	$	202,055
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of June 30, 2023	$	557

(1)For the six months ended June 30, 2023, there were no transfers into or out of Level 3.

Significant Unobservable Inputs

In accordance with ASC Topic 820, the following table provides quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of June 30, 2023 and December 31, 2022.  The table is not

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intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

	June 30, 2023
	Fair Value		Valuation Techniques	Unobservable Input	Range/Input (Weighted Average)(1)
Assets:
First lien debt	$	187,816	Discounted cash flow	Comparative Yields	9.4% - 12.3% (10.7%)
First lien debt	14,239		Precedent transaction	Transaction Price	N/A
Total investments	$	202,055

	December 31, 2022
	Fair Value		Valuation Techniques	Unobservable Input	Range/Input (Weighted Average)(1)
Assets:
First lien debt	$	149,586	Discounted cash flow	Comparative Yields	9.3% - 11.6% (10.5%)
Total investments	$	149,586

(1)Weighted averages are calculated based on fair value of investments.

The Company used the income approach to determine the fair value of certain Level 3 assets as of June 30, 2023 and December 31, 2022. The significant unobservable inputs used in the income approach is the comparative yield and discount rate. The comparative yield and discount rate is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value.

Note 6: Derivatives

The Company enters into derivative financial instruments in the normal course of business from time to time to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures. For derivative contracts, the Company enters into netting arrangements with its counterparties. In accordance with authoritative guidance, the Company offsets fair value amounts recognized for derivative instruments with the same counterparty under a master netting arrangement.

The Company may enter into forward currency exchange contracts to reduce the exposure to foreign currency exchange rate fluctuations of the Company and its Shareholders, as described in Note 2. The fair value of derivative contracts open as of June 30, 2023 and December 31, 2022 is included on the consolidated schedules of investments by contract. The Company had collateral payable of $2.3 million for June 30, 2023. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the consolidated statements of assets and liabilities.

During the three and six months ended June 30, 2023, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $230.2 million and $221.4 million, respectively.

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The following table presents both gross and net information about derivative instruments eligible for offset in the Statements of Assets and Liabilities.

June 30, 2023
Counterparty	Gross Amount of Assets		Gross Amount of (Liabilities)		Net amounts presented in the Statements of Assets and Liabilities		Collateral Received/Pledged(1)		Net Amounts(2)
State Street Bank and Trust Company	$	23	$	—	$	23	$	(23)	$	—
	$	23	$	—	$	23	$	(23)	$	—

December 31, 2022
Counterparty	Gross Amount of Assets		Gross Amount of (Liabilities)		Net amounts presented in the Statements of Assets and Liabilities		Collateral Received/Pledged(1)		Net Amounts(2)
State Street Bank and Trust Company	$	686	$	—	$	686	$	—	$	686
	$	686	$	—	$	686	$	—	$	686

(1)Amount excludes excess cash collateral paid.

(2)Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts, if applicable.

The effect of transactions in derivative instruments on the Statements of Operations during the three and six months ended June 30, 2023 were as follows:

	Three Months Ended June 30, 2023
Net change in unrealized gain (loss) on foreign currency forward contracts	$	(587)
Realized gain (loss) on foreign currency forward contracts	(2,011)
Total net realized and unrealized gain (loss) on foreign currency forward contracts	$	(2,598)

	Six Months Ended June 30, 2023
Net change in unrealized gain (loss) on foreign currency forward contracts	$	(663)
Realized gain (loss) on foreign currency forward contracts	2,079
Total net realized and unrealized gain (loss) on foreign currency forward contracts	$	1,416

Note 7: Commitments and Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

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The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As June 30, 2023, the Company had unfunded delayed draw term loans and revolvers in the aggregate principal amount of $20.1 million. As December 31, 2022, the Company had unfunded delayed draw term loans and revolvers in the aggregate principal amount of $14.5 million.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2023, management is not aware of any pending or threatened material litigation.

Investor Commitments

As of June 30, 2023, the Company had $545.6 million in total capital commitments from investors, $322.0 million of which was undrawn. 

Note 8.  Net Assets

Subscriptions and Drawdowns

As of June 30, 2023, the Company had 22,266,039 shares issued and outstanding with a par value of $0.01 per share. The Company has entered into subscription agreements with investors providing for the private placement of the Company’s common shares. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective capital commitment on an as-needed basis each time the Adviser delivers a drawdown notice to such investors.

The following table summarizes total common shares issued and proceeds related to capital activity during the six months ended June 30, 2023.

	Shares Issued	Proceeds
February 2, 2023	2,403,885	$	24,741
June 16, 2023	1,213,781	12,392
Total	3,617,666	$	37,133

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2023.

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
June 2, 2023	June 6, 2023	June 8, 2023	$	0.15	$	3,222
Total distributions declared			$	0.15	$	3,222

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Note 9. Financial Highlights

The following are financial highlights for a common share outstanding for the six months ended June 30, 2023:

	For the Six Months Ended June 30, 2023
Per share data:(1)
Net asset value, beginning of period	$	10.07
Net investment income (loss)	0.37
Net realized and unrealized gains (losses) (2)	0.11
Net increase (decrease) in net assets resulting from operations	0.48
Shareholder distributions from income (3)	(0.15)
Net asset value, end of period	$	10.40
Total Return (4)	3.28		%
Ratios and supplemental data:
Net assets, end of period	$	231,643
Portfolio turnover rate(5)	6.45		%
Ratio of gross expenses to average net assets(6)	3.08		%
Net investment income (loss) to average net assets(6)	7.15		%

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

(2)The amount shown for a share outstanding may not correspond with the aggregate realized and unrealized gain (loss) on investments for the period due to the timing of capital share transactions of fund shares in relation to fluctuating market values of investments of the Company.

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

(4)Total return based on net asset value (not annualized) calculated as the change in net asset value per share during the respective periods, assuming distributions, if any, are reinvested on the effects of the performance of the Company during the period.

(5)Portfolio turnover rate is calculated using the lesser of year-to-date sales and year-to-date purchases over the average of the investments assets at fair value for the years reported.

(6)Annualized.

Note 10. Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the six months ended June 30, 2023.

On August 8, 2023, the Company's Board declared a dividend of $0.20 per share, all of which is payable on September 15, 2023 to shareholders of record as of August 31, 2023.

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

(in thousands, except per share amounts)

The information contained in this section should be read in conjunction with “Item 1. Financial Statements.”  This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A of this Form 10-Q and elsewhere in this Form 10-Q

Overview

The Company is a Delaware limited liability company formed June 27, 2022.  We are an externally managed, closed-end, diversified management investment company that elected to be regulated as a business development company under the 1940 Act. OHA Private Credit Advisors II, L.P. (the “Adviser”) is the investment adviser of the Company. In addition, for U.S. federal income tax purposes, we elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code, beginning with our fiscal year (or period) ending December 31, 2022. We were formed to make investments and generate returns in the form of current income and long-term capital appreciation.

The Company will seek to achieve attractive risk-adjusted returns by investing primarily in the non-investment grade credit markets in North America and Europe, with a primary focus on direct lending in the United States. The Company will target investments in well-established, larger companies generally with earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $75 million or greater (“Larger Borrowers”), consistent with OHA’s investment history and proven investment process. We believe that credit profiles of Larger Borrowers generally benefit from greater business diversification, stronger market positions, experienced management teams and a greater ability to navigate challenging markets.

Subject to any restrictions imposed under the 1940 Act, any related RIC asset diversification requirements and any guidelines and limitations set forth herein, the Company’s investments are expected to primarily consist of senior secured first lien loans and unitranche loans but may include second lien loans or other assets. The Company will seek target position sizes of 2% to 5% of NAV and seek to allocate (a) greater than or equal to 80% of NAV to first lien and unitranche loans and (b) less than or equal to 20% of NAV to second lien loans. The Company’s investment mandate will be structured so as to allow for co-investment across OHA’s entire platform, based on existing SEC exemptive relief under Rule 17d-1 under the 1940 Act and any additional SEC exemptive relief obtained in the future. 

Key Components of Our Results of Operations

Investments

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

Revenues

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

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Expenses

Our primary operating expenses include the payment of fees to the Adviser under the Investment Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement and other operating costs described below.

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, rent, utilities, insurance, payroll taxes, bonuses, employee benefits, furnishings, telecommunications and certain information services and certain office expenses, including office supplies and equipment and other similar expenses and the other routine overhead expenses, of such personnel allocable to such services, (individually and collectively, “Overhead”) will be provided and paid for by the Adviser. We will bear all other reasonable costs and expenses of our operations, administration and transactions, including, but not limited to:

1)investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;

2)the Company’s allocable portion of Overhead and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer, chief operating officer, and their respective staffs; (ii) investor relations, legal, operations, treasury and any other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any personnel of OHA or any of its affiliates providing non-investment related services to the Company; and

3)all other expenses of the Company’s operations, administrations and transactions including, without limitation, those relating to:

(i)organization and offering fees, costs and expenses associated with this offering (including legal, accounting (including expenses of in-house legal, accounting, tax and other professionals of the Adviser, inclusive of their allocated Overhead), printing, mailing, subscription processing and filing fees costs and expenses (including “blue sky” laws and regulations) and other offering fees costs and expenses, including fees, costs and expenses associated with technology integration between the Company’s systems and those of participating intermediaries, diligence expenses of participating intermediaries, fees, costs and expenses in connection with preparing the preparation of the Company’s governing documents, offering memoranda, sales materials and other marketing expenses, design and website fees, costs and expenses, fees, costs and expenses of the Company’s transfer agent, fees, costs and expenses to attend retail seminars sponsored by participating intermediaries and fees, costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors;

(ii)all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including, for the avoidance of doubt, the Company’s financial audit, and with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Company Managers and any applicable legislation implemented by an EEA member state in connection with such Directive (the “AIFMD”)), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Adviser), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology, portfolio reconciliation, portfolio compliance and reporting or other services or that are otherwise related to the implementation, maintenance and supervision of the procedures relating to the books and records of the Company and any personnel related thereto, inclusive of their allocated Overhead (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) fees, costs and expenses for time spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing

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operations of the Company and (y) fees, costs and expenses incurred to provide administrative and accounting services to the Company or its portfolio companies, and fees, costs, expenses and charges incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise, in accordance with the Adviser’s expense allocation policy);

(iii)all fees, costs, expenses of calculating the Company’s NAV, including the cost of any third-party valuation services;

(iv)all fees, costs, expenses of effecting any sales of the Shares and other securities;

(v)any fees, costs, expenses payable under any managing dealer and selected intermediary agreements, if any;

(vi)all interest and fees, costs and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, the arranging thereof and related legal expenses;

(vii)all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;

(viii)all fees, costs and expenses incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes;

(ix)all fees, costs and expenses of derivatives and hedging;

(x)all fees, costs and expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights;

(xi)all fees, costs and expenses (including the allocable portions of Overhead and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;

(xii)all fees, costs and expenses, if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;

(xiii)all allocated fees, costs and expenses incurred by the Administrator in providing managerial assistance to those portfolio companies that request it;

(xiv)all brokerage fees, costs and expenses, hedging fees, costs and expenses, prime brokerage fees, costs and expenses, custodial fees, costs and expenses, agent bank and other bank service fees, costs and expenses; private placement fees, costs and expenses, commissions, appraisal fees, commitment fees and underwriting fees, costs and expenses; fees, costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);

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(xv)investment fees, costs and expenses, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of the Adviser or its affiliates) and/or in connection with the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of the Adviser as lessor in connection therewith));

(xvi)all transfer agent, dividend agent and custodial fees, costs and expenses;

(xvii)all federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;

(xviii)Independent Board members’ fees and expenses including travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Board members;

(xix)costs of preparing financial statements and maintaining books and records, costs of Sarbanes-Oxley Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;

(xx)all fees, costs and expenses associated with the preparation and issuance of the Company’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company or the Adviser or its affiliates in connection with such provision of services thereby);

(xxi)all fees, costs and expenses of any reports, proxy statements or other notices to Members (including printing and mailing costs) and the costs of Board member meetings;

(xxii)all proxy voting fees, costs and expenses;

(xxiii)all fees, costs and expenses associated with an exchange listing (to the extent applicable);

(xxiv)any and all taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Company and all fees, costs and expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;

(xxv)all fees, costs and expenses of any litigation, arbitration or audit involving the Company any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, Board members and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Company;

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(xxvi)all fees, costs and expenses associated with the Company’s information, obtaining and maintaining technology (including any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems such as “Wall Street Office,” “Everest” (Allvue), “Trinity” and similar systems and services, including consultant, software licensing, data management and recovery services fees and any tools, programs, subscriptions or other systems providing market data, analytical, database, news or third-party research or information services and the costs of any related professional service providers), third party or proprietary hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings or a combination thereof or other reasonable methods determined by the Administrator) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;

(xxvii) all fees, costs and expenses of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a BDC;

(xxviii)all fees, costs and expenses associated with individual or group Members;

(xxix)all insurance fees, costs and expenses (including fidelity bond, Board members and officers errors and omissions liability insurance and other insurance premiums incurred for the benefit of the Adviser);

(xxx)all fees, costs and expenses of winding up and liquidating the Company’s assets;

(xxxi)all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Company’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Company engages in activities, including any notices, reports and/or filings required under the AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Company and its affiliates relating to the Company, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Company including those pursuant to applicable disclosure laws and expenses relating to FOIA requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Company and its activities;

(xxxii)all fees, costs and expenses (including travel) in connection with the diligence and oversight of the Company’s service providers;

(xxxiii)all fees, costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Adviser or its affiliates for meetings with existing investors and any intermediaries, registered investment advisors, financial and other advisors representing such existing investors; and

(xxxiv)all other all fees, costs and expenses incurred by the Administrator in connection with administering the Company’s business.

OHA has agreed to pay any organizational expenses of the Company (excluding any expenses incurred in connection with a subscription facility) in excess of $750 and has agreed to pay any annual operating expenses of the Company (excluding (i) third-party legal expenses incurred in connection with investments and the ordinary course operation of the Company and (ii) the management fee and incentive fees paid to the Adviser) that would cause such operating expenses to exceed 0.40% per annum of the Company’s average net assets in respect of the relevant year.

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Portfolio and Investment Activity

As of June 30, 2023, based on fair value, our portfolio consisted of 100.0% first lien senior secured debt investments.

As of June 30, 2023, our weighted average total yield of the portfolio at fair value and amortized cost was 12.7% and12.7%, respectively.

As of June 30, 2023, we had investments in 25 portfolio companies with an aggregate fair value of $202.1 million.

Our investment activity for the period ended June 30, 2023 is presented below (information presented herein is at amortized cost unless otherwise indicated):

	For the Six Months Ended June 30, 2023
Total investments, beginning of period	$	149,464
New investments purchased	63,041
Net accretion of discount on investments	428
Net realized gain (loss) on investments	81
Investments sold or repaid	(11,638)
Total investments, end of period	$	201,376

The following table presents certain selected information regarding our investment portfolio:

	As of June 30, 2023
Weighted average yield on debt and income producing investments, at amortized cost(1)	12.7		%
Weighted average yield on debt and income producing investments, at fair value(1)	12.7		%
Number of portfolio companies	25
Weighted average EBITDA (2)	$	202.2
Average loan-to-value (LTV) (3)	43.5		%
Percentage of debt investments bearing a floating rate, at fair value	100.0		%
Percentage of debt investments bearing a fixed rate, at fair value	—		%

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on income producing securities, divided by (b) the total relevant investments at amortized cost or fair value, as applicable. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)Includes all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets. Amounts are weighted based on fair market value of each respective investment. Amounts were derived from the most recently available financial information provided by the portfolio company and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information. Amounts in millions.

(3)Includes all private debt investments for which fair value is determined by our Board in conjunction with a third-party valuation firm and excludes quoted assets. Average loan-to-value represents the net ratio of loan-to-value for each portfolio company, weighted based on the fair value of total applicable private debt investments. Loan-to-value is calculated as the current total net debt of all loan tranches outstanding divided by the estimated enterprise value of the portfolio company as of the most recent quarter end.

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Our investments consisted of the following:

	Amortized Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	201,376	$	202,055	100.0	%
Total investments	$	201,376	$	202,055	100.0	%

As of June 30, 2023 there were no investments on non-accrual status.

The table below describes investments by industry composition based on fair value as of June 30, 2023:

	June 30, 2023
Insurance	16.0	%
Services: Business	13.1
High Tech	10.4
Finance	8.8
Aerospace & Defense	8.5
Healthcare, Education, and Childcare	7.0
Services: Consumer	7.0
Consumer Goods: Durable	7.0
Chemical, Plastics & Rubber	6.9
Construction & Building	4.8
Retail Stores	3.5
Media: Diversified & Production	3.4
Containers, Packaging & Glass	2.0
Broadcasting and Entertainment	1.6
Total	100.0	%

The table below describes investments by geographic composition:

	June 30, 2023
United States	97.2	%
Canada	2.8
Total	100.0	%

Our Adviser has developed a risk rating methodology for a systematic approach to portfolio monitoring. The Adviser assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as “Risk Ratings." The Adviser reviews the ratings on a quarterly basis and adjusts any scores as appropriate to align with the below definitions.

Risk Ratings Definitions

•Risk Rating 1 - Investments with a score of 1 contain the lowest amount of risk in our portfolio. Borrower is performing above expectations, and the trends and risk factors are generally favorable.

•Risk Rating 2 - Investments with a score of 2 contain an acceptable level of risk that is similar to the risk at the time of origination or acquisition. Borrower is performing in-line with expectations, and the risk factors are neutral to favorable. Investments are assigned a score of 2 at the time of origination or acquisition.

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•Risk Rating 3 - Investments with a score of 3 mean the borrower is performing below expectations and that the loan’s risk has increased somewhat since origination or acquisition.

•Risk Rating 4 - Investments with a score of 4 mean the borrower is performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due).

•Risk Rating 5 - Investments with a score of 5 mean the borrower is performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent.

The below table summarizes the Risk Ratings as of June 30, 2023:

	June 30, 2023
	Fair Value		% of Fair Value
Risk Rating 1	$	48,402	23.9	%
Risk Rating 2	153,098		75.8
Risk Rating 3	555		0.3
Risk Rating 4	—		—
Risk Rating 5	—		—
Total investments	$	202,055	100.0	%

As of June 30, 2023, the weighted average Risk Rating of our debt investment portfolio was 1.76 and there were no debt investments assigned a Risk Rating of 4 or 5.

Results of Operations

The following table represents the operating results:

	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Total investment income	$	6,229	$	10,882
Net expenses	1,844		3,275
Net investment income (loss)	4,385		7,607
Net unrealized appreciation (depreciation)	659		(106)
Net realized gain (loss)	273		2,466
Net increase (decrease) in net assets resulting from operations	$	5,317	$	9,967

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.

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Investment Income

Investment income, was as follows:

	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Interest income	$	5,895	$	10,031
Other income	334		851
Total investment income	$	6,229	$	10,882

For the three and six months ended June 30, 2023, total investment income was $6.2 million and $10.9 million, respectively. The size of our investment portfolio at fair value was $202.1 million and our weighted average yield on debt and income producing investments at fair value was 12.7% at June 30, 2023.

Expenses

Expenses were as follows:

	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Management fees	$	354	$	683
Income incentive fee	644		1,087
Professional fees	161		554
Board of Managers fees	52		105
Administrative services expenses	101		201
Amortization of offering costs	104		208
Other general & administrative	428		437
Total expenses	$	1,844	$	3,275

Management Fees

For the three and six months ended June 30, 2023, management fees were $0.4 million and $0.7 million, respectively. Management fees are payable monthly in arrears at an annual rate of 0.65% of the value of our net assets as of the beginning of the first calendar day of the applicable month.

Income Based Incentive Fees

For the three and six months ended June 30, 2023, income based incentive fees were $0.6 million and $1.1 million, respectively. As of June 30, 2023, $1.1 million remains payable.

Capital Gains Incentive Fees

For the three and six months ended June 30, 2023, the Company did not incur capital gains incentive fees. The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.

Other Expenses

Organization costs and offering costs include expenses incurred in our initial formation and offering. Professional fees include legal, audit, tax, valuation, other professional fees incurred related to the management of the Company. Administrative service expenses represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment

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professionals that perform duties for us. Other general and administrative expenses include insurance, filing, research, our sub-administrator, and other costs.

Total other expenses were $0.8 million for the three months ended June 30, 2023, primarily comprised of $0.2 million of professional fees (including legal, audit, and tax) and $0.4 million of other general and administrative expenses (including insurance, research, and other allocated costs).

Total other expenses were $1.5 million for the six months ended June 30, 2023, primarily comprised of $0.6 million of professional fees (including legal, audit, and tax) and $0.4 million of other general and administrative expenses (including insurance, research, and other allocated costs).

Under the terms of the Administration Agreement and Investment Advisory Agreement, we reimburse the Administrator and Adviser, respectively, for services performed for us. In addition, pursuant to the terms of these agreements, the Administrator and Adviser may delegate its obligations under these agreements to an affiliate or to a third party and we reimburse the Administrator and Adviser for any services performed for us by such affiliate or third party. For the three and six months ended June 30, 2023, the Administrator charged $0.0 million and $0.0 million, respectively, for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

Income Taxes, Including Excise Taxes

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

Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

For the three and six months ended June 30, 2023, we incurred no U.S. federal excise tax.

Net Change in Unrealized Gain (Loss)

Net change in unrealized gain (loss) was comprised of the following:

	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Net change in unrealized gain (loss) on investments	$	1,246	$	557
Net change in unrealized gain (loss) on foreign currency forward contracts	(587)		(663)
Net change in unrealized appreciation (depreciation)	$	659	$	(106)

For the three and six months ended June 30, 2023, the fair value of our debt investments increased due to positive valuation adjustments.

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Net Realized Gain (Loss)

The realized gains and losses were comprised of the following:

	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Net realized gain (loss) on investments	$	70	$	81
Net realized gain (loss) on foreign currency transactions	2,214		306
Net realized gain (loss) on foreign currency forward contracts	(2,011)		2,079
Net realized gain (loss)	$	273	$	2,466

For the three and six months ended June 30, 2023, we generated realized gains of $0.3 million and $2.5 million, respectively, which was primarily comprised of net realized gains on foreign currency transactions and foreign currency forward contracts during these periods, respectively.

Financial Condition, Liquidity, and Capital Resources

Our liquidity and capital resources are generated primarily from the proceeds of capital draw downs of our privately placed capital commitments, cash flows from interest, dividends and fees earned from our investments and principal repayments. The primary uses of our cash are investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, the cost of operations (including paying our Adviser and Administrator or its affiliates), and cash distributions to the holders of our shares.

There were no outstanding borrowings as of June 30, 2023. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.

Cash as of June 30, 2023, taken together with our uncalled capital commitments of $322.0 million, is expected to be sufficient for our investing activities and to conduct our operations.

As of June 30, 2023, we had $33.0 million in cash.  During the six months ended June 30, 2023, we used $188.3 million in cash for operating activities, primarily due to a decrease in investments payable of $149.5 million and investment purchases of $63.0 million, offset by sales and principal repayments of $11.6 million. Cash provided by financing activities was $33.9 million during the period, which was primarily the result of proceeds from the issuance of additional shares.

Equity

Subscriptions and Drawdowns

As of June 30, 2023 we had 22,266,039 shares issued and outstanding with a par value of $0.01 per share.

We have entered into subscription agreements with an investor providing for the private placement of our common shares. Under the terms of the subscription agreements, the investor is required to fund draw downs to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time our Adviser delivers a capital call notice to such investor.

During the six months ended June 30, 2023, our Adviser delivered the following capital call notices to investors:

For the Six Months Ended June 30, 2023
Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Price ($ in millions)
February 2, 2023	February 9, 2023	2,403,885	$10.23
June 16, 2023	June 26, 2023	1,213,781	$10.21

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Distributions

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2023:

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
June 2, 2023	June 6, 2023	June 8, 2023	$	0.15	$	3,222
Total distributions declared			$	0.15	$	3,222

Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2023, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $20.1 million.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At June 30, 2023, management is not aware of any pending or threatened litigation.

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the Investment Advisory Agreement, the Administration Agreement, and the Resource Sharing Agreement.

In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to us, our Adviser, and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. 

Critical Accounting Policies

The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ

Investments at Fair Value

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

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC Topic 820, which defines fair value as 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 applicable measurement date. ASC Topic 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.

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Investments that are listed or traded on an exchange and are freely transferrable are valued at either the closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) on the principal exchange on which the investment is listed or traded. Investments for which other market quotations are readily available will typically be valued at those market quotations. To validate market quotations, the Company will utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Where it is possible to obtain reliable, independent market quotations from a third party vendor, the Company will use these quotations to determine the value of its investments. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. The Adviser obtains these market quotations from independent pricing services, if available; otherwise from one or more broker quotes. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment.

Where prices or inputs are not available or, in the judgment of the Adviser, not reliable, valuation approaches based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available, as will be the case for a substantial portion of the Company’s investments, are valued at fair value as determined in good faith by the Adviser as the Company’s valuation designee under Rule 2a-5 under the 1940 Act, pursuant to the Company’s valuation policy, and under the oversight of the Board, based on, among other things, the input of independent valuation firms retained by the Company to review the Company’s investments. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

With respect to the quarterly valuation of investments, the Company undertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:

•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in consultation with the Adviser’s investment professionals responsible for each portfolio investment;

•In addition, independent valuation firms retained by the Company prepare quarter-end valuations of each such investment that was (i) originated or purchased prior to the first calendar day of the quarter and (ii) is not a de minimis investment, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;

•The Adviser’s valuation committee with respect to the Company (the “Valuation Committee”) reviews each valuation recommendation to confirm they have been calculated in accordance with the Company’s valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;

•The Adviser’s Valuation Committee then determines fair value marks for each of the Company’s portfolio investments; and

•The Board and Audit Committee periodically review the valuation process and provide oversight in accordance with the requirements of Rule 2a-5 under the 1940 Act.

As part of the valuation process, the Company will take into account relevant factors in determining the fair value of our investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, generally based on an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, and (v) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Adviser will consider whether the pricing indicated by the external event corroborates its valuation.

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The Company has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Company and the Adviser may reasonably rely on that assistance. However, the Adviser is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy, the Board’s oversight and a consistently applied valuation process.

The fair value of a financial instrument 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 applicable measurement date.

The fair value hierarchy under ASC Topic 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

•Level 1: Inputs to the valuation methodology that reflect unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

•Level 2:  Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date.

•Level 3:  Inputs to the valuation methodology are unobservable and significant to overall fair value measurement.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

The Company’s accounting policy on the fair value of our investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company’s financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations, on the financial statements. The SEC recently adopted new Rule 2a-5 under the 1940 Act. This establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We are in compliance with the new rule’s valuation requirements effective since the SEC’s compliance date in 2022.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including valuation risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and therefore, we will value these investments at fair value as determined in good faith by our Board, based on, among other things, the input of our Adviser and independent third party valuation firm(s) engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We may fund portions of our investments with borrowings on a short term basis, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow.

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Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of June 30, 2023, 100% of our debt investments based on fair value in our portfolio were at floating rates. Based on our Statement of Assets and Liabilities as of June 30, 2023, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base rate floors and ceilings for floating rate instruments assuming no changes in our investment and borrowing structure) (dollar amounts in thousands):

Change in Interest Rates	Interest Income		Interest Expense		Net Income
Up 300 basis points	$	6,331	$	—	$	6,331
Up 200 basis points	$	4,221	$	—	$	4,221
Up 100 basis points	$	2,110	$	—	$	2,110
Down 100 basis points	$	(2,110)	$	—	$	(2,110)
Down 200 basis points	$	(4,221)	$	—	$	(4,221)

We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options and forward contracts, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.

Item 4.    Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report and determined that our disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report.

(a)Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting 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

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PART II

Item 1.    Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

Item 1A.    Risk Factors

In addition to the other information set forth in Quarterly Report, you should carefully consider the risk factor described below and in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

We are subject to risks relating to infectious diseases and pandemics.

Certain illnesses spread rapidly and have the potential to significantly adversely affect the global economy. Outbreaks such as the severe acute respiratory syndrome, avian influenza, H1N1/09, and, most recently, the coronavirus (COVID-19), or other similarly infectious diseases may have material adverse impacts on the Company, the Adviser, their respective affiliates and portfolio companies. Actual pandemics, or fear of pandemics, can trigger market disruptions or economic turndowns with the consequences described above. The Adviser cannot predict the likelihood of disease outbreaks occurring in the future nor how such outbreaks may affect the Company’s investments.

The outbreak of disease epidemics may result in the closure of the Adviser’s and/or a portfolio company’s offices or other businesses, including office buildings, retail stores and other commercial venues and could also result in (a) the lack of availability or price volatility of raw materials or component parts necessary to a portfolio company’s business which may adversely affect the ability of a portfolio company to perform its obligations, (b) disruption of regional or global trade markets and/or the availability of capital, (c) the availability of leverage, including an inability to obtain indebtedness at all or to the Company’s desired degree, and less favorable timing of repayment and other terms with respect to such leverage, (d) trade or travel restrictions which impact a portfolio company’s business and/or (e) a general economic decline and have an adverse impact on the Company’s value, the Company’s investments, or the Company’s ability to make new investments.

If a future pandemic occurs (including a recurrence of COVID-19) during a period when the Company expects to be harvesting its investments, the Company may not achieve its investment objective or may not be able to realize its investments within the Company’s term.

We are subject to risks relating to the Euro, the Eurozone and Brexit.

On January 31, 2020 the United Kingdom (the “UK”) formally left the European Union (the “EU”). Following its withdrawal from the EU, the UK entered into a transition period, during which EU law continued to apply in the UK whilst the UK government and the EU negotiated the terms of their future relationship. The transition period expired on December 31, 2020, and EU law no longer applies in the UK. The UK and the EU have agreed to a trade and cooperation agreement pursuant to which there will be no tariffs or quotas on goods traded between the UK and the EU. However, services are not comprehensively covered in the agreement and negotiations are ongoing in relation to provision of financial services in particular. Political and economic uncertainty and periods of exacerbated volatility in both the UK and in wider European markets may continue for some time. It also remains possible that the UK’s withdrawal from the EU may lead to a call for similar referenda in other European jurisdictions, which may cause increased economic volatility in the European and global markets.

This mid- to long-term uncertainty may have an adverse effect on the economy generally and on the ability of the Company to execute its strategy and to receive attractive returns. In particular, currency volatility may mean that the returns of the Company are adversely affected by market movements and may make it more difficult, or more expensive, for the Company to execute prudent currency hedging policies. Potential decline in the value of the British Pound and/or the Euro against other currencies, along with the potential downgrading of the UK’s sovereign credit rating, may also have an impact on the performance of investments located in the UK or Europe. In light of the above, no definitive assessment

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can currently be made regarding the impact that Brexit will have on the Company, its portfolio companies or its investments.

We are subject to risk relating to the replacement of LIBOR with an alternative reference rate.

LIBOR, the London Interbank Offered Rate, was a leading floating rate benchmark used in loans, notes, derivatives and other instruments or investments. As a result of benchmark reforms, publication of most LIBOR settings has ceased. Some LIBOR settings continue to be published but only on a temporary, synthetic and non-representative basis. Regulated entities have generally ceased entering into new LIBOR contracts in connection with regulatory guidance or prohibitions. Public and private sector actors have worked to establish new or alternative reference rates to be used in place of LIBOR. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, has recommended a new reference rate derived from short-term repurchase agreements backed by Treasury securities, the Secured Overnight Financing Rate (“SOFR”).

The transition away from LIBOR may adversely impact the Company and/or the Company’s portfolio companies as certain of the Company’s investments and/or other indebtedness of the Company’s portfolio companies may have interest rates which were determined (or, in some cases, continue to be determined) with reference to LIBOR. Although replacement rates (e.g., SOFR) have begun to be adopted in the lending and bond markets, the ongoing LIBOR replacement process might affect the Company’s floating-rate investments, including by:

•    adversely impacting the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any LIBOR-linked (or formerly LIBOR-linked) securities, loans and derivatives that may be included in the Company’s assets;

•    requiring extensive changes to documentation that governs or references LIBOR or LIBOR-based products, including, for example, pursuant to time-consuming renegotiations of documentation to modify the terms of investments;

•    resulting in disputes, litigation or other actions with portfolio companies, or other counterparties, regarding the interpretation and enforceability of provisions in the Company’s LIBOR-based investments, such as fallback language or other related provisions, including, in the case of fallbacks to the alternative reference rates, any economic, legal, operational or other impact resulting from the fundamental differences between LIBOR and the various alternative reference rates; or

•    causing the Company to incur additional costs in relation to any of the above factors.

In addition to the Company and portfolio companies may have renegotiated (or may yet need to renegotiate) some of those instruments to address a transition away from LIBOR, there also may be different conventions that arise in different but related market segments and there may be mismatches between different assets and liabilities causing possible unexpected gains and/or losses for the Company or portfolio companies. Some replacement rates may also be subject to compounding or similar adjustments that cause the amount of any payment referencing a replacement rate not to be determined until the end of the relevant calculation period, rather than at the beginning, which could lead to administrative challenges for the Company.

If the transition of an instrument or investment from LIBOR results in an overall increase to borrowing costs, higher interest expense could negatively affect the financial results and valuations of the Company’s portfolio companies. There is no guarantee that a transition from LIBOR to an alternative will not result in significant increases or volatility in benchmark rates or borrowing costs to borrowers, any of which could have a material adverse effect on our results of operations, financial condition and cash flow.

Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.

The financial markets recently have encountered volatility associated with concerns about the banking industry, especially small and regional banks who may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted, including suffering bank failures, and others may be materially and adversely impacted. Our business is dependent on bank relationships and we are proactively monitoring the financial health of such bank relationships. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.

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

Sales of Unregistered Securities

Refer to “Item 1. Financial Statements—Notes to the Financial Statements—Note 8. Net Assets—Subscriptions and Drawdowns” in this Quarterly Report and the Form 10-K for the issuance of our common shares for the six months ended June 30, 2023. Such issuances were part of our private offering and were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder.

Issuer Purchases of Equity Securities

None.

Item 3.    Defaults Upon Senior Securities.

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

During the fiscal quarter ended June 30, 2023, none of the members of the Board of Managers 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

Exhibit Number	Description of Exhibits
3.1	Amended and Restated LLC Agreement (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-56496)
10.1	Investment Advisory Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 (File No. 000-56496)
10.2	Administration Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000-56496)
10.3	Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-56496)
10.4	Custody Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 (File No. 000-56496)
31.1*	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.

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SIGNATURES

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

	OHA SENIOR PRIVATE LENDING FUND (U) LLC
Date: August 9, 2023	/s/ Eric Muller
	Eric Muller
	Chief Executive Officer
Date: August 9, 2023	/s/ Gerard Waldt
	Gerard Waldt
	Chief Financial Officer

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