AB Private Lending Fund 10Q 2024 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024


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

COMMISSION FILE NUMBER: 814-01744

AB Private Lending Fund

(Exact name of registrant as specified in its charter)

Delaware

93-6555027

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

405 Colorado Street, Suite 1500

Austin, TX 78701

(Address of principal executive offices) (Zip Code)

(512) 721-2900

(Registrant’s telephone number, including area code)

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

—

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐ No☒

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

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


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

Emerging Growth Company	☒

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

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

The number of shares of Registrant’s common shares of beneficial interest, $0.01 par value per share, outstanding as of November 14, 2024, was 4,434,393, 0, and 0 of Class I, Class S and Class D common shares, respectively.

AB PRIVATE LENDING FUND

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024

Table of Contents


	INDEX	PAGE NO.

PART I.	FINANCIAL INFORMATION	3

Item 1.	Consolidated Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	47

PART II.	OTHER INFORMATION	47

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

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	48

Item 6.	Exhibits	48

SIGNATURES		49

Item 1. Consolidated Financial Statements

AB Private Lending Fund

Consolidated Statements of Assets and Liabilities (Unaudited)


	As of September 30, 2024		As of December 31, 2023
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (amortized cost of $266,990,743 and $0, respectively)	$	267,403,193	$	—
Total investments, at fair value (amortized cost of $266,990,743 and $0, respectively)		267,403,193		—
Cash and cash equivalents		18,856,594		—
Deferred financing cost		1,563,708		—
Deferred offering cost		944,181		617,381
Interest receivable		1,123,394		—
Prepaid expenses		98,333		—
Receivable for investments sold		715		—
Receivable due from Adviser (Note 2)		—		518,733
Total assets	$	289,990,118	$	1,136,114
Liabilities
Term loan payable (net of debt issuance costs of $1,116,935 and $0, respectively)	$	123,883,065		—
Credit facility payable		42,500,000		—
Income distribution payable		6,076,005		—
Interest and borrowing expenses payable		4,011,595		—
Professional fees payable		719,978		—
Management fees payable		590,752		—
Incentive fee payable		379,567		—
Payable to Adviser		235,696		—
Accrued expenses and other liabilities		144,680		—
Administrator and custodian fees payable		101,286		—
Payable for investments purchased		19,175		—
Transfer agent fees payable		8,774		—
Offering cost payable		—		617,381
Organizational expense payable		—		518,733
Total Liabilities	$	178,670,573	$	1,136,114
Commitments and contingencies (see Note 6)
Net Assets
Common shares, par value $0.01 per share (unlimited shares authorized, 4,434,393 and 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)		44,344		—
Paid-in capital in excess of par value		110,855,656		—
Distributable earnings (accumulated loss)		419,545		—
Total net assets	$	111,319,545	$	—
Total liabilities and net assets	$	289,990,118	$	1,136,114
Net asset value per share	$	25.10	$	—

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

AB Private Lending Fund

Consolidated Statements of Operations (Unaudited)


	For the Three Months Ended September 30, 2024			For the three months ended September 30, 2023			For the Nine Months Ended September 30, 2024			For the Period From June 8, 2023 (Inception), to September 30, 2023
Investment Income
From non-controlled/non-affiliated investments:
Interest income, net of amortization/accretion	$	8,090,678		$	—		$	13,666,497		$	—
Payment-in-kind interest		112,687			—			190,666			—
Dividend income		87,590			—			130,577			—
Total investment income		8,290,955			—			13,987,740			—
Expenses:
Interest and borrowing expenses		3,766,030			—			6,468,888			—
Organizational expense		—			186,136			851,735			463,345
Offering fee expense		276,674			—			639,219			—
Income-based incentive fee		327,114			—			327,114			—
Other expenses		224,152			—			599,293			—
Management fees		359,762			—			590,752			—
Professional fees		730,201			—			927,257			—
Trustees’ fees		51,522			—			102,625			—
Capital Gain Incentive fees		5,344			—			52,453			—
Total expenses		5,740,799			186,136			10,559,336			463,345
Less: expenses reimbursed by the Adviser		(994,736	)		(186,136	)		(2,647,524	)		(463,345	)
Net expenses		4,746,063			—			7,911,812			—
Net investment income before taxes		3,544,892			—			6,075,928			—
Income tax expense, including excise tax		-
Net investment income after tax		3,544,892			—			6,075,928			—
Net realized and change in unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-controlled/non-affiliated investments		7,172			—			7,172			—
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		35,589			—			412,450			—
Net realized and change in unrealized gains (losses) on investment transactions		42,761						419,622
Net increase in net assets resulting from operations		3,587,653			—			6,495,550			—
Net investment income per share (basic and diluted):
Net investment income per share (basic and diluted):	$	0.80		$	—		$	1.39		$	—
Earnings per share (basic and diluted):	$	0.81					$	1.48
Weighted average shares outstanding:		4,411,589			—			4,378,354			—

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

AB Private Lending Fund

Consolidated Statements of Changes in Net Assets (Unaudited)


	Common Units
	Shares			Par Amount			Paid in Capital in Excess of Par			Distributable Earnings			Total Net Assets
Net assets at June 30, 2024		4,400,000		$	44,000		$	109,956,000		$	2,907,897		$	112,907,897
Increase (decrease) in net assets resulting from operations:
Net investment income		—			—			—			3,544,892			3,544,892
Net realized gain (loss) on investments											7,172			7,172
Net change in unrealized appreciation (depreciation) on investments		—			—			—			35,589			35,589
Capital transactions:
Issuance of common shares		34,393			344			899,656			—			900,000
Issuance of common shares pursuant to distribution reinvestment plan	—				—			—			—			—
Redemption of common shares		—			—			—			—			—
Distributions to shareholders	—				—			—			(6,076,005	)		(6,076,005	)
Total increase (decrease) for the three months ended September 30, 2024		34,393			344			899,656			(2,488,352	)		(1,588,352	)
Net assets at September 30, 2024		4,434,393		$	44,344		$	110,855,656		$	419,545		$	111,319,545
Distributions per share		—			—			—			1.37			—

Net assets at December 31, 2023		—		$	—		$	—		$	—		$	—
Increase (decrease) in net assets resulting from operations:
Net investment income		—			—			—			6,075,928			6,075,928
Net realized gain (loss) on investments											7,172			7,172
Net change in unrealized appreciation (depreciation) on investments		—			—			—			412,450			412,450
Capital transactions:
Issuance of common shares		4,434,793			44,348			110,865,652			—			110,910,000
Issuance of common shares pursuant to distribution reinvestment plan					—			—			—			—
Redemption of common shares		(400	)		(4	)		(9,996	)	—				(10,000	)
Distributions to shareholders											(6,076,005	)		(6,076,005	)
Total increase (decrease) for the nine months ended September 30, 2024		4,434,393			44,344			110,855,656			419,545			111,319,545
Net assets at September 30, 2024		4,434,393		$	44,344		$	110,855,656		$	419,545		$	111,319,545
Distributions declared per share		—			—			—		$	1.37			—

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

AB Private Lending Fund

Consolidated Statements of Changes in Net Assets (Unaudited)

Common Units

Par Amount

Paid in Capital in
Excess of Par

Distributable
Earnings

Total
Net Assets

Net assets at June 30, 2023

—

Increase (decrease) in net assets resulting from
operations:

Net investment income

—

Net change in unrealized appreciation (depreciation)
on investments

—

Capital transactions:

Issuance of common shares

—

Total increase (decrease) for the three months ended
June 30, 2023

—

Net assets at September 30, 2023

—

Distributions declared per share

—

Net assets at June 8, 2023 (Inception)

—

Increase (decrease) in net assets resulting from
operations:

—

Net investment income

—

Net change in unrealized appreciation (depreciation)
on investments

—

Capital transactions:

Issuance of common shares

—

Total increase (decrease) for the period from June 8, 2023 (inception) ended
June 30, 2023

—

Net assets at September 30, 2023

—

Distributions declared per share

—

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

AB Private Lending Fund

Consolidated Statements of Cash Flows (unaudited)


	For the Nine Months Ended September 30, 2024			For the Period from June 8, 2023 (Inception) to September 30, 2023
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	6,495,550		$	—
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:					—
Purchases of investments		(180,051,987	)		—
Proceeds from sales of investments and principal repayments		23,714,627			—
Payment-in-kind investments		(190,666	)		—
Net realized (gain) loss on investments		(7,172	)
Net change in unrealized (appreciation) depreciation on investments		(412,450	)		—
Amortization of premium and accretion of discount, net		(455,545	)		—
Amortization of discount, debt issuance and deferred financing costs		738,923			—
Amortization of deferred offering costs		639,219
Increase or decrease in operating assets and liabilities:
(Increase) decrease in interest receivable		(1,123,394	)		—
(Increase) decrease in receivable for investments sold		(715	)		—
(Increase) decrease in prepaid expenses		(98,333	)		—
(Increase) decrease in receivable due from Adviser		518,733			(463,345	)
(Increase) decrease in other assets		—			—
Increase (decrease) in interest and borrowing expenses payable		4,011,595			—
(Increase) decrease in deferred offering costs		—			(486,416	)
Increase (decrease) in organization expense payable		(518,733	)		463,345
Increase (decrease) in payable to Adviser		235,696			—
Increase (decrease) in incentive fee payable		379,567			—
Increase (decrease) in management fees payable		590,752			—
Increase (decrease) in professional fees payable		719,978			—
Increase (decrease) in trustees’ fees payable		—			—
Increase (decrease) in accrued expenses and other liabilities		144,680			—
Increase (decrease) in administrator and custodian fees payable		101,286			—
Increase (decrease) in transfer agent fees payable		8,774			—
Increase (decrease) in offering cost payable		(617,381	)		486,416
Increase (decrease) payable for investments purchased		19,175			—
Net cash provided by (used for) operating activities		(145,157,821	)		—
Cash flows from financing activities
Issuance of common shares		910,000			—
Distributions paid		—
Redemption of common shares		(10,000	)		—
Financing costs paid		(3,419,566	)		—
Borrowings on credit facilities		69,000,000			—
Repayments of credit facilities		(26,500,000	)		—
Proceeds on term loans		125,000,000			—
Offering costs paid		(966,019	)		—
Net cash provided by (used for) financing activities		164,014,415			—
Net increase in (decrease) in cash		18,856,594			—
Cash and cash equivalents, beginning of period		—			—
Cash and cash equivalents, end of period	$	18,856,594		$	—
Supplemental and non-cash financing activities
Cash paid during the period for interest	$	1,718,370		$	—
Issuance of common shares in exchange for investments	$	110,000,000		$	—

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

AB Private Lending Fund

Unaudited Consolidated Schedule of Investments as of September 30, 2024


Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value			Footnotes
Investments at Fair Value —%
US Corporate Debt — 235.31%
1st Lien/Senior Secured Debt — 234.50%
AAH Topco, LLC	Health Care Providers & Services	Term Loan	10.19% (S + 5.25%; 0.75% Floor)	12/22/2027		2,590,004		2,543,199			2,557,629		(15)
AAH Topco, LLC	Health Care Providers & Services	Delayed Draw Term Loan	10.21% (S + 5.25%; 0.75% Floor)	12/22/2027		2,882,031		2,829,948			2,846,006		(15)
AAH Topco, LLC	Health Care Providers & Services	Revolver	— (S + 5.25%; 0.75% Floor)	12/22/2027		—		(5,009	)		(3,529	)	(6)(7)(15)
Admiral Buyer, Inc.	Diversified Financial Services	Delayed Draw Term Loan	10.36% (S + 5.50%; 0.75% Floor)	5/8/2028		29,168		28,437			29,168		(6)(15)
Admiral Buyer, Inc.	Diversified Financial Services	Term Loan	10.10% (S + 5.50%; 0.75% Floor)	5/8/2028		4,005,487		3,941,327			4,005,487		(15)
Admiral Buyer, Inc.	Diversified Financial Services	Delayed Draw Term Loan	10.44% (S + 5.50%; 0.75% Floor)	5/8/2028		202,008		198,376			202,008		(15)
Admiral Buyer, Inc.	Diversified Financial Services	Revolver	— (S + 5.50%; 0.75% Floor)	5/8/2028		—		(7,679	)		—		(6)(7)(15)
Amercare Royal LLC	Commercial Services & Supplies	Term Loan	9.84% (S + 5.00%; 1.00% Floor)	9/10/2030		1,010,705		1,000,598			1,000,598		(15)
Amercare Royal LLC	Commercial Services & Supplies	Revolver	11.36% (S + 5.00%; 1.00% Floor)	9/10/2030		54,279		52,782			52,782		(6)(15)
Amercare Royal LLC	Commercial Services & Supplies	Delayed Draw Term Loan	— (S + 5.00%; 1.00% Floor)	9/10/2030		—		—			—		(6)(15)
Amercare Royal LLC	Commercial Services & Supplies	Delayed Draw Term Loan	— (S + 5.00%; 1.00% Floor)	9/10/2030		—		(805	)		(805	)	(6)(7)(15)
Ampler QSR Holdings LLC	Hotels, Restaurants & Leisure	Term Loan	10.99% (S + 6.00%; 1.00% Floor)	7/21/2027		4,733,231		4,699,249			4,733,231		(15)
Avalara, Inc.	Diversified Consumer Services	Term Loan	10.85% (S + 6.25%; 0.75% Floor)	10/19/2028		3,975,452		3,975,452			3,975,452		(15)
Avalara, Inc.	Diversified Consumer Services	Revolver	— (S + 5.25%; 0.75% Floor)	10/19/2028		—		—			—		(6)(15)
Avant Communications, LLC	Diversified Telecommunication Services	Term Loan	9.75% (S + 5.00%; 1.00% Floor)	11/30/2026		5,471,982		5,471,982			5,471,982		(15)
Avant Communications, LLC	Diversified Telecommunication Services	Revolver	— (S + 5.00%; 1.00% Floor)	11/30/2026		—		—			—		(6)(15)
Azurite Intermediate Holdings, Inc.	Software	Term Loan	11.34% (S + 6.50%; 0.75% Floor)	3/19/2031		919,753		906,516			910,555		(15)
Azurite Intermediate Holdings, Inc.	Software	Revolver	— (S + 6.50%; 0.75% Floor)	3/19/2031		—		(4,721	)		(3,345	)	(7)(15)
Azurite Intermediate Holdings, Inc.	Software	Delayed Draw Term Loan	11.34% (S + 6.50%; 0.75% Floor)	3/19/2031		1,337,822		1,313,310			1,332,596		(6)(15)
Bonterra LLC	Diversified Financial Services	Term Loan	12.18% (S + 7.00%; 0.75% Floor)	9/8/2027		73,105		72,009			72,557		(15)
Bonterra LLC	Diversified Financial Services	Term Loan	11.60% (S + 7.00%; 0.75% Floor)	9/8/2027		2,677,494		2,665,500			2,657,412		(15)
Bonterra LLC	Diversified Financial Services	Revolver	11.63% (S + 7.00%; 0.75% Floor)	9/8/2027		100,128		99,367			98,833		(6)(15)
Bridgepointe Technologies, LLC	Technology Hardware, Storage & Peripherals	Term Loan	9.60% (S + 5.00%; 1.00% Floor)	12/31/2027		815,560		810,023			803,326		(15)
Bridgepointe Technologies, LLC	Technology Hardware, Storage & Peripherals	Delayed Draw Term Loan	9.60% (S + 5.00%; 1.00% Floor)	12/31/2027		1,834,112		1,821,660			1,806,601		(15)
Bridgepointe Technologies, LLC	Technology Hardware, Storage & Peripherals	Term Loan	9.60% (S + 5.00%; 1.00% Floor)	12/31/2027		1,176,410		1,168,423			1,158,764		(15)
Bridgepointe Technologies, LLC	Technology Hardware, Storage & Peripherals	Delayed Draw Term Loan	9.60% (S + 5.00%; 1.00% Floor)	12/31/2027		931,361		925,038			917,391		(15)
Bridgepointe Technologies, LLC	Technology Hardware, Storage & Peripherals	Delayed Draw Term Loan	9.60% (S + 5.00%; 1.00% Floor)	12/31/2027		714,708		709,856			703,988		(15)
Brightspot Buyer, Inc.	Media	Term Loan	11.65% (S + 6.50%; 0.75% Floor)	11/16/2027		345,334		338,318			340,154		(15)
Brightspot Buyer, Inc.	Media	Term Loan	11.65% (S + 6.50%; 0.75% Floor)	11/16/2027		1,704,996		1,670,357			1,679,421		(15)
Brightspot Buyer, Inc.	Media	Revolver	— (S + 6.50%; 0.75% Floor)	11/16/2027		—		(4,056	)		(3,025	)	(6)(7)(15)
BSI2 Hold Nettle, LLC	Real Estate Management & Development	Term Loan	10.26% (S + 5.00%; 0.75% Floor)	6/30/2028		1,806,883		1,782,032			1,793,331		(15)
BSI2 Hold Nettle, LLC	Real Estate Management & Development	Revolver	10.09% (S + 5.00%; 0.75% Floor)	6/30/2028		103,712		100,585			101,983		(6)(15)
Businessolver.com, Inc.	Professional Services	Term Loan	10.20% (S + 5.50%; 0.75% Floor)	12/1/2027		3,090,801		3,090,801			3,090,801		(15)
Businessolver.com, Inc.	Professional Services	Delayed Draw Term Loan	10.20% (S + 5.50%; 0.75% Floor)	12/1/2027		110,423		110,423			110,423		(6)(15)

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


Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value			Footnotes
BV EMS Buyer, Inc	Health Care Technology	Term Loan	10.69% (S + 5.75%; 1.00% Floor)	11/23/2027		965,740		948,317			965,740		(15)
BV EMS Buyer, Inc	Health Care Technology	Revolver	10.69% (S + 5.75%; 1.00% Floor)	11/23/2027		64,544		62,963			64,544		(6)(15)
BV EMS Buyer, Inc	Health Care Technology	Term Loan	10.69% (S + 5.75%; 1.00% Floor)	11/23/2027		1,290,678		1,267,392			1,290,678		(15)
BV EMS Buyer, Inc	Health Care Technology	Delayed Draw Term Loan	10.69% (S + 5.75%; 1.00% Floor)	11/23/2027		1,301,455		1,277,978			1,301,455		(15)
Cerifi, LLC	Banks	Term Loan	10.70% (S + 5.75%; 1.00% Floor)	3/31/2028		2,599,627		2,516,487			2,560,633		(15)
Cerifi, LLC	Banks	Revolver	10.69% (S + 5.75%; 1.00% Floor)	4/1/2027		137,122		132,912			135,065		(15)
Community Based Care Acquisition, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	9.95% (S + 5.25%; 1.00% Floor)	9/16/2027		813,248		798,690			809,182		(15)
Community Based Care Acquisition, Inc.	Health Care Providers & Services	Term Loan	9.95% (S + 5.25%; 1.00% Floor)	9/16/2027		2,128,822		2,090,715			2,118,178		(15)
Community Based Care Acquisition, Inc.	Health Care Providers & Services	Revolver	— (S + 5.25%; 1.00% Floor)	9/16/2027		—		(5,865	)		(1,664	)	(6)(7)(15)
Community Based Care Acquisition, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	10.20% (S + 5.50%; 1.00% Floor)	9/16/2027		1,079,487		1,067,422			1,076,788		(15)
Datacor, Inc.	Chemicals	Term Loan	10.84% (S + 6.00%; 1.00% Floor)	3/13/2029		5,500,000		5,447,580			5,500,000		(15)
Datacor, Inc.	Chemicals	Delayed Draw Term Loan	— (S + 6.00%; 1.00% Floor)	3/13/2029		—		(7,753	)		—		(6)(7)(15)
Datacor, Inc.	Chemicals	Revolver	— (S + 6.00%; 1.00% Floor)	3/13/2029		—		(2,586	)		—		(6)(7)(15)
EET Buyer, Inc.	Construction & Engineering	Term Loan	10.05% (S + 5.00%; 0.75% Floor)	11/8/2027		1,349,755		1,343,277			1,349,755		(15)
EET Buyer, Inc.	Construction & Engineering	Term Loan	10.05% (S + 5.00%; 0.75% Floor)	11/8/2027		2,783,432		2,770,920			2,783,432		(15)
EET Buyer, Inc.	Construction & Engineering	Revolver	— (S + 5.00%; 0.75% Floor)	11/8/2027		—		(1,676	)		—		(6)(7)(15)
Exterro, Inc.	Software	Revolver	— (S + 5.50%; 1.00% Floor)	6/1/2027		—		—			—		(6)(15)
Exterro, Inc.	Software	Term Loan	10.66% (S + 5.50%; 1.00% Floor)	6/1/2027		3,635,986		3,635,986			3,635,986		(15)
Foundation Risk Partners, Corp.	Insurance	Term Loan	9.85% (S + 5.25%; 0.75% Floor)	10/29/2030		4,128,670		4,128,670			4,128,670		(15)
Foundation Risk Partners, Corp.	Insurance	Delayed Draw Term Loan	9.85% (S + 5.25%; 0.75% Floor)	10/29/2030		897,951		897,951			897,951		(15)
Foundation Risk Partners, Corp.	Insurance	Revolver	— (S + 5.25%; 0.75% Floor)	10/29/2029		—		—			—		(6)(15)
Foundation Risk Partners, Corp.	Insurance	Term Loan	9.85% (S + 5.25%; 0.75% Floor)	10/29/2030		88,339		88,339			88,339		(15)
Foundation Risk Partners, Corp.	Insurance	Delayed Draw Term Loan	9.85% (S + 5.25%; 0.75% Floor)	10/29/2030		357,000		357,000			357,000		(15)
Fusion Holding, Corp.	Software	Term Loan	11.09% (S + 6.25%; 0.75% Floor)	9/14/2029		5,472,152		5,472,152			5,307,987		(15)
Fusion Holding, Corp.	Software	Revolver	— (S + 6.25%; 0.75% Floor)	9/15/2027		—		—			(13,640	)	(6)(7)(15)
GHA Buyer, Inc.	Health Care Technology	Term Loan	10.10% (S + 5.50%; 1.00% Floor)	6/24/2026		740,481		728,772			736,778		(15)
GHA Buyer, Inc.	Health Care Technology	Term Loan	10.10% (S + 5.50%; 1.00% Floor)	6/24/2026		85,908		84,550			85,479		(15)
GHA Buyer, Inc.	Health Care Technology	Term Loan	10.10% (S + 5.50%; 1.00% Floor)	6/24/2026		761,732		749,688			757,923		(15)
GHA Buyer, Inc.	Health Care Technology	Term Loan	10.10% (S + 5.50%; 1.00% Floor)	6/24/2026		865,617		851,931			861,289		(15)
GHA Buyer, Inc.	Health Care Technology	Delayed Draw Term Loan	10.10% (S + 5.50%; 1.00% Floor)	6/24/2026		151,483		149,088			150,726		(15)
GHA Buyer, Inc.	Health Care Technology	Term Loan	10.10% (S + 5.50%; 1.00% Floor)	6/24/2026		143,563		140,911			142,845		(15)
Greenhouse Software, Inc.	Professional Services	Term Loan	10.85% (S + 6.25%; 1.00% Floor)	9/1/2028		5,500,000		5,474,621			5,500,000		(15)
Greenlight Intermediate II, Inc.	Diversified Telecommunication Services	Term Loan	10.25% (S + 5.50%; 0.75% Floor)	6/1/2028		2,436,811		2,414,490			2,436,811		(15)
Greenlight Intermediate II, Inc.	Diversified Telecommunication Services	Delayed Draw Term Loan	10.25% (S + 5.50%; 0.75% Floor)	6/1/2028		3,063,189		3,035,129			3,063,189		(15)
GS AcquisitionCo, Inc.	Diversified Financial Services	Term Loan	9.85% (S + 5.25%; 1.00% Floor)	5/25/2028		793,353		790,103			789,386		(15)
GS AcquisitionCo, Inc.	Diversified Financial Services	Revolver	9.85% (S + 5.25%; 1.00% Floor)	5/25/2028		4,013		3,874			3,858		(6)(15)
GS AcquisitionCo, Inc.	Diversified Financial Services	Delayed Draw Term Loan	— (S + 5.25%; 0.75% Floor)	5/25/2028		—		—			—		(6)(15)
Higginbotham Insurance Agency, Inc.	Insurance	Term Loan	9.35% (S + 4.50%; 1.00% Floor)	11/24/2028		4,918,294		4,918,294			4,881,407		(15)

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


Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value			Footnotes
HireVue, Inc.	Diversified Financial Services	Term Loan	12.50% (S + 7.25%; 1.00% Floor)	5/3/2029		4,227,957		4,188,290			4,175,108		(15)
HireVue, Inc.	Diversified Financial Services	Revolver	12.37% (S + 7.25%; 1.00% Floor)	5/3/2029		220,187		215,213			213,427		(6)(15)
Honor HN Buyer, Inc.	Health Care Providers & Services	Term Loan	10.50% (S + 5.75%; 1.00% Floor)	10/15/2027		1,054,220		1,054,220			1,054,220		(15)
Honor HN Buyer, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	10.50% (S + 5.75%; 1.00% Floor)	10/15/2027		664,958		664,958			664,958		(15)
Honor HN Buyer, Inc.	Health Care Providers & Services	Revolver	12.75% (S + 5.75%; 1.00% Floor)	10/15/2027		14,643		14,643			14,643		(6)(15)
Honor HN Buyer, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	10.50% (S + 5.75%; 1.00% Floor)	10/15/2027		736,088		734,626			736,088		(6)(15)
Iodine Software, LLC	Health Care Technology	Term Loan	10.09% (S + 5.25%; 1.00% Floor)	5/19/2027		2,416,011		2,416,011			2,416,011		(15)
Iodine Software, LLC	Health Care Technology	Delayed Draw Term Loan	10.09% (S + 5.25%; 1.00% Floor)	5/19/2027		3,055,723		3,055,723			3,055,723		(15)
Iodine Software, LLC	Health Care Technology	Revolver	— (S + 5.25%; 1.00% Floor)	5/19/2027		—		—			—		(6)(15)
Iodine Software, LLC	Health Care Technology	Delayed Draw Term Loan	— (S + 5.25%; 1.00% Floor)	5/19/2027		—		—			—		(6)(15)
LeadVenture, Inc.	Auto Components	Term Loan	9.84% (S + 5.00%; 0.75% Floor)	8/28/2026		4,876,865		4,827,331			4,828,097		(15)
LeadVenture, Inc.	Auto Components	Term Loan	9.84% (S + 5.00%; 0.75% Floor)	8/28/2026		31,450		31,131			31,136		(15)
LeadVenture, Inc.	Auto Components	Term Loan	9.84% (S + 5.00%; 0.75% Floor)	8/28/2026		562,554		556,840			556,928		(15)
Mastery Acquisition Corp.	Diversified Consumer Services	Term Loan	9.49% (S + 5.25%; 1.00% Floor)	9/7/2029		1,228,665		1,215,629			1,228,665		(15)
Mavenlink, Inc.	Professional Services	Term Loan	1.45% (S ; 6.25% PIK)	6/3/2027		2,626,149		2,533,387			2,567,061		(15)
Mavenlink, Inc.	Professional Services	Revolver	1.44% (S ; 6.25% PIK)	6/3/2027		210,605		204,429			204,749		(6)(15)
MBS Holdings, Inc.	Diversified Telecommunication Services	Term Loan	10.59% (S + 5.75%; 1.00% Floor)	4/16/2027		4,402,556		4,363,920			4,391,550		(15)
Medical Management Resource Group, L.L.C.	Health Care Providers & Services	Term Loan	10.70% (S + 6.00%; 0.75% Floor)	9/30/2027		1,041,018		1,008,281			1,022,800		(15)
Medical Management Resource Group, L.L.C.	Health Care Providers & Services	Delayed Draw Term Loan	10.70% (S + 6.00%; 0.75% Floor)	9/30/2027		433,644		420,007			426,055		(15)
Medical Management Resource Group, L.L.C.	Health Care Providers & Services	Revolver	10.74% (S + 6.00%; 0.75% Floor)	9/30/2026		47,106		44,658			45,634		(6)(15)
MMP Intermediate, LLC	Hotels, Restaurants & Leisure	Term Loan	11.20% (S + 6.25%; 1.00% Floor)	2/15/2029		3,792,876		3,768,183			3,783,394		(15)
MMP Intermediate, LLC	Hotels, Restaurants & Leisure	Revolver	— (S + 6.25%; 1.00% Floor)	2/15/2029		—		(1,519	)		(595	)	(6)(7)(15)
Moon Buyer, Inc.	Software	Term Loan	9.45% (S + 4.75%; 1.00% Floor)	4/21/2027		2,870,915		2,852,042			2,870,915		(15)
Moon Buyer, Inc.	Software	Delayed Draw Term Loan	9.45% (S + 4.75%; 1.00% Floor)	4/21/2027		265,039		263,296			265,039		(15)
Mr. Greens Intermediate, LLC	Food & Staples Retailing	Term Loan	11.46% (S + 6.25%; 1.00% Floor)	5/1/2029		2,047,865		2,047,865			2,047,865		(15)
Mr. Greens Intermediate, LLC	Food & Staples Retailing	Delayed Draw Term Loan	— (S + 6.25%; 1.00% Floor)	5/1/2029		—		—			—		(6)(15)
Mr. Greens Intermediate, LLC	Food & Staples Retailing	Revolver	— (S + 6.25%; 1.00% Floor)	5/1/2029		—		—			—		(6)(15)
MSP Global Holdings, Inc.	Technology Hardware, Storage & Peripherals	Term Loan	11.03% (S + 5.50%; 1.00% Floor)	4/9/2029		1,608,252		1,578,192			1,596,190		(15)
MSP Global Holdings, Inc.	Technology Hardware, Storage & Peripherals	Delayed Draw Term Loan	— (S + 5.50%; 1.00% Floor)	4/9/2029		—		(4,088	)		(1,670	)	(6)(7)(15)
MSP Global Holdings, Inc.	Technology Hardware, Storage & Peripherals	Term Loan	11.07% (S + 5.50%; 1.00% Floor)	4/9/2029		3,328,249		3,263,343			3,303,287		(15)
MSP Global Holdings, Inc.	Technology Hardware, Storage & Peripherals	Delayed Draw Term Loan	11.00% (S + 5.50%; 1.00% Floor)	4/9/2029		259,979		255,117			258,029		(15)
MSP Global Holdings, Inc.	Technology Hardware, Storage & Peripherals	Revolver	11.03% (S + 5.50%; 1.00% Floor)	4/9/2029		125,799		115,779			121,733		(6)(15)
Nasuni Corporation	Software	Term Loan	10.68% (S + 5.75%; 4.93% Floor)	9/10/2030		1,515,838		1,493,172			1,493,100		(15)
Nasuni Corporation	Software	Revolver	— (S + 5.75%; 0.75% Floor)	9/10/2030		—		(4,737	)		(4,737	)	(6)(7)(15)
Navigate360, LLC	Diversified Consumer Services	Term Loan	10.94% (S + 6.00%; 1.00% Floor)	3/17/2027		315,268		311,134			311,328		(15)
Navigate360, LLC	Diversified Consumer Services	Delayed Draw Term Loan	— (S + 6.00%; 1.00% Floor)	3/17/2027		—		(7,694	)		(2,992	)	(6)(7)(15)
Navigate360, LLC	Diversified Consumer Services	Term Loan	10.94% (S + 6.00%; 1.00% Floor)	3/17/2027		1,775,066		1,751,788			1,752,878		(15)
Navigate360, LLC	Diversified Consumer Services	Delayed Draw Term Loan	10.94% (S + 6.00%; 1.00% Floor)	3/17/2027		764,644		754,616			755,086		(15)
Navigate360, LLC	Diversified Consumer Services	Revolver	— (S + 6.00%; 1.00% Floor)	3/17/2027		—		(3,378	)		(3,251	)	(6)(7)(15)
Navigate360, LLC	Diversified Consumer Services	Term Loan	10.94% (S + 6.00%; 1.00% Floor)	3/17/2027		573,347		565,828			566,181		(15)

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


Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value			Footnotes
NC Topco, LLC	Banks	Term Loan	10.09% (S + 2.00%; 0.75% Floor; 2.75% PIK)	9/1/2031		1,353,018		1,339,521			1,339,488		(15)
NC Topco, LLC	Banks	Revolver	— (S + 2.50%; 0.75% Floor)	9/1/2031		—		(1,539	)		(1,558	)	(6)(7)(15)
NC Topco, LLC	Banks	Delayed Draw Term Loan	— (S + 2.50%; 0.75% Floor)	8/29/2031		—		(1,923	)		(1,947	)	(6)(7)(15)
NI Topco, Inc.	Diversified Telecommunication Services	Term Loan	9.35% (S + 4.65%; 0.75% Floor)	12/28/2028		3,270,466		3,270,466			3,270,466		(15)
NI Topco, Inc.	Diversified Telecommunication Services	Term Loan	9.45% (S + 4.65%; 0.75% Floor)	12/28/2028		473,097		473,097			473,097		(15)
NMI Acquisitionco, Inc.	Internet and Direct Marketing Retail	Term Loan	9.94% (S + 5.00%; 0.75% Floor)	9/6/2028		2,417,387		2,350,445			2,387,170		(15)
NMI Acquisitionco, Inc.	Internet and Direct Marketing Retail	Revolver	— (S + 5.00%; 0.75% Floor)	9/6/2028		—		(5,368	)		(2,468	)	(6)(7)(15)
NMI Acquisitionco, Inc.	Internet and Direct Marketing Retail	Term Loan	9.94% (S + 5.00%; 0.75% Floor)	9/6/2028		360,956		350,960			356,444		(15)
NMI Acquisitionco, Inc.	Internet and Direct Marketing Retail	Term Loan	9.94% (S + 5.00%; 0.75% Floor)	9/6/2028		97,983		95,269			96,758		(15)
NMI Acquisitionco, Inc.	Internet and Direct Marketing Retail	Term Loan	9.94% (S + 5.00%; 0.75% Floor)	9/6/2028		1,305,633		1,269,478			1,289,313		(15)
NMI Acquisitionco, Inc.	Internet and Direct Marketing Retail	Delayed Draw Term Loan	9.94% (S + 5.00%; 0.75% Floor)	9/6/2028		1,289,312		1,253,608			1,273,196		(15)
Pace Health Companies, LLC	Health Care Providers & Services	Term Loan	10.00% (S + 5.25%; 1.00% Floor)	8/3/2026		2,789,998		2,789,998			2,789,998		(15)
Peter C. Foy & Associates Insurance Services, LLC	Insurance	Delayed Draw Term Loan	10.34% (S + 5.50%; 0.75% Floor)	11/1/2028		2,714,480		2,701,911			2,700,908		(15)
Peter C. Foy & Associates Insurance Services, LLC	Insurance	Term Loan	10.75% (S + 5.50%; 0.75% Floor)	11/1/2028		193,101		192,207			192,135		(15)
Peter C. Foy & Associates Insurance Services, LLC	Insurance	Delayed Draw Term Loan	10.34% (S + 5.50%; 0.75% Floor)	11/1/2028		483,213		480,976			480,797		(15)
Ping Identity Holding Corp.	Software	Term Loan	9.35% (S + 4.75%; 0.75% Floor)	10/17/2029		4,490,287		4,490,287			4,490,287		(15)
Ping Identity Holding Corp.	Software	Revolver	— (S + 4.75%; 0.75% Floor)	10/17/2028		—		—			—		(6)(15)
Pinnacle Treatment Centers, Inc.	Health Care Providers & Services	Term Loan	10.55% (S + 5.50%; 1.00% Floor)	1/4/2027		926,131		926,131			919,185		(15)
Pinnacle Treatment Centers, Inc.	Health Care Providers & Services	Term Loan	10.55% (S + 5.50%; 1.00% Floor)	1/4/2027		70,509		70,509			69,980		(15)
Pinnacle Treatment Centers, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	10.55% (S + 5.50%; 1.00% Floor)	1/4/2027		77,894		77,894			77,310		(15)
Pinnacle Treatment Centers, Inc.	Health Care Providers & Services	Term Loan	10.55% (S + 5.50%; 1.00% Floor)	1/4/2027		37,424		37,424			37,144		(15)
Priority OnDemand Midco 2, L.P.	Health Care Equipment & Supplies	Term Loan	10.05% (S + 5.25%; 1.00% Floor)	7/17/2028		3,187,522		3,187,522			3,187,522		(15)
Priority OnDemand Midco 2, L.P.	Health Care Equipment & Supplies	Delayed Draw Term Loan	10.05% (S + 5.25%; 1.00% Floor)	7/17/2028		50,217		50,217			50,217		(6)(15)
Ranger Buyer, Inc.	Commercial Services & Supplies	Term Loan	9.60% (S + 5.00%; 0.75% Floor)	11/20/2028		5,471,939		5,421,237			5,471,939		(15)
Ranger Buyer, Inc.	Commercial Services & Supplies	Revolver	— (S + 5.00%; 0.75% Floor)	11/18/2027		—		(3,225	)		—		(6)(7)(15)
Redwood Family Care Network, Inc.	Health Care Providers & Services	Term Loan	10.50% (S + 5.75%; 1.00% Floor)	6/18/2026		2,263,487		2,237,136			2,252,170		(15)
Redwood Family Care Network, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	10.50% (S + 5.75%; 1.00% Floor)	6/18/2026		1,978,981		1,958,783			1,969,086		(15)
Redwood Family Care Network, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	10.50% (S + 5.75%; 1.00% Floor)	6/18/2026		1,229,434		1,215,122			1,223,287		(15)
REP TEC Intermediate Holdings, Inc.	Professional Services	Term Loan	10.35% (S + 5.75%; 1.00% Floor)	12/1/2027		56,591		56,591			56,591		(15)
REP TEC Intermediate Holdings, Inc.	Professional Services	Term Loan	10.35% (S + 5.75%; 1.00% Floor)	12/1/2027		5,415,842		5,415,842			5,415,842		(15)
REP TEC Intermediate Holdings, Inc.	Professional Services	Revolver	— (S + 5.75%; 1.00% Floor)	12/1/2027		—		—			—		(6)(15)
Ridge Trail US Bidco, Inc.	Capital Markets	Term Loan	9.35% (S + 4.75%; 0.75% Floor)	9/30/2031		778,807		767,129			767,124		(15)
Ridge Trail US Bidco, Inc.	Capital Markets	Delayed Draw Term Loan	— (S + 4.75%; 0.75% Floor)	9/30/2031		—		(2,013	)		(2,014	)	(6)(7)(15)
Ridge Trail US Bidco, Inc.	Capital Markets	Revolver	9.35% (S + 4.75%; 0.75% Floor)	3/30/2031		13,428		12,086			12,085		(6)(15)
Sako and Partners Lower Holdings LLC	Real Estate Management & Development	Term Loan	9.10% (S + 4.50%; 1.00% Floor)	9/15/2028		4,415,859		4,415,859			4,393,780		(15)
Sako and Partners Lower Holdings LLC	Real Estate Management & Development	Delayed Draw Term Loan	9.10% (S + 4.50%; 1.00% Floor)	9/15/2028		1,056,318		1,056,318			1,051,036		(15)
Sako and Partners Lower Holdings LLC	Real Estate Management & Development	Revolver	— (S + 4.50%; 1.00% Floor)	9/15/2028		—		—			(1,873	)	(6)(7)(15)

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


Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value			Footnotes
Salisbury House, LLC	Diversified Consumer Services	Term Loan	11.15% (S + 5.75%; 1.00% Floor)	2/27/2026		1,633,346		1,633,346			1,633,346		(15)
Salisbury House, LLC	Diversified Consumer Services	Term Loan	11.15% (S + 5.75%; 1.00% Floor)	2/27/2026		548,842		548,842			548,842		(15)
Salisbury House, LLC	Diversified Consumer Services	Term Loan	11.15% (S + 5.75%; 1.00% Floor)	2/27/2026		475,798		475,798			475,798		(15)
Sandstone Care Holdings, LLC	Health Care Providers & Services	Term Loan	10.85% (S + 5.50%; 1.00% Floor)	6/28/2028		1,802,273		1,802,273			1,631,057		(15)
Sandstone Care Holdings, LLC	Health Care Providers & Services	Delayed Draw Term Loan	10.73% (S + 5.50%; 1.00% Floor)	6/28/2028		359,752		357,255			318,352		(6)(15)
Sandstone Care Holdings, LLC	Health Care Providers & Services	Revolver	10.64% (S + 5.50%; 1.00% Floor)	6/28/2028		322,658		322,658			292,005		(15)
Sauce Labs Inc	Software	Revolver	— (S + 5.50%; 1.00% Floor)	8/16/2027		—		(8,751	)		(12,506	)	(6)(7)(15)
Sauce Labs Inc	Software	Revolver	11.35% (S + 5.00%; 1.00% Floor; 0.50% PIK)	8/16/2027		757,002		743,518			738,077		(15)
Sauce Labs Inc	Software	Term Loan	11.35% (S + 5.00%; 1.00% Floor; 0.50% PIK)	8/16/2027		2,909,890		2,858,056			2,837,143		(15)
Sauce Labs Inc	Software	Delayed Draw Term Loan	11.25% (S + 5.00%; 1.00% Floor; 0.50% PIK)	8/16/2027		320,894		312,249			307,635		(6)(15)
Serrano Parent, LLC	Software	Term Loan	11.62% (S + 6.50%; 1.00% Floor)	5/13/2030		5,500,000		5,395,233			5,362,500		(15)
Serrano Parent, LLC	Software	Revolver	— (S + 6.50%; 1.00% Floor)	5/13/2030		—		(10,091	)		(13,525	)	(6)(7)(15)
Soladoc, LLC	Health Care Equipment & Supplies	Term Loan	10.41% (S + 5.00%; 0.75% Floor)	6/12/2028		2,304,698		2,225,433			2,224,033		(15)
Soladoc, LLC	Health Care Equipment & Supplies	Revolver	— (S + 5.00%; 0.75% Floor)	6/12/2028		—		(7,787	)		(8,067	)	(6)(7)(15)
Telcor Buyer, Inc.	Health Care Technology	Term Loan	9.19% (S + 4.25%; 1.00% Floor)	8/20/2027		2,982,231		2,975,605			2,982,231		(15)
Telcor Buyer, Inc.	Health Care Technology	Revolver	— (S + 4.25%; 1.00% Floor)	8/20/2027		—		(248	)		—		(6)(7)(15)
Telesoft Holdings, LLC	Diversified Telecommunication Services	Term Loan	10.69% (S + 5.75%; 1.00% Floor)	12/16/2026		1,419,554		1,414,174			1,412,456		(15)
The Center for Orthopedic and Research Excellence, Inc.	Health Care Providers & Services	Term Loan	11.65% (S + 6.25%; 1.00% Floor)	8/15/2025		970,233		966,895			970,233		(15)
The Center for Orthopedic and Research Excellence, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	11.65% (S + 6.25%; 1.00% Floor)	8/15/2025		228,736		227,948			228,736		(15)
The Center for Orthopedic and Research Excellence, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	11.65% (S + 6.25%; 1.00% Floor)	8/15/2025		368,325		367,058			368,325		(15)
The Center for Orthopedic and Research Excellence, Inc.	Health Care Providers & Services	Delayed Draw Term Loan	11.45% (S + 6.25%; 1.00% Floor)	8/15/2025		406,298		404,900			406,298		(15)
The Center for Orthopedic and Research Excellence, Inc.	Health Care Providers & Services	Term Loan	11.51% (S + 6.25%; 1.00% Floor)	8/15/2025		762,286		759,663			762,286		(15)
Thrive Buyer, Inc.	Technology Hardware, Storage & Peripherals	Revolver	12.37% (S + 6.00%; 1.00% Floor)	1/22/2027		33,296		33,296			33,296		(6)(15)
Thrive Buyer, Inc.	Technology Hardware, Storage & Peripherals	Delayed Draw Term Loan	10.75% (S + 6.00%; 1.00% Floor)	1/22/2027		3,991,033		3,991,033			3,991,033		(15)
Thrive Buyer, Inc.	Technology Hardware, Storage & Peripherals	Term Loan	10.75% (S + 6.00%; 1.00% Floor)	1/22/2027		1,464,308		1,464,308			1,464,308		(15)
Towerco IV Holdings, LLC	Diversified Telecommunication Services	Delayed Draw Term Loan	8.69% (S + 3.75%; 1.00% Floor)	8/31/2028		6,077,111		6,077,111			6,077,111		(6)(15)
Transtelco Holding, Inc.	Diversified Telecommunication Services	Term Loan	10.10% (S + 5.50%; 1.00% Floor)	3/26/2026		2,162,496		2,145,240			2,162,496		(15)
Transtelco Holding, Inc.	Diversified Telecommunication Services	Term Loan	10.86% (S + 6.25%; 0.50% Floor)	3/26/2026		1,493,347		1,490,369			1,493,347		(15)
Transtelco Holding, Inc.	Diversified Telecommunication Services	Term Loan	10.61% (S + 5.75%; 0.50% Floor)	3/26/2026		1,844,156		1,836,796			1,844,156		(15)
Ungerboeck Systems International, LLC	Leisure Products	Term Loan	10.81% (S + 5.75%; 1.00% Floor)	4/30/2027		731,678		725,233			724,361		(15)
Ungerboeck Systems International, LLC	Leisure Products	Delayed Draw Term Loan	10.81% (S + 5.75%; 1.00% Floor)	4/30/2027		86,969		86,202			86,099		(15)
Ungerboeck Systems International, LLC	Leisure Products	Delayed Draw Term Loan	10.81% (S + 5.75%; 1.00% Floor)	4/30/2027		183,263		181,649			181,431		(15)
Ungerboeck Systems International, LLC	Leisure Products	Term Loan	10.81% (S + 5.75%; 1.00% Floor)	4/30/2027		39,148		38,803			38,756		(15)
Ungerboeck Systems International, LLC	Leisure Products	Delayed Draw Term Loan	10.81% (S + 5.75%; 1.00% Floor)	4/30/2027		124,121		123,027			122,880		(15)
Ungerboeck Systems International, LLC	Leisure Products	Revolver	— (S + 5.75%; 1.00% Floor)	4/30/2027		—		(151	)		(175	)	(6)(7)(15)
Vectra AI, Inc.	Software	Term Loan	11.63% (S + 6.25%; 1.00% Floor)	3/2/2028		2,329,297		2,292,165			2,294,357		(15)
Vectra AI, Inc.	Software	Delayed Draw Term Loan	11.63% (S + 6.25%; 1.00% Floor)	3/2/2028		534,780		526,255			526,758		(15)

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


Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value			Footnotes
Vehlo Purchaser, LLC	Automobiles	Term Loan	10.50% (S + 5.25%; 0.75% Floor)	5/24/2028		4,285,714		4,246,485			4,285,714		(15)
Vehlo Purchaser, LLC	Automobiles	Delayed Draw Term Loan	10.53% (S + 5.25%; 0.75% Floor)	5/24/2028		1,190,476		1,179,579			1,190,476		(15)
Vehlo Purchaser, LLC	Automobiles	Revolver	10.09% (S + 5.25%; 0.75% Floor)	5/24/2028		23,809		21,653			23,809		(6)(15)
Velocity Holdco III Inc.	Commercial Services & Supplies	Term Loan	10.90% (S + 5.75%; 1.00% Floor)	4/22/2027		4,483,288		4,483,288			4,483,288		(15)
Veracross LLC	Diversified Consumer Services	Term Loan	11.44% (S + 2.00%; 1.00% Floor; 4.50% PIK)	12/28/2027		4,967,531		4,922,916			4,917,855		(15)
Veracross LLC	Diversified Consumer Services	Delayed Draw Term Loan	11.44% (S + 2.00%; 1.00% Floor; 4.50% PIK)	12/28/2027		638,464		630,742			632,079		(15)
Veracross LLC	Diversified Consumer Services	Revolver	11.44% (S + 2.00%; 1.00% Floor; 4.50% PIK)	12/28/2027		96,663		93,669			93,475		(6)(15)
Visionary Buyer, LLC	Diversified Telecommunication Services	Term Loan	9.85% (S + 5.25%; 0.75% Floor)	3/21/2031		1,723,847		1,699,081			1,719,537		(15)
Visionary Buyer, LLC	Diversified Telecommunication Services	Delayed Draw Term Loan	10.35% (S + 5.25%; 0.75% Floor)	3/21/2031		287,308		273,103			287,308		(6)(15)
Visionary Buyer, LLC	Diversified Telecommunication Services	Revolver	— (S + 5.25%; 0.75% Floor)	3/21/2030		—		(6,017	)		(1,078	)	(6)(7)(15)
Wealth Enhancement Group, LLC	Diversified Financial Services	Delayed Draw Term Loan	10.68% (S + 5.50%; 1.00% Floor)	10/2/2027		2,382,174		2,382,174			2,382,174		(15)
Wealth Enhancement Group, LLC	Diversified Financial Services	Revolver	— (S + 5.50%; 1.00% Floor)	10/2/2027		—		—			—		(6)(15)
Wealth Enhancement Group, LLC	Diversified Financial Services	Delayed Draw Term Loan	10.69% (S + 5.50%; 1.00% Floor)	10/2/2027		527,527		527,527			527,527		(15)
Zendesk, Inc.	Software	Delayed Draw Term Loan	— (S + 5.00%; 0.75% Floor)	11/22/2028		—		—			—		(6)(15)
Zendesk, Inc.	Software	Revolver	— (S + 5.00%; 0.75% Floor)	11/22/2028		—		—			—		(6)(15)
Zendesk, Inc.	Software	Term Loan	9.69% (S + 5.00%; 0.75% Floor)	11/22/2028		4,960,995		4,960,995			4,960,995		(15)
Total U.S. 1st Lien/Senior Secured Debt								260,620,369			261,045,301
2nd Lien/Junior Secured Debt — 0.84%
Symplr Software, Inc.	Software & Tech Services	Term Loan	13.22% (S + 7.87%; 0.75% Floor)	12/22/2028		988,342		907,478			901,862		(15)
Total U.S. 2nd Lien/Junior Secured Debt								907,478			901,862
Total U.S Corporate Debt								261,527,847			261,947,163
Canadian Corporate Debt — 4.90%
Canadian 1st Lien/Senior Secured Debt — 4.90%
Versaterm Public Safety Inc.	Commercial Services & Supplies	Term Loan	11.44% (S + 6.50%; 1.00% Floor)	12/4/2025		5,081,655		5,024,220			5,018,134		(8)(15)
Versaterm Public Safety Inc.	Commercial Services & Supplies	Delayed Draw Term Loan	11.44% (S + 6.50%; 1.00% Floor)	12/4/2025		416,495		411,788			411,289		(8)(15)
Versaterm Public Safety Inc.	Commercial Services & Supplies	Revolver	13.50% (S + 6.50%; 1.00% Floor)	12/4/2025		29,358		26,888			26,607		(6)(8)(15)
Total Canada 1st Lien/Senior Secured Debt								5,462,896			5,456,030
Total Canadian Corporate Debt								5,462,896			5,456,030
TOTAL INVESTMENTS - 240.21%								266,990,743			267,403,193

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

AB Private Lending Fund

Unaudited Consolidated Schedule of Investments as of September 30, 2024


Portfolio Company	Industry	Yield	Shares		Cost		Fair value			Footnotes
Cash Equivalents — 14.86%
US BANK MMDA GCTS	Money Market Portfolio			15,145,571		15,145,571		15,145,571		(9)(13)(15)
STATE STREET INSTITUTIONAL US	Money Market Portfolio			1,393,044		1,393,043		1,393,043		(9)(13)(15)
Total Cash Equivalents						16,538,614		16,538,614
Cash — 2.08%
US Dollar	USD			2,317,980		2,317,980		2,317,980
Total Cash						2,317,980		2,317,980
TOTAL CASH AND CASH EQUIVALENTS						18,856,594		18,856,594
LIABILITIES IN EXCESS OF OTHER ASSETS — (157.15%)								(174,940,242	)
NET ASSETS — 100.00%								111,319,545

(1)

Unless otherwise indicated, all securities represent co-investments made with the Fund’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Related Party Transactions”.

(2)

Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of Financial Accounting Standards Board’s Accounting Standards Codification 820 fair value hierarchy.

(3)

Percentages are based on net assets

(4)

Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread, subject to an interest rate floor. The borrower has an option to choose the benchmark rate, such as the Secured Overnight Financing Rate including adjustment, if any (“S”) or the U.S. Prime Rate (“P”). The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. S loans are typically indexed to 30-day, 90-day or 180-day rates (1M, 3M or 6M, respectively) at the borrower’s option. As of September 30, 2024, rates for 1M S, 3M S and 6M S are 4.85%,4.59%, and 4.25%, respectively. As of September 30, 2024, the P was 8.00%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at September 30, 2024.

(5)

Non-controlled affiliated investment. See Note 3 “Related Party Transactions”.

(6)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 7 “Commitments and Contingencies”.

(7)

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(8)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of September 30, 2024, the aggregate fair value of these securities is $2,557,629 or 1.88% of the Fund’s total assets.

(9)

Categorized as Level 1 assets under the definition of ASC 820 fair value hierarchy.

(10)

Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.

(11)

Excluded from the ASC 820 fair value hierarchy as fair value is measured using the net asset value per share practical expedient

(12)

Aggregate gross unrealized appreciation for federal income tax purposes is $1,069,585; aggregate gross unrealized depreciation for federal income tax purposes is $657,135. Net unrealized appreciation is $412,450. As of September 30, 2024, the cost basis of investments owned was substantially identical for both book and tax purposes.

(13)

Included within ‘Cash and cash equivalents’ on the Consolidated Statements of Assets and Liabilities.

(14)

The rate shown is the annualized seven-day yield as of September 30, 2024

(15)

Assets are pledged as collateral for the Credit Facilities (as defined below). See Note 4 “Borrowings.

P - Prime

PIK - Payment-In-Kind

S - SOFR

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

AB Private Lending Fund

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

Organization and Basis of Presentation

Organization

AB Private Lending Fund (the “Fund”) is a non-diversified, closed-end management investment company formed as a Delaware statutory trust on June 8, 2023 (“Inception”). The Fund has elected to be regulated as a Business Development Company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund intends to elect to be treated for federal income tax purposes, and to qualify annually, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund is externally managed by AB Private Credit Investors LLC (“AB-PCI” or the “Adviser”), which is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) and an affiliate of AllianceBernstein L.P. (“AB”) and its subsidiaries. The Fund commenced operations on April 30, 2024.

The Fund’s investment objective is to generate attractive risk adjusted returns, predominantly in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. The portfolio is expected to consist primarily of directly originated, privately negotiated corporate loans to borrowers in the US middle market, typically involving a private equity backed issuer, and in more limited instances, venture capital supported or independently owned issuers. The Fund seeks to additionally invest in broadly syndicated loans and bonds from private and public issuers to facilitate the immediate deployment of investors’ capital subscriptions, maintain liquidity requirements, and for opportunistic purposes.

Private credit investments will principally rank senior in terms of liquidation priority and will mainly take the form of directly originated first lien, stretch senior and unitranche loans, along with some second lien loans, as well as broadly syndicated loans, club deals (generally investments made by a small group of investment firms) and other debt and equity securities of private U.S. middle-market companies, including equity co-investments, although the actual mix of instruments pursued will vary over time depending on the Fund’s views on how best to optimize risk-adjusted returns.

The Fund’s investment strategy will also target a minority liquid allocation to primarily broadly syndicated loans and corporate high yield bonds. The Fund intends to use these investments to facilitate the immediate deployment of investors’ capital subscriptions, to provide liquidity for its share repurchase program in the normal course, and to contribute to investment returns and income generation. When market conditions create compelling return opportunities, the Fund may also invest on an opportunistic basis in a variety of publicly traded credit securities, subject to compliance with BDC requirements to invest at least 70% of assets in eligible portfolio companies.

The Fund is offering on a continuous basis up to $1.0 billion of its common shares of beneficial interest (“Common Shares”) pursuant to an offering registered with the SEC (the “Offering”). The Fund is offering to sell any combination of three classes of Common Shares, Class S shares, Class D shares, and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing distribution and/or shareholder servicing fees. The purchase price per share for each class of Common Shares equals the net asset value (“NAV”) per share as of the effective date of the monthly share purchase date. The Offering is a “best efforts” offering, which means that AllianceBernstein Investments, Inc., the Fund’s managing dealer (the “Managing Dealer”) for the Offering, will use its best efforts to sell shares, but it is not obligated to purchase or sell any specific amount of shares in the Offering.

The Fund has the authority to issue an unlimited number of Common Shares, $0.01 per share par value. On April 30, 2024, AB contributed $10,000 of capital to the Fund. In exchange for this contribution, AB received 400 Common Shares at a purchase price of $25 per Common Share. On May 1, 2024, immediately prior to the acquisition of the Initial Portfolio (as defined below), the Fund redeemed all of the Common Shares issued to AB and repaid AB $10,000 and the Fund issued 4,400,000 Class I shares at $25.00 per share to an affiliate of the Adviser.

The Fund’s fiscal year ends on December 31.

ABPLF SPV I LLC (“ABPLF”), a Delaware limited liability company, is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

Summary of Significant Accounting Policies

Basis of Presentation

The Fund is an investment company under accounting principles generally accepted in the United States of America (“GAAP”) and follows the accounting and reporting guidance applicable to investment companies in Financial Accounting Standards Board (“FASB”) ASC 946, Financial Services – Investment Companies. The Fund has prepared the consolidated financial statements and related financial information pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, the Fund has not included in this quarterly report all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the unaudited financial information for the interim period presented in this report reflects all normal and recurring adjustments necessary for fair statement of the periods presented. Operating results for interim periods are not necessarily indicative of operating results for an entire year.

The functional currency of the Fund is U.S. dollars and these consolidated financial statements have been prepared in that currency.

Consolidation

The Fund will generally consolidate any wholly or substantially owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Fund’s investment operations and to facilitate the execution of the Fund’s investment strategy. Accordingly, the Fund consolidated the results of its wholly or substantially owned subsidiaries in its consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

As of September 30, 2024, the Fund’s only consolidated subsidiary was ABPLF.

Cash and Cash Equivalents

Cash and cash equivalents are defined as cash and U.S. government securities and investment grade debt instruments maturing within three months of purchase of such instrument by the Fund. Cash consists of demand deposits and money market accounts. The Fund maintains deposits of its cash with financial institutions, and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Fund considers all highly liquid investments, with original maturities of less than ninety days and money market mutual funds as cash equivalents.

Revenue Recognition

Investment transactions are recorded on a trade-date basis. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the management’s judgment, is likely to remain current. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.

Realized gains and losses on investment transactions are determined on the specific identification method.

Certain investments in debt securities may contain a contractual payment-in-kind (“PIK”) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional debt or (iii) a combination of cash and additional debt. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the accrued interest receivable attributable to PIK is added to the principal balance of the investment. When additional debt is received on the interest payment date, it typically has the same terms, including maturity dates and interest rates, as the original loan. PIK interest generally becomes due on the investment’s maturity date or call date.

The Fund may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Fund on an ongoing basis. These

fees and any other income are recognized as earned. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.

Costs associated with entering into an investment are included in the cost of the investment, and any costs incurred relating to an unconsummated investment are expensed.

Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income, realized gain/(loss) or return of capital.

Investment Transactions

Investment transactions are accounted for on trade date. Realized gains (losses) on investments sold are recorded on the basis of specific identification method for both consolidated financial statement and U.S. federal income tax purposes. Payable for investments purchased and receivable for investments sold on the consolidated statements of assets and liabilities, if any, represents the cost of purchases and proceeds from sales of investment securities, respectively, for trades that have been executed but not yet settled.

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Fund may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of September 30, 2024, the Fund did not have any non-accrual investments.

Credit Facility Related Costs, Expenses, Deferred Financing Costs and Unamortized Debt Issuance Costs

The Credit Facilities (as defined in Note 4) are recorded at carrying value, which approximates fair value due to floating interest rates that are based on an index plus spread, which is typically consistent with those demanded in the market. These Credit Facilities are classified as Level 3. Interest expense and unused commitment fees on the Credit Facilities are recorded on an accrual basis. Unused commitment fees are included in interest and borrowing expenses in the consolidated statements of operations. Deferred financing costs include capitalized expenses related to the closing of the Credit Facilities. Amortization of deferred financing costs is computed on the straight-line basis over the contractual term. The amortization of such costs is included in interest and borrowing expenses in the consolidated statements of operations, with any unamortized amounts included in deferred financing costs on the consolidated statements of assets and liabilities. Debt issuance costs relating to the term loans provided by the Credit Facilities are amortized on a straight-line basis over the contractual term and included in interest and borrowing expenses in the consolidated statements of operations. The unamortized debt issuance costs are included as a direct reduction of the carrying value of the Credit Facilities (i.e., a contra liability).

Upon early termination or partial principal pay down of the term loans provided by the Credit Facilities, the unamortized costs related to the Credit Facilities are accelerated into interest and borrowing expenses on the Fund’s consolidated statements of operations.

Income Taxes

ASC 740, “Accounting for Uncertainty in Income Taxes” (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax positions. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior year), the Fund has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.

The Fund will elect to be treated and intends to continue to qualify for federal income tax purposes as a RIC under Subchapter M of the Code. So long as the Fund is able to maintain its status as a RIC, it will generally not be subject to U.S. federal income tax on the portion of its taxable income and gains distributed to its shareholders, and any tax liability related to income earned by the Fund will represent obligations of the Fund’s investors and will not be reflected on the financial statements

of the Fund. To qualify and maintain qualification as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements, and distribute at least 90% of its annual investment company taxable income, which is generally its net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. In order for the Fund not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years for which it paid no U.S. federal income taxes. The Fund, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. The Fund will accrue excise tax on estimated undistributed taxable income as required. As of September 30, 2024, and December 31, 2023, the Fund had no excise tax.

The Fund may be subject to taxes imposed by countries in which the Fund invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized gain (loss) as such income and/or gains are earned.

The Fund remains subject to examination by U.S. federal and state jurisdictions, as well as international jurisdictions, and upon completion of these examinations (if undertaken by the taxing jurisdiction) tax adjustments may be necessary and retroactive to all open tax years.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses recorded during the reporting period. Actual results could differ from those estimates and such differences could be material.

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to paid-in capital in excess of par or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are determined in conjunction with the preparation of the Fund’s annual RIC tax return. Distributions to common shareholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Trustees of the Fund (the “Board”) each quarter and is generally based upon the earnings estimated by the Adviser. The Fund may pay distributions to its shareholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess would be a tax-free return of capital in the period and reduce the shareholder’s tax basis in its Common Shares. The Fund intends to timely distribute to its shareholders substantially all of its annual taxable income for each year, except that the Fund may retain certain net capital gains for reinvestment and, depending upon the level of the Fund’s taxable income earned in a year, the Fund may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The specific tax characteristics of the Fund’s distributions will be reported to shareholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Fund will be able to declare such distributions in future periods.

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

Offering Cost and Organizational Expenses

Organization expenses include, among other things, the cost of incorporating the Fund and the cost of legal services and other fees pertaining to the Fund’s organization. These costs are expensed as incurred. For the three and nine months ended September 30, 2024, the Fund incurred organizational expenses of $0 and $851,735, respectively, which will be paid on behalf of the Fund by the Adviser and have been recorded as an expense on the statement of operations. For the three months ended September 30, 2023 the Fund incurred organization expenses of 186,136. For the period from June 8, 2023 (Inception) to

September 30, 2023 the Fund incurred organizational expenses of $463,345. A portion of the organizational expenses remained payable as of September 30 ,2024 and December 31, 2023 and the reimbursement of organizational expenses, pursuant to the Fund’s Expense Support and Conditional Reimbursement Agreement, as defined below, has been recorded as receivable due from Adviser in the statement of assets and liabilities.

The Fund’s offering expenses include, among other things, legal fees, registration fees and other costs pertaining to the preparation of the Fund’s registration statement (and any amendments or supplements thereto) relating to the Offering and associated marketing materials. For the three and nine months ended September 30, 2024, the Fund incurred offering expenses of $276,674 and $639,219, respectively. For the period from June 8, 2023 (Inception) to September 30, 2023 the Fund did not incur offering expenses. As of September 30, 2023 and December 31, 2023 offering costs payable was $0 and $617,381, respectively, and have been recorded as an offering cost payable in statement of assets and liabilities. Offering expenses are recorded as deferred offering costs on the statement of assets and liabilities and then will be subsequently amortized to expense on the Fund’s statement of operations over 12 months from the commencement of operations.

Related Party Transactions

Investment Advisory Agreement

On August 7, 2024, the Fund entered into an Amended and Restated Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, pursuant to which the Adviser manages the Fund on a day-to-day basis. The Adviser is responsible for determining the composition of the Fund’s portfolio, making investment decisions, monitoring the Fund’s investments, performing due diligence on prospective portfolio companies, exercising voting rights in respect of portfolio securities, obtaining and managing financing facilities and other forms of leverage and providing the Fund with such other investment advisory and related services as the Fund may, from time to time, reasonably require for the investment of capital.

The Fund pays the Adviser a fee for its services under the Advisory Agreement consisting of two components, a management fee and an incentive fee. The cost of both the management fee and the incentive fee is ultimately borne by the shareholders.

Prior to the effective date of the Advisory Agreement, the Adviser provided investment advisory services pursuant to an investment advisory agreement between the Fund and the Adviser, initially effective as of April 30, 2024 (the “Prior Investment Advisory Agreement”). The terms of the Prior Investment Advisory Agreement are materially identical to the Advisory Agreement. The Prior Investment Advisory Agreement automatically terminated upon the effective date of the Advisory Agreement.

Management Fee

The management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Fund’s net assets as of the beginning of the first calendar day of the applicable month. For the first calendar month in which the Fund has commenced the Offering, net assets are measured as of the date on which the Fund commences the Offering.

For the three and nine months ended September 30, 2024, the Fund incurred management fees of $359,762 and $590,752, respectively which remains payable as of September 30, 2024. For the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023, the Fund did not incur any management fees.

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 the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.

Incentive Fee Based on Income

The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns attributable to each class of the Fund’s Common Shares. “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 the Fund’s administrator, any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred stock, but excluding the incentive fee and shareholder 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 the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

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

The Fund pays the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•

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

•

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

•

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

These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

The Fund incurred income-based incentive fees for the three and nine months ended September 30, 2024 of $327,114 and $327,114 respectively. The Fund did not incur any income-based incentive fees the three months ended September 30, 2023, and for the period from June 8, 2023 (Inception) to September 30, 2023.

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 attributable to the applicable share class 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.

Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee by the applicable share class for all prior periods. The Fund accrues, but does not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Fund were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Advisory Agreement be in excess of the amount permitted by the Investment Advisers Act of 1940, as amended, including Section 205 thereof.

For purposes of computing the Fund’s incentive fee on income and the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if the Fund owned the reference assets directly. The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated.

For the three and nine months ended September 30, 2024,the Fund incurred capital gain incentive fees of $5,344 and $52,453, respectively.

As of September 30, 2024 and December 31, 2023 incentive fee payable was $379,567and $0, respectively. For the three months ended September 30, 2023, and for the period from June 8, 2023 (Inception) to September 30, 2023, the Fund did not incur any capital gains incentive fees.

Sub-Advisory Agreement

On August 7, 2024, the Adviser and AB (AB in its capacity as sub-adviser, “AB High Yield”) entered into an Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”), the terms of which provide AB High Yield with broad delegated authority to oversee the broadly syndicated loan and other liquid investment allocation. The Fund’s broadly syndicated loan and other liquid investments are managed by AB High Yield pursuant to the Sub-Advisory Agreement. The Adviser pays AB High Yield monthly in arrears, 25% of the management fee and 25% of the incentive fees pursuant to the Sub-Advisory Agreement.

Administration Agreement

On August 7, 2024, the Fund entered into an Administration Agreement with AB Private Credit Investors LLC (in its capacity as administrator, the “Administrator”). Under the terms of 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 the Fund’s other service providers), preparing reports to shareholders and reports filed with the SEC and other regulators, preparing materials and coordinating meetings of the 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. The Fund reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. The Fund also is liable to reimburse the Administrator for the Fund’s allocable portion of compensation of the Administrator’s personnel, including but not limited to: (i) the Fund’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 Fund; and (iii) any internal audit group personnel of the Administrator or any of its affiliates. The Administrator may defer or waive rights to be reimbursed for the costs and expenses noted above including the Fund’s allocable portion of compensation of the Administrator’s personnel, subject to the limitations described in the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Fund will reimburse the Administrator for any services performed for the Fund by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator receives compensation for its sub-administrative services under a sub-administration agreement. For the three and nine months ended September 30, 2024,the Fund incurred administration expense fees of $34,692 and $98,630, respectively.

Costs and expenses of AB Private Credit Investors LLC in its capacity as both the Administrator and the Adviser that are eligible for reimbursement by the Fund are reasonably allocated to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator. The Fund does not reimburse the Administrator for any services for which it receives a separate fee, or for (a) rent, depreciation, utilities, capital equipment or other administrative items and (b) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any controlling person of the Administrator. The Administrator does not charge the Fund any fees for its services as Administrator.

Managing Dealer Agreement

On August 7, 2024, the Fund entered into a Managing Dealer Agreement with AllianceBernstein Investments, Inc. (the “Managing Dealer”), pursuant to which the Managing Dealer has agreed to, among other things, manage the Fund’s relationships with third-party brokers engaged by the Managing Dealer to participate in the distribution of Common Shares, which are referred to as “participating brokers,” and financial advisers. The Managing Dealer also coordinates the Fund’s marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the offering, the Fund’s investment strategies, material aspects of the Fund’s operations and subscription procedures. The Adviser may use its management fee revenues, as well as its past profits or its resources from any other source to pay the Managing Dealer for expenses incurred in connection with providing services intended to result in the sale of shares of the Fund and/or shareholder support services. The Fund does not pay referral or similar fees to the Managing Dealer or any accountants, attorneys or other persons in connection with the distribution of the Fund’s shares.

Under the terms of the Managing Dealer Agreement, the Managing Dealer will serve as the managing dealer for the Offering. The Managing Dealer will be entitled to receive shareholder servicing and/or distribution fees monthly in arrears at a contractual rate of 0.85% per annum of the aggregate value of the Fund’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Managing Dealer will be entitled to receive shareholder servicing fees monthly in arrears at a contractual rate of 0.25% per annum of the aggregate value of the Fund’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees will be paid with respect to Class I shares. The shareholder servicing and/or distribution fees will be paid monthly in arrears. The shareholder servicing and/or distribution fees will be payable to the Managing Dealer, but the Managing Dealer will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.

The Managing Dealer will cease receiving the distribution and/or shareholder servicing fee on Class S shares and Class D shares upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Fund with or into another entity, or the sale or other disposition of all or substantially all of the Fund’s assets, or (iii) the date following the completion of the primary portion of the Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering is equal to 10% of the gross proceeds from such Offering.

In addition, at the end of the month in which the Managing Dealer in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to any single share held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such share (or a lower limit as determined by the Managing Dealer or the applicable broker), the Managing Dealer shall cease receiving the shareholder servicing and/or distribution fee on either (i) each such share that would exceed such limit or (ii) all Class S shares and Class D shares in such shareholder’s account. At the end of such month, the applicable Distribution Shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV.

Expense Support and Conditional Reimbursement Agreement

On August 7, 2024, the Fund entered into the Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance the Fund’s Operating Expenses (as defined below) (each, a “Required Expense Payment”) to the extent that such expenses exceed 1.00% (on an annualized basis) of the Fund’s NAV. Any Required Expense Payment must be paid by the Adviser to the Fund in any combination of cash or other immediately available funds, and/or offset against amounts due from the Fund to the Adviser or its affiliates. For purposes hereof, “Operating Expenses” means all of the Fund’s operating costs and expenses incurred (including organization and offering expenses), as determined in accordance with GAAP for investment companies, less base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, and borrowing costs.

The Adviser may elect to pay certain additional expenses on the Fund’s behalf, provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Fund (a “Voluntary Expense Payment”). Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Fund in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Fund to the Adviser or its affiliates.

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

No Reimbursement Payment for any month shall be made if: (1) the Fund’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Fund’s Operating Expense Ratio exceeds 1.00% (on an annualized basis). The “Operating Expense Ratio” is calculated by dividing Operating Expenses, by the Fund’s monthly average net assets.

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

For the three and nine months ended September 30, 2024, the Fund is entitled to reimbursements from the Adviser in the amount of $994,736 and $2,647,524 respectively, of which $0 remains outstanding as of September 30, 2024. For the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023, the Fund incurred reimbursements of $186,136 and $463,345 respectively.

Transfer Agency Agreement

On August 7, 2024, the Fund and AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Fund, entered into an agreement pursuant to which ABIS will provide transfer agent services to the Fund. The Fund bears the expenses related to the agreement with ABIS.

For the three and nine months ended September 30, 2024, the Fund incurred $3,331 and $8,775 , respectively, in transfer agent fees. As of September 30, 2024 and December 31, 2023, $8,774 and $0, respectively, of accrued transfer agent fees remained payable. For the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023, the Fund did not incur any transfer agent fees.

Co-investment Activity

The Fund may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the trustees who are not interested persons, and in some cases, the prior approval of the SEC. The Fund, the Adviser and certain of their affiliates have been granted exemptive relief by the SEC for the Fund to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Fund’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Fund generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board makes certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Fund and its shareholders and do not involve overreaching of the Fund or its shareholders by another participant in the co-investment transaction, (2) the transaction is consistent with the interests of the Fund’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Fund, and the Fund’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing and (4) the proposed investment by the Fund would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. As a result of exemptive relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolio of other funds managed by the Adviser or its affiliates that could avail themselves of the exemptive relief and that have an investment objective similar to the Fund’s.

Borrowings

Credit Facilities

Scotia Credit Facility

On May 2, 2024, the Fund entered into a Senior Secured Credit Agreement with The Bank of Nova Scotia, as the administrative agent, and the lenders party thereto from time to time (the “Scotia Credit Facility”).

The Scotia Credit Facility is expected to be guaranteed by certain of the Fund’s domestic subsidiaries that are formed or acquired by the Fund in the future (collectively, the “Guarantors”). Proceeds of the Scotia Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

The Scotia Credit Facility provides for a revolving credit facility in an initial amount of up to $75,000,000 subject to availability under the borrowing base, which is based on the Fund’s portfolio investments and other outstanding indebtedness. Maximum capacity under Scotia Credit Facility may be increased to $400,000,000 through the exercise by the Fund of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Scotia Credit Facility also provides for a term loan in an aggregate principal amount of $25,000,000. The Scotia Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Fund and each Guarantor, subject to certain exceptions, and includes a $15,000,000 sublimit for swingline loans.

The availability period with respect to the revolving credit facility under the Scotia Credit Facility will terminate on May 2, 2028 (the “Commitment Termination Date”) and the Scotia Credit Facility will mature on May 2, 2029 (the “Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Fund will be obligated to make mandatory prepayments under the Scotia Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Fund may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Scotia Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus a margin of 2.15% per annum, or (ii) the alternate base rate plus a margin of 1.15% per annum. The Fund may elect either the term SOFR or alternate base rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Fund’s option, subject to certain conditions. Amounts drawn under the Scotia Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin (including any applicable credit spread adjustment). The Fund will also pay a fee of 0.375% on daily undrawn amounts under the Scotia Credit Facility.

The Scotia Credit Facility includes customary covenants, including certain limitations on the incurrence by the Fund of additional indebtedness and on the Fund’s ability to make distributions to its shareholders, or redeem, repurchase or retire common shares, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

ABPLF Credit Facility

On May 2, 2024, ABPLF entered into a Credit Agreement with ABPLF as borrower, the Adviser, as collateral manager, the lenders from time to time parties thereto, The Bank of Nova Scotia, as administrative agent, U.S. Bank Trust Company, National Association, as collateral administrator and collateral agent, and U.S. Bank National Association, as custodian (the “ABPLF Credit Facility” and, together with the Scotia Credit Facility, the “Credit Facilities”). The ABPLF Credit Facility provides for a total commitment amount of up to $200,000,000, which is split between the Class A-R Loans and the Swingline Loans, on a revolving basis, and in the case of the Class A-T Loans, on a term basis. The total Class A-R commitment as of the closing date is $25,000,000 and will increase automatically to (x) $50,000,000 on the two-month anniversary of the closing date and (y) $100,000,000 on the eight-month anniversary of the closing date. The total Class A-T commitment as of the closing date is $100,000,000. Amounts drawn under the ABPLF Credit Facility, will bear interest at either the Term SOFR Reference Rate, or the weighted average of the Commercial Paper Rate, the Liquidity Funding Rate and the Credit Funding Rate (each as defined in the ABPLF Credit Agreement, the “Applicable Rate”), in each case, plus a margin. Advances used to finance the purchase or origination of any eligible loans under the ABPLF Credit Facility initially bear interest at the Applicable Rate plus a spread of 2.50%. After the expiration of a two-year reinvestment period, the applicable margin on outstanding advances will be increased by 0.50% per annum. The availability period with respect to the revolving commitments under the ABPLF Credit Facility will terminate on May 2, 2026.

The ABPLF Credit Facility is secured by ABPLF’s right, title and interest in the pledged collateral, which includes (but is not limited to): all collateral loans; the custodial accounts, the eligible accounts, and the eligible investments; cash, money, securities, reserves and other property of ABPLF; all related property; and certain agreements entered into in connection with the ABPLF Credit Facility. The stated maturity date of the ABPLF Credit Facility is May 2, 2033.

The ABPLF Credit Facility includes customary covenants, including certain limitations on the incurrence by ABPLF of additional indebtedness, as well as customary events of default.

The Fund’s outstanding borrowings through the Credit Facilities as of September 30, 2024 were as follows:


	Aggregate Borrowing Amount Committed		Outstanding Borrowing		Amount Available		Carrying Value
Scotia Credit Facility	$	75,000,000	$	16,500,000	$	58,500,000	$	16,500,000
Scotia Term Loan		25,000,000		25,000,000		—		25,000,000
ABPLF Credit Facility		50,000,000		26,000,000		24,000,000		26,000,000
ABPLF Term Loan		100,000,000		100,000,000		—		100,000,000
Total	$	250,000,000	$	167,500,000	$	82,500,000	$	167,500,000

As of September 30, 2024, deferred financing costs and debt issuance costs were $1,563,708 and $1,116,935, respectively, which remain to be amortized, and are reflected on the consolidated statements of assets and liabilities.

Interest Expense on Borrowings

For the three and nine months ended September 30, 2024, the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2024 the components of interest and other debt expenses related to the borrowings were as follows:


	For the Three Months Ended September 30, 2024			For the Three Months Ended September 30, 2023		For the nine months ended September 30, 2024			For the Period from June 8, 2023 (Inception) to September 30, 2023
Interest and borrowing expenses	$	3,376,510		$	—	$	5,661,991		$	—
Commitment fees		42,599			—		67,974			—
Amortization of deferred financing costs		346,921			—		738,923			—
Total	$	3,766,030		$	—	$	6,468,888		$	—
Weighted average interest rate(1) (2)		8.71	%		—		8.94	%		—
Average outstanding balance(2)	$	172,016,304		$	—	$	174,286,184		$	—

(1)

Calculated as the annualized amount of the stated interest and borrowing expense divided by average borrowings for the period.

(2)

Calculated for the period from initial drawdowns of the Credit Facilities through September 30,2024

Fair value Measurement

The Fund determines the NAV for each class of shares each month as of the last day of each calendar month. The NAV per share for each class of shares is determined by dividing the value of total assets attributable to the class minus liabilities, including accrued fees and expenses, attributable to the class by the total number of Common Shares outstanding of the class at the date as of which the determination is made.

The Fund conducts the valuation of its investments, upon which our NAV is based, at all times consistent with GAAP and the 1940 Act. The Fund values its investments in accordance with ASC 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 820 prioritizes the use of observable market prices or values derived from such prices over entity-specific inputs. Additional information regarding the fair value hierarchy of ASC 820 follows below. 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.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings, and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC 820, these inputs are summarized in the three levels listed below:

•

Level 1 - Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

•

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

•

Level 3 - Valuations based on inputs that are unobservable and significant to the 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 observable input that is significant to the fair value measurement. The 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.

Pursuant to the amended SEC Rule 2a-5 the 1940 Act, the Board designated the Adviser as the Fund’s “valuation designee.” In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

Active, publicly traded instruments are classified as Level 1 and their values are generally based on quoted market prices, even if both the market’s normal daily trading volume is not sufficient to absorb the quantity held and placing orders to sell the position in a single transaction might affect the quoted price.

The Fund’s valuation policy considers the fact that no ready market may exist for many of the securities in which it invests and that fair value for its investments must be determined using unobservable inputs.

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 Fund uses 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 Fund will use these quotations to determine the value of its investments. The Fund 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 at least two principal market makers or primary market dealers. 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 whose market prices are not readily available, as is the case for a substantial portion of the Fund’s investments, are valued at fair value as determined in good faith pursuant to procedures adopted by, and under the oversight of, the Board, based on, among other things, the input of the Adviser and independent third-party valuation firms engaged at the direction of the Board to review the Fund’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. The Board may modify the Fund’s valuation procedures from time to time.

With respect to the quarterly valuation of investments, the Fund undertakes a multi-step valuation process each quarter in connection with determining the fair value of its 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 loan being preliminarily valued by the Adviser’s Fair Value Committee (the “ Fair Value Committee”) in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;

•

An independent valuation firm is engaged to prepare quarter-end valuations for the majority of investments, as determined by the Adviser. The independent valuation firm undertakes a full analysis of the investments and provides a range of values on such investments to the Adviser. The independent valuation firm also provides analyses to support their valuation methodology and calculations;

•

For investments not valued by an independent valuation firm, the Adviser will determine the valuation and the independent valuation firm will provide a positive assurance;

•

The Adviser’s Fair Value Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and to ensure the valuations are reasonable; and

•

The Audit Committee reviews the valuation recommendations made by the Adviser’s Fair Value Committee, including the independent valuation firms’ quarterly valuations, and once approved, recommends them for approval by the Board.

When the Fund determines its NAV as of the last day of a month that is not also the last day of a calendar quarter, the Adviser’s valuation team will prepare preliminary fair value estimates for each investment consistent with the methodologies set forth in the valuation policy. If an individual asset for which reliable market quotations are not readily available is known by the Adviser’s valuation team to have experienced a significant observable change since the most recent quarter end, an independent valuation firm may from time-to-time be asked by the Adviser’s valuation team to provide an independent fair value range for such asset. The independent valuation firm will provide a final range of values for each such investment to the Adviser’s Fair Value Committee, along with analyses to support its valuation methodology and calculations.

A significant observable event generally refers to the material loss of physical assets, a payment default or payment deferral, a bankruptcy filing or a liquidity event relating to the interests held or the issuer.

As part of the valuation process, the Fund will take into account relevant factors in determining the fair value of its 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 Fair Value Committee or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.

In determining the fair value of the Fund’s Level 3 debt and equity positions, the Adviser and the independent valuation firms use the following factors where relevant: loan to value (“LTV”) based on an enterprise value determined using the original purchase price, public equity comparable, recent M&A transaction, and a discounted cash flow (“DCF”) analysis, and yields from comparable loans, comparable high yield bonds, high yield indexes and loan indexes (“comparable yields”).

Due to the inherent uncertainty of valuations, however, estimated fair values may differ from the values that would have been used had a readily available market for the securities existed and the differences could be material.

The following tables summarizes the valuation of the Fund’s investments as of September 30, 2024:


Assets*	Level 1		Level 2		Level 3		Total
Cash Equivalents
Money Market Funds	$	16,538,614	$	—	$	—	$	16,538,614
Total Cash Equivalents	$	16,538,614	$	—	$	—	$	16,538,614

Assets*
1st Lien/Senior Secured Debt	$	—	$	—	$	266,501,331	$	266,501,331
2nd Lien/Junior Secured Debt		—		—		901,862		901,862
Total	$	—	$	—	$	267,403,193	$	267,403,193
Total assets							$	283,941,807

* See consolidated schedule of investments for industry classifications.

The following is a reconciliation of Level 3 Assets for the nine months ended September 30, 2024:


	1st Lien/Senior Secured Debt			2nd Lien/Junior Secured Debt			Total
Balance as of January 1, 2024	$	—		$	—		$	—
Purchases (including capitalized PIK)		289,340,791			901,862			290,242,653
Sales and principal repayments		(23,714,627	)		—			(23,714,627	)
Realized gain		7,172			—			7,172
Net amortization of premium/discount		449,929			5,616			455,545
Net change in unrealized appreciation (depreciation)		418,066			(5,616	)		412,450
Balance as of September 30, 2024	$	266,501,331		$	901,862		$	267,403,193
Change in unrealized appreciation (depreciation) for investments still held		418,066			(5,616	)		412,450

The following tables present the ranges of significant unobservable inputs used to value the Fund’s Level 3 investments as of September 30, 2024. There were no Level 3 investments as of December 31, 2023. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Fund’s Level 3 investments.

Fair Value as of
September 30, 2024

Valuation Techniques

Unobservable
Input

Range/Input (Weighted
Average)(1)

Impact to
Valuation from
an Increase in
Input

Assets:

1st Lien/Senior Secured Debt

239,886,116

Market Yield Analysis

Market Yield

7.6% - 12.9% (9.6%)

Decrease

1st Lien/Senior Secured Debt

12,016,972

Expected repayment

Redemption Price

N/A

Increase

1st Lien/Senior Secured Debt

14,598,243

Recent purchase

Purchase Price

N/A

2nd Lien/Junior Secured Debt

901,862

Market Yield Analysis

Market Yield

15.00

Decrease

Total Assets

267,403,193

(1)

Weighted averages are calculated based on fair value of investments.

Commitments and Contingencies

Commitments

The Fund may enter into commitments to fund investments. As of September 30, 2024 the Adviser believed that the Fund had adequate financial resources to satisfy its unfunded commitments. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. The Fund had the following unfunded commitments by investment type as of September 30, 2024:


			9/30/2024
Investment Name	Facility Type	Commitment Expiration Date (1)	Unfunded Commitment (2)		Fair Value (3)
AAH Topco, LLC	Revolver	12/22/2027		278,823		(3,529	)
Admiral Buyer, Inc	Delayed Draw Term Loan	8/17/2026		87,727		—
Admiral Buyer, Inc	Revolver	5/8/2028		487,579		—
AmerCareRoyal, LLC	Delayed Draw Term Loan	9/10/2026		232,088		—
AmerCareRoyal, LLC	Delayed Draw Term Loan	10/25/2024		160,159		(805	)
AmerCareRoyal, LLC	Revolver	9/10/2030		94,501		(955	)
Avalara, Inc	Revolver	10/19/2028		397,545		—
Avant Communications, LLC	Revolver	11/30/2026		216,876		—
Azurite Intermediate Holdings, Inc	Delayed Draw Term Loan	3/30/2026		750,644		(1,881	)
Azurite Intermediate Holdings, Inc	Revolver	3/19/2031		331,111		(3,345	)
Banneker V Acquisition, Inc.	Revolver	12/4/2025		188,434		(2,385	)
Bonterra LLC	Revolver	9/8/2027		71,963		(544	)
Brightspot Buyer, Inc	Revolver	11/16/2027		198,639		(3,025	)
BSI2 Hold Nettle, LLC	Revolver	6/30/2028		125,808		(951	)
BusinesSolver.com, Inc.	Delayed Draw Term Loan	12/1/2024		351,144		—
BV EMS Buyer, Inc.	Revolver	11/23/2027		23,471		—
Community Based Care Acquisition, Inc.	Revolver	9/16/2027		331,096		(1,664	)
Datacor, Inc.	Delayed Draw Term Loan	3/13/2026		1,379,153		—
Datacor, Inc.	Revolver	3/13/2029		275,831		—
Demeter Merger Sub LLC	Delayed Draw Term Loan	11/1/2024		864,078		—
Demeter Merger Sub LLC	Revolver	5/1/2029		345,631		—
EET Buyer, Inc.	Revolver	11/8/2027		379,836		—
Exterro, Inc.	Revolver	6/1/2027		311,967		—
Foundation Risk Partners, Corp.	Revolver	10/29/2029		447,125		—
Fusion Holding Corp	Revolver	9/14/2027		441,024		(13,640	)
GS AcquisitionCo, Inc.	Delayed Draw Term Loan	3/26/2026		40,859		—
GS AcquisitionCo, Inc.	Revolver	5/25/2028		26,807		(135	)
Hirevue, Inc.,	Revolver	5/3/2029		316,616		(4,008	)
Honor HN Buyer, Inc	Delayed Draw Term Loan	1/31/2025		255,921		—
Honor HN Buyer, Inc	Revolver	10/15/2027		102,500		—
Iodine Software, LLC	Delayed Draw Term Loan	12/31/2024		1,119,649		—
Iodine Software, LLC	Revolver	5/19/2027		372,658		—
Mavenlink, Inc	Revolver	6/3/2027		48,545		(1,117	)
Medical Management Resource Group, L.L.C.	Revolver	9/30/2026		36,364		(648	)
MMP Intermediate, LLC	Revolver	2/15/2029		237,383		(595	)
MSP Global Holdings,Inc	Delayed Draw Term Loan	4/8/2026		220,984		(1,670	)
MSP Global Holdings,Inc	Revolver	4/9/2029		413,317		(3,123	)
Nasuni Corporation	Revolver	9/10/2030		311,063		(4,737	)
Navigate360, LLC	Delayed Draw Term Loan	3/6/2025		595,507		(2,993	)
Navigate360, LLC	Revolver	3/17/2027		256,832		(3,251	)
NC Topco, LLC	Delayed Draw Term Loan	8/31/2026		387,395		(1,947	)
NC Topco, LLC	Revolver	9/1/2031		154,179		(1,557	)
NMI AcquisitionCo, Inc.	Revolver	9/6/2028		194,966		(2,468	)
Ping Identity Corporation	Revolver	10/17/2028		449,029		—
Priority Ondemand Midco 2,L.P	Delayed Draw Term Loan	7/15/2026		1,107,696		—
Ranger Buyer Inc	Revolver	11/18/2027		364,822		—
Rep Tec Intermediate Holdings,Inc.,	Revolver	12/1/2027		96,955		—
Ridge Trail US Bidco, Inc	Delayed Draw Term Loan	3/30/2027		266,540		(2,014	)
Ridge Trail US Bidco, Inc	Revolver	3/30/2031		74,949		(1,141	)
Sako and Partners Lower Holdings LLC	Revolver	9/15/2028		372,670		(1,873	)
Sandstone Care Holdings,LLC	Delayed Draw Term Loan	6/28/2025		91,231		(9,023	)
Sauce Labs Inc	Delayed Draw Term Loan	2/10/2025		554,568		(8,445	)
Sauce Labs Inc	Revolver	8/16/2027		487,754		(12,507	)
Serrano Parent, LLC	Revolver	5/13/2030		527,459		(13,525	)
Soladoc, LLC	Revolver	6/12/2028		222,403		(8,066	)
Telcor Buyer Inc	Revolver	8/20/2027		113,480		—
Thrive Buyer, Inc	Revolver	1/22/2027		16,648		—
Towerco IV Holdings, LLC	Delayed Draw Term Loan	7/17/2026		346,678		—
Ungerboeck Systems International, LLC	Revolver	4/30/2027		17,385		(176	)
Vehlo Purchaser, LLC	Revolver	5/24/2028		214,286		—
Veracross LLC	Revolver	12/28/2027		219,888		(2,221	)
Visionary Buyer LLC	Delayed Draw Term Loan	3/23/2026		1,436,539		—
Visionary Buyer LLC	Revolver	3/21/2030		429,884		(1,077	)
Wealth Enhancement Group, LLC	Revolver	10/2/2028		176,661		—
Zendesk, Inc.	Revolver	11/22/2028		497,725		—
Zendesk, Inc.	Delayed Draw Term Loan	11/22/2025		1,208,761		—
Total				23,157,809		(121,041	)

(1)

Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)

Net of capitalized fees, expenses and original issue discount (“OID”).

(3)

A negative fair value was reflected as investments, at fair value, in the consolidated statements of assets and liabilities. The negative fair value is the result of the capitalized discount on the loan.

Contingencies

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

As of September 30, 2024, the cumulative amount subject to recoupment by the Adviser amounts to $3,166,257.

Net Assets

Distribution Reinvestment Plan

On May 30, 2024, the Fund adopted a distribution reinvestment plan. See Note 2–Significant Accounting Policies–Distributions.

No shares were distributed pursuant to the distribution reinvestment plan during the nine months ended September 30, 2024.

Transactions in Shares

The following table summarizes the total Shares issued and proceeds related to the Offering:


Share Issue Date	Shares Issued		Proceeds Received
For the Nine Months Ended September 30, 2024
May 1, 2024		4,400,000		110,000,000
September 1, 2024		34,393		900,000
Total		4,434,393	$	110,900,000

Share Repurchase Program

Beginning no later than the first full calendar quarter following the date on which the Offering begins, and at the discretion of the Board, the Fund intends to commence a share repurchase program in which the Fund intends to repurchase, in each quarter, up to 5% of the Fund’s Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the Fund’s best interest and the best interest of the Fund’s shareholders. As a result, share repurchases may not be available each quarter.

The Fund expects to repurchase shares pursuant to tender offers each quarter using a purchase price that will be disclosed in accordance with Securities Exchange Act of 1934, as amended (the “Exchange Act”), tender offer rules, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such purchase price (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders.

The Fund intends to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Distributions

Distributions to shareholders are recorded on the record date. To the extent that the Fund has income available, the Fund intends to distribute monthly distributions to its shareholders. The Fund’s monthly distributions, if any, will be determined by the Board. Any distributions to the Fund’s shareholders will be declared out of assets legally available for distribution.

The following table summarizes distributions declared for the Fund's Class I shares during the nine months ended September 30, 2024:

Date Declared

Record Date

Payment Date

Amount Per Share

Dollar Amount

9/27/2024

10/23/2024

1.37

6,076,005

Initial Portfolio

On May 1, 2024, the Fund acquired from Equitable Financial Life Insurance Company, an affiliated insurance company owned by Equitable Holdings, Inc. (the “Seller”), a select portfolio of directly originated, privately negotiated corporate loans to borrowers in the U.S. middle market (the “Initial Portfolio”). The Fund issued 4,400,000 Class I shares at $25.00 per share and used $171.3 million of $178.0 million total borrowings under the Scotia Credit Facility, to purchase the Initial Portfolio from the Seller for an aggregate purchase price of $281.3 million.

Financial Highlights

Below is the schedule of financial highlights of the Fund for Class I shares for the nine months ended September 30, 2024:


Per Share Data: (1)
Net asset value, beginning of period	$	25.00
Net investment income (loss)		1.39
Net realized and unrealized gains (losses) on investments		0.08
Net increase (decrease) in net assets resulting from operations	$	1.47
Distributions to stockholders	$	(1.37	)
Net asset value, end of period	$	25.10
Shares outstanding, end of period		4,434,393
Total return at net asset value before incentive fees(2)(3)		6.28	%
Total return at net asset value after incentive fees(2)(3)		5.90	%
Ratio/Supplemental Data:
Net assets, end of period	$	111,319,545
Ratio of total expenses to weighted average net assets(4)		20.09	%
Ratio of net expenses to weighted average net assets(4)		16.03	%
Ratio of net investment income (loss) before waivers to weighted average net assets (4)		9.58	%
Ratio of net investment income (loss) after waivers to weighted average net assets(4)		13.63	%
Ratio of interest and credit facility expenses to weighted average net assets(4)		13.72	%
Ratio of incentive fees to weighted average net assets(4)		0.34	%
Portfolio turnover rate		8.65	%
Asset coverage ratio(5)		166	%

(1)

The per share data was derived by using the weighted average shares outstanding during the applicable period, except for distributions recorded which reflects the actual amount per share for the applicable period.

(2)

Total return based on NAV is calculated as the change in NAV per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Fund’s distribution reinvestment plan.

(3)

Not annualized.

(4)

Annualized, except for offering, incentive fees, and organizational expenses.

(5)

Asset coverage ratio is equal to (i) the sum of (A) net assets at end of period and (B) debt outstanding at end of period, divided by (ii) total debt outstanding at the end of the period.

10.

Subsequent Events

Subsequent events after the date of the Consolidated Statements of Assets and Liabilities have been evaluated through the date the consolidated financial statements were issued.The Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

Amended and Restated Expense Support and Conditional Reimbursement Agreement

On October 28, 2024, the Fund entered into an amended and restated expense support and conditional reimbursement agreement (the “Amended Expense Support Agreement”) with the Adviser, which amends and restates the Expense Support Agreement. The Fund entered into the Amended Expense Support Agreement for purposes of clarifying the periods for which reimbursement payment amounts will be determined. No other material terms were amended in connection with the Amended Expense Support Agreement.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Fund, its current and prospective portfolio investments, its industry, its beliefs and opinions, and its assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Fund’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

• an economic downturn could impair the Fund’s portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of the Fund’s investments in such portfolio companies;

• such an economic downturn could disproportionately impact the companies that the Fund intends to target for investment, potentially causing the Fund to experience a decrease in investment opportunities and diminished demand for capital from these companies;

• a contraction of available credit and/or an inability to access the equity markets could impair the Fund’s lending and investment activities;

• interest rate volatility could adversely affect the Fund’s results, particularly if the Fund elects to use leverage as part of its investment strategy.

• the Fund’s future operating results;

• the Fund’s business prospects and the prospects of the Fund’s portfolio companies;

• the Fund’s contractual arrangements and relationships with third parties;

• the ability of the Fund’s portfolio companies to achieve their objectives;

• competition with other entities and the Fund’s affiliates for investment opportunities;

• the speculative and illiquid nature of the Fund’s investments;

• the use of borrowed money to finance a portion of the Fund’s investments;

• the adequacy of the Fund’s financing sources and working capital;

• the loss of key personnel;

• the timing of cash flows, if any, from the operations of the Fund’s portfolio companies;

• the ability of the Adviser and AB High Yield (as defined below) to locate suitable investments for the Fund and to monitor and administer the Fund’s investments;

• the ability of the Adviser and AB High Yield to attract and retain highly talented professionals;

• the Fund’s ability to qualify and maintain its qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);

• the effect of legal, tax and regulatory changes; and

• the other risks, uncertainties and other factors the Fund identifies under “Risk Factors” in its prospectus, as filed with the SEC on August 7, 2024, as amended on August 22, 2024 and as may be amended and supplement further from time to time (the “Prospectus”).

Although the Fund believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by the Fund that the Fund’s plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Risk Factors” in the Prospectus, and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, the Fund assumes no duty and does not undertake to update the forward-looking statements. The forward-looking statements and projections contained in this Quarterly Report are

excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because the Fund is an investment company.

The following analysis of the Fund’s financial condition and results of operations should be read in conjunction with the Fund’s consolidated financial statements and the related notes thereto contained elsewhere in this Quarterly Report.

Overview

The Fund is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Formed as a Delaware statutory trust on June 8, 2023, the Fund is externally managed by AB Private Credit Investors LLC (the “Adviser” or “AB-PCI”), which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the U.S. Securities and Exchange Commission (“SEC”). We also intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code.

Under the Fund’s Advisory Agreement (as defined below), the Fund has agreed to pay the Adviser an annual management fee as well as an incentive fee based on its investment performance. Also, under the Administration Agreement (as defined below), the Fund has agreed to reimburse the Adviser (in its capacity as administrator, the “Administrator”) for the allocable portion of expenses incurred by the Administrator in performing its obligations under the Administration Agreement. The Fund also will be liable to reimburse the Administrator for the Fund’s allocable portion of compensation of the Administrator’s personnel, including but not limited to the compensation and related expenses of the Fund’s chief compliance officer, chief financial officer and their respective staffs. The Administrator may defer or waive rights to be reimbursed for the costs and expenses noted above including the Fund’s allocable portion of compensation of the Administrator’s personnel. The Administrator will not charge the Fund any fees for its services as Administrator. AB-PCI and AB High Yield (as defined below) are both affiliates and subsidiaries of AllianceBernstein L.P. (“AB”)

The Fund’s investment objective is to generate attractive risk-adjusted returns, predominantly in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. The portfolio is expected to consist primarily of directly originated, privately negotiated corporate loans to borrowers in the US middle market, typically involving a private equity backed issuer, and in more limited instances, venture capital supported or independently owned issuers. The Fund seeks to additionally invest in broadly syndicated loans and bonds from private and public issuers to facilitate the immediate deployment of investors’ capital subscriptions, maintain liquidity requirements, and for opportunistic purposes.

The Fund’s investment strategy focuses on directly originated, privately negotiated senior secured credit investments in primarily U.S.-based middle market companies. The Fund will primarily invest in businesses with enterprise values of $200.0 million to $2.0 billion and/or EBITDA between $10.0 million and $75.0 million, at the time of investment. The enterprise value of a company is defined as equity value, plus debt, less cash and is calculated based on a range of valuation techniques, including discounted cash flows, publicly traded comparable company analysis, and comparable transactions analysis. Calculations of EBITDA may be subject to various adjustments deemed appropriate by AB-PCI. Examples include, but are not limited to, non-cash expenses, non-recurring expenses, expected synergies or cost reductions, run-rate impact of new locations or assets, and acquisition or disposition related adjustments. The Fund may invest in larger or smaller companies if they operate in a sector where AB-PCI has expertise and/or exhibit credit characteristics consistent with our investment process, and where we believe an attractive relative risk-adjusted return can be generated for investors.

The Fund is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). For so long as the Fund remains an emerging growth company under the JOBS Act, the Fund will be subject to reduced public company reporting requirements. The Fund expects to remain an emerging growth company until the earliest of:

•

the last day of the Fund’s fiscal year in which the fifth anniversary occurs of the date of the first sale of common equity securities pursuant to an effective registration statement;

•

the end of the fiscal year in which the Fund’s total annual gross revenues first equal or exceed $1.235 billion;

•

the date on which the Fund has, during the prior three-year period, issued more than $1.0 billion in non-convertible debt; and

•

the last day of a fiscal year in which the Fund (1) has an aggregate worldwide market value of shares of its common stock held by non-affiliates of $700.0 million or more, computed at the end of each fiscal year as of the last business day of the Fund’s most recently completed second fiscal quarter and (2) has been an Exchange Act reporting company for at least one year (and filed at least one annual report under the Exchange Act).

Under the JOBS Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Fund is exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that the Fund’s independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting, until such time as the Fund ceases to be an emerging growth company and becomes an accelerated filer as defined in Rule 12b-2 under the Exchange Act. This may increase the risk that material weaknesses or other deficiencies in the Fund’s internal control over

financial reporting go undetected.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Fund intends to take advantage of the extended transition period.

Initial Portfolio

On May 1, 2024, shortly prior to our election to be regulated as a BDC, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, the Fund acquired from Equitable Financial Life Insurance Company, an affiliated insurance company owned by Equitable Holdings, Inc. (the “Seller”), a select portfolio of directly originated, privately negotiated corporate loans to borrowers in the U.S. middle market (the “Initial Portfolio”). The Fund issued 4,400,000 Class I shares at $25.00 per share and used $171.3 million of $178.0 million total borrowings under the Scotia Credit Facility (as defined below), to purchase the Initial Portfolio from the Seller for an aggregate purchase price of $281.3 million. The Fund purchased the Initial Portfolio pursuant to the terms of an Asset Purchase Agreement and a Subscription Agreement by and between us and the Seller.

The Initial Portfolio is comprised of performing U.S. dollar-denominated private credit investments that the Fund believes exhibit attractive risk-adjusted returns, diversification and qualities consistent with those prioritized by AB-PCI during the investment process. The investments and unfunded obligations in the Initial Portfolio are consistent with the Fund’s investment objectives, investment strategy and the investment requirements set forth under the 1940 Act and were selected using the same origination standards and selective investment approach that the Adviser intends to employ for the Fund going forward.

Investments

Under normal circumstances, the Fund will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit and credit-related instruments issued by corporate issuers (including loans, notes, bonds and other corporate debt securities). If the Fund changes its 80% test, it will provide shareholders with at least 60 days’ prior notice of such change. The Fund’s level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

The Fund plans to 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. The Fund’s 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 the Fund’s 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, the Fund 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. The Fund 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.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser and AB (in its capacity as sub-adviser of the Fund, “AB HighYield”), when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits of such personnel allocable to such services, will be provided and paid for by the Adviser and the Sub-Adviser, as applicable. We will bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement, dated August 7, 2024, between the Fund and the Adviser (the “Advisory Agreement”), and to AB High Yield, pursuant to

the Sub-Advisory Agreement, dated August 7, 2024, between the Adviser and AB High Yield; (b) the costs and expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, dated August 7, 2024, by and between the Fund and the Administrator. We also will be liable to reimburse the Administrator for the Fund’s allocable portion of compensation of the Administrator’s personnel, including but not limited to: (i) the Fund’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 Fund; and (iii) any internal audit group personnel of AB-PCI or any of its affiliates. The Administrator may defer or waive rights to be reimbursed for the costs and expenses noted above including the Fund’s allocable portion of compensation of the Administrator’s personnel; and (c) all other expenses of our operations, administrations and transactions.

From time to time, AB-PCI (in its capacity as the Adviser and the Administrator), AB High Yield or their affiliates may pay third-party providers of goods or services. We will reimburse AB-PCI (in its capacity as the Adviser and the Administrator), AB High Yield or such affiliates thereof for any such amounts paid on our behalf. From time to time, AB-PCI (in its capacity as the Adviser and the Administrator) and AB High Yield may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described in “Item 1. Financial Statements-Notes to Financial Statements-Note 3. Related Party Transactions”.

Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support and Conditional Reimbursement Agreement with our Adviser. For additional information, see “Item 1. Financial Statements—Notes to Financial Statement—Note 3 Related Party Transactions – Expense Support and Conditional Reimbursement Agreement.”

Recent Developments

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

Activity

The following table presents certain information regarding the Fund’s portfolio and investment activity:


	For the Three Months Ended September 30, 2024				For the nine months ended September 30, 2024				For the Three Months Ended September 30, 2023		For the Period from June 8, 2023 (Inception) to June 30, 2023
Investments in Portfolio Companies	$	(4,994,083	)	(1)	$	(286,455,723	)	(1)	$	—	$	—
Draw Downs against Revolvers and Delayed Draw Term Loan		(1,735,789	)			(4,122,936	)			—		—
Principal Repayments		20,544,827		(3)		23,714,627		(2)		—		—
Sales		—				—				—		—
Net Repayments (Investments)	$	13,814,955			$	(266,864,032	)		$	—	$	—

(1)

Includes investments in 73 portfolio companies.

(2)

Includes $1,541,589 in revolver and delayed draw term paydowns.

(3)

Includes $1,316,918 in revolver and delayed draw term paydowns.

The following table shows the composition of the investment portfolio and associated yield data as of September 30, 2024:


	As of September 30, 2024
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total			Weighted Average Yield(1)
First Lien Senior Secured Debt	$	266,083,265		93.09	%	$	266,501,331		93.10	%		11.71	%
Second Lien Junior Secured Debt		907,478		0.32	%		901,862		0.32	%		16.69	%
Cash and Cash equivalents		18,856,594		6.60	%		18,856,594		6.59	%
Total	$	285,847,337		100.00	%	$	286,259,787		100.00	%

(1)

Based upon the par value of the Fund’s debt investments.

The following table presents certain selected financial information regarding the debt investments in the Fund’s portfolio as of September 30, 2024:


	As of September 30, 2024
Number of portfolio companies		73
Percentage of debt bearing a floating rate(1)		100	%
Percentage of debt bearing a fixed rate(1)		—	%

(1)

Measured as a percentage of fair value basis and excluding equity securities.

The following table shows the amortized cost and fair value of the Fund’s performing and non-accrual debt investments as of September 30, 2024:


	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
Performing	$	266,990,743		100	%	$	267,403,193		100	%
Non-accrual	$	—		—	%	$	—		—	%
Total	$	266,990,743		100	%	$	267,403,193		100	%

The following tables show the composition of the investment portfolio (excluding cash and cash equivalents) by industry, at amortized cost and fair value as of September 30, 2024 (with corresponding percentage of total portfolio investments):


	As of September 30, 2024
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
Auto Components	$	5,415,302		2.03	%	$	5,416,161		2.03	%
Automobiles		5,447,717		2.04	%		5,499,999		2.06	%
Banks		3,985,458		1.49	%		4,031,681		1.51	%
Capital Markets		777,202		0.29	%		777,195		0.29	%
Chemicals		5,437,241		2.04	%		5,500,000		2.06	%
Commercial Services & Supplies		16,416,771		6.15	%		16,463,832		6.16	%
Construction & Engineering		4,112,521		1.54	%		4,133,187		1.55	%
Diversified Consumer Services		16,868,688		6.32	%		16,884,742		6.31	%
Diversified Financial Services		15,104,518		5.66	%		15,156,945		5.67	%
Diversified Telecommunication Services		33,958,941		12.72	%		34,102,428		12.75	%
Food & Staples Retailing		2,047,865		0.77	%		2,047,865		0.77	%
Health Care Equipment & Supplies		5,455,385		2.04	%		5,453,705		2.04	%
Health Care Providers & Services		27,782,140		10.41	%		27,682,440		10.35	%
Health Care Technology		15,616,159		5.85	%		15,713,284		5.88	%
Hotels, Restaurants & Leisure		8,465,913		3.17	%		8,516,030		3.18	%
Insurance		13,765,348		5.16	%		13,727,207		5.13	%
Internet and Direct Marketing Retail		5,314,392		1.99	%		5,400,413		2.02	%
Leisure Products		1,154,763		0.43	%		1,153,352		0.43	%
Media		2,004,619		0.75	%		2,016,550		0.75	%
Professional Services		16,886,094		6.32	%		16,945,467		6.34	%
Real Estate Management & Development		7,354,794		2.75	%		7,338,257		2.74	%
Software		37,486,932		14.04	%		37,286,177		13.94	%
Technology Hardware, Storage & Peripherals		16,131,980		6.04	%		16,156,276		6.04	%
	$	266,990,743		100.00	%	$	267,403,193		100.00	%

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

•

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

•

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

•

comparisons to the Fund’s other portfolio companies in the industry, if any;

•

attendance at and participation in board meetings or presentations by portfolio companies; and

•

review of monthly and quarterly consolidated financial statements and financial projections of portfolio companies.

Results of Operations

The following is a summary of the Fund’s operating results for the three and nine months ended September 30, 2024, the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023:


	For the Three Months Ended September 30, 2024			For the Nine Months Ended September 30, 2024			For the Period From June 8, 2023 (Inception) to September 30, 2024			For the Three Months Ended September 30, 2023
Total investment income	$	8,290,955		$	13,987,740		$	—		$	—
Total expenses		5,740,799			10,559,336			463,345			186,136
Less: expenses reimbursed by the Adviser		(994,736	)		(2,647,524	)		(463,345	)		(186,136	)
Income tax expense, including excise tax		—			—			—			—
Net investment income after tax		3,544,892			6,075,928			—			—
Net realized and change in unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Net realized and change in unrealized appreciation and depreciation on investments		42,761			419,622			—
Net increase in net assets resulting from operations	$	3,587,653		$	6,495,550		$	—		$	—

Investment Income

For the three and nine months ended September 30, 2024, the Fund’s investment income was comprised of $8,090,678 of interest income, which includes $455,545 from the net amortization of premium and accretion of discounts, $190,666 of payment-in-kind interest, and $130,577 of dividend income for both periods. For the three months ended September 30,2023, and the period from June 8, 2023 (Inception) to September 30, 2023 the Fund did not earn any investment income.

Operating Expenses

The following is a summary of the Fund’s operating expenses for the three and nine months ended September 30, 2024, the three months ended September 30, 2023 and for the period from June 8, 2023 (Inception) to September 30, 2023:


	For the Three Months Ended September 30, 2024		For the nine months ended September 30, 2024		For the Three Months Ended September 30, 2023		For the Period From June 8, 2023 (Inception) to September 30, 2023
Interest and borrowing expenses	$	3,766,030	$	6,468,888	$	—	$	—
Organizational expense		—		851,735		186,136		463,345
Offering fee expense		276,674		639,219		—		—
Income-based incentive fee		327,114		327,114		—		—
Other expenses		224,152		599,293		—		—
Management fees		359,762		590,752		—		—
Professional fees		730,201		927,257		—		—
Trustees’ fees		51,522		102,625		—		—
Capital Gain Incentive fees		5,344		52,453		—		—
Total expenses		5,740,799		10,559,336		186,136		463,345
Income tax expense, including excise tax		—		—		—		—
Total expenses	$	5,740,799	$	10,559,336	$	—	$	463,345

Interest and Borrowing Expenses

Interest and borrowing expenses include interest, amortization of deferred financing costs, upfront commitment fees and unused fees on the unused portion of the Credit Facilities. Interest and borrowing expenses for the three a

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. junior Bad

AB Private Lending Fund 10-Q2024 Q3 Quarterly report

Content analysis