TCG BDC II, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EX-32.2 - TCG BDC II, Inc.	bdc22q2020322exhibit.htm
EX-32.1 - EX-32.1 - TCG BDC II, Inc.	bdc22q2020321exhibit.htm
EX-31.2 - EX-31.2 - TCG BDC II, Inc.	bdc22q2020312exhibit.htm
EX-31.1 - EX-31.1 - TCG BDC II, Inc.	bdc22q2020311exhibit.htm
EX-10.1 - EX-10.1 - TCG BDC II, Inc.	bdc22q2020101exhibit.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2020


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

For the transition period to

Commission File No. 814-01248

TCG BDC II, INC.

(Exact name of Registrant as specified in its charter)


Maryland						81-5320146
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

520 Madison Avenue, 40th Floor, New York, NY 10022						(212) 813-4900
(Address of principal executive office) (Zip Code)						(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
N/A	N/A	N/A

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. (Check one):

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. x

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

The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at August 11, 2020 was 47,532,983.

TCG BDC II, INC.

INDEX



Part I.	Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of June 30 , 2020 (unaudited) and December 31, 2019	1
	Consolidated Statements of Operations for the three and six month periods ended June 30 , 2020 (unaudited) and June 30 , 2019 (unaudited)	2
	Consolidated Statements of Changes in Net Assets for the six month periods ended June 30, 2020 (unaudited) and June 30, 2019 (unaudited)	3
	Consolidated Statements of Cash Flows for the six month periods ended June 30 , 2020 (unaudited) and June 30 , 2019 (unaudited)	4
	Consolidated Schedules of Investments as of June 30 , 2020 (unaudited) and December 31, 2019	5
	Notes to Consolidated Financial Statements (unaudited)	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.	Controls and Procedures	58
Part II.	Other Information
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	60
	Signatures	61

TCG BDC II, INC.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(dollar amounts in thousands, except per share data)


	June 30, 2020		December 31, 2019
ASSETS	(unaudited)
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,646,337 and $1,368,431, respectively)	$	1,584,285	$	1,370,148
Cash and cash equivalents	25,615		18,937
Deferred financing costs	4,501		3,263
Receivable for investment sold	1,619		6,160
Interest receivable from non-controlled/non-affiliated investments	13,244		12,808
Prepaid expenses and other assets	1,375		2,330
Total assets	$	1,630,639	$	1,413,646
LIABILITIES
Secured borrowings (Note 5)	$	691,551	$	648,200

Due to Investment Adviser	466		516
Interest and credit facility fees payable (Note 5)	4,688		4,225
Dividend payable (Note 7)	21,390		17,275
Management and incentive fees payable (Note 4)	6,756		4,904
Administrative service fees payable (Note 4)	77		33
Other accrued expenses and liabilities	2,008		1,384
Total liabilities	726,936		676,537
Commitments and contingencies (Notes 6 and 9)
NET ASSETS
Common stock, $0.01 par value; 200,000,000 shares authorized; 47,532,983 and 35,769,223 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively	475		358
Paid-in capital in excess of par value	966,017		736,328


Total distributable earnings (loss)	(62,789)		423
Total net assets	$	903,703	$	737,109
NET ASSETS PER SHARE	$	19.01	$	20.61

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

TCG BDC II, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollar amounts in thousands, except per share data)

(unaudited)


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	31,283	$	17,945	$	62,147	$	31,886
Other income	4,428		1,204		6,400		2,365
Total investment income from non-controlled/non-affiliated investments	35,711		19,149		68,547		34,251
Total investment income	35,711		19,149		68,547		34,251
Expenses:


Management fees (Note 4)	2,930		1,356		5,503		2,413
Net investment income incentive fees (Note 4)	3,823		1,949		7,217		3,501

Professional fees	284		215		552		335
Administrative service fees (Note 4)	206		67		248		199
Interest expense (Note 5)	5,569		3,544		11,954		6,426
Credit facility fees (Note 5)	700		599		1,249		894
Directors’ fees and expenses	72		48		123		96
Other general and administrative	441		332		788		551
Total expenses	14,025		8,110		27,634		14,415
Net investment income (loss)	21,686		11,039		40,913		19,836
Net realized gain (loss) and change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments	(1,986)		—		(2,166)		257
Currency gains (losses) on non-investment assets and liabilities	626		—		462		—
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments	24,901		(1,088)		(63,769)		1,207
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	(932)		—		1,682		—
Net realized and unrealized gain (loss) on investments and non-investment assets and liabilities	22,609		(1,088)		(63,791)		1,464
Net increase (decrease) in net assets resulting from operations	$	44,295	$	9,951	$	(22,878)	$	21,300
Basic and diluted earnings per common share (Note 7)	$	0.97	$	0.50	$	(0.56)	$	1.18
Weighted-average shares of common stock outstanding—Basic and Diluted (Note 7)	45,881,702		19,934,546		41,015,545		18,064,427

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

TCG BDC II, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(dollar amounts in thousands)

(unaudited)


	For the six month periods ended
	June 30, 2020		June 30, 2019
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)	$	40,913	$	19,836
Net realized gain (loss) on investments and non-investment assets and liabilities	(1,704)		257
Net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(62,087)		1,207
Net increase (decrease) in net assets resulting from operations	(22,878)		21,300
Capital transactions:
Common stock issued	229,820		184,938
Dividends declared (Note 10)	(40,348)		(18,382)
Net increase (decrease) in net assets resulting from capital share transactions	189,472		166,556
Net increase (decrease) in net assets	166,594		187,856
Net assets at beginning of period	737,109		289,214
Net assets at end of period	$	903,703	$	477,070

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

TCG BDC II, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollar amounts in thousands)

(unaudited)


	For the six month periods ended
	June 30, 2020		June 30, 2019
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	(22,878)	$	21,300
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs	778		547

Net accretion of discount on investments	(3,550)		(1,774)
Paid-in-kind interest	(2,613)		(681)
Net realized (gain) loss on investments and non-investment assets and liabilities	1,704		(257)
Net change in unrealized (appreciation) depreciation on investments	63,769		(1,207)
Net change in unrealized currency (gains) losses on non-investment assets and liabilities	(1,682)		—
Cost of investments purchased and change in payable for investments purchased	(388,547)		(343,644)
Proceeds from sales and repayments of investments and change in receivable for investments sold	119,149		66,812
Changes in operating assets:
Interest receivable	(436)		(1,088)
Prepaid expenses and other assets	1,428		(1,922)
Changes in operating liabilities:
Due to Investment Adviser	(50)		163
Interest and credit facility fees payable	463		1,266
Management and incentive fees payable	1,852		1,285
Administrative service fees payable	44		(18)

Other accrued expenses and liabilities	624		331
Net cash provided by (used in) operating activities	(229,945)		(258,887)
Cash flows from financing activities:
Proceeds from issuance of common stock	229,820		184,938
Borrowings on the Facilities	401,533		311,600
Repayments of the Facilities	(356,500)		(204,300)
Dividends paid in cash	(36,233)		(14,594)
Debt issuance costs paid	(1,997)		(1,700)

Net cash provided by (used in) financing activities	236,623		275,944
Net increase (decrease) in cash and cash equivalents	6,678		17,057
Cash and cash equivalents, beginning of period	18,937		4,245
Cash and cash equivalents, end of period	$	25,615	$	21,302
Supplemental disclosures:
Deferred financing cost due	$	19	$	190
Interest paid during the period	$	11,741	$	5,365
Dividends declared during the period	$	40,348	$	18,382

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

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of June 30, 2020

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated ⁽¹⁾		Footnotes	Industry	Reference Rate & Spread ⁽²⁾	Interest Rate ⁽²⁾	Acquisition Date	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁴⁾		Fair Value ⁽⁵⁾		Percentage of Net Assets
First Lien Debt (83.07% of fair value)
Airnov, Inc. (Clariant)	^+#	(2) (3) (6)	Containers, Packaging & Glass	L + 5.25%	6.25%	12/20/2019	12/19/2025	$	42,495	$	41,848	$	41,800	4.63	%
Alpine SG, LLC	+#	(2) (3)	High Tech Industries	L + 5.75%	6.75%	2/2/2018	11/16/2022	15,301		15,205		15,128		1.67
American Physician Partners, LLC	^+#	(2) (3) (6)	Healthcare & Pharmaceuticals	L + 6.50%	7.50%	1/7/2019	12/21/2021	40,240		39,766		38,910		4.31
Analogic Corporation	^+#	(2) (3) (6)	Capital Equipment	L + 5.25%	6.25%	6/22/2018	6/22/2024	25,591		25,226		25,270		2.80
Anchor Hocking, LLC	^	(2) (3)	Durable Consumer Goods	L + 10.75%	11.75%	1/25/2019	1/25/2024	10,336		10,086		9,749		1.08
Apptio, Inc.	^+#	(2) (3) (6)	Software	L + 7.25%	8.25%	1/10/2019	1/10/2025	35,541		34,928		34,388		3.81
At Home Holding III, Inc.	+#	(2) (3) (7)	Retail	L + 9.00%	10.00%	6/12/2020	7/27/2022	18,421		17,971		17,960		1.99
Aurora Lux FinCo S.Á.R.L. (Accelya) (Luxembourg)	+#	(2) (3) (7)	Software	L + 6.00%	7.00%	12/24/2019	12/24/2026	37,406		36,524		34,459		3.81
Avenu Holdings, LLC	^+#	(2) (3)	Sovereign & Public Finance	L + 5.25%	6.25%	9/28/2018	9/28/2024	38,469		37,997		36,034		3.99
Barnes & Noble, Inc.	+	(2) (3) (10)	Retail	L + 5.50%	6.50%	8/7/2019	8/7/2024	17,190		16,823		15,815		1.75
BMS Holdings III Corp.	^+#	(2) (3)	Construction & Building	L + 5.25%	6.25%	9/30/2019	9/30/2026	29,808		29,129		29,015		3.21
Central Security Group, Inc.	+	(2) (3) (9)	Consumer Services	L + 5.63%	6.63%	4/5/2018	10/6/2021	2,838		2,758		1,138		0.13
Chartis Holding, LLC	+#	(2) (3) (6)	Business Services	L + 5.50%	6.50%	5/1/2019	5/1/2025	37,759		36,989		37,284		4.13
Chemical Computing Group ULC (Canada)	^+	(2) (3) (6) (7)	Software	L + 5.00%	6.00%	8/30/2018	8/30/2023	14,600		14,449		14,303		1.58
CircusTrix Holdings, LLC	^+	(2) (3) (6)	Hotel, Gaming & Leisure	L + 6.00% (100% PIK)	7.00%	2/2/2018	12/6/2021	9,623		9,564		7,681		0.85
Cobblestone Intermediate Holdco LLC	^	(2) (3) (6)	Consumer Services	L + 5.00%	6.00%	1/29/2020	1/29/2026	461		454		459		0.05
Comar Holding Company, LLC	^+#	(2) (3) (6)	Containers, Packaging & Glass	L + 5.50%	6.50%	6/18/2018	6/18/2024	38,463		37,786		38,184		4.23
Cority Software Inc. (Canada)	^+#	(2) (3) (6) (7)	Software	L + 5.75%	6.75%	7/2/2019	7/2/2026	56,920		55,839		56,489		6.25
Derm Growth Partners III, LLC (Dermatology Associates)	^	(2) (3) (9)	Healthcare & Pharmaceuticals	L + 6.25% (100% PIK)	7.25%	2/15/2018	5/31/2022	16,263		16,152		8,585		0.95
Digicel Limited (Jamaica)	^	(7)	Telecommunications	8.75%	8.75%	5/15/2020	5/25/2024	121		116		119		0.01
Digicel Limited (Jamaica)	^	(7)	Telecommunications	13.00%	13.00%	4/15/2020	12/31/2025	61		54		52		0.01
Digicel Limited (Jamaica)	^	(7)	Telecommunications	8.00%	8.00%	4/15/2020	12/31/2026	48		26		29		—
DTI Holdco, Inc.	^	(2) (3)	High Tech Industries	L + 4.75%	5.75%	12/18/2018	9/30/2023	1,964		1,874		1,570		0.17
Ensono, LP	+#	(2) (3)	Telecommunications	L + 5.25%	5.43%	4/30/2018	6/27/2025	8,493		8,427		8,290		0.92
Ensono, LP	+#	(2) (3)	Telecommunications	L + 5.75%	6.05%	6/25/2020	6/27/2025	18,222		18,086		18,085		2.00
Ethos Veterinary Health LLC	+#	(2) (3) (6)	Consumer Services	L + 4.75%	4.93%	5/17/2019	5/15/2026	10,832		10,719		10,417		1.15
iCIMS, Inc.	^+#	(2) (3) (6)	Software	L + 6.50%	7.50%	9/12/2018	9/12/2024	23,930		23,546		23,245		2.57
Individual FoodService Holdings, LLC	^+	(2) (3) (6)	Wholesale	L + 5.75%	6.75%	2/21/2020	11/22/2025	15,349		14,972		14,457		1.60

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2020

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated ⁽¹⁾		Footnotes	Industry	Reference Rate & Spread ⁽²⁾	Interest Rate ⁽²⁾	Acquisition Date	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁴⁾		Fair Value ⁽⁵⁾		Percentage of Net Assets
Innovative Business Services, LLC	^+	(2) (3)	High Tech Industries	L + 5.50%	6.79%	4/5/2018	4/5/2023	$	18,293	$	17,952	$	17,922	1.98	%
Integrity Marketing Acquisition, LLC	^	(2) (3) (6)	Banking, Finance, Insurance & Real Estate	L + 5.75%	6.75%	1/15/2020	8/27/2025	6,482		6,107		6,375		0.71
K2 Insurance Services, LLC	^+#	(2) (3) (6)	Banking, Finance, Insurance & Real Estate	L + 5.00%	6.00%	7/3/2019	7/1/2024	24,314		23,829		24,027		2.66
Kaseya, Inc.	^+#	(2) (3) (6)	High Tech Industries	L + 5.50%, 1.00% PIK	7.50%	5/3/2019	5/2/2025	21,703		21,301		21,396		2.37
Lifelong Learner Holdings, LLC	^+#	(2) (3) (6)	Business Services	L + 5.75%	6.75%	10/18/2019	10/18/2026	47,860		46,874		42,304		4.69
Liqui-Box Holdings, Inc.	^	(2) (3) (6)	Containers, Packaging & Glass	L + 4.50%	5.50%	6/3/2019	6/3/2024	1,578		1,554		1,496		0.17
Mailgun Technologies, Inc.	^+#	(2) (3) (6)	High Tech Industries	L + 5.50%	6.56%	3/26/2019	3/26/2025	20,093		19,728		19,168		2.12
National Carwash Solutions, Inc.	^+	(2) (3) (6)	Automotive	L + 6.00%	7.00%	8/7/2018	4/28/2023	10,593		10,426		10,157		1.12
NES Global Talent Finance US, LLC (United Kingdom)	+#	(2) (3) (7)	Energy: Oil & Gas	L + 5.50%	6.50%	5/9/2018	5/11/2023	9,840		9,730		9,602		1.06
Nexus Technologies, LLC	+	(2) (3)	High Tech Industries	L + 5.50%, 1.50% PIK	8.00%	12/11/2018	12/5/2023	6,196		6,151		5,096		0.56
Northland Telecommunications Corporation	^+#	(2) (3) (6)	Media: Broadcasting & Subscription	L + 5.75%	6.75%	10/1/2018	10/1/2025	55,460		54,703		55,177		6.11
Paramit Corporation	+#	(2) (3)	Capital Equipment	L + 4.50%	5.50%	5/3/2019	5/3/2025	6,298		6,269		6,199		0.69
PF Growth Partners, LLC	+	(2) (3) (6)	Hotel, Gaming & Leisure	L + 5.00%	5.32%	7/1/2019	7/11/2025	7,331		7,224		6,260		0.69
PPC Flexible Packaging, LLC	^+#	(2) (3) (6)	Containers, Packaging & Glass	L + 5.25%	6.25%	11/23/2018	11/23/2024	16,823		16,636		16,567		1.83
Propel Insurance Agency, LLC	#	(2) (3)	Banking, Finance, Insurance & Real Estate	L + 4.25%	5.25%	4/30/2019	6/1/2024	2,351		2,337		2,315		0.26
Redwood Services Group, LLC	^+#	(2) (3) (6)	High Tech Industries	L + 6.00%	7.00%	11/13/2018	6/6/2023	13,027		12,722		12,548		1.39
Regency Entertainment, Inc.	+#	(2) (3)	Media: Diversified & Production	L + 6.75%	7.75%	5/22/2020	10/22/2025	70,000		68,623		68,600		7.59
Riveron Acquisition Holdings, Inc.	+#	(2) (3)	Banking, Finance, Insurance & Real Estate	L + 6.00%	7.00%	5/22/2019	5/22/2025	19,868		19,537		19,735		2.18
RSC Acquisition, Inc.	^+	(2) (3) (6)	Banking, Finance, Insurance & Real Estate	L + 5.50%	6.50%	11/1/2019	11/1/2026	56,081		54,984		56,242		6.22
Sapphire Convention, Inc. (Smart City)	^+#	(2) (3)	Telecommunications	L + 5.25%	6.25%	11/20/2018	11/20/2025	32,467		31,951		28,233		3.12
Smile Doctors, LLC	^+#	(2) (3) (6)	Healthcare & Pharmaceuticals	L + 6.00%	7.00%	10/6/2017	10/6/2022	23,754		23,649		22,785		2.52
Sovos Brands Intermediate, Inc.	+#	(2) (3)	Beverage, Food & Tobacco	L + 4.75%	5.05%	11/16/2018	11/20/2025	19,799		19,638		19,353		2.14
SPay, Inc.	^+	(2) (3) (6)	Hotel, Gaming & Leisure	L + 2.30%, 5.45% PIK	8.75%	6/15/2018	6/17/2024	20,723		20,423		16,891		1.87
Tank Holding Corp.	^	(2) (3) (6)	Capital Equipment	L + 4.00%	4.18%	3/26/2019	3/26/2024	20		20		17		—

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2020

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated ⁽¹⁾		Footnotes	Industry	Reference Rate & Spread ⁽²⁾	Interest Rate ⁽²⁾	Acquisition Date	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁴⁾		Fair Value ⁽⁵⁾		Percentage of Net Assets
TCFI Aevex LLC	+#	(2) (3) (6)	Aerospace & Defense	L + 6.00%	7.00%	3/18/2020	3/18/2026	$	19,377	$	18,929	$	18,886	2.09	%
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B	^	(2) (3) (7)	Banking, Finance, Insurance & Real Estate	L + 6.75%, 3.50% PIK	11.00%	7/23/2019	6/30/2024	£	20,074	24,453		23,939		2.65
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C	^	(2) (3) (6) (7)	Banking, Finance, Insurance & Real Estate	L + 6.75%, 3.50% PIK	11.00%	7/23/2019	6/30/2024	£	3,335	4,227		4,090		0.45
Trump Card, LLC	^+#	(2) (3) (6)	Transportation: Cargo	L + 5.50%	6.50%	6/26/2018	4/21/2022	7,632		7,590		7,328		0.81
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)	^+#	(2) (3)	Automotive	L + 5.75%	6.75%	12/2/2019	12/2/2025	34,812		34,013		34,371		3.80
US INFRA SVCS Buyer, LLC (AIMS Companies)	^+#	(2) (3) (6)	Environmental Industries	L + 6.00%	7.00%	4/13/2020	4/13/2026	52,500		51,144		51,472		5.70
Unifrutti Financing PLC (Cyprus)	+	(7)	Beverage, Food & Tobacco	7.50%, 1.00% PIK	8.50%	9/15/2019	9/15/2026	€	18,261	19,190		19,505		2.16
USLS Acquisition, Inc.	^+	(2) (3) (6)	Business Services	L + 5.75%	6.82	11/30/2018	11/30/2024	22,900		22,543		21,211		2.35
VRC Companies, LLC	^+#	(2) (3) (6)	Business Services	L + 6.50%	7.50	1/29/2019	3/31/2023	53,685		53,084		53,420		5.91
Westfall Technik, Inc.	^+#	(2) (3)	Chemicals, Plastics & Rubber	L + 5.75%	6.75	9/13/2018	9/13/2024	28,277		27,904		26,040		2.88
Zemax Software Holdings, LLC	^+#	(2) (3) (6)	Software	L + 5.75%	6.75	6/25/2018	6/25/2024	10,736		10,575		10,526		1.16
Zenith Merger Sub, Inc.	^+#	(2) (3) (6)	Business Services	L + 5.25%	6.25	12/13/2017	12/13/2023	18,187		18,011		17,854		1.98

First Lien Debt Total										$	1,351,345	$	1,316,022	145.64	%
Second Lien Debt (15.46% of fair value)
Access CIG, LLC	^	(2) (3)	Business Services	L + 7.75%	7.92%	2/14/2018	2/27/2026	$	2,700	$	2,681	$	2,308	0.26	%
AI Convoy S.A.R.L (Cobham) (United Kingdom)	^#	(2) (3) (7)	Aerospace & Defense	L + 8.25%	9.40%	1/17/2020	1/17/2028	30,327		29,674		29,563		3.27
Aimbridge Acquisition Co., Inc.	+	(2) (3)	Hotel, Gaming & Leisure	L + 7.50%	8.93%	2/1/2019	2/1/2027	21,047		20,555		19,412		2.15
Brave Parent Holdings, Inc.	+	(2) (3)	Software	L + 7.50%	8.50%	10/3/2018	4/19/2026	19,062		18,695		17,809		1.97
Drilling Info Holdings, Inc.	^	(2) (3)	Energy: Oil & Gas	L + 8.25%	8.43%	2/11/2020	7/30/2026	18,600		18,113		17,646		1.95
Higginbotham Insurance Agency, Inc.	^	(2) (3)	Banking, Finance, Insurance & Real Estate	L + 7.50%	8.50%	12/3/2019	12/19/2025	2,500		2,477		2,484		0.27
Jazz Acquisition, Inc.	+	(2) (3)	Aerospace & Defense	L + 8.00%	8.18%	6/13/2019	6/18/2027	23,450		23,133		16,642		1.84
Le Tote, Inc.	^	(2) (3)	Retail	L + 8.75%	10.25%	11/8/2019	11/8/2024	22,532		22,055		21,102		2.34
Outcomes Group Holdings, Inc.	#	(2) (3)	Business Services	L + 7.50%	7.81%	10/23/2018	10/26/2026	4,500		4,491		4,207		0.47
Pharmalogic Holdings Corp.	^	(2) (3)	Healthcare & Pharmaceuticals	L + 8.00%	9.00%	6/7/2018	12/11/2023	800		797		784		0.09
Quartz Holding Company (QuickBase, Inc.)	+	(2) (3)	Software	L + 8.00%	8.18%	4/2/2019	4/2/2027	11,900		11,690		11,107		1.23
Stonegate Pub Company Bidco Limited (United Kingdom)	^	(2) (3) (7)	Beverage, Food & Tobacco	L + 8.50%	8.86%	3/12/2020	3/12/2028	£	20,000	24,704		19,922		2.20

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2020

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated ⁽¹⁾		Footnotes	Industry	Reference Rate & Spread ⁽²⁾	Interest Rate ⁽²⁾	Acquisition Date	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁴⁾		Fair Value ⁽⁵⁾		Percentage of Net Assets
Tank Holding Corp.	^+#	(2) (3)	Capital Equipment	L + 8.25%	8.43%	3/26/2019	3/26/2027	$	37,380	$	36,780	$	35,489	3.93	%
Ultimate Baked Goods MIDCO, LLC (Rise Baking)	+	(2) (3)	Beverage, Food & Tobacco	L + 8.00%	9.00%	8/9/2018	8/9/2026	8,333		8,195		7,832		0.87
World 50, Inc.	^	(11)	Business Services	11.50%	11.50%	1/10/2020	1/9/2027	10,000		9,812		9,470		1.05
WP CPP Holdings, LLC (CPP)	+#	(2) (3)	Aerospace & Defense	L + 7.75%	8.75%	7/18/2019	4/30/2026	39,500		39,148		29,202		3.23



Second Lien Debt Total										$	273,000	$	244,979	27.12	%


Investments—non-controlled/non-affiliated ⁽¹⁾		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value ⁽⁵⁾		Percentage of Net Assets
Equity Investments (1.47% of fair value)
ANLG Holdings, LLC	^	(8)	Capital Equipment	6/22/2018	592	$	592	$	818	0.09		%
Avenu Holdings, LLC	^	(8)	Sovereign & Public Finance	9/28/2018	172	172		195		0.02
BK Intermediate Company, LLC	^	(8)	Healthcare & Pharmaceuticals	5/27/2020	288	288		319		0.04
Chartis Holding, LLC	^	(8)	Business Services	5/1/2019	433	433		667		0.07
Cority Software Inc. (Canada)	^	(8)	Software	7/2/2019	250	250		231		0.03
GRO Sub Holdco, LLC (Grand Rapids)	^	(8)	Healthcare & Pharmaceuticals	3/29/2018	500	500		—		—
K2 Insurance Services, LLC	^	(8)	Banking, Finance, Insurance & Real Estate	7/3/2019	433	433		495		0.05
Mailgun Technologies, Inc.	^	(8)	High Tech Industries	3/26/2019	424	424		547		0.06
North Haven Goldfinch Topco, LLC	^	(8)	Containers, Packaging & Glass	6/18/2018	2,315	2,315		2,590		0.29
Paramit Corporation	^	(8)	Capital Equipment	6/17/2019	150	500		722		0.08
PPC Flexible Packaging, LLC	^	(8)	Containers, Packaging & Glass	2/1/2019	965	965		1,216		0.13
SiteLock Group Holdings, LLC	^	(8)	High Tech Industries	4/5/2018	446	446		524		0.06
Tank Holding Corp.	^	(8)	Capital Equipment	3/26/2019	850	850		944		0.10
Titan DI Preferred Holdings, Inc. (Drilling Info)	^	(8)	Energy: Oil & Gas	2/11/2020	10,518	10,226		10,097		1.12
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)	^	(8)	Automotive	12/2/2019	1,925	1,925		2,368		0.26
USLS Acquisition, Inc.	^	(8)	Business Services	11/30/2018	641	641		542		0.06
W50 Parent LLC	^	(8)	Business Services	1/10/2020	500	500		478		0.05
Zenith American Holding, Inc.	^	(8)	Business Services	12/13/2017	440	220		350		0.04
Zillow Topco LP	^	(8)	Software	6/25/2018	313	312		181		0.02





Equity Investments Total						$	21,992	$	23,284	2.57		%
Total investments—non-controlled/non-affiliated										$	1,646,337		$	1,584,285	175.33	%
Total investments						$	1,646,337	$	1,584,285	175.33		%

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2020

(dollar amounts in thousands)

(unaudited)

^ Denotes that all or a portion of the assets are owned by TCG BDC II, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “BDC II” or the “Company”). Accordingly, such assets are not available to creditors of TCG BDC II SPV LLC (the “SPV”) of TCG BDC II SPV2 LLC ("SPV2").

+ Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the SPV. The SPV has entered into a senior secured revolving credit facility (the “SPV Credit Facility”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 5, Borrowings, to these consolidated financial statements). Accordingly, such assets are not available to creditors of the Company or SPV2.

# Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, SPV2. SPV2 has entered into a senior secured revolving credit facility (the “SPV2 Credit Facility”). The lenders of the SPV2 Credit Facility have a first lien security interest in substantially all of the assets of SPV2 (see Note 5, Borrowings, to these consolidated financial statements). Accordingly, such assets are not available to creditors of the Company or the SPV.

(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of June 30, 2020, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of June 30, 2020, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2020. As of June 30, 2020, the reference rates for all LIBOR loans were the 30-day LIBOR at 0.17%, the 90-day LIBOR at 0.30% and the 180-day LIBOR rate at 0.38%.

(3)Loan includes interest rate floor feature, generally 1.00%.

(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.

(5)Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements, to these consolidated financial statements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments and equity investments was determined using significant unobservable inputs.

(6)As of June 30, 2020, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount		Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Airnov, Inc. (Clariant)	Revolver	0.50	%	$	4,167	$	(62)
American Physician Partners, LLC	Revolver	0.50		550		(20)
Analogic Corporation	Revolver	0.50		2,572		(29)
Apptio, Inc.	Revolver	0.50		2,367		(72)
Chartis Holding, LLC	Delayed Draw	1.00		6,402		(65)
Chartis Holding, LLC	Revolver	0.50		2,401		(24)
Chemical Computing Group ULC (Canada)	Revolver	0.50		903		(17)
CircusTrix Holdings, LLC	Delayed Draw	1.00		836		(155)
Cobblestone Intermediate Holdco LLC	Delayed Draw	1.00		271		(1)
Comar Holding Company, LLC	Delayed Draw	1.00		4,220		(26)
Comar Holding Company, LLC	Revolver	0.50		2,201		(14)
Cority Software Inc. (Canada)	Revolver	0.50		3,000		(22)
Ethos Veterinary Health LLC	Delayed Draw	2.00		2,696		(83)
iCIMS, Inc.	Revolver	0.50		1,252		(34)
Individual FoodService Holdings, LLC	Delayed Draw	1.00		2,980		(134)
Individual FoodService Holdings, LLC	Revolver	0.50		1,600		(72)

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2020

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount		Fair Value
Integrity Marketing Acquisition, LLC	Delayed Draw	1.00	%	$	18,493	$	(80)
K2 Insurance Services, LLC	Delayed Draw	1.00		2,945		(29)
K2 Insurance Services, LLC	Revolver	0.50		2,290		(22)
Kaseya, Inc.	Delayed Draw	—		882		(11)
Kaseya, Inc.	Delayed Draw	1.00		1,918		(24)
Kaseya, Inc.	Revolver	0.50		15		—
Lifelong Learner Holdings, LLC	Delayed Draw	1.00		3,379		(348)
Lifelong Learner Holdings, LLC	Revolver	0.50		2,754		(283)
Liqui-Box Holdings, Inc.	Revolver	0.50		1,052		(33)
Mailgun Technologies, Inc.	Revolver	0.50		1,342		(58)
National Carwash Solutions, Inc.	Delayed Draw	1.00		2,528		(84)
National Carwash Solutions, Inc.	Revolver	0.50		5		—
Northland Telecommunications Corporation	Revolver	0.50		3,646		(17)
PF Growth Partners, LLC	Delayed Draw	1.00		823		(108)
PPC Flexible Packaging, LLC	Revolver	0.50		489		(7)
Redwood Services Group, LLC	Delayed Draw	4.25		4,000		(112)
RSC Acquisition, Inc.	Delayed Draw	1.00		1,595		4
RSC Acquisition, Inc.	Revolver	0.50		1,824		5
Smile Doctors, LLC	Delayed Draw	1.00		543		(22)
SPay, Inc.	Revolver	0.50		682		(122)
Tank Holding Corp.	Revolver	0.50		28		(1)
TCFI Aevex LLC	Delayed Draw	1.00		4,019		(84)
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C	Delayed Draw	1.69		471		(22)
Trump Card, LLC	Revolver	0.50		635		(23)
US INFRA SVCS Buyer, LLC (AIMS Companies)	Revolver	0.50		4,550		(67)
US INFRA SVCS Buyer, LLC (AIMS Companies)	Delayed Draw	1.00		12,950		(191)
USLS Acquisition, Inc.	Revolver	0.50		76		(6)
VRC Companies, LLC	Delayed Draw	0.75		3,781		(17)
Zemax Software Holdings, LLC	Revolver	0.50		642		(12)
Zenith Merger Sub, Inc.	Delayed Draw	1.00		2,996		(46)
Zenith Merger Sub, Inc.	Revolver	0.50		609		(9)



Total unfunded commitments				$	120,380	$	(2,659)

(7)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.

(8)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2020, the aggregate fair value of these securities is $23,284, or 2.57% of the Company's net assets.

(9)Loan was on non-accrual status as of June 30, 2020.

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2020

(dollar amounts in thousands)

(unaudited)

(10)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders as follows: Barnes & Noble, Inc. (1.83%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.

(11)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio investment.

As of June 30, 2020, investments at fair value consisted of the following:


Type	Amortized Cost		Fair Value		% of Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)	$	1,247,928	$	1,213,647	76.61	%
First Lien/Last Out Debt	103,417		102,375		6.46
Second Lien Debt	273,000		244,979		15.46
Equity Investments	21,992		23,284		1.47
Total	$	1,646,337	$	1,584,285	100.00	%

The rate type of debt investments at fair value as of June 30, 2020 was as follows:


Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	1,595,147		1,531,826		98.13	%
Fixed Rate	29,198		29,175		1.87	%
Total	$	1,624,345	$	1,561,001	100.00	%

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2020

(dollar amounts in thousands)

(unaudited)

The industry composition of investments at fair value as of June 30, 2020 was as follows:


Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	$	110,884	$	94,293	5.95	%
Automotive	46,364		46,896		2.96
Banking, Finance, Insurance & Real Estate	138,384		139,702		8.82
Beverage, Food & Tobacco	71,727		66,612		4.20
Business Services	196,279		190,095		12.00
Capital Equipment	70,237		69,459		4.38
Chemicals, Plastics & Rubber	27,904		26,040		1.64
Construction & Building	29,129		29,015		1.83
Consumer Services	13,931		12,014		0.76
Containers, Packaging & Glass	101,104		101,853		6.43
Durable Consumer Goods	10,086		9,749		0.62
Energy: Oil & Gas	38,069		37,345		2.36
Environmental Industries	51,144		51,472		3.25
Healthcare & Pharmaceuticals	81,152		71,383		4.51
High Tech Industries	95,803		93,899		5.93
Hotel, Gaming & Leisure	57,766		50,244		3.17
Media: Broadcasting & Subscription	54,703		55,177		3.48
Media: Diversified & Production	68,623		68,600		4.33
Retail	56,849		54,877		3.46
Software	206,808		202,738		12.80
Sovereign & Public Finance	38,169		36,229		2.29
Telecommunications	58,660		54,808		3.46
Transportation: Cargo	7,590		7,328		0.46
Wholesale	14,972		14,457		0.91
Total	$	1,646,337	$	1,584,285	100.00	%

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of June 30, 2020

(dollar amounts in thousands)

(unaudited)

The geographical composition of investments at fair value as of June 30, 2020 was as follows:


Geography	Amortized Cost		Fair Value		% of Fair Value
Canada	$	70,538	$	71,023	4.48	%
Cyprus	19,190		19,505		1.23
Jamaica	196		200		0.01
Luxembourg	36,524		34,459		2.18
United Kingdom	92,788		87,116		5.50
United States	1,427,101		1,371,982		86.60
Total	$	1,646,337	$	1,584,285	100.00	%

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

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2019

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated ⁽¹⁾		Footnotes	Industry	Reference Rate & Spread⁽²⁾	Interest Rate ⁽²⁾	Acquisition Date	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁴⁾		Fair Value⁽⁵⁾		Percentage of Net Assets
First Lien Debt (84.66%)
Aero Operating, LLC (Dejana Industries, Inc.)	^+	(2) (3) (6)	Business Services	L + 7.25%	9.03%	1/5/2018	12/29/2022	$	6,737	$	6,687	$	6,604	0.90	%
Airnov, Inc.	^+	(2) (3) (6)	Containers, Packaging & Glass	L + 5.25%	6.15%	12/20/2019	12/19/2025	42,708		42,009		42,006		5.70
Alpine SG, LLC	^+	(2) (3)	High Tech Industries	L + 6.50%	8.42%	2/2/2018	11/16/2022	15,301		15,187		15,244		2.07
American Physician Partners, LLC	^+	(2) (3) (6)	Healthcare & Pharmaceuticals	L + 6.50%	8.44%	1/7/2019	12/21/2021	38,235		37,820		38,110		5.17
Analogic Corporation	^+	(2) (3) (6)	Healthcare & Pharmaceuticals	L + 6.00%	7.79%	6/22/2018	6/22/2024	34,784		34,190		34,027		4.62
Anchor Hocking, LLC	^	(2) (3)	Durable Consumer Goods	L + 8.75%	10.65%	1/25/2019	1/25/2024	10,707		10,410		10,359		1.41
Apptio, Inc.	^+	(2) (3) (6)	Software	L + 7.25%	8.96%	1/10/2019	1/10/2025	35,541		34,872		35,237		4.78
Aurora Lux FinCo S.Á.R.L. (Accelya) (Luxembourg)	+	(2) (3) (7)	Software	L + 6.00%	5.46%	12/24/2019	12/24/2026	37,500		36,563		36,563		4.96
Avenu Holdings, LLC	+	(2) (3)	Sovereign & Public Finance	L + 5.25%	7.19%	9/28/2018	9/28/2024	38,665		38,126		37,227		5.05
Barnes & Noble, Inc.	^+	(2) (3) (10)	Retail	L + 5.50%	9.06%	8/7/2019	8/7/2024	17,637		17,223		17,196		2.33
BMS Holdings III Corp.	^+	(2) (3) (6)	Construction & Building	L + 5.25%	7.19%	9/30/2019	9/30/2026	23,275		22,549		23,182		3.14
Central Security Group, Inc.	+	(2) (3)	Consumer Services	L + 5.63%	7.42%	4/5/2018	10/6/2021	3,491		3,481		3,002		0.41
Chartis Holding, LLC	^+	(2) (3) (6)	Business Services	L + 5.25%	7.28%	5/1/2019	5/1/2025	37,949		37,107		37,565		5.10
Chemical Computing Group ULC (Canada)	^+	(2) (3) (6) (7)	Software	L + 5.25%	7.04%	8/30/2018	8/30/2023	14,674		14,500		14,539		1.97
Circustrix Holdings, LLC	^+	(2) (3)	Hotel, Gaming & Leisure	L + 5.50%	7.29%	2/2/2018	12/6/2021	9,397		9,331		9,247		1.25
Comar Holding Company, LLC	^+	(2) (3) (6)	Containers, Packaging & Glass	L + 5.25%	7.04%	6/18/2018	6/18/2024	27,783		27,253		27,101		3.68
Cority Software Inc. (Canada)	^+	(2) (3) (6) (7)	Software	L + 5.50%	7.59%	7/2/2019	7/2/2026	43,800		42,877		42,864		5.82
Derm Growth Partners III, LLC (Dermatology Associates)	^	(2) (3) (9)	Healthcare & Pharmaceuticals	L + 6.25% (100% PIK)	8.19%	2/15/2018	5/31/2022	16,262		16,136		11,469		1.56
Digicel Limited (Jamaica)	^+	(7)	Telecommunications	6.00%	6.00%	7/23/2019	4/15/2021	250		202		195		0.03
DTI Holdco, Inc.	^	(2) (3)	High Tech Industries	L + 4.75%	6.67%	12/18/2018	9/30/2023	1,974		1,872		1,841		0.25
Ensono, LP	+	(2) (3)	Telecommunications	L + 5.25%	7.04%	4/30/2018	6/27/2025	8,537		8,466		8,537		1.16
Ethos Veterinary Health LLC	^	(2) (3) (6)	Consumer Services	L + 4.75%	6.79%	5/17/2019	5/15/2026	10,869		10,747		10,807		1.47
GRO Sub Holdco, LLC (Grand Rapids)	^	(2) (3) (6)	Healthcare & Pharmaceuticals	L + 6.00%	7.94%	2/28/2018	2/22/2023	6,465		6,384		6,085		0.83
iCIMS, Inc.	^+	(2) (3) (6)	Software	L + 6.50%	8.29%	9/12/2018	9/12/2024	23,930		23,507		23,928		3.25
Innovative Business Services, LLC	^+	(2) (3) (6)	High Tech Industries	L + 5.50%	7.52%	4/5/2018	4/5/2023	16,143		15,768		15,880		2.15

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2019

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated ⁽¹⁾		Footnotes	Industry	Reference Rate & Spread⁽²⁾	Interest Rate ⁽²⁾	Acquisition Date	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁴⁾		Fair Value⁽⁵⁾		Percentage of Net Assets
K2 Insurance Services, LLC	^+	(2) (3) (6)	Banking, Finance, Insurance & Real Estate	L + 5.00%	7.21%	7/3/2019	7/1/2024	$	22,027	$	21,485	$	22,062	2.99	%
Kaseya, Inc.	^	(2) (3) (6)	High Tech Industries	L + 5.50%, 1.00% PIK	7.71%	5/3/2019	5/2/2025	19,545		19,149		19,590		2.66
Lifelong Learner Holdings, LLC	^+	(2) (3) (6)	Business Services	L + 5.75%	7.49%	10/18/2019	10/18/2026	47,046		45,944		46,479		6.31
Liqui-Box Holdings, Inc.	^	(2) (3) (6)	Containers, Packaging & Glass	L + 4.50%	6.41%	6/3/2019	6/3/2024	—		(26)		(37)		(0.01)
Mailgun Technologies, Inc.	^	(2) (3) (6)	High Tech Industries	L + 5.00%	6.95%	3/26/2019	3/26/2025	20,194		19,798		19,870		2.70
National Carwash Solutions, Inc.	^+	(2) (3) (6)	Automotive	L + 6.00%	7.69%	8/7/2018	4/28/2023	9,511		9,301		9,411		1.28
NES Global Talent Finance US, LLC (United Kingdom)	+	(2) (3) (7)	Energy: Oil & Gas	L + 5.50%	7.42%	5/9/2018	5/11/2023	9,890		9,763		9,763		1.32
Nexus Technologies, LLC	+	(2) (3)	High Tech Industries	L + 5.50%, 1.50% PIK	7.44%	12/11/2018	12/5/2023	6,172		6,121		5,621		0.76
Northland Telecommunications Corporation	^+	(2) (3) (6)	Media: Broadcast & Subscription	L + 5.75%	7.54%	10/1/2018	10/1/2025	55,749		54,938		55,660		7.55
Paramit Corporation	^	(2) (3)	Capital Equipment	L + 4.50%	6.22%	5/3/2019	5/3/2025	6,298		6,244		6,268		0.85
PF Growth Partners, LLC	^	(2) (3) (6)	Hotel, Gaming & Leisure	L + 5.00%	6.79%	7/1/2019	7/11/2025	7,161		7,045		7,135		0.97
PPC Flexible Packaging, LLC	+	(2) (3) (6)	Containers, Packaging & Glass	L + 5.50%	7.21%	11/23/2018	11/23/2024	15,433		15,218		15,291		2.07
Pretium Packaging, LLC	+	(2) (3)	Containers, Packaging & Glass	L + 5.00%	6.90%	8/15/2019	11/14/2023	19,224		19,050		19,224		2.61
Propel Insurance Agency, LLC	^	(2) (3)	Banking, Finance, Insurance & Real Estate	L + 4.25%	6.44%	4/30/2019	6/1/2024	2,363		2,347		2,353		0.32
Redwood Services Group, LLC	^+	(2) (3)	High Tech Industries	L + 6.00%	8.12%	11/13/2018	6/6/2023	8,427		8,363		8,342		1.13
Riveron Acquisition Holdings, Inc.	+	(2) (3)	Banking, Finance, Insurance & Real Estate	L + 6.00%	8.19%	5/22/2019	5/22/2025	19,969		19,608		19,587		2.66
RSC Acquisition, Inc.	^+	(2) (3) (6)	Banking, Finance, Insurance & Real Estate	L + 5.50%	7.38%	11/1/2019	11/1/2026	55,950		54,778		55,514		7.53
Sapphire Convention, Inc. (Smart City)	^+	(2) (3) (6)	Telecommunications	L + 5.25%	7.26%	11/20/2018	11/20/2025	28,577		28,006		28,329		3.84
Smile Doctors, LLC	^+	(2) (3) (6)	Healthcare & Pharmaceuticals	L + 6.00%	7.94%	10/6/2017	10/6/2022	22,227		22,100		21,996		2.98
Sovos Brands Intermediate, Inc.	+	(2) (3)	Beverage, Food & Tobacco	L + 5.00%	6.79%	11/16/2018	11/20/2025	19,899		19,725		19,750		2.68
SPay, Inc.	^+	(2) (3) (6)	Hotel, Gaming & Leisure	L + 5.75%	7.54%	6/15/2018	6/17/2024	20,512		20,179		18,694		2.54
Tank Holding Corp.	^	(2) (3) (6)	Capital Equipment	L + 4.00%	5.76%	3/26/2019	3/26/2024	—		—		—		—
The Leaders Romans Bidco Limited (United Kingdom)	^	(2) (3) (6) (7)	Banking, Finance, Insurance & Real Estate	L + 6.75%, 3.50% PIK	7.54%	7/23/2019	6/30/2024	£	19,612	24,887		26,566		3.60
Transform SR Holdings, LLC	+	(2) (3)	Retail	L + 7.25%	9.18%	2/11/2019	2/12/2024	19,050		18,887		18,860		2.56
Trump Card, LLC	^+	(2) (3) (6)	Transportation: Cargo	L + 5.50%	7.44%	6/26/2018	4/21/2022	7,918		7,865		7,869		1.07
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)	^+	(2) (3) (6)	Automotive	L + 6.00%	7.69%	12/2/2019	12/2/2025	27,897		27,033		27,439		3.72

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2019

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated ⁽¹⁾		Footnotes	Industry	Reference Rate & Spread⁽²⁾	Interest Rate ⁽²⁾	Acquisition Date	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁴⁾		Fair Value⁽⁵⁾		Percentage of Net Assets
USLS Acquisition, Inc.	^+	(2) (3) (6)	Business Services	L + 5.75%	7.69%	11/30/2018	11/30/2024	$	22,139	$	21,746	$	21,674	2.94	%
Unifrutti Financing PLC (Cyprus)	^	(2) (3) (7)	Beverage, Food & Tobacco	7.50%, 1.00% PIK	8.50%	9/15/2019	9/15/2026	€	18,170	19,036		19,397		2.63
VRC Companies, LLC	+	(2) (3) (6)	Business Services	L + 6.50%	8.29%	1/29/2019	3/31/2023	44,731		44,231		44,681		6.06
Westfall Technik, Inc.	^+	(2) (3) (6)	Chemicals, Plastics & Rubber	L + 5.75%	7.66%	9/13/2018	9/13/2024	27,973		27,346		26,962		3.66
WP CPP Holdings, LLC (CPP)	^	(2) (3)	Aerospace & Defense	L + 3.75%	5.55%	7/18/2019	4/30/2025	20,000		19,818		19,826		2.69
Zemax Software Holdings, LLC	^+	(2) (3) (6)	Software	L + 5.75%	7.69%	6/25/2018	6/25/2024	10,146		9,966		10,087		1.37
Zenith Merger Sub, Inc.	^+	(2) (3) (6)	Business Services	L + 5.25%	7.19%	12/13/2017	12/13/2023	16,948		16,751		16,828		2.28
First Lien Debt Total										$	1,159,969	$	1,159,906	157.36	%
Second Lien Debt (14.43%)
Access CIG, LLC	^	(2) (3)	Business Services	L + 7.75%	9.44%	2/14/2018	2/27/2026	$	2,700	$	2,680	$	2,681	0.36	%
Aimbridge Acquisition Co., Inc.	^	(2) (3)	Hotel, Gaming & Leisure	L + 7.50%	9.19%	2/1/2019	2/1/2027	21,047		20,528		20,862		2.83
Brave Parent Holdings, Inc.	+	(2) (3)	Software	L + 7.50%	9.42%	10/3/2018	4/19/2026	19,062		18,672		18,261		2.48
Outcomes Group Holdings, Inc.	^	(2) (3)	Business Services	L + 7.50%	9.40%	10/23/2018	10/26/2026	4,500		4,490		4,487		0.61
Higginbotham Insurance Agency, Inc.	^	(2) (3)	Banking, Finance, Insurance & Real Estate	L + 7.50%	9.29%	12/3/2019	12/19/2025	2,500		2,475		2,493		0.34
Jazz Acquisition, Inc.	^	(2) (3)	Aerospace & Defense	L + 8.00%	9.94%	6/13/2019	6/18/2027	23,450		23,117		23,225		3.15
Le Tote, Inc.	^	(2) (3)	Retail	L + 6.75%	8.50%	11/8/2019	11/8/2024	21,428		20,907		20,892		2.83
Pathway Vet Alliance, LLC	^	(2) (3) (6)	Consumer Services	L + 8.50%	10.44%	11/14/2019	12/23/2025	8,050		7,814		8,074		1.10
Pharmalogic Holdings Corp.	^	(2) (3)	Healthcare & Pharmaceuticals	L + 8.00%	9.79%	6/7/2018	12/11/2023	800		797		796		0.11
Quartz Holding Company (QuickBase, Inc.)	^	(2) (3)	Software	L + 8.00%	9.71%	4/2/2019	4/2/2027	11,900		11,679		11,662		1.58
Tank Holding Corp.	+	(2) (3)	Capital Equipment	L + 8.25%	11.03%	3/26/2019	3/26/2027	37,380		36,725		37,223		5.05
Ultimate Baked Goods MIDCO, LLC (Rise Baking)	+	(2) (3)	Beverage, Food & Tobacco	L + 8.00%	9.79%	8/9/2018	8/9/2026	8,333		8,187		8,243		1.12
WP CPP Holdings, LLC (CPP)	+	(2) (3)	Aerospace & Defense	L + 7.75%	9.68%	7/18/2019	4/30/2026	39,500		39,125		38,833		5.27
Second Lien Debt Total										$	197,196	$	197,732	26.83	%

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2019

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated ⁽¹⁾		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value ⁽⁵⁾		Percentage of Net Assets
Equity Investment (0.91%)(5)(8)
ANLG Holdings, LLC	^	(8)	Healthcare & Pharmaceuticals	6/22/2018	880	$	880	$	973	0.13		%
Avenu Holdings, LLC	^	(8)	Sovereign & Public Finance	9/28/2018	172	172		154		0.02
Chartis Holding, LLC	^	(8)	Business Services	5/1/2019	433	433		589		0.08
Cority Software Inc. (Canada)	^	(8)	Software	7/2/2019	250	250		306		0.04
GRO Sub Holdco, LLC (Grand Rapids)	^	(8)	Healthcare & Pharmaceuticals	3/29/2018	500	500		137		0.02
K2 Insurance Services, LLC	^	(8)	Banking, Finance, Insurance & Real Estate	7/3/2019	433	433		486		0.07
Mailgun Technologies, Inc.	^	(8)	High Tech Industries	3/26/2019	424	424		605		0.08
North Haven Goldfinch Topco, LLC	^	(8)	Containers, Packaging & Glass	6/18/2018	2,315	2,315		2,542		0.34
Paramit Corporation	^	(8)	Capital Equipment	6/17/2019	150	500		501		0.07
PPC Flexible Packaging, LLC	^	(8)	Containers, Packaging & Glass	2/1/2019	965	965		1,174		0.16
SiteLock Group Holdings, LLC	^	(8)	High Tech Industries	4/5/2018	446	446		587		0.08
Tank Holding Corp.	^	(8)	Capital Equipment	3/26/2019	850	850		1,035		0.14
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)	^	(8)	Automotive	12/2/2019	1,925	1,925		1,925		0.26
USLS Acquisition, Inc.	^	(8)	Business Services	11/30/2018	641	641		720		0.10
Zenith American Holding, Inc.	^	(8)	Business Services	12/13/2017	440	220		418		0.06
Zillow Topco LP	^	(8)	Software	6/25/2018	313	312		358		0.05
Equity Investments Total						$	11,266	$	12,510	1.71		%
Total investments—non-controlled/non-affiliated										$	1,368,431		$	1,370,148	185.88	%
Total investments						$	1,368,431	$	1,370,148	185.88		%

^ Denotes that all or a portion of the assets are owned by the Company. Accordingly, such assets are not available to creditors of the SPV.

+ Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the SPV. The SPV has entered into the SPV Credit Facility. The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 5, Borrowings, to these consolidated financial statements). Accordingly, such assets are not available to creditors of the Company.

(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act, the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2019, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2019, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2019. As of December 31, 2019, the reference rates for all LIBOR loans were the 30-day LIBOR at 1.76%, the 90-day LIBOR at 1.91% and the 180-day LIBOR rate at 1.91%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(6)As of December 31, 2019, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2019

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount		Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Aero Operating, LLC (Dejana Industries, Inc.)	Revolver	1.00	%	$	333	$	(6)
Airnov, Inc.	Revolver	0.50		4,167		(63)
American Physician Partners, LLC	Revolver	0.50		1,500		(5)
Analogic Corporation	Revolver	0.50		3,029		(61)
Apptio, Inc.	Revolver	0.50		2,367		(19)
BMS Holdings III Corp.	Delayed Draw	1.00		6,667		(21)
Chartis Holding, LLC	Revolver	0.50		2,401		(20)
Chartis Holding, LLC	Delayed Draw	0.50		6,402		(52)
Chemical Computing Group ULC (Canada)	Revolver	0.50		903		(8)
Comar Holding Company, LLC	Delayed Draw	1.00		5,136		(103)
Comar Holding Company, LLC	Revolver	0.50		1,168		(23)
Cority Software Inc. (Canada)	Revolver	0.50		3,000		(60)
Ethos Veterinary Health LLC	Delayed Draw	1.00		2,696		(12)
GRO Sub Holdco, LLC (Grand Rapids)	Revolver	0.50		1,071		(54)
iCIMS, Inc.	Revolver	0.50		1,252		—
Innovative Business Services, LLC	Revolver	0.50		2,232		(32)
K2 Insurance Services, LLC	Revolver	0.50		2,290		3
K2 Insurance Services, LLC	Delayed Draw	1.00		5,344		6
Kaseya, Inc.	Revolver	0.50		661		1
Kaseya, Inc.	Delayed Draw	0.50		1,918		4
Lifelong Learner Holdings, LLC	Revolver	0.50		3,802		(38)
Lifelong Learner Holdings, LLC	Delayed Draw	—		5,756		(58)
Liqui-Box Holdings, Inc.	Revolver	0.50		2,630		(37)
Mailgun Technologies, Inc.	Revolver	0.50		1,342		(20)
National Carwash Solutions, Inc.	Revolver	0.50		310		(2)
National Carwash Solutions, Inc.	Delayed Draw	1.00		3,352		(25)
Northland Telecommunications Corporation	Revolver	0.50		3,646		(5)
Pathway Vet Alliance, LLC	Delayed Draw	1.00		7,950		12
PF Growth Partners, LLC	Delayed Draw	1.00		1,028		(3)
PPC Flexible Packaging, LLC	Revolver	0.50		1,957		(16)
RSC Acquisition, Inc.	Revolver	0.50		1,824		(13)
RSC Acquisition, Inc.	Delayed Draw	1.00		1,994		(15)
Sapphire Convention, Inc. (Smart City)	Revolver	0.50		4,528		(34)
Smile Doctors, LLC	Revolver	0.50		707		(7)
Smile Doctors, LLC	Delayed Draw	1.00		1,477		(14)

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2019

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount		Fair Value
SPay, Inc.	Revolver	0.50	%	$	682	$	(58)
Tank Holding Corp.	Revolver	0.50		47		—
The Leaders Romans Bidco Limited (United Kingdom)	Delayed Draw	1.69		£	3,533	(94)
Trump Card, LLC	Revolver	0.50		369		(2)
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)	Revolver	0.50		2,151		(28)
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)	Delayed Draw	1.00		4,904		(64)
USLS Acquisition, Inc.	Revolver	0.50		946		(19)
VRC Companies, LLC	Delayed Draw	0.75		5,095		(5)
Westfall Technik, Inc.	Revolver	0.50		431		(11)
Westfall Technik, Inc.	Delayed Draw	1.00		12,190		(304)
Zemax Software Holdings, LLC	Revolver	0.50		1,284		(7)
Zenith Merger Sub, Inc.	Delayed Draw	1.00		3,714		(20)
Zenith Merger Sub, Inc.	Revolver	0.50		1,219		(7)
Total unfunded commitments				$	133,405	$	(1,419)

(8)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2019, the aggregate fair value of these securities is $12,510, or 1.71% of the Company's net assets.

(9)Loan was on non-accrual status as of December 31, 2019.

As of December 31, 2019, investments at fair value consisted of the following:


Type	Amortized Cost		Fair Value		% of Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)	$	1,123,859	$	1,123,850	82.03	%
First Lien/Last Out Debt	36,110		36,056		2.63
Second Lien Debt	197,196		197,732		14.43
Equity Investments	11,266		12,510		0.91
Total	$	1,368,431	$	1,370,148	100.00	%

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2019

(dollar amounts in thousands)

The rate type of debt investments at fair value as of December 31, 2019 was as follows:


Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	$	1,337,927	$	1,338,046	98.56	%
Fixed Rate	19,238		19,592		1.44
Total	$	1,357,165	$	1,357,638	100.00	%

The industry composition of investments at fair value as of December 31, 2019 was as follows:


Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	$	82,060	$	81,884	5.98	%
Automotive	38,259		38,775		2.83
Banking, Finance, Insurance & Real Estate	126,013		129,061		9.42
Beverage, Food & Tobacco	46,948		47,390		3.46
Business Services	180,930		182,726		13.34
Capital Equipment	44,319		45,027		3.29
Chemicals, Plastics & Rubber	27,346		26,962		1.97
Construction & Building	22,549		23,182		1.69
Consumer Services	22,042		21,883		1.60
Containers, Packaging & Glass	106,784		107,301		7.83
Durable Consumer Goods	10,410		10,359		0.76
Energy: Oil & Gas	9,763		9,763		0.71
Healthcare & Pharmaceuticals	118,807		113,593		8.29
High Tech Industries	87,128		87,580		6.39
Hotel, Gaming & Leisure	57,083		55,938		4.08
Media: Broadcast & Subscription	54,938		55,660		4.06
Retail	57,017		56,948		4.16
Software	193,198		193,805		14.14
Sovereign & Public Finance	38,298		37,381		2.73
Telecommunications	36,674		37,061		2.70
Transportation: Cargo	7,865		7,869		0.57
Total	$	1,368,431	$	1,370,148	100.00	%

TCG BDC II, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2019

(dollar amounts in thousands)

The geographical composition of investments at fair value as of December 31, 2019 was as follows:


Geography	Amortized Cost		Fair Value		% of Fair Value
Canada	$	57,627	$	57,709	4.21	%
Cyprus	19,036		19,397		1.42
Jamaica	202		195		0.01
Luxembourg	36,563		36,563		2.67
United Kingdom	34,650		36,329		2.65
United States	1,220,353		1,219,955		89.04
Total	$	1,368,431	$	1,370,148	100.00	%

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

TCG BDC II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of June 30, 2020

(dollar amounts in thousands, except per share data)

1. ORGANIZATION

TCG BDC II, Inc. (together with its consolidated subsidiaries, “BDC II” or the “Company”) is a Maryland corporation formed on February 10, 2017 with the name Carlyle Private Credit, Inc., which was changed to TCG BDC II, Inc. on March 3, 2017. The Company is structured as an externally managed, non-diversified closed-end investment company. The Company is managed by its investment adviser, Carlyle Global Credit Investment Management L.L.C. (“CGCIM” or “Investment Adviser”), a wholly owned subsidiary of The Carlyle Group Inc. (formerly, The Carlyle Group L.P.). The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company’s investment objective is to generate attractive risk adjusted returns and current income primarily by investing in senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. The Company's core investment strategy focuses on lending to U.S. middle market companies, which the Company defines as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which the Company believes is a useful proxy for cash flow. The Company complements this core strategy with additive, diversifying assets including, but not limited to, specialty lending investments. The Company seeks to achieve its investment objective primarily through direct originations of secured debt, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans, and "unitranche" loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with the balance of its assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities).

The Company invests primarily in loans to middle market companies whose debt, if rated, is rated below investment grade and, if not rated, would likely be rated below investment grade if it were rated (that is, below BBB- or Baa3, which is often referred to as "junk"). Exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower's capacity to pay interest and repay principal.

On September 11, 2017, the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations.

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

The Company is externally managed by the Investment Adviser, an investment adviser registered under the Investment Advisers Act. Carlyle Global Credit Administration L.L.C. (“CGCA” or the “Administrator”) provides the administrative services necessary for the Company to operate. Both the Investment Adviser and the Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of The Carlyle Group Inc. “Carlyle” refers to The Carlyle Group Inc. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global investment firm publicly traded on the Nasdaq Global Select Market under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.

TCG BDC II SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on January 28, 2019. The SPV invests in first and second lien senior secured loans. The SPV is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation, January 28, 2019.

TCG BDC II SPV 2 LLC (“SPV2”, collectively with the SPV, the “SPVs”) is a Delaware limited liability company that was formed on March 10, 2020. SPV2 is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation, March 10, 2020.

As a BDC, the Company is required to comply with certain regulatory requirements. As part of these requirements, the Company must not acquire any assets other than “qualifying assets” specified in the Investment Company Act unless, at the time the acquisition is made, at least 70% of its total assets are qualifying assets (with certain limited exceptions).

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. Pursuant to this election, the Company generally does not have to pay corporate level taxes on any income that it distributes to stockholders, provided that the Company satisfies those requirements.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies ("ASC 946"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, the SPVs. All significant intercompany balances and transactions have been eliminated. U.S. GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the interim periods presented have been included. These adjustments are of a normal, recurring nature. This Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2019. The results of operations for the three month and six month periods ended June 30, 2020 are not necessarily indicative of the operating results to be expected for the full year.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results could differ from these estimates and such differences could be material.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3, Fair Value Measurements, for further information about fair value measurements.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. The Company’s cash and cash equivalents are held with two large financial institutions and cash held in such financial institutions may, at times, exceed the Federal Deposit Insurance Corporation insured limit.

Revenue Recognition

Interest from Investments and Realized Gain/Loss on Investments

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. At time of exit, the realized gain or loss on an investment is the difference between the amortized cost at time of exit and the cash received at exit using the specific identification method.

The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. As of June 30, 2020 and December 31, 2019, the fair value of the loans in the portfolio with PIK provisions was $107,183 and $82,643, respectively, which represented approximately 6.8% and 6.0%, respectively, of total investments at fair value. For the three and six month periods ended June 30, 2020, the Company earned $757 and $1,143, respectively, in PIK income, included in interest income in the Consolidated Statements of Operations. For the three and six month periods ended June 30, 2019, the Company earned $681 and $681, respectively, in PIK income, included in interest income in the accompanying Consolidated Statements of Operations.

Other Income

Other income may include income such as consent, waiver, amendment, unused, underwriting, arranger and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the three and six month periods ended June 30, 2020, the Company earned $4,428 and $6,400, respectively, in other income, primarily from amendment and underwriting fees. For the three and six month periods ended June 30, 2019, the Company earned $1,204 and $2,365, respectively, in other income, primarily from underwriting and prepayment fees.

Non-Accrual Income

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2020 and December 31, 2019, the fair value of loans on non-accrual status was $9,723 and $11,469, which represented approximately 0.6% and 0.8% of the total investments at fair value. The remaining first and second lien debt investments were performing and current on their interest payments as of June 30, 2020 and December 31, 2019 and for the periods then ended.

Facilities – Related Costs, Expenses and Deferred Financing Costs

The Company, the SPV and SPV2 have each entered into a senior secured revolving credit facility (as amended, the "Subscription Facility", "SPV Credit Facility" and "SPV2 Credit Facility", respectively, and together, the "Facilities"). Interest expense and unused commitment fees on the Facilities are recorded on an accrual basis. Unused commitment fees are included in credit facility fees in the accompanying Consolidated Statements of Operations.

The Facilities are recorded at carrying value, which approximates fair value.

Deferred financing costs include capitalized expenses related to the closing or amendments of the Facilities. Amortization of deferred financing costs for each credit facility is computed on the straight-line basis over the respective term of each credit facility. The unamortized balance of such costs is included in deferred financing costs in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in credit facility fees in the accompanying Consolidated Statements of Operations.

Organization and Offering Costs

The Company agreed to reimburse the Investment Adviser for initial organization and offering costs incurred on behalf of the Company up to $1,500. As of both June 30, 2020 and December 31, 2019, $1,500 of initial organization and offering costs had been incurred by the Company and $629 of excess initial organization and offering costs had been incurred by the Investment Adviser. The $1,500 of incurred organization and offering costs are allocated to all stockholders based on their respective capital commitment and are re-allocated amongst all stockholders at the time of each capital drawdown subsequent to the Initial Closing. The Company’s initial organization costs incurred were expensed and the initial offering costs were amortized over one year.

Income Taxes

For federal income tax purposes, the Company has elected to be treated as a RIC under the Code, and intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

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

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense. The SPVs are disregarded entities for tax purposes and are consolidated with the tax return of the Company. All penalties and interest associated with income taxes, if any, are included in income tax expense.

Dividends and Distributions to Common Stockholders

To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its common stockholders. Dividends and distributions to common stockholders are recorded on the record date. The amount to be distributed is determined by the Board of Directors each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

Dividends and distributions, if any, are paid in cash to common stockholders.

Functional Translations

The functional currency of the Company is the U.S. Dollar. Investments are generally made in the local currency of the country in which the investments are domiciled and are translated into U.S. Dollars with foreign currency translation gains or losses recorded within net change in unrealized appreciation (depreciation) on investments in the accompanying Consolidated Statements of Operations. Foreign currency translation gains and losses on non-investment assets and liabilities are separately reflected in the accompanying Consolidated Statements of Operations.

Recent Accounting Standards Updates

On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU is intended to introduce new guidance for the accounting for credit losses on instruments within scope based on an estimate of current expected credit losses. The guidance was effective for fiscal years,

and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the new requirement within Form 10-Q filings starting with the quarter that began January 1, 2020, which did not have a material impact on the Company's consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

The Company applies fair value accounting in accordance with the terms of FASB ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. The Company values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Company may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.

Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Company’s Board of Directors, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of senior management; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) the Audit Committee of the Board of Directors (the “Audit Committee”) reviews the assessments of the Investment Adviser and the third-party valuation firm and provides the Board of Directors with any recommendations with respect to changes to the fair value of each investment in the portfolio; and (v) the Board of Directors discusses the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.

All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:

•the nature and realizable value of any collateral;

•call features, put features and other relevant terms of debt;

•the portfolio company’s leverage and ability to make payments;

•the portfolio company’s public or private credit rating;

•the portfolio company’s actual and expected earnings and discounted cash flow;

•prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;

•the markets in which the portfolio company does business and recent economic and/or market events; and

•comparisons to comparable transactions and publicly traded securities.

Investment performance data utilized are the most recently available financial statements and compliance certificates received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of June 30, 2020 and December 31, 2019.

U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:

•Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. Financial instruments in this category generally include unrestricted securities, including equities and derivatives, listed in active markets. The Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

•Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. Financial instruments in this category generally include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

•Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments in this category generally include investments in privately-held entities, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

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

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the three month and six month periods ended June 30, 2020 and 2019, there were no transfers between levels.

The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of June 30, 2020 and December 31, 2019:


	June 30, 2020
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	1,316,022	$	1,316,022
Second Lien Debt	—		—		244,979		244,979
Equity Investments	—		—		23,284		23,284
Total	$	—	$	—	$	1,584,285	$	1,584,285


	December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	1,159,906	$	1,159,906
Second Lien Debt	—		—		197,732		197,732
Equity Investments	—		—		12,510		12,510
Total	$	—	$	—	$	1,370,148	$	1,370,148

The changes in the Company’s investments at fair value for which the Company has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments still held are as follows:


	Financial Assets
	For the three month period ended June 30, 2020
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,137,852	$	238,711	$	20,565	$	1,397,128
Purchases	185,678		1,104		518		187,300
Sales	(12,884)		—		—		(12,884)
Paydowns	(11,701)		—		—		(11,701)
Accretion of discount	1,367		152		8		1,527
Net realized gains (losses)	(1,986)		—		—		(1,986)
Net change in unrealized appreciation (depreciation)	17,696		5,012		2,193		24,901
Balance, end of period	$	1,316,022	$	244,979	$	23,284	$	1,584,285
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	14,008	$	5,012	$	2,193	$	21,213



	Financial Assets
	For the six month period ended June 30, 2020
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,159,906	$	197,732	$	12,510	$	1,370,148
Purchases	289,900		90,512		10,718		391,130
Sales	(18,279)		—		—		(18,279)
Paydowns	(81,097)		(15,232)		—		(96,329)
Accretion of discount	3,018		524		8		3,550
Net realized gains (losses)	(2,166)		—		—		(2,166)
Net change in unrealized appreciation (depreciation)	(35,260)		(28,557)		48		(63,769)
Balance, end of period	$	1,316,022	$	244,979	$	23,284	$	1,584,285
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	(35,494)	$	(28,297)	$	48	$	(63,743)


	Financial Assets
	For the three month period ended June 30, 2019
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	576,206	$	112,987	$	7,704	$	696,897
Purchases	113,886		35,250		933		150,069
Sales	(9,900)		—		—		(9,900)
Paydowns	(28,987)		(17,750)		—		(46,737)
Accretion of discount	874		436		—		1,310

Net change in unrealized appreciation (depreciation)	(1,657)		586		(17)		(1,088)
Balance, end of period	$	650,422	$	131,509	$	8,620	$	790,551
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	(1,047)	$	759	$	(17)	$	(305)



	Financial Assets
	For the six month period ended June 30, 2019
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	438,742	$	66,207	$	5,478	$	510,427
Purchases	257,840		81,443		3,172		342,455
Sales	(10,942)		—		(486)		(11,428)
Paydowns	(36,391)		(17,750)		—		(54,141)
Accretion of discount	1,306		468		—		1,774
Net change in unrealized appreciation (depreciation)	(121)		1,141		187		1,207
Net realized gains (losses)	(12)		—		269		257
Balance, end of period	$	650,422	$	131,509	$	8,620	$	790,551
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Statements of Operations	$	(214)	$	1,240	$	187	$	1,213

The Company generally uses the following framework when determining the fair value of investments that are categorized as Level 3:

Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The income approach typically uses a discounted cash flow analysis of the portfolio company.

Investments in debt securities that do not have sufficient coverage through the enterprise value analysis are valued based on an expected probability of default and discount recovery analysis.

Investments in debt securities with sufficient coverage through the enterprise value analysis are generally valued using a discounted cash flow analysis of the underlying security. Projected cash flows in the discounted cash flow typically represent the relevant security’s contractual interest, fees and principal payments plus the assumption of full principal recovery at the security’s expected maturity date. The discount rate to be used is determined using an average of two market-based methodologies. Investments in debt securities may also be valued using consensus pricing.

Investments in equities are generally valued using a market approach and/or an income approach. The market approach utilizes EBITDA multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The income approach typically uses a discounted cash flow analysis of the portfolio company.

The following tables summarize the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of June 30, 2020 and December 31, 2019:


	Fair Value as of June 30, 2020		Valuation Techniques	Significant Unobservable Inputs	Range
											Low	High	Weighted Average
Investments in First Lien Debt	$	1,174,319	Discounted Cash Flow	Discount Rate	4.97	%	15.24	%	8.64	%
	133,118		Consensus Pricing	Indicative Quotes	40.10		99.25		96.40
	8,585		Income Approach	Discount Rate	13.33	%	13.33	%	13.33	%
			Market Approach	Comparable Multiple	8.29x		8.29x		8.29x
Total First Lien Debt	1,316,022
Investments in Second Lien Debt	192,367		Discounted Cash Flow	Discount Rate	9.07	%	14.75	%	11.23	%
	52,612		Consensus Pricing	Indicative Quotes	73.93		93.65		82.35
Total Second Lien Debt	244,979
Investments in Equity	23,284		Income Approach	Discount Rate	7.93	%	12.14	%	8.69	%
			Market Approach	Comparable Multiple	6.75x		16.40x		10.21x
Total Equity Investments	23,284
Total Level 3 Investments	$	1,584,285


	Fair Value as of December 31, 2019		Valuation Techniques	Significant Unobservable Inputs	Range
											Low	High	Weighted Average
Investments in First Lien Debt	$	850,376	Discounted Cash Flow	Discount Rate	4.04	%	16.36	%	7.52	%
	309,530		Consensus Pricing	Indicative Quotes	77.94		100.00		98.13
Total First Lien Debt	1,159,906
Investments in Second Lien Debt	138,007		Discounted Cash Flow	Discount Rate	7.40	%	9.76	%	8.64	%
	59,725		Consensus Pricing	Indicative Quotes	97.50		98.31		98.03
Total Second Lien Debt	197,732
Investments in Equity	12,510		Income Approach	Discount Rate	7.76	%	12.09	%	7.94	%
			Market Approach	Comparable Multiple	6.37x		16.65x		9.22x
Total Equity Investments	12,510
Total Level 3 Investments	$	1,370,148

The significant unobservable inputs used in the fair value measurement of the Company’s investments in first and second lien debt securities are discount rates, indicative quotes and comparable EBITDA multiples. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or comparable EBITDA multiples in isolation would result in a significantly lower fair value measurement.

The significant unobservable inputs used in the fair value measurement of the Company’s investments in equities are discount rates and comparable EBITDA multiples. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in comparable EBITDA multiples in isolation would result in a significantly lower fair value measurement.

Financial instruments disclosed but not carried at fair value

The following table presents the carrying value and fair value of the Company’s secured borrowings disclosed but not carried at fair value as of June 30, 2020 and December 31, 2019:


	June 30, 2020						December 31, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
Secured borrowings	$	691,551	$	691,551	$	648,200	$	648,200
Total	$	691,551	$	691,551	$	648,200	$	648,200

The carrying values of the secured borrowings approximate their respective fair values and are categorized as Level 3 within the hierarchy. Secured borrowings are valued generally using discounted cash flow analysis. The significant unobservable inputs used in the fair value measurement of the Company’s secured borrowings are discount rates. Significant increases in discount rates would result in a significantly lower fair value measurement.

The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.

4. RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On June 26, 2017, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Investment Adviser. The initial term of the Investment Advisory Agreement was two years from June 26, 2017 and, unless terminated earlier, the Investment Advisory Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board of Directors and by the vote of a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”). On May 29, 2020, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the Company’s Investment Advisory Agreement with the Adviser for an additional one year term. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party. Pursuant to the Investment Advisory Agreement and subject to the overall supervision of the Board of Directors, the Investment Adviser provides investment advisory services to the Company. For providing these services, the Investment Adviser receives fees from the Company consisting of two components—a management fee and an incentive fee.

The management fee has been calculated and payable quarterly in arrears at an annual rate of 1.25% of the Company’s average Capital Under Management (as defined below) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company’s Capital Under Management as of such quarter-end). “Capital Under Management” means cumulative capital called, less cumulative distributions categorized as Returned Capital. “Returned Capital” means unused capital commitments increased by the aggregate amount of (i) any portion of distributions made by the Company to an investor during the Investment Period which represents (A) proceeds realized from the sale or repayment of any investment (as opposed to investment income) during the Investment Period (but not in excess of the cost of any such investment) or (B) a return of such investor’s capital contributions to the Company, as determined by the Board of Directors, and (ii) any amount drawn down by the Company from unused capital commitments to pay management fees, incentive fees, organizational expenses or Company expenses, to the extent such investor receives subsequent distributions. The “Investment Period” commenced on September 11, 2017 and will continue until September 11, 2021, provided that it may be extended by the Board of Directors, in its discretion, for one additional one-year period, and, such end date may be further extended thereafter with the approval of holders of a majority of the shares of the Company’s common stock. For the avoidance of doubt, Capital Under Management does not include capital acquired through the use of leverage, and Returned Capital does not include distributions of the Company’s investment income (i.e., proceeds received in respect of interest payments, dividends or fees, net of expenses) or net realized capital gains to the investors.

The incentive fee consists of two parts. The first part has been calculated and payable quarterly in arrears and equals 15% of pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a preferred return of 1.75% per quarter (7% annualized), or “hurdle rate,” and a “catch-up” feature. The second part is determined and payable in arrears as of the end of each calendar year in an amount equal to 15% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation less the aggregate amount of any previously paid capital gain incentive fees, provided that no incentive fee on capital gains is payable to the Investment Adviser unless cumulative total return exceeds a 7% annual return on weighted average cumulative capital called less cumulative distributions categorized as Returned Capital.

Below is a summary of the base management fees and incentive fees incurred during the three month and six month periods ended June 30, 2020 and 2019:


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Base management fees	$	2,930	$	1,356	$	5,503	$	2,413
Incentive fees on pre-incentive fee net investment income	3,823		1,949		7,217		3,501
Realized capital gains incentive fees	—		—		—		—
Accrued capital gains incentive fees	—		—		—		—
Total capital gains incentive fees	—		—		—		—
Total incentive fees	3,823		1,949		7,217		3,501
Total base management fees and incentive fees	$	6,753	$	3,305	$	12,720	$	5,914

Accrued capital gains incentive fees are based upon the cumulative net realized and unrealized appreciation (depreciation) from inception. Accordingly, the accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual.

As of June 30, 2020 and December 31, 2019, $6,756 and $4,904, respectively, were included in management and incentive fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

On June 26, 2017, the Investment Adviser entered into a personnel agreement with The Carlyle Group Employee Co., L.L.C. (“Carlyle Employee Co.”), an affiliate of the Investment Adviser, pursuant to which Carlyle Employee Co. provides the Investment Adviser with access to investment professionals.

Administration Agreement

On April 18, 2017, the Company entered into an administration agreement (the “Administration Agreement”) with the Administrator. Pursuant to the Administration Agreement, the Administrator furnishes the Company with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, required administrative services, which include, among other things, providing assistance in accounting, tax, legal, compliance, operations, technology and investor relations, and being responsible for the financial records of the Company. Payments under the Administration Agreement are equal to an amount that reimburses the Administrator for its costs and expenses and the Company's allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the allocable portion of the compensation paid to or compensatory distributions received by the Company’s officers (including the Chief Compliance Officer and Treasurer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff in their role of performing the internal control assessment under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.

The initial term of the Administration Agreement was two years from April 18, 2017 and, unless terminated earlier, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On May 29, 2020, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the Company’s Administration Agreement with the Administrator for an additional one year term. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.

For the three and six month periods ended June 30, 2020, the Company incurred $206 and $248, respectively, in fees under the Administration Agreement. For the three and six month periods ended June 30, 2019, the Company incurred $67 and $199, respectively, in fees under the Administration Agreement. Fees incurred under the Administration Agreement are included in administrative service fees in the accompanying Consolidated Statements of Operations. As of June 30, 2020 and

December 31, 2019, $77 and $33, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

Sub-Administration Agreements

On June 26, 2017, the Administrator entered into sub-administration agreements with Carlyle Employee Co. (the “Carlyle Sub-Administration Agreement”). Pursuant to the Carlyle Sub-Administration Agreement, Carlyle Employee Co. provides the Administrator with access to personnel.

On June 22, 2017, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and, such agreement, the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreements, the “Sub-Administration Agreements”).

On May 29, 2020, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the Company’s Sub-Administration Agreements for an additional one year term.

For the three and six month periods ended June 30, 2020, fees incurred in connection with the State Street Sub-Administration Agreement amounted to $172 and $346, respectively. For the three and six month periods ended June 30, 2019, fees incurred in connection with the State Street Sub-Administration Agreement amounted to $217 and $371, respectively. These fees are included in other general and administrative expenses in the accompanying Consolidated Statements of Operations. As of June 30, 2020 and December 31, 2019, $1,380 and $1,033, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.

Placement Fees

On June 26, 2017, the Company entered into a placement fee arrangement with TCG Securities, L.L.C. (“TCG”), a licensed broker-dealer and an affiliate of the Investment Adviser, which may require stockholders to pay a placement fee to TCG for TCG’s services.

For the three and six month periods ended June 30, 2020, TCG earned $512 and $984, respectively, in placement fees from the Company's stockholders in connection with the issuance or sale of the Company's common stock. For the three and six month periods ended June 30, 2019, TCG earned $231 and $644, respectively, in placement fees from the Company's stockholders in connection with the issuance or sale of the Company's common stock. TCG paid these amounts as placement fees to sub-placement agents.

Board of Directors

The Company’s Board of Directors currently consists of five members, three of whom are Independent Directors. The Board of Directors has established an audit committee and a pricing committee of the Board of Directors, and may establish additional committees in the future. For the three and six month periods ended June 30, 2020, the Company incurred $72 and $123, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. For the three and six month periods ended June 30, 2019, the Company incurred $48 and $96, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. As of June 30, 2020 and December 31, 2019, there were no unpaid directors' fees and expenses.

5. BORROWINGS

The Company, the SPV and SPV 2 are party to the Facilities as described below. In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 200% after such borrowing. As of June 30, 2020 and December 31, 2019, asset coverage was 230.68% and 213.72%, respectively, and the Company and the SPVs were in compliance with all covenants and other requirements under the Facilities as of June 30, 2020 and December 31, 2019. Below is a summary of the borrowings and repayments under the Facilities for the three month and six month periods ended June 30, 2020 and 2019.


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Outstanding borrowing, beginning of period	$	607,926	$	304,400	$	648,200	$	217,700
Borrowings	223,533		165,400		401,533		311,600
Repayments	(140,500)		(144,800)		(356,500)		(204,300)
Foreign currency translation	592		—		(1,682)		—
Outstanding borrowing, end of period	$	691,551	$	325,000	$	691,551	$	325,000

Subscription Facility

The Company entered into the Subscription Facility with a lender on October 3, 2017, which was subsequently amended on March 14, 2018 and November 16, 2018. The Subscription Facility provides for secured borrowings of $150,000 as of June 30, 2020 (reduced from $265,000 as of December 31, 2019), subject to availability under the Subscription Facility, which is based on certain of the Company’s unfunded investor equity capital commitments, and restrictions imposed on borrowings under the Investment Company Act. The Subscription Facility has a maturity date of October 3, 2020, with two one-year extension options, subject to the Company's and lender's consent. The Company may borrow amounts in U.S. Dollars or certain other permitted currencies. Borrowings under the Subscription Facility bear interest initially at LIBOR plus an applicable spread of 1.55% per year. The Company also pays a fee of 0.25% per year on undrawn amounts under the Subscription Facility.

Subject to certain exceptions, the Subscription Facility is secured by a first lien security interest in the Company’s unfunded investor equity capital commitments. The Subscription Facility includes customary covenants, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.

SPV Credit Facility

The SPV entered into the SPV Credit Facility with a lender on April 1, 2019, which was subsequently amended October 25, 2019. The SPV Credit Facility provides for secured borrowings of $600,000 (increased from $300,000 at the closing of the facility on April 1, 2019), subject to availability under the SPV Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV Credit Facility has a revolving period through October 15, 2022, and a maturity date of April 1, 2024, with one one-year extension option, subject to the Company's and lender's consent. Borrowings under the SPV Credit Facility bear interest initially at LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.25% per year with a 0.45% step-up based on collateral coverage and asset mix. The SPV is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year. Payments under the SPV Credit Facility are made quarterly. The lender has a first lien security interest on substantially all of the assets of the SPV.

SPV2 Credit Facility

SPV2 entered into the SPV2 Credit Facility with a lender on May 13, 2020. The SPV2 Credit Facility provides for secured borrowings during the applicable revolving period up to a principal amount of $250,000, subject to availability under the SPV2 Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV2 Credit Facility has a revolving period through May 13, 2023, and a maturity date of May 13, 2028. Borrowings under the SPV2 Credit Facility bear interest initially at LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.95%. SPV2 is also required to pay an undrawn commitment fee of 0.25% per year. Payments under the SPV2 Credit Facility are made quarterly. The lender has a security interest on substantially all of the assets of SPV2.

Summary of Facilities

The Facilities consisted of the following as of June 30, 2020 and December 31, 2019:


	June 30, 2020
	Total Facility		Borrowings Outstanding		Unused Portion ⁽¹⁾		Amount Available ⁽²⁾
Subscription Facility	$	150,000	$	126,551	$	23,449	$	4,975
SPV Credit Facility	600,000		445,000		155,000		155,000
SPV2 Credit Facility	250,000		120,000		130,000		130,000
Total	$	1,000,000	$	691,551	$	308,449	$	289,975

	December 31, 2019
	Total Facility		Borrowings Outstanding		Unused Portion ⁽¹⁾		Amount Available ⁽²⁾
Subscription Facility	$	265,000	$	231,700	$	33,300	$	25,749
SPV Credit Facility	600,000		416,500		183,500		183,500
Total	$	865,000	$	648,200	$	216,800	$	209,249

(1)The unused portion is the amount upon which commitment fees are based.

(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

For the three and six month periods ended June 30, 2020 and 2019, the components of interest expense and credit facility fees were as follows:


	For the three month periods ended									For the six month periods ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Interest expense	$	5,569		$	3,544		$	11,954		$	6,426
Facility unused commitment fee	272			291			471			347
Amortization of deferred financing costs	428			308			778			547

Total interest expense and credit facility fees	$	6,269		$	4,143		$	13,203		$	7,320
Cash paid for interest expense	$	6,051		$	3,238		$	11,741		$	5,365

Average principal debt outstanding	$	667,999		$	340,688		$	676,446		$	312,882
Weighted average interest rate	3.30		%	4.12		%	3.50		%	4.08		%

As of June 30, 2020 and December 31, 2019, the components of interest and credit facility fees payable were as follows:


	As of
	June 30, 2020			December 31, 2019
Interest expense payable	$	4,459		$	3,988
Unused commitment fees payable	229			237
Total interest expense and credit facility fees payable	$	4,688		$	4,225
Weighted average interest rate⁽¹⁾	3.18		%	3.91		%

(1) Based on floating LIBOR rates.

6. COMMITMENTS AND CONTINGENCIES

A summary of significant contractual payment obligations was as follows as of June 30, 2020 and December 31, 2019:


	As of
Payment Due by Period	June 30, 2020		December 31, 2019
Less than 1 Year	$	126,551	$	231,700
1-3 Years	—		—
3-5 Years	445,000		416,500
More than 5 Years	120,000		—
Total	$	691,551	$	648,200

In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of June 30, 2020 and December 31, 2019 for any such exposure.

We have in the past, currently are and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:


	Par Value as of
	June 30, 2020		December 31, 2019
Unfunded delayed draw commitments	$	78,728	$	79,156
Unfunded revolving term loan commitments	41,652		54,249
Total unfunded commitments	$	120,380	$	133,405

7. NET ASSETS

The Company has the authority to issue 200,000,000 shares of common stock, $0.01 per share par value.

During the three month period ended June 30, 2020, the Company issued 2,636,256 shares for $49,816. The following table summarizes capital activity during the three month period ended June 30, 2020:


	Common Stock							Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
		Shares			Amount
Balance, beginning of period	44,896,727		$	449		$	916,241	$	960	$	(195)	$	(86,473)	$	830,982
Common stock issued	2,636,256		26			49,790		—		—		—		49,816
Net investment income (loss)	—		—			—		21,686		—		—		21,686
Net realized gain (loss)	—		—			—		—		(1,360)		—		(1,360)
Net change in unrealized appreciation (depreciation) on investments	—		—			—		—		—		24,901		24,901
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	—		—			—		—		—		(932)		(932)
Dividends declared	—		—			—		(21,390)		—		—		(21,390)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—		—			(14)		14		—		—		—
Balance, end of period	47,532,983		$	475		$	966,017	$	1,270	$	(1,555)	$	(62,504)	$	903,703

During the six month period ended June 30, 2020, the Company issued 11,763,760 shares for $229,820. The following table summarizes capital activity during the six month period ended June 30, 2020:


	Common Stock							Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
		Shares			Amount
Balance, beginning of period	35,769,223		$	358		$	736,328	$	691	$	149	$	(417)	$	737,109
Common stock issued	11,763,760		117			229,703		—		—		—		229,820
Net investment income (loss)	—		—			—		40,913		—		—		40,913
Net realized gain (loss)	—		—			—		—		(1,704)		—		(1,704)
Net change in unrealized appreciation (depreciation) on investments	—		—			—		—		—		(63,769)		(63,769)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	—		—			—		—		—		1,682		1,682
Dividends declared	—		—			—		(40,348)		—		—		(40,348)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—		—			(14)		14		—		—		—
Balance, end of period	47,532,983		$	475		$	966,017	$	1,270	$	(1,555)	$	(62,504)	$	903,703

During the three month period ended June 30, 2019, the Company issued 4,108,239 shares for $84,998. The following table summarizes capital activity during the three month period ended June 30, 2019:


	Common Stock					Capital in Excess of Par Value			Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, beginning of period	19,065,026	$	191	$	391,711		$	607	$	233	$	(288)	$	392,454
Common stock issued	4,108,239	41		84,957			—		—		—		84,998


Net investment income (loss)	—	—		—			11,039		—		—		11,039
Net realized gain (loss)	—	—		—			—		—		—		—
Net change in unrealized appreciation (depreciation) on investments	—	—		—			—		—		(1,088)		(1,088)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	—	—		—			—		—		—		—
Dividends declared	—	—		—			(10,333)		—		—		(10,333)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—	—		(220)			220		—		—		—
Balance, end of period	23,173,265	$	232	$	476,448		$	1,533	$	233	$	(1,376)	$	477,070

During the six month period ended June 30, 2019, the Company issued 8,943,765 shares for $184,938. The following table summarizes capital activity during the six month period ended June 30, 2019:


	Common Stock					Capital in Excess of Par Value			Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, beginning of period	14,229,500	$	142	$	291,820		$	(141)	$	(24)	$	(2,583)	$	289,214
Common stock issued	8,943,765	90		184,848			—		—		—		184,938


Net investment income (loss)	—	—		—			19,836		—		—		19,836
Net realized gain (loss)	—	—		—			—		257		—		257
Net change in unrealized appreciation (depreciation) on investments	—	—		—			—		—		1,207		1,207

Dividends declared	—	—		—			(18,382)		—		—		(18,382)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—	—		(220)			220		—		—		—
Balance, end of period	23,173,265	$	232	$	476,448		$	1,533	$	233	$	(1,376)	$	477,070

The following table summarizes total shares issued and proceeds received related to capital activity during the six month period ended June 30, 2020:


	Shares Issued	Proceeds Received
March 18, 2020	1,959,038	$	40,004
March 31, 2020	7,168,466	140,000
May 28, 2020	2,636,256	49,816




Total	11,763,760	$	229,820

The following table summarizes total shares issued and proceeds received related to capital activity during the six month period ended June 30, 2019:


	Shares Issued	Proceeds Received
January 10, 2019	1,218,407	$	24,953
February 28, 2019	1,677,049	35,000
March 26, 2019	1,940,070	39,990
May 8, 2019	1,195,615	25,000
June 26, 2019	2,912,624	60,000




Total	8,943,765	$	184,943

Subscription transactions during the six month periods ended June 30, 2020 and 2019 were executed at an offering price at a premium to net asset value in order to effect a reallocation of organizational costs to subsequent investors. For the six month periods ended June 30, 2020 and 2019, such subscription transactions increased net asset value by $0.01 per share and $0.04 per share, respectively.

The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share. Basic earnings per common share were calculated by dividing net increase (decrease) in net assets resulting from operations attributable to the Company by the weighted-average number of common shares outstanding for the period.

Basic and diluted earnings per common share were as follows:


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Net increase (decrease) in net assets resulting from operations	$	44,295	$	9,951	$	(22,878)	$	21,300
Weighted-average common shares outstanding	45,881,702		19,934,546		41,015,545		18,064,427
Basic and diluted earnings per common share	$	0.97	$	0.50	$	(0.56)	$	1.18

The following table summarizes the Company’s dividends declared since inception:

Date Declared

Record Date

Payment Date

Per Share Amount

March 12, 2018

April 17, 2018

0.30

June 6, 2018

July 18, 2018

0.37

September 13, 2018

October 18, 2018

0.40

December 26, 2018

January 18, 2019

0.46

March 12, 2019

April 18, 2019

0.47

June 11, 2019

July 18, 2019

0.51

September 10, 2019

October 18, 2019

0.50

December 10, 2019

January 17, 2020

0.50

March 4, 2020

April 17, 2020

0.53

June 30, 2020

July 17, 2020

0.45

8. CONSOLIDATED FINANCIAL HIGHLIGHTS

The following is a schedule of consolidated financial highlights for the six month periods ended June 30, 2020 and 2019:


	For the six month periods ended
	June 30, 2020			June 30, 2019
Per Share Data:
Net asset value per share, beginning of period	$	20.61		$	20.32
Net investment income (loss) ⁽¹⁾	1.00			1.10
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(1.63)			0.11
Net increase (decrease) in net assets resulting from operations	(0.63)			1.21
Dividends declared ⁽²⁾	(0.98)			(0.98)
Effect of offering price of subscriptions ⁽³⁾	0.01			0.04
Net asset value per share, end of period	$	19.01		$	20.59

Number of shares outstanding, end of period	47,532,983			23,173,265
Total return based on net asset value ⁽⁴⁾	(3.01)		%	6.15		%
Net assets, end of period	$	903,703		$	477,070
Ratio to average net assets ⁽⁵⁾:
Expenses before incentive fees	2.47		%	1.36		%
Expenses after incentive fees	3.34		%	1.80		%
Net investment income (loss)	4.95		%	2.48		%
Interest expense and credit facility fees	1.60		%	0.91		%
Ratios/Supplemental Data:
Asset coverage, end of period	230.68		%	246.79		%
Portfolio turnover	7.64		%	10.15		%
Total committed capital, end of period	$	1,227,312		$	1,227,687
Ratio of total contributed capital to total committed capital, end of period	78.84		%	38.92		%
Weighted-average shares outstanding	41,015,545			18,064,427

(1)Net investment income (loss) per share was calculated as net investment income (loss) for the period divided by the weighted average number of shares outstanding for the period.

(2)Dividends declared per share was calculated as the sum of dividends declared during the period divided by the number of shares outstanding at the quarter-end date (refer to Note 7, Net Assets to these consolidated financial statements).

(3)Increase (decrease) is due to the offering price of subscriptions during the period (refer to Note 7, Net Assets, to these consolidated financial statements).

(4)Total return based on net asset value (not annualized) is based on the change in net asset value per share during the period plus the declared dividends divided by the beginning net asset value for the period. Total return for the six month periods ended June 30, 2020 and 2019 is inclusive of $0.01 and $0.04, respectively, per share increase (decrease) in net asset value for the period related to the offering price of subscriptions. Excluding the effects of these common stock issuances, total return (not annualized) would have been (3.06)% and 5.95%, respectively, (refer to Note 7, Net Assets, to these consolidated financial statements).

(5)These ratios to average net assets have not been annualized.

9. LITIGATION

The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of June 30, 2020 and December 31, 2019, the Company was not subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company.

In addition, portfolio investments of the Company could be the subject of litigation or regulatory investigations in the ordinary course of business. The Company does not believe that the outcome of any current contingent liabilities of its portfolio investments, if any, will materially affect the Company or these consolidated financial statements.

10. TAX

The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of June 30, 2020 and June 30, 2019.

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. As of June 30, 2020 and June 30, 2019, the Company has filed a tax return and therefore is subject to examination. The Company has elected a tax year-end of June 30 concurrent with the filing of the Company's first tax return.

Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified among the Company’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from US GAAP. As of June 30, 2020 and June 30, 2019, permanent differences primarily due to non-deductible offering expense, non-deductible excise tax paid, or non-deductible expenses from investment in partnership resulted in a net increase in distributable earnings (loss) by $14 and $220, respectively, and a net decrease in additional paid-in capital in excess of par by $14 and $220, respectively, on the Statements of Assets and Liabilities. Total earnings and NAV were not affected.

The tax character of the distributions paid for the period from July 1, 2019 to June 30, 2020 and for the period from July 1, 2018 to June 30, 2019 to the was as follows:


	For the period from July 1, 2019 to June 30, 2020		For the period from July 1, 2018 to June 30, 2019
Ordinary income	$	70,646	$	29,188
Tax return of capital	—		—

Income Tax Information and Distributions to Stockholders

As of June 30, 2020 and June 30, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows:


	For the period from July 1, 2019 to June 30, 2020		For the period from July 1, 2018 to June 30, 2019
Undistributed ordinary income	$	2,010	$	1,875
Other book/tax differences ⁽¹⁾	(316)		(342)
Capital loss carryforwards	(2,156)		233
Net unrealized appreciation (depreciation) on investments)⁽²⁾	(61,875)		(1,376)
Net unrealized appreciation (depreciation) on non-investment assets and liabilities	(452)		—
Total accumulated earnings (deficit)	$	(62,789)	$	390

(1) Consists of the unamortized portion of organization costs as of June 30, 2020 and June 30, 2019.

(2) The difference between the book-basis and tax-basis unrealized appreciation (depreciation) on investments is attributable to the tax treatment of partnership investments.

As of June 30, 2020 and June 30, 2019, the cost of investments for federal income tax purposes and gross unrealized appreciation and depreciation on investments were as follows:


	As of
	June 30, 2020		June 30, 2019
Cost of investments	$	1,646,160	$	791,927
Gross unrealized appreciation on investments	7,602		4,084
Gross unrealized depreciation on investments	(69,477)		(5,460)
Net unrealized appreciation (depreciation) on investments	$	(61,875)	$	(1,376)

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC Modernization Act”) was enacted which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. Under the RIC Modernization Act, the fund will be permitted

to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than being considered all short-term as under previous law. As of June 30, 2020 and June 30, 2019, the Company did not have any pre-enactment capital loss carryforwards, and had $2,156 and $0, respectively, of post enactment capital loss carryforwards, $1,767 and $0 of which were post-enactment short-term capital loss carryforwards, respectively, and $389 and $0, of which were post-enactment long-term capital loss carryforwards, respectively.

11. SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.

Subsequent to June 30, 2020, the Company borrowed $56,000 under the Facilities to fund investment acquisitions.

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

(dollar amounts in thousands, except per share data, unless otherwise indicated)

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have included or incorporated by reference in this Form 10-Q, and from time to time our management may make, “forward-looking statements”. These forward-looking statements are not historical facts, but instead relate to future events or the future performance or financial condition of TCG BDC II, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “BDC II” or the “Company”). These statements are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. The forward-looking statements contained in this Form 10-Q involve a number of risks and uncertainties, including statements concerning:

•our, or our portfolio companies’, future business, operations, operating results or prospects, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

•the return or impact of current and future investments;

•the general economy and its impact on the industries in which we invest, and the impact of the current COVID-19 pandemic thereon;

•the impact of any protracted decline in the liquidity of credit markets on our business and the impact of the current COVID-19 pandemic thereon;

•the impact of fluctuations in interest rates on our business;

•our future operating results and the impact of the current COVID-19 pandemic thereon;

•the impact of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies;

•the valuation of our investments in portfolio companies, particularly those having no liquid trading market, and the impact of the current COVID-19 pandemic thereon;

•our ability to recover unrealized losses;

•market conditions and our ability to access alternative debt markets and additional debt and equity capital, and the impact of the current COVID-19 pandemic thereon;

•our contractual arrangements and relationships with third parties;

•uncertainty surrounding the financial stability of the United States, Europe and China;

•the social, geopolitical, financial, trade and legal implications of the exit of the United Kingdom from the European Union, or Brexit;

•the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives, and the impact of the current COVID-19 pandemic thereon;

•competition with other entities and our affiliates for investment opportunities;

•the speculative and illiquid nature of our investments;

•the use of borrowed money to finance a portion of our investments;

•our expected financings and investments;

•the adequacy of our cash resources and working capital;

•the timing, form and amount of any dividend distributions;

•the timing of cash flows, if any, from the operations of our portfolio companies, and the impact of the COVID-19 pandemic thereon;

•the ability to consummate transactions;

•the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments, and the impact of the current COVID-19 pandemic thereon;

•the impact of currency fluctuations on the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•the ability of The Carlyle Group Employee Co., L.L.C. to attract and retain highly talented professionals that can provide services to our investment adviser and administrator;

•our ability to maintain our status as a business development company;

•an inability to replicate the historical success of Carlyle; and

•our intent to satisfy the requirements of a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A of our Form 10-Q for the quarter ended March 31, 2020, and elsewhere in this Form 10-Q.

We have based the forward-looking statements included in this Form 10-Q on information available to us on the date of this Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1 of this Form 10-Q “Financial Statements.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A of our Form 10-Q for the quarter ended March 31, 2020. Our actual results could differ materially from those anticipated by such forward-looking statements due to factors discussed under “Risk Factors” and “Cautionary Statements Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.

We were incorporated on February 10, 2017 as a Maryland corporation with the name Carlyle Private Credit, Inc., and our name was changed to TCG BDC II, Inc. on March 3, 2017. We are structured as an externally managed, non-diversified closed-end investment company. We are conducting the private offering of our shares of common stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. We have elected to be regulated as a BDC under the Investment Company Act. We have elected to be treated, and intend to continue to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code.

Our investment objective is to generate attractive risk adjusted returns and current income primarily by investing in senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. Our core investment strategy focuses on lending to U.S. middle market companies, which we define as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which we believe is a useful proxy for cash flow. We complement this core strategy with additive, diversifying assets including, but not limited to, specialty lending investments. We seek to achieve our investment objective through direct originations of secured debt, including first lien senior secured loans, “unitranche” loans and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with the balance our assets invested in investments that are typically higher yielding than Middle Market Senior Loans (which may include unsecured debt, mezzanine debt and investments in equities).

We invest primarily in loans to middle market companies whose debt, if rated, is rated below investment grade and, if not rated, would likely be rated below investment grade if it were rated (that is, BBB- or Baa3, which is often referred to as "junk"). Exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower's capacity to pay interest and repay principal.

We are externally managed by our Investment Adviser, an investment adviser registered under the Advisers Act. Our Administrator provides the administrative services necessary for us to operate. Both our Investment Adviser and our Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of Carlyle.

In conducting our investment activities, we believe that we benefit from the significant scale, relationships and resources of Carlyle, including our Investment Adviser and its affiliates.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends on direct equity investments, capital gains on the sales of loans and debt and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and generally bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including management fees and incentive fees, to our Investment Adviser pursuant to an investment advisory agreement (the “Investment Advisory Agreement”) between us and our Investment Adviser; (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under an administration agreement (the “Administration Agreement”) between us and our Administrator; and (iii) other operating expenses as detailed below:

•our organization expenses and initial offering costs incurred prior to the filing of our election to be regulated as a BDC (the initial offering costs amortized over the 12 months beginning on the Initial Drawdown Date) in an amount of $1,500;

•administration fees payable under our Administration Agreement and Sub-Administration Agreements, including related expenses;

•the costs of any offerings of our common stock and other securities, if any;

•calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);

•expenses, including travel expenses, incurred by our Investment Adviser, or members of our Investment Adviser team managing our investments, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing our rights;

•the management fee and any incentive fee payable under our Investment Advisory Agreement;

•certain costs and expenses relating to distributions paid on our shares;

•debt service and other costs of borrowings or other financing arrangements;

•the allocated costs incurred by our Investment Adviser in providing managerial assistance to those portfolio companies that request it;

•amounts payable to third parties relating to, or associated with, making or holding investments;

•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;

•transfer agent and custodial fees;

•costs of hedging;

•commissions and other compensation payable to brokers or dealers;

•federal and state registration fees;

•any U.S. federal, state and local taxes, including any excise taxes;

•independent director fees and expenses;

•costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing;

•the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;

•the costs of specialty and custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of our election to be regulated as a BDC;

•our fidelity bond;

•directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•indemnification payments;

•direct fees and expenses associated with independent audits, agency, consulting and legal costs; and

•all other expenses incurred by us or our Administrator in connection with administering our business, including our allocable share of certain officers and their staff compensation.

We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

PORTFOLIO AND INVESTMENT ACTIVITY

Below is a summary of certain characteristics of our investment portfolio as of June 30, 2020 and December 31, 2019.


	As of
	June 30, 2020		December 31, 2019
Number of investments	99		87
Number of portfolio companies	78		68
Number of industries	24		21
Number of sponsors	41		45
Percentage of total investment fair value:
First Lien Debt (excluding First Lien/Last Out Debt)	76.61	%	82.03	%
First Lien/Last Out Debt	6.46	%	2.63	%
Second Lien Debt	15.46	%	14.43	%
Total secured debt	98.53	%	99.09	%
Equity investments	1.47	%	0.91	%
Percentage of debt investment fair value:
Floating rate ⁽¹⁾	98.1	%	98.6	%
Fixed interest rate	1.9	%	1.4	%

(1) Primarily subject to interest rate floors.

Our investment activity for the three month periods ended June 30, 2020 and 2019 is presented below (information presented herein is at amortized cost unless otherwise indicated):


	For the three month periods ended
	June 30, 2020			June 30, 2019
Investments:
Total investments, beginning of period	$	1,484,081		$	697,185
New investments purchased	187,300			150,069
Net accretion of discount on investments	1,527			1,310
Net realized gain (loss) on investments	(1,986)			—
Investments sold or repaid	(24,585)			(56,637)
Total Investments, end of period	$	1,646,337		$	791,927
Principal amount of investments funded:
First Lien Debt (excluding First Lien/Last Out Debt)	$	101,238		$	116,021
First Lien/Last Out Debt	88,421			—
Second Lien Debt	1,104			35,838
Equity Investments	518			583
Total	$	191,281		$	152,442
Principal amount of investments sold or repaid:
First Lien Debt (excluding First Lien/Last Out Debt)	$	(26,457)		$	(56,737)
First Lien/Last Out Debt	(223)			—
Second Lien Debt	—			—
Total	$	(26,680)		$	(56,737)
Number of new funded investments	5			11
Average amount of new funded investments	$	31,886		$	13,643
Percentage of new funded debt investments at floating interest rates	100		%	100		%
Percentage of new funded debt investments at fixed interest rates	—		%	—		%

As of June 30, 2020 and December 31, 2019, investments consisted of the following:


	June 30, 2020						December 31, 2019
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)	$	1,247,928	$	1,213,647	$	1,123,859	$	1,123,850
First Lien/Last Out Debt	103,417		102,375		36,110		36,056
Second Lien Debt	273,000		244,979		197,196		197,732
Equity Investments	21,992		23,284		11,266		12,510
Total	$	1,646,337	$	1,584,285	$	1,368,431	$	1,370,148

The weighted average yields ⁽¹⁾ for our first and second lien debt, based on the amortized cost and fair value as of June 30, 2020 and December 31, 2019, were as follows:


	June 30, 2020						December 31, 2019
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)	7.25	%	7.46	%	8.06	%	8.06	%
First Lien/Last Out Debt	8.96	%	9.05	%	9.63	%	9.65	%
First Lien Debt Total	7.39	%	7.58	%	8.11	%	8.11	%
Second Lien Debt	9.33	%	10.40	%	10.24	%	10.21	%
First and Second Lien Debt Total	7.71	%	8.02	%	8.42	%	8.42	%

(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of June 30, 2020 and December 31, 2019. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount ("OID") and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and

income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

Total weighted average yields (which includes the effect of accretion of discount and amortization of premiums) of our first and second lien debt investments as measured on an amortized cost basis decreased from 8.42% to 7.71% from December 31, 2019 to June 30, 2020, primarily due to the decrease in LIBOR.

As of June 30, 2020 and December 31, 2019, two and one of our debt investments were on non-accrual status. The remaining first and second lien debt investments were performing and current on their interest payments as of June 30, 2020 and December 31, 2019. The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of June 30, 2020 and December 31, 2019:


	June 30, 2020						December 31, 2019
	Fair Value		Percentage		Fair Value		Percentage
Performing	$	1,574,562	99.39	%	$	1,358,679	99.16	%
Non-accrual ⁽¹⁾	9,723		0.61	%	11,469		0.84	%
Total	$	1,584,285	100.00	%	$	1,370,148	100.00	%

(1) For information regarding our non-accrual policy, see Note 2, Significant Accounting Policies, to our consolidated financial statements in Part I, Item 1 of this Form 10-Q.

See the Consolidated Schedules of Investments as of June 30, 2020 and December 31, 2019 in our consolidated financial statements in Part I, Item 1 of this Form 10-Q for more information on our investments, including a list of companies and type and amount of investments.

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on categories, which we refer to as “Internal Risk Ratings”. During the second quarter of 2020, our Investment Advisor reevaluated and revised its Internal Risk Ratings and policies across the Carlyle Direct Lending platform to more appropriately assess portfolio risk across all market conditions, including the current COVID-19 environment. The revised methodology incorporates greater focus on expectations for future company performance and industry outlook, and creates greater consistency in risk rating assignment across all investments by removing from the ratings methodology the direct tie of historical financial results to the “base case” projections derived at the time of our initial investment. Under the revised methodology, an Internal Risk Rating of 1 – 5, which are defined below, is assigned to each debt investment in our portfolio, compared to Internal Risk Ratings of 1 – 6 under the legacy methodology. Key drivers of internal risk rating used in the revised methodology are substantially the same as the legacy methodology, including financial metrics, financial covenants, liquidity and enterprise value coverage.

Internal Risk Ratings Definitions


Rating						Definition
1						Borrower is operating above expectations, and the trends and risk factors are generally favorable.

2						Borrower is operating generally as expected or at an acceptable level of performance. The level of risk to our initial cost bases is similar to the risk to our initial cost basis at the time of origination. This is the initial risk rating assigned to all new borrowers.

3						Borrower is operating below expectations and level of risk to our cost basis has increased since the time of origination. The borrower may be out of compliance with debt covenants. Payments are generally current although there may be higher risk of payment default.

4						Borrower is operating materially below expectations and the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due, but generally not by more than 120 days. It is anticipated that we may not recoup our initial cost basis and may realize a loss of our initial cost basis upon exit.

5						Borrower is operating substantially below expectations and the loan’s risk has increased substantially since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. It is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser monitors and, when appropriate, changes the investment ratings assigned to each debt investment in our portfolio. Our Investment Adviser reviews our investment ratings in connection with our quarterly valuation process. The below table summarizes the Internal Risk Ratings as of June 30, 2020. Given the forward-looking nature of certain elements of the revised methodology, it is impracticable to recast the risk ratings for the portfolio using the revised methodology as of December 31, 2019.


	June 30, 2020
	Fair Value		% of Fair Value
(dollar amounts in millions)
Internal Risk Rating 1	$	51.2	3.28	%
Internal Risk Rating 2	1,186.1		75.98
Internal Risk Rating 3	314.0		20.12
Internal Risk Rating 4	—		—
Internal Risk Rating 5	9.7		0.62
Total	$	1,561.0	100.00	%

As of June 30, 2020, the weighted average Internal Risk Rating of our debt investment portfolio was 2.2, and two of our debt investments, with an aggregate fair value of $9.7 million, were assigned an Internal Risk Rating of 4-5.

CONSOLIDATED RESULTS OF OPERATIONS

For the three month and six month periods ended June 30, 2020 and 2019

The net increase or decrease in net assets from operations may vary substantially from period to period as a result of various factors, including the recognition of realized gains and losses and net change in unrealized appreciation and depreciation. As a result, quarterly comparisons may not be meaningful.

Investment Income

Investment income for the three and six month periods ended June 30, 2020 and 2019 was as follows:


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
First Lien Debt	$	27,930	$	15,120	$	53,767	$	27,299
Second Lien Debt	7,431		4,029		14,209		6,952
Equity Investments	333		—		518		—
Cash	17		—		53		—
Total investment income	$	35,711	$	19,149	$	68,547	$	34,251

The increase in investment income for the three month and six month periods ended June 30, 2020 from the comparable periods in 2019 was primarily driven by our deployment of capital and increasing invested balance, offset by decreased weighted average LIBOR. The size of our portfolio increased to $1,646,337 as of June 30, 2020 from $791,927 as of June 30, 2019 at amortized cost. As of June 30, 2020, the weighted average yield of our first and second lien debt investments decreased to 7.71% from 9.05% as of June 30, 2019, on amortized cost primarily due to the decrease in LIBOR.

Interest income on our first and second lien debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of June 30, 2020 and for the period then ended, two of our first lien debt investments were on non-accrual status. The fair value of loans in the portfolio on non-accrual status was $9,723, which represents approximately 0.6% of total investments at fair value. The remaining first and second lien debt investments were performing and current on their interest payments. As of June 30, 2019, and for the period then ended, all of our first and second lien debt investments were performing and current on their interest payments.

Net investment income for the three and six month periods ended June 30, 2020 and 2019 was as follows:


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Total investment income	$	35,711	$	19,149	$	68,547	$	34,251
Total expenses	14,025		8,110		27,634		14,415
Net investment income (loss)	$	21,686	$	11,039	$	40,913	$	19,836

Expenses

Expenses for the three and six month periods ended June 30, 2020 and 2019 were comprised of the following:


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019


Management fees	$	2,930	$	1,356	5,503		2,413
Net investment income incentive fees	3,823		1,949		7,217		3,501

Professional fees	284		215		552		335
Administrative service fees	206		67		248		199
Interest expense	5,569		3,544		11,954		6,426
Credit facility fees	700		599		1,249		894
Directors’ fees and expenses	72		48		123		96
Other general and administrative	441		332		788		551
Total expenses	$	14,025	$	8,110	$	27,634	$	14,415

Interest expense and credit facility fees for the three and six month periods ended June 30, 2020 and 2019 were comprised of the following:


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Interest expense	$	5,569	$	3,544	$	11,954	$	6,426
Facility unused commitment fee	272		291		471		347
Amortization of deferred financing costs	428		308		778		547

Total interest expense and credit facility fees	$	6,269	$	4,143	$	13,203	$	7,320
Cash paid for interest expense	$	6,051	$	3,238	$	11,741	$	5,365

The increase in interest expense for the three month and six month periods ended June 30, 2020 compared to the comparable periods in 2019 was driven by increased draws under the Facilities related to increased deployment of capital for investments. For the three month period ended June 30, 2020, the average interest rate decreased to 3.30% from 4.12% for the comparable period in 2019, and average principal debt outstanding increased to $667,999 from $340,688 for the comparable period in 2019. For the six month period ended June 30, 2020, the average interest rate decreased to 3.5% from 4.08% for the comparable period in 2019, and average principal debt outstanding increased to $676,446 from $312,882 for the comparable period in 2019.

Below is a summary of the base management fees and incentive fees during the three and six month periods ended June 30, 2020 and 2019:


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Base management fees	$	2,930	$	1,356	$	5,503	$	2,413
Incentive fees on pre-incentive fee net investment income	3,823		1,949		7,217		3,501
Realized capital gains incentive fees	—		—		—		—
Accrued capital gains incentive fees	—		—		—		—
Total capital gains incentive fees	—		—		—		—
Total incentive fees	3,823		1,949		7,217		3,501
Total base management fees and incentive fees	$	6,753	$	3,305	$	12,720	$	5,914

The increase in management fees and incentive fees for the three month and six month periods ended June 30, 2020 from the comparable periods in 2019 was driven by our increased deployment of capital. The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. See Note 4, Related Party Transactions, to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information on the incentive and management fees.

Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of the Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers and their respective staff. Other general and administrative expenses include insurance, filing, research, subscriptions, sub-administrative fees and other costs.

Net Change in Unrealized Appreciation (Depreciation) on Investments

During the three month period ended June 30, 2020, we recorded no realized gain and realized loss of approximately $1,986 on 2 investments. We recorded a change in unrealized appreciation on 70 investments totaling approximately $38,979 and a change in unrealized depreciation on 29 investments of approximately $14,078. During the three month period ended June 30, 2019, we did not record realized gain or loss on investments. We recorded a change in unrealized appreciation on 38 investments totaling approximately $2,735 and a change in unrealized depreciation on 27 investments of approximately $3,823.

During the six month period ended June 30, 2020, we recorded realized gain of approximately $6 on 1 investment and realized loss of approximately $2,172 on 3 investments. We recorded a change in unrealized appreciation on 23 investments totaling approximately $4,230 and a change in unrealized depreciation on 80 investments of approximately $67,999. During the six month period ended June 30, 2019, we recorded realized gain of approximately $269 on 2 investments and realized loss of approximately $12 on 1 investment. We recorded a change in unrealized appreciation on 43 investments totaling approximately $5,723 and a change in unrealized depreciation on 21 investments of approximately $4,516.

Net realized gain (loss) and net change in unrealized appreciation (depreciation) for the three and six month periods ended June 30, 2020 and 2019 were as follows:


	For the three month periods ended						For the six month periods ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Net realized gain (loss) on investments	$	(1,986)	$	—	$	(2,166)	$	257
Net change in unrealized appreciation (depreciation) on investments	24,901		(1,088)		(63,769)		1,207
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	$	22,915	$	(1,088)	$	(65,935)	$	1,464

Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three and six month periods ended June 30, 2020 and 2019 were as follows:


	For the three month periods ended														For the six month periods ended
	June 30, 2020						June 30, 2019						June 30, 2020				June 30, 2019
	Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)
First Lien Debt	$	(1,986)	$	17,696	$	—	$	(1,657)	$	(2,166)	(35,260)		$	(12)	$	(121)
Second Lien Debt	—		5,012		—		586		—		(28,557)		—		1,141
Equity Investments	—		2,193		—		(17)		—		48		269		187
Total	$	(1,986)	$	24,901	$	—	$	(1,088)	$	(2,166)	$	(63,769)	$	257	$	1,207

Net change in unrealized appreciation in our investments for the three month period ended June 30, 2020 compared to the comparable period in 2019 was primarily due to lower market yields. Net change in unrealized depreciation in our investments for the six month period ended June 30, 2020 compared to the comparable period in 2019 was primarily due to higher market yields related to the COVID-19 pandemic. Net change in unrealized appreciation (depreciation) is also driven by changes in

other inputs utilized under our valuation methodology, including, but not limited to, enterprise value multiples, leverage multiples and borrower ratings, and the impact of exits.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our common stock and through cash flows from operations, including investment sales and repayments as well as income earned on investments and cash equivalents. We may also fund a portion of our investments through borrowings under the Facilities, as well as through securitization of a portion of our existing investments. The primary use of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders and for other general corporate purposes.

While economic activity improved into June 2020, we expect that the pace and magnitude of economic recovery will be uneven, and continued market and business disruption created by the COVID-19 pandemic may impact certain aspects of our liquidity. We saw an unprecedented level of calls for revolver fundings and a slowing in our expected repayments in March, though this activity has moderated during the second quarter and into July. Additionally, we saw credit markets rebound in the second quarter following volatility during March, which resulted in appreciation in the valuations of our investments relative to March 31, 2020. However, the resurgence of coronavirus, record high levels of unemployment and suppressed business activity in the U.S. creates uncertainty in the pace of economic recovery, which may impact the performance of our portfolio companies. Depreciation in the valuations of our investments may adversely impact collateral eligibility, which would reduce the availability under the Facilities. We are therefore continuously and critically monitoring our operating results, liquidity and anticipated capital requirements. Our capacity under the Facilities as of June 30, 2020 was well in excess of our unfunded commitments. We believe our current cash position, available capacity on our revolving credit facilities and net cash provided by operating activities will provide us with sufficient resources to meet our obligations and continue to support our investment objectives, including reserving for the capital needs which may arise at our portfolio companies.

We entered into a revolving credit facility with a lender on October 3, 2017, which was subsequently amended on March 14, 2018 and November 16, 2018 (as amended, the “Subscription Facility”). The maximum principal amount of the Subscription Facility was $150,000 as of June 30, 2020 (reduced from $265,000 as of December 31, 2019), and is subject to availability under the Subscription Facility, which is based on certain of the Company's unfunded investor equity capital commitments, and restrictions imposed on borrowings under the Investment Company Act. The Subscription Facility has a maturity date of October 3, 2020, with two one-year extension options, subject to the Company’s and the lender’s consent. The Company may borrow amounts in U.S. Dollars or certain other permitted currencies. Borrowings under the Subscription Facility bear interest initially at LIBOR plus 1.55% per year. The Company is also required to pay an undrawn commitment fee of 0.25% per year. Subject to certain exceptions, the Subscription Facility is secured by a first lien security interest in our equity investors’ unfunded capital commitments.

We entered into a senior secured revolving credit facility with a lender on April 1, 2019 (the “SPV Credit Facility”), which was subsequently amended on October 25, 2019. The maximum principal amount of the SPV Credit Facility was $600,000 as of June 30, 2020 and is subject to availability under the SPV Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV Credit Facility has a maturity date of April 1, 2024, with one one-year extension option, subject to the SPV's and lender's consent. The SPV may borrow amounts in U.S. Dollars or certain other permitted currencies. Borrowings under the SPV Credit Facility bear interest initially at LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.25% per year with a step-up based on collateral coverage and asset mix. The SPV is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year. The SPV Credit Facility is secured by a first lien security interest on substantially all of the assets of the SPV.

We entered into a senior secured revolving credit facility with a lender on May 13, 2020 (the “SPV2 Credit Facility”). The SPV2 Credit Facility provides for secured borrowings during the applicable revolving period up to a principal amount of $250,000, subject to availability under the SPV2 Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV2 Credit Facility has a revolving period through May 13, 2023, and a maturity date of May 13, 2028. Borrowings under the SPV2 Credit Facility bear interest initially at LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.95% per year. SPV2 is also required to pay an undrawn commitment fee of 0.25% per year. Payments under the SPV2 Credit Facility are made quarterly. The lenders have a security interest on substantially all of the assets of SPV2.

Although we believe that we, the SPV and SPV2 will remain in compliance, there are no assurances that we, the SPV and SPV2 will continue to comply with the covenants in the respective Facilities, as applicable. Failure to comply with these covenants could result in a default under the Subscription Facility, the SPV Credit Facility and/or the SPV2 Credit Facility that, if we were unable to obtain a waiver from the applicable lenders, could result in the immediate acceleration of the amounts due under the respective facility, and thereby have a material adverse impact on our business, financial condition and results of operations. Moreover, to the extent that we cannot meet our financing obligations, we risk the loss of some or all of our assets

to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.

For more information on the Facilities, see Note 5, Borrowings, to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.

As of June 30, 2020 and December 31, 2019, the Company had $25,615 and $18,937, respectively, in cash and cash equivalents. The Secured Borrowings consisted of the following as of June 30, 2020 and December 31, 2019:


	June 30, 2020
	Total Facility		Borrowings Outstanding		Unused Portion ⁽¹⁾		Amount Available ⁽²⁾
Subscription Facility	$	150,000	$	126,551	$	23,449	$	4,975
SPV Credit Facility	600,000		445,000		155,000		155,000
SPV2 Credit Facility	250,000		120,000		130,000		130,000
Total	$	1,000,000	$	691,551	$	308,449	$	289,975


	December 31, 2019
	Total Facility		Borrowings Outstanding		Unused Portion ⁽¹⁾		Amount Available ⁽²⁾
Subscription Facility	$	265,000	$	231,700	$	33,300	$	25,749
SPV Credit Facility	600,000		416,500		183,500		183,500
Total	$	865,000	$	648,200	$	216,800	$	209,249

(1)The unused portion is the amount upon which commitment fees are based.

(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

Equity Activity

Shares issued as of June 30, 2020 and December 31, 2019 were 47,532,983 and 35,769,223, respectively.

The following table summarizes activity in the number of shares of our common stock outstanding during the six month periods ended June 30, 2020 and 2019:


	For the six month periods ended
	June 30, 2020	June 30, 2019
Shares outstanding, beginning of period	35,769,223	14,229,500
Common stock issued	11,763,760	8,943,765
Shares outstanding, end of period	47,532,983	23,173,265

Contractual Obligations

A summary of our significant contractual payment obligations was as follows as of June 30, 2020 and December 31, 2019:


	As of
Payment Due by Period	June 30, 2020		December 31, 2019
Less than 1 Year	$	126,551	$	231,700
1-3 Years	—		—
3-5 Years	445,000		416,500
More than 5 Years	120,000		—
Total	$	691,551	$	648,200

As of June 30, 2020 and December 31, 2019, $691,551 and $648,200, respectively, of secured borrowings were outstanding under the Facilities. For the three month periods ended June 30, 2020 and 2019, we incurred $5,569 and $3,544, respectively, of interest expense and $272 and $291, respectively, of unused commitment fees. For the six month periods ended

June 30, 2020 and 2019, we incurred $11,954 and $6,426, respectively, of interest expense and $471 and $347, respectively, of unused commitment fees.

OFF BALANCE SHEET ARRANGEMENTS

In the ordinary course of our business, we enter into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in these consolidated financial statements as of June 30, 2020 and December 31, 2019 included in Part I, Item 1 of this Form 10-Q for any such exposure.

We have in the past, currently are and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.

We had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:


	Par Value as of
	June 30, 2020		December 31, 2019
Unfunded delayed draw commitments	$	78,728	$	79,156
Unfunded revolving term loan commitments	41,652		54,249
Total unfunded commitments	$	120,380	$	133,405

DIVIDENDS AND DISTRIBUTIONS TO COMMON STOCKHOLDERS

The following table summarizes our dividends declared and payable since inception through June 30, 2020:

Date Declared

Record Date

Payment Date

Per Share Amount

March 12, 2018

April 17, 2018

0.30

June 6, 2018

July 18, 2018

0.37

September 13, 2018

October 18, 2018

0.40

December 26, 2018

January 18, 2019

0.46

March 12, 2019

April 18, 2019

0.47

June 11, 2019

July 18, 2019

0.51

September 10, 2019

October 18, 2019

0.50

December 10, 2019

January 17, 2020

0.50

March 4, 2020

April 17, 2020

0.53

June 30, 2020

July 17, 2020

0.45

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described below. The critical accounting policies should be read in connection with our consolidated financial statements in Part I, Item 1 of this Form 10-Q and in Part II, Item 8 of the Company’s annual report on Form 10-K for the year ended December 31, 2019.

Fair Value Measurements

The Company applies fair value accounting in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. The Company values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/

instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Company may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.

Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Board of Directors, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of senior management; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) the Audit Committee of the Board of Directors (the “Audit Committee”) reviews the assessments of the Investment Adviser and the third-party valuation firm and provides the Board of Directors with any recommendations with respect to changes to the fair value of each investment in the portfolio; and (v) the Board of Directors discusses the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.

All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:

•the nature and realizable value of any collateral;

•call features, put features and other relevant terms of debt;

•the portfolio company’s leverage and ability to make payments;

•the portfolio company’s public or private credit rating;

•the portfolio company’s actual and expected earnings and discounted cash flow;

•prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;

•the markets in which the portfolio company does business and recent economic and/or market events; and

•comparisons to comparable transactions and publicly traded securities.

For further information on the fair value hierarchies, our framework for determining fair value and the composition of our portfolio, see Note 3, Fair Value Measurements, to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Use of Estimates

The preparation of consolidated financial statements in Part I, Item 1 of this Form 10-Q in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements in Part I, Item 1 of this Form 10-Q. Actual results could differ from these estimates and such differences could be material.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the Consolidated Statements of Operations in Part I, Item 1 of this Form 10-Q reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Revenue Recognition

Interest from Investments and Realized Gain/Loss on Investments

Other Income

Non-Accrual Income

Income Taxes

The SPVs are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

Dividends and Distributions to Common Stockholders

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.

Valuation Risk

Our investments generally do not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. In addition, because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.

Interest Rate Risk

As of June 30, 2020, on a fair value basis, all of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. Interest rates on the investments held within our portfolio of investments are typically based on floating LIBOR, with many of these investments also having a LIBOR floor. Additionally, our Facilities are subject to floating interest rates and are currently paid based on floating LIBOR rates.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our income in the future.

The following table estimates the potential changes in net cash flow generated from interest income, should interest rates increase or decrease by 100, 200 or 300 basis points. These hypothetical interest income calculations are based on a model of the settled debt investments in our portfolio, held as of June 30, 2020 and December 31, 2019, and are only adjusted for assumed changes in the underlying base interest rates and the impact of that change on interest income. Interest expense is calculated based on outstanding secured borrowings as of June 30, 2020 and December 31, 2019 and based on the terms of our Facilities. Interest expense on our Facilities is calculated using the interest rate as of June 30, 2020 and 2019, adjusted for the hypothetical changes in rates, as shown below. We intend to continue to finance a portion of our investments with borrowings and the interest rates paid on our borrowings may impact significantly our net interest income.

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

Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2020 and December 31, 2019, the following table shows the annual impact on net investment income of base rate changes in interest rates for our settled debt investments (considering interest rate floors for variable rate instruments) and outstanding secured borrowings assuming no changes in our investment and borrowing structure:


	June 30, 2020										December 31, 2019
Basis Point Change	Interest Income		Interest Expense		Net Investment Income		Interest Income		Interest Expense		Net Investment Income
Up 300 basis points	$	39,586	$	(20,747)	$	18,839	$	40,344	$	(19,382)	$	20,962
Up 200 basis points	$	23,549	$	(13,831)	$	9,718	$	26,896	$	(12,921)	$	13,975
Up 100 basis points	$	7,557	$	(6,916)	$	641	$	13,448	$	(6,461)	$	6,987
Down 100 basis points	$	(785)	$	2,031	$	1,246	$	(11,620)	$	6,461	$	(5,159)
Down 200 basis points	$	(876)	$	2,031	$	1,155	$	(13,878)	$	11,996	$	(1,882)
Down 300 basis points	$	(876)	$	2,031	$	1,155	$	(14,265)	$	11,996	$	(2,269)

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the three month period ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also Note 9, Litigation, to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors.

In addition to the other information set forth within this Form 10-Q, consideration should be given to the information disclosed in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2019 and our quarterly report on Form 10-Q for the period ended March 31, 2020.

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

Except as previously reported by the Company on Form 8-K, we did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


10.1						Loan and Security Agreement, dated as of May 13, 2020, among TCG BDC II SPV2 LLC, as borrower, the lenders from time to time party thereto, and U.S. Bank National Association as administrative agent.*†

31.1						Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*

31.2						Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

32.1						Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2						Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed herewith

† Information in this exhibit (indicated by brackets) has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

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

TCG BDC II, INC.

Dated: August 11, 2020

/s/ Thomas M. Hennigan

Thomas M. Hennigan
Chief Financial Officer
(principal financial officer)

TCG BDC II, Inc. - FORM 10-Q - August 11, 2020

Attached files

TCG BDC II, Inc. Reports