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EX-32.2 - EX-32.2 - TCG BDC, INC.cgbd3q2010-qex322.htm
EX-32.1 - EX-32.1 - TCG BDC, INC.cgbd3q2010-qex321.htm
EX-31.2 - EX-31.2 - TCG BDC, INC.cgbd3q2010-qex312.htm
EX-31.1 - EX-31.1 - TCG BDC, INC.cgbd3q2010-qex311.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period                      to                     
Commission File No. 814-00995
TCG BDC, INC.
(Exact name of Registrant as specified in its charter)
Maryland 80-0789789
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, $0.01 par valueCGBDThe Nasdaq Global Select Market
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 x  Accelerated filer o
Non-accelerated filer 
o
  Smaller reporting company o
Emerging growth company 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x
The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at November 4, 2020 was 56,308,616.



TCG BDC, INC.
INDEX
 
Part I.Financial Information
Item 1.Financial Statements
Item 2.
Item 3.
Item 4.
Part II.Other Information
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
2




TCG BDC, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollar amounts in thousands, except per share data)
September 30, 2020December 31, 2019
ASSETS(unaudited) 
Investments, at fair value
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,840,796 and $1,960,755, respectively)$1,737,044 $1,897,057 
Investments—controlled/affiliated, at fair value (amortized cost of $233,131 and $240,696, respectively)211,129 226,907 
Total investments, at fair value (amortized cost of $2,073,927 and $2,201,451, respectively)1,948,173 2,123,964 
Cash and cash equivalents37,088 36,751 
Receivable for investment sold74 6,162 
Deferred financing costs3,651 4,032 
Interest receivable from non-controlled/non-affiliated investments12,791 9,462 
Interest and dividend receivable from controlled/affiliated investments5,754 6,845 
Prepaid expenses and other assets856 317 
Total assets$2,008,387 $2,187,533 
LIABILITIES
Secured borrowings (Note 6)$513,332 $616,543 
2015-1 Notes payable, net of unamortized debt issuance costs of $2,726 and $2,911, respectively (Note 7)446,474 446,289 
Senior Notes (Note 7)115,000 115,000 
Interest and credit facility fees payable (Notes 6 and 7)3,405 6,764 
Dividend payable (Note 9)20,830 31,760 
Base management and incentive fees payable (Note 4)11,473 13,236 
Administrative service fees payable (Note 4)85 77 
Other accrued expenses and liabilities2,566 1,393 
Total liabilities1,113,165 1,231,062 
Commitments and contingencies (Notes 8 and 11)
EQUITY
NET ASSETS
Cumulative convertible preferred stock, $0.01 par value; 2,000,000 and 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively50,000 — 
Common stock, $0.01 par value; 198,000,000 and 200,000,000 shares authorized; 56,308,616 and 57,763,811 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively563 578 
Paid-in capital in excess of par value1,093,250 1,109,238 
Offering costs(1,633)(1,633)
Total distributable earnings (loss)(246,958)(151,712)
Total net assets$895,222 $956,471 
NET ASSETS PER COMMON SHARE$15.01 $16.56 
The accompanying notes are an integral part of these consolidated financial statements.
3


TCG BDC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share data)
(unaudited)
 For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Investment income:
From non-controlled/non-affiliated investments:
Interest income
$34,789 $47,118 $112,290 $139,584 
Other income
2,110 1,756 8,001 6,050 
Total investment income from non-controlled/non-affiliated investments
36,899 48,874 120,291 145,634 
From non-controlled/affiliated investments:
Interest income
— 446 — 1,209 
Total investment income from non-controlled/affiliated investments
— 446 — 1,209 
From controlled/affiliated investments:
Interest income
135 2,459 3,563 9,240 
Dividend income
5,750 4,000 14,750 11,750 
Total investment income from controlled/affiliated investments
5,885 6,459 18,313 20,990 
Total investment income42,784 55,779 138,604 167,833 
Expenses:
Base management fees (Note 4)7,134 8,016 21,585 23,614 
Incentive fees (Note 4)4,322 5,710 14,075 17,489 
Professional fees
937 534 2,282 1,879 
Administrative service fees (Note 4)167 61 539 442 
Interest expense (Notes 6 and 7)7,291 13,538 28,913 38,561 
Credit facility fees (Note 6)728 545 2,106 1,784 
Directors’ fees and expenses
86 88 303 269 
Other general and administrative
498 483 1,364 1,338 
Total expenses21,163 28,975 71,167 85,376 
Net investment income (loss) before taxes21,621 26,804 67,437 82,457 
Excise tax expense
387 49 539 169 
Net investment income (loss)
21,234 26,755 66,898 82,288 
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments
(209)(10,909)(49,690)(8,600)
Controlled/affiliated investments
— — — (9,091)
Currency gains (losses) on non-investment assets and liabilities(11)— 474 — 
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments
12,906 (22,343)(40,054)(34,074)
Non-controlled/affiliated investments
— (48)— 1,903 
Controlled/affiliated investments
2,134 (2,850)(8,213)1,662 
Net change in unrealized currency gains (losses) on non-investment assets and liabilities
(2,446)406 (749)406 
Net realized and unrealized gain (loss) on investments and non-investment assets and liabilities
12,374 (35,744)(98,232)(47,794)
Net increase (decrease) in net assets resulting from operations33,608 (8,989)(31,334)34,494 
Preferred stock dividend856 — 1,410 — 
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$32,752 $(8,989)$(32,744)$34,494 
Basic and diluted earnings per common share (Note 9)
Basic$0.58 $(0.15)$(0.58)$0.57 
Diluted$0.55 $(0.15)$(0.58)$0.57 
Weighted-average shares of common stock outstanding (Note 9)
Basic56,308,616 59,587,941 56,575,498 60,644,479 
Diluted61,571,773 59,587,941 56,575,498 60,644,479 
The accompanying notes are an integral part of these consolidated financial statements.
4


TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(dollar amounts in thousands)
(unaudited)
For the nine month periods ended
September 30, 2020September 30, 2019
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)$66,898 $82,288 
Net realized gain (loss)(49,216)(17,691)
Net change in unrealized appreciation (depreciation) on investments(48,267)(30,509)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities(749)406 
Net increase (decrease) in net assets resulting from operations(31,334)34,494 
Capital transactions:
Preferred stock issued50,000 — 
Repurchase of common stock(16,003)(47,521)
Dividends declared on preferred and common stock (Note 9)(63,912)(71,590)
Net increase (decrease) in net assets resulting from capital share transactions(29,915)(119,111)
Net increase (decrease) in net assets(61,249)(84,617)
Net Assets at beginning of period956,471 1,063,218 
Net Assets at end of period$895,222 $978,601 

The accompanying notes are an integral part of these consolidated financial statements.
5


TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(unaudited)
 For the nine month periods ended
 September 30, 2020September 30, 2019
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations$(31,334)$34,494 
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 costs939 931 
Net accretion of discount on investments(5,510)(9,012)
Paid-in-kind interest(3,878)(6,841)
Net realized (gain) loss on investments49,690 17,691 
Net realized currency (gain) loss on non-investment assets and liabilities(474)— 
Net change in unrealized (appreciation) depreciation on investments48,267 30,509 
Net change in unrealized currency (gains) losses on non-investment assets and liabilities749 (406)
Cost of investments purchased and change in payable for investments purchased(449,658)(707,910)
Proceeds from sales and repayments of investments and change in receivable for investments sold542,846 521,508 
Changes in operating assets:
Interest receivable(3,329)(5,705)
Dividend receivable1,091 454 
Prepaid expenses and other assets(211)32 
Changes in operating liabilities:
Due to Investment Adviser— (94)
Interest and credit facility fees payable(3,359)180 
Base management and incentive fees payable(1,763)(108)
Administrative service fees payable(28)
Other accrued expenses and liabilities1,173 (616)
Net cash provided by (used in) operating activities145,247 (124,921)
Cash flows from financing activities:
Proceeds from issuance of preferred stock50,000 — 
Repurchase of common stock(16,003)(47,521)
Borrowings on SPV Credit Facility and Credit Facility293,792 590,179 
Repayments of SPV Credit Facility and Credit Facility(397,484)(347,897)
Debt issuance costs paid(373)(1,483)
Dividends paid in cash(74,842)(85,262)
Net cash provided by (used in) financing activities(144,910)108,016 
Net increase (decrease) in cash and cash equivalents337 (16,905)
Cash and cash equivalents, beginning of period36,751 87,186 
Cash and cash equivalents, end of period$37,088 $70,281 
Supplemental disclosures:
Interest paid during the period$31,708 $38,244 
Taxes, including excise tax, paid during the period$387 $169 
Dividends declared on preferred stock and common stock during the period$63,912 $71,590 

The accompanying notes are an integral part of these consolidated financial statements.
6

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
First Lien Debt (72.71% of fair value)
Airnov, Inc. (Clariant)^*(2)(3)(12)Containers, Packaging & GlassL + 5.25%6.25%12/20/201912/19/2025$12,748 $12,562 $12,648 1.41 %
Alpha Packaging Holdings, Inc.+*(2)(3)Containers, Packaging & GlassL + 6.00%7.00%6/26/201511/12/20212,802 2,802 2,799 0.31 
Alpine SG, LLC^*(2)(3)High Tech IndustriesL + 5.75%6.75%2/2/201811/16/202215,301 15,215 15,229 1.70 
Alpine SG, LLC^(2)(3)High Tech IndustriesL + 8.50%9.50%7/24/202011/16/20221,618 1,573 1,624 0.18 
American Physician Partners, LLC^+*(2)(3)(12)Healthcare & PharmaceuticalsL + 6.50%7.50%1/7/201912/21/202137,966 37,741 36,391 4.07 
AMS Group HoldCo, LLC^+(2)(3)(12)Transportation: CargoL + 6.50%7.50%9/29/20179/29/202330,479 30,117 30,238 3.38 
Analogic Corporation^+*(2)(3)(12)Capital EquipmentL + 5.25%6.25%6/22/20186/22/20242,367 2,336 2,363 0.26 
Anchor Hocking, LLC^(2)(3)Durable Consumer GoodsL + 11.75%12.75%1/25/20191/25/202410,047 9,816 9,623 1.07 
Apptio, Inc.^(2)(3)(12)SoftwareL + 7.25%8.25%1/10/20191/10/202510,541 10,340 10,582 1.18 
At Home Holding III, Inc.^(2)(3)(7)RetailL + 9.00%10.00%6/12/20207/27/2022898 878 882 0.10 
Aurora Lux FinCo S.Á.R.L. (Accelya) (Luxembourg)^*(2)(3)(7)SoftwareL + 6.00%7.00%12/24/201912/24/202637,313 36,460 34,051 3.81 
Avenu Holdings, LLC+*(2)(3)Sovereign & Public FinanceL + 5.25%6.25%9/28/20189/28/202438,371 37,932 37,815 4.22 
Barnes & Noble, Inc.^(2)(3)(11)RetailL + 5.50%6.50%8/7/20198/7/202416,967 16,626 15,859 1.77 
BMS Holdings III Corp.^*(2)(3)Construction & BuildingL + 5.25%6.25%9/30/20199/30/20264,917 4,793 4,882 0.55 
Brooks Equipment Company, LLC+(2)(3)Construction & BuildingL + 5.00%6.00%6/26/20155/1/2021367 367 367 0.04 
Captive Resources Midco, LLC^*(2)(3)(12)Banking, Finance, Insurance & Real EstateL + 6.00%7.00%6/30/20155/31/202519,698 19,408 19,777 2.21 
Central Security Group, Inc.^+*(2)(3)(8)Consumer ServicesL + 5.63%6.63%6/26/201510/6/202118,400 17,863 7,949 0.89 
Chartis Holding, LLC^*(2)(3)(12)Business ServicesL + 5.50%6.50%5/1/20195/1/202515,806 15,469 15,702 1.75 
Chemical Computing Group ULC (Canada)^*(2)(3)(7)(12)SoftwareL + 5.00%6.00%8/30/20188/30/2023472 471 469 0.05 
CircusTrix Holdings, LLC^*(2)(3)(12)Hotel, Gaming & LeisureL + 6.75% (100% PIK)7.75%2/2/201812/6/20219,757 9,714 7,733 0.86 
Cobblestone Intermediate Holdco LLC^(2)(3)(12)Consumer ServicesL + 5.00%6.00%1/29/20201/29/2026615 609 618 0.07 
Comar Holding Company, LLC^+*(2)(3)(12)Containers, Packaging & GlassL + 5.50%6.50%6/18/20186/18/202430,915 30,467 30,902 3.45 
Cority Software Inc. (Canada)^*(2)(3)(7)(12)SoftwareL + 5.25%6.25%7/2/20197/2/202619,470 19,083 19,508 2.18 
Cority Software Inc. (Canada)^(2)(3)(7)SoftwareL + 7.25%8.25%9/3/20207/2/20261,902 1,846 1,931 0.22 
Derm Growth Partners III, LLC (Dermatology Associates)^(2)(3)(8)Healthcare & PharmaceuticalsL + 6.25% (100% PIK)7.25%5/31/20165/31/202256,320 56,046 28,680 3.20 
DermaRite Industries, LLC^*(2)(3)Healthcare & PharmaceuticalsL + 7.00%8.00%3/3/20173/3/202221,966 21,861 21,424 2.39 
Designer Brands Inc.^(2)(3)(7)RetailL + 8.50%9.75%8/7/20208/7/202518,182 17,738 18,037 2.02 
Diligent Corporation^(2)(3)(12)TelecommunicationsL + 6.25%7.25%8/4/20208/4/2025580 562 576 0.06 
Direct Travel, Inc.^*(2)(3)(8)Hotel, Gaming & LeisureL + 8.50%9.50%10/14/201612/1/202136,711 36,476 25,985 2.90 
DTI Holdco, Inc.*(2)(3)High Tech IndustriesL + 4.75%5.75%12/18/20189/30/20231,959 1,875 1,670 0.19 
7

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Emergency Communications Network, LLC^+*(2)(3)TelecommunicationsL + 2.625%, 5.125% PIK8.75%6/1/20176/1/2023$24,218 $24,107 $20,948 2.34 %
Ensono, LP^*(2)(3)TelecommunicationsL + 5.25%5.40%4/30/20186/27/20258,472 8,406 8,376 0.94 
Ensono, LP^*(2)(3)TelecommunicationsL + 5.75%5.89%6/25/20206/27/202518,176 18,047 17,964 2.01 
Ethos Veterinary Health LLC^+(2)(3)(12)Consumer ServicesL + 4.75%4.90%5/17/20195/15/202610,813 10,701 10,502 1.17 
EvolveIP, LLC^+*(2)(3)(12)TelecommunicationsL + 5.75%6.75%11/26/20196/7/202334,749 34,670 34,470 3.85 
Frontline Technologies Holdings, LLC*+(2)(3)SoftwareL + 5.75%6.75%9/18/20179/18/20233,107 3,087 3,128 0.35 
FWR Holding Corporation^+*(2)(3)(12)Beverage, Food & TobaccoL + 5.50%, 1.50% PIK8.00%8/21/20178/21/202334,537 34,124 30,685 3.43 
Hydrofarm, LLC^(2)(3)WholesaleL + 8.50%8.65%5/15/20175/12/202219,327 19,063 14,697 1.64 
iCIMS, Inc.^(2)(3)(12)SoftwareL + 6.50%7.50%9/12/20189/12/2024— (17)(10)— 
Individual FoodService Holdings, LLC^+(2)(3)(12)WholesaleL + 5.75%6.75%2/21/202011/22/20253,928 3,837 3,553 0.40 
Innovative Business Services, LLC^*(2)(3)(12)High Tech IndustriesL + 5.50%6.50%4/5/20184/5/202316,913 16,601 16,659 1.86 
Integrity Marketing Acquisition, LLC^(2)(3)(12)Banking, Finance, Insurance & Real EstateL + 5.50%6.50%1/15/20208/27/20254,863 4,797 4,911 0.55 
K2 Insurance Services, LLC^+*(2)(3)(12)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%7/3/20197/1/202425,633 25,177 25,415 2.84 
Kaseya, Inc.^(2)(3)(12)High Tech IndustriesL + 5.50%, 1.00% PIK7.50%5/3/20195/2/202521,217 20,831 21,229 2.37 
Legacy.com, Inc.^(2)(3)(11)High Tech IndustriesL + 6.00%7.00%3/20/20173/20/202317,066 16,868 16,369 1.83 
Lifelong Learner Holdings, LLC^*(2)(3)(12)Business ServicesL + 5.75%6.75%10/18/201910/18/202623,872 23,396 20,046 2.24 
Liqui-Box Holdings, Inc.^(2)(3)(12)Containers, Packaging & GlassL + 4.50%5.50%6/3/20196/3/20241,227 1,204 1,189 0.13 
Mailgun Technologies, Inc.^(2)(3)(12)High Tech IndustriesL + 5.00%6.00%3/26/20193/26/202511,764 11,550 11,419 1.28 
National Carwash Solutions, Inc.^+*(2)(3)(12)AutomotiveL + 6.00%7.00%8/7/20184/28/202310,245 10,118 10,042 1.12 
National Technical Systems, Inc.^+*(2)(3)(12)Aerospace & DefenseL + 6.00%7.00%6/26/20156/12/202127,581 27,511 27,476 3.07 
NES Global Talent Finance US, LLC (United Kingdom)+*(2)(3)(7)Energy: Oil & GasL + 5.50%6.50%5/9/20185/11/20239,814 9,713 9,712 1.09 
NMI AcquisitionCo, Inc.^+*(2)(3)(12)High Tech IndustriesL + 5.50%6.50%9/6/20179/6/202249,683 49,246 49,637 5.54 
Northland Telecommunications Corporation^*(2)(3)(12)Media: Broadcasting & SubscriptionL + 5.75%6.75%10/1/201810/1/202546,266 45,660 46,654 5.21 
Paramit Corporation+*(2)(3)Capital EquipmentL + 4.50%5.50%5/3/20195/3/20256,213 6,164 6,162 0.69 
PF Growth Partners, LLC^+*(2)(3)(12)Hotel, Gaming & LeisureL + 5.00%6.00%7/1/20197/11/20257,313 7,211 6,432 0.72 
Plano Molding Company, LLC^(2)(3)Hotel, Gaming & LeisureL + 7.50%, 1.50% PIK10.00%5/1/20155/12/202214,674 14,625 12,759 1.43 
Plano Molding Company, LLC^(2)(3)Hotel, Gaming & LeisureL + 7.50%, 1.50% PIK10.00%8/7/20205/12/20221,077 1,067 937 0.10 
PPC Flexible Packaging, LLC^+*(2)(3)(12)Containers, Packaging & GlassL + 5.50%6.50%11/23/201811/23/202414,565 14,440 14,411 1.61 
8

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
PPT Management Holdings, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.00%, 2.50% PIK9.50%12/15/201612/16/2022$27,893 $27,804 $22,505 2.51 %
PricewaterhouseCoopers Public Sector LLP^(2)(3)(12)Aerospace & DefenseL + 3.25%3.48%5/1/20185/1/2023— (82)(46)(0.01)
Product Quest Manufacturing, LLC^(2)(3)(8)Containers, Packaging & GlassL + 6.75%10.00%9/21/20173/31/2020840 840 441 0.05 
Propel Insurance Agency, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 4.25%5.25%6/1/20186/1/20242,345 2,332 2,321 0.26 
QW Holding Corporation (Quala)^+*(2)(3)(12)Environmental IndustriesL + 6.25%7.25%8/31/20168/31/202243,231 42,831 40,685 4.55 
Redwood Services Group, LLC^*(2)(3)High Tech IndustriesL + 6.00%7.00%11/13/20186/6/20238,364 8,313 8,252 0.92 
Redwood Services Group, LLC^(2)(3)(12)High Tech IndustriesL + 8.50%9.50%8/14/20206/6/2023977 877 990 0.11 
Regency Entertainment, Inc.^+(2)(3)Media: Diversified & ProductionL + 6.75%7.75%5/22/202010/22/202520,000 19,621 19,600 2.19 
Reladyne, Inc.^(2)(3)WholesaleL + 5.00%6.00%8/21/20207/22/202216,667 16,510 16,500 1.84 
Riveron Acquisition Holdings, Inc.^+*(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/22/20195/22/202519,818 19,501 19,838 2.22 
RSC Acquisition, Inc.^(2)(3)(12)Banking, Finance, Insurance & Real EstateL + 5.50%6.50%11/1/201911/1/202617,640 17,304 17,320 1.94 
Sapphire Convention, Inc. (Smart City)^+*(2)(3)TelecommunicationsL + 5.25%6.25%11/20/201811/20/202532,467 31,975 27,444 3.07 
Smile Doctors, LLC^+*(2)(3)(12)Healthcare & PharmaceuticalsL + 6.00%7.00%10/6/201710/6/202223,401 23,333 22,465 2.51 
Sovos Brands Intermediate, Inc.+*(2)(3)Beverage, Food & TobaccoL + 4.75%4.90%11/16/201811/20/202519,748 19,585 19,523 2.18 
SPay, Inc.^*(2)(3)(12)Hotel, Gaming & LeisureL + 2.30%, 5.45% PIK8.75%6/15/20186/17/202420,983 20,700 17,006 1.90 
Superior Health Linens, LLC^+(2)(3)(12)Business ServicesL + 6.50%7.50%9/30/20169/30/202121,110 21,030 20,900 2.34 
Surgical Information Systems, LLC^+*(2)(3)(11)High Tech IndustriesL + 5.00%6.00%4/24/20174/24/202326,168 26,040 25,906 2.89 
T2 Systems, Inc.^+*(2)(3)(12)Transportation: ConsumerL + 6.75%7.75%9/28/20169/28/202235,473 35,090 34,705 3.88 
Tank Holding Corp.^(2)(3)(12)Capital EquipmentL + 4.00%4.15%3/26/20193/26/2024— 
TCFI Aevex LLC^*(2)(3)Aerospace & DefenseL + 6.00%7.00%3/18/20203/18/202610,006 9,842 9,843 1.10 
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B^(2)(3)(7)Banking, Finance, Insurance & Real EstateL + 6.75%, 3.50% PIK11.00%7/23/20196/30/2024£20,420 24,920 25,822 2.88 
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C^(2)(3)(7)(12)Banking, Finance, Insurance & Real EstateL + 6.75%, 3.50% PIK11.00%7/23/20196/30/2024£3,377 4,284 4,426 0.49 
Trump Card, LLC+^*(2)(3)(12)Transportation: CargoL + 5.50%6.50%6/26/20184/21/20227,613 7,587 7,401 0.83 
TSB Purchaser, Inc. (Teaching Strategies, LLC)^+*(2)(3)(12)Media: Advertising, Printing & PublishingL + 6.00%7.00%5/14/20185/14/202428,083 27,604 27,698 3.09 
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)^+*(2)(3)(12)AutomotiveL + 5.50%6.50%12/2/201912/2/202532,579 31,814 32,242 3.60 
9

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Tweddle Group, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 4.50%5.50%9/17/20189/17/2023$1,825 $1,807 $1,782 0.20 %
U.S. Acute Care Solutions, LLC*(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%2/21/20195/15/20214,265 4,252 3,851 0.43 
Unifrutti Financing PLC (Cyprus)^(7)Beverage, Food & Tobacco7.50%, 1.00% PIK8.50%9/15/20199/15/20264,575 4,825 5,177 0.58 
US INFRA SVCS Buyer, LLC (AIMS Companies)^(2)(3)(12)Environmental IndustriesL + 6.00%7.00%4/13/20204/13/20266,564 5,915 5,829 0.65 
USLS Acquisition, Inc.^*(2)(3)(12)Business ServicesL + 5.75%6.75%11/30/201811/30/202421,975 21,633 20,336 2.27 
USLS Acquisition, Inc.^*(2)(3)(12)Business ServicesL + 5.75%6.75%9/3/202011/30/2024— (23)(42)— 
VRC Companies, LLC^+*(2)(3)(12)Business ServicesL + 6.50%7.50%3/31/20173/31/202337,457 37,147 37,457 4.18 
Westfall Technik, Inc.^*(2)(3)Chemicals, Plastics & RubberL + 6.25%7.25%9/13/20189/13/202428,254 27,974 26,024 2.91 
YLG Holdings, Inc.^(2)(3)(12)Consumer ServicesL + 6.25%7.25%9/30/202011/1/20251,210 1,150 1,150 0.13 
Zemax Software Holdings, LLC^*(2)(3)(12)SoftwareL + 5.75%6.75%6/25/20186/25/202410,710 10,598 10,568 1.18 
Zenith Merger Sub, Inc.^+*(2)(3)(12)Business ServicesL + 5.25%6.25%12/13/201712/13/202318,607 18,434 18,389 2.05 
First Lien Debt Total$1,504,621 $1,416,398 158.22 %
Second Lien Debt (14.77% of fair value)
Access CIG, LLC*(2)(3)Business ServicesL + 7.75%7.91%2/14/20182/27/2026$2,700 $2,688 $2,543 0.28 %
AI Convoy S.A.R.L (Cobham) (United Kingdom)^(2)(3)(7)Aerospace & DefenseL + 8.25%9.25%1/17/20201/17/202830,327 29,689 31,213 3.49 
Aimbridge Acquisition Co., Inc.^(2)(3)Hotel, Gaming & LeisureL + 7.50%7.66%2/1/20192/1/20279,241 9,100 8,043 0.90 
AQA Acquisition Holding, Inc.^+(2)(3)High Tech IndustriesL + 8.00%9.00%10/1/20185/24/202440,000 39,717 39,940 4.46 
Brave Parent Holdings, Inc.^*(2)(3)SoftwareL + 7.50%8.50%10/3/20184/19/202619,062 18,698 18,463 2.06 
Drilling Info Holdings, Inc.^(2)(3)Energy: Oil & GasL + 8.25%8.40%2/11/20207/30/202618,600 18,129 18,042 2.02 
Higginbotham Insurance Agency, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateL + 7.50%8.50%12/3/201912/19/20252,500 2,478 2,500 0.28 
Jazz Acquisition, Inc.^(2)(3)Aerospace & DefenseL + 8.00%8.15%6/13/20196/18/202723,450 23,141 17,278 1.93 
Le Tote, Inc.^(2)(3)RetailL + 8.75%10.25%11/8/201911/8/20247,511 7,359 7,196 0.80 
Outcomes Group Holdings, Inc.^*(2)(3)Business ServicesL + 7.50%7.72%10/23/201810/26/20264,500 4,491 4,442 0.50 
Pharmalogic Holdings Corp.^(2)(3)Healthcare & PharmaceuticalsL + 8.00%9.00%6/7/201812/11/2023800 797 770 0.09 
Quartz Holding Company (QuickBase, Inc.)^(2)(3)SoftwareL + 8.00%8.15%4/2/20194/2/202711,900 11,694 11,547 1.29 
Reladyne, Inc.^+(2)(3)WholesaleL + 9.50%10.50%4/19/20181/21/202312,242 12,121 11,861 1.32 
Stonegate Pub Company Bidco Limited (United Kingdom)^(2)(3)(7)Beverage, Food & TobaccoL + 8.50%8.86%3/12/20203/12/2028£20,000 24,716 21,025 2.35 
Tank Holding Corp.^*(2)(3)Capital EquipmentL + 8.25%8.39%3/26/20193/26/202737,380 36,862 37,466 4.19 
Ultimate Baked Goods MIDCO, LLC (Rise Baking)^(2)(3)Beverage, Food & TobaccoL + 8.00%9.00%8/9/20188/9/20268,333 8,199 7,808 0.87 
10

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Watchfire Enterprises, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 8.00%9.00%10/2/201310/2/2021$7,000 $6,980 $6,969 0.78 %
World 50, Inc.^(9)Business Services11.50%11.50%1/10/20201/9/202710,000 9,817 9,792 1.09 
WP CPP Holdings, LLC (CPP)^*(2)(3)Aerospace & DefenseL + 7.75%8.75%7/18/20194/30/202639,500 39,160 30,297 3.38 
Zywave, Inc.^(2)(3)High Tech IndustriesL + 9.00%10.00%11/18/201611/17/2023464 459 464 0.05 
Second Lien Debt Total
$306,295 $287,659 32.13 %
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net Assets
Equity Investments (1.69% of fair value)
ANLG Holdings, LLC^(6)Capital Equipment6/22/2018592$592 $978 0.11 %
Avenu Holdings, LLC^(6)Sovereign & Public Finance9/28/20181721722590.03 
BK Intermediate Company, LLC^(6)Healthcare & Pharmaceuticals5/27/20202882882710.03 
Chartis Holding, LLC^(6)Business Services5/1/20194334336010.07 
CIP Revolution Holdings, LLC^(6)Media: Advertising, Printing & Publishing8/19/20163183181540.02 
Cority Software Inc. (Canada)^(6)Software7/2/20192502502800.03 
DecoPac, Inc.^(6)Non-durable Consumer Goods9/29/20171,5001,5002,0840.23 
Derm Growth Partners III, LLC (Dermatology Associates)^(6)Healthcare & Pharmaceuticals5/31/20161,0001,000— 
GRO Sub Holdco, LLC (Grand Rapids)^(6)Healthcare & Pharmaceuticals3/29/2018500500— 
K2 Insurance Services, LLC^(6)Banking, Finance, Insurance & Real Estate7/3/20194334335560.06 
Legacy.com, Inc.^(6)High Tech Industries3/20/20171,5001,5006650.07 
Mailgun Technologies, Inc.^(6)High Tech Industries3/26/20194244247840.09 
North Haven Goldfinch Topco, LLC^(6)Containers, Packaging & Glass6/18/20182,3152,3152,7170.30 
Paramit Corporation^(6)Capital Equipment6/17/20191505007370.08 
PPC Flexible Packaging, LLC^(6)Containers, Packaging & Glass2/1/2019965 965 1,247 0.14 
Rough Country, LLC^(6)Durable Consumer Goods5/25/20177557551,8300.20 
SiteLock Group Holdings, LLC^(6)High Tech Industries4/5/20184464465600.06 
T2 Systems Parent Corporation^(6)Transportation: Consumer9/28/20165565568250.09 
Tailwind HMT Holdings Corp.^(6)Energy: Oil & Gas11/17/2017201,3342,0250.23 
Tank Holding Corp.^(6)Capital Equipment3/26/20198508509430.11 
Titan DI Preferred Holdings, Inc. (Drilling Info)^(6)Energy: Oil & Gas2/11/202010,87610,589 10,549 1.18 
11

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net Assets
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)^(6)Automotive12/2/20191,925$1,925 $2,368 0.27 %
Tweddle Holdings, Inc.*^(6)Media: Advertising, Printing & Publishing9/17/201817— — — 
USLS Acquisition, Inc.^(6)Business Services11/30/2018641641 560 0.06 
W50 Parent LLC^(6)Business Services1/10/2020500500 542 0.06 
Zenith American Holding, Inc.^(6)Business Services12/13/20171,5647821,2870.14 
Zillow Topco LP^(6)Software6/25/20183133121650.02 
Equity Investments Total$29,880 $32,987 3.68 %
Total investments—non-controlled/non-affiliated$1,840,796 $1,737,044 194.03 %
Investments—controlled/affiliatedFootnotesIndustry
Reference Rate & Spread(2)
Interest
Rate 
(2)
Acquisition DateMaturity
Date
Par/
Principal
Amount
Amortized
Cost 
(6)
Fair
Value 
(5)
% of Net Assets
First Lien Debt (0.35% of fair value)
SolAero Technologies Corp. (A1 Term Loan)^(2)(3)(8)(10)TelecommunicationsL + 8.00% (100% PIK)9.00%4/12/201910/12/2022$3,166 $3,166 $1,151 0.13 %
SolAero Technologies Corp. (A2 Term Loan)^(2)(3)(8)(10)TelecommunicationsL + 8.00% (100% PIK)9.00%4/12/201910/12/20228,7078,7073,1650.35 
SolAero Technologies Corp. (Priority Facilities)^(2)(3)(10)(12)TelecommunicationsL + 6.00%7.00%4/12/201910/12/20222,4772,4422,4770.28 
First Lien Debt Total$14,315 $6,793 0.76 %
Investments—controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value
 (5)
% of Net Assets
Equity Investments (0.00% of fair value)
SolAero Technologies Corp.^(6)(10)Telecommunications4/12/20193$2,815 $— — %
Equity Investments Total$2,815 $— — %
12

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
Investments—controlled/affiliatedFootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar Amount/ LLC InterestCost
Fair
Value (7)
% of Net Assets
Investment Fund (10.49% of fair value)
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest^(7)(10)Investment FundN/A—%2/29/20163/1/2021$216,000 $216,001 $204,336 22.83 %
Middle Market Credit Fund, Mezzanine Loan^(2)(7)(9)(10)Investment FundL + 9.00%9.23%6/30/20163/22/2021— — — 
Investment Fund Total$216,001 $204,336 22.83 %
Total investments—controlled/affiliated$233,131 $211,129 23.59 %
Total Investments$2,073,927 $1,948,173 217.62 %

^ Denotes that all or a portion of the assets are owned by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”). The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of TCG BDC SPV LLC (the “SPV”) or Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”).
+ 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 (as amended, the “SPV Credit Facility” and, together with the Credit Facility, the “Facilities”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the Company or the 2015-1 Issuer.
* Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the 2015-1 Issuer, and secure the notes issued in connection with a term debt securitization completed by the Company on June 26, 2015 (see Note 7, Notes Payable). Accordingly, such assets are not available to the creditors of the Company or the SPV.
** Par amount is denominated in USD ("$") unless otherwise noted, as denominated in Euro (“€”) or British Pound (“£”).
(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 September 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 September 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 September 30, 2020. As of September 30, 2020, the reference rates for our variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.23% and the 180-day LIBOR at 0.26%.
(3)Loan includes interest rate floor feature, which is 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), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, equity investments and the investment fund was determined using significant unobservable inputs.
(6)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 September 30, 2020, the aggregate fair value of these securities is $32,987, or 3.68% of the Company’s net assets.
(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)Loan was on non-accrual status as of September 30, 2020.
(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.
13

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
(10)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC, for more details. Transactions related to investments in controlled affiliates for the nine month period ended September 30, 2020, were as follows:
Investments—controlled/affiliatedFair Value as of December 31, 2019Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of September 30, 2020Dividend and Interest Income
Middle Market Credit Fund, LLC, Mezzanine Loan
$93,000 $63,500 $(156,500)$— $— $— $3,049 
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
111,596 92,500 — — 240 204,336 14,750 
Total investments—controlled/affiliated$204,596 $156,000 $(156,500)$— $240 $204,336 $17,799 
Investments—controlled/affiliatedFair Value as of December 31, 2019Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of September 30, 2020Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan)$9,612 $— $(7,135)$— $— $2,477 $237 
SolAero Technologies Corp. (A1 Term Loan)3,166 — — — (2,015)1,151 — 
SolAero Technologies Corp. (A2 Term Loan)8,707 — — — (5,542)3,165 — 
Solaero Technology Corp. (Equity)
826 — — — (826)— — 
Total investments—controlled/affiliated$22,311 $— $(7,135)$— $(8,383)$6,793 $237 

(11)     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%), Legacy.com Inc. (4.44%), and Surgical Information Systems, LLC (1.01%). 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.

(12)As of September 30, 2020, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Airnov, Inc. (Clariant)Revolver0.50%$1,250 $(9)
American Physician Partners, LLCRevolver0.50550 (22)
AMS Group HoldCo, LLCRevolver0.502,315 (17)
Analogic CorporationRevolver0.50168 — 
Apptio, Inc.Revolver0.502,367 
Captive Resources Midco, LLCRevolver0.502,143 
Chartis Holding, LLCDelayed Draw1.006,402 (27)
Chartis Holding, LLCRevolver0.502,401 (10)
Chemical Computing Group ULC (Canada)Revolver0.5029 — 
14

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
CircusTrix Holdings, LLCDelayed Draw1.00%$836 $(160)
Cobblestone Intermediate Holdco LLCDelayed Draw1.00117 — 
Comar Holding Company, LLCRevolver0.502,935 (1)
Cority Software Inc. (Canada)Revolver0.503,000 
Diligent CorporationDelayed Draw1.00141 (1)
Diligent CorporationRevolver0.5047 — 
Ethos Veterinary Health LLCDelayed Draw2.002,696 (62)
EvolveIP, LLCDelayed Draw1.003,922 (27)
EvolveIP, LLCRevolver0.502,353 (16)
FWR Holding CorporationRevolver0.504,444 (439)
iCIMS, Inc.Revolver0.501,252 (10)
Individual FoodService Holdings, LLCRevolver0.50400 (30)
Individual FoodService Holdings, LLCDelayed Draw1.00644 (49)
Innovative Business Services, LLCRevolver0.501,339 (19)
Integrity Marketing Acquisition, LLCDelayed Draw1.00120 
K2 Insurance Services, LLCRevolver0.502,290 (17)
K2 Insurance Services, LLCDelayed Draw1.001,571 (12)
Kaseya, Inc.Delayed Draw1.001,786 
Kaseya, Inc.Delayed Draw0.50882 — 
Kaseya, Inc.Revolver0.50787 — 
Lifelong Learner Holdings, LLCDelayed Draw1.001,690 (240)
Lifelong Learner Holdings, LLCRevolver0.501,377 (196)
Liqui-Box Holdings, Inc.Revolver0.501,403 (20)
Mailgun Technologies, Inc.Revolver0.501,342 (35)
National Carwash Solutions, Inc.Delayed Draw1.00611 (11)
National Carwash Solutions, Inc.Revolver0.50— 
National Technical Systems, Inc.Revolver0.502,500 (9)
NMI AcquisitionCo, Inc.Revolver0.501,280 (1)
Northland Telecommunications CorporationRevolver0.501,702 13 
Northland Telecommunications CorporationRevolver0.501,257 10 
PF Growth Partners, LLCDelayed Draw1.00823 (89)
PPC Flexible Packaging, LLCRevolver0.50881 (9)
PricewaterhouseCoopers Public Sector LLPRevolver0.506,250 (46)
QW Holding Corporation (Quala)Delayed Draw1.00600 (35)
Redwood Services Group, LLCDelayed Draw4.252,500 10 
RSC Acquisition, Inc.Revolver0.50608 (10)
RSC Acquisition, Inc.Delayed Draw1.001,606 (26)
Smile Doctors, LLCDelayed Draw1.00414 (16)
15

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Smile Doctors, LLCRevolver0.50%$424 $(16)
SolAero Technologies Corp. (Priority Facilities)Revolver0.502,068 — 
SPay, Inc.Revolver0.50664 (122)
Superior Health Linens, LLCRevolver0.501,000 (10)
T2 Systems, Inc.Revolver0.502,933 (59)
Tank Holding Corp.Revolver0.3843 — 
The Leaders Romans Bidco Limited (United Kingdom) Term Loan CDelayed Draw1.69587 (12)
Trump Card, LLCRevolver0.50635 (16)
TSB Purchaser, Inc. (Teaching Strategies, LLC)Revolver0.501,342 (18)
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)Revolver0.502,151 (21)
US INFRA SVCS Buyer, LLC (AIMS Companies)Revolver0.502,275 (48)
US INFRA SVCS Buyer, LLC (AIMS Companies)Delayed Draw1.0026,153 (549)
USLS Acquisition, Inc.Revolver0.50946 (68)
USLS Acquisition, Inc.Delayed Draw0.50591 (42)
VRC Companies, LLCRevolver0.501,646 — 
VRC Companies, LLCDelayed Draw0.75236 — 
YLG Holdings, Inc.Delayed Draw1.00790 (24)
Zemax Software Holdings, LLCRevolver0.50642 (8)
Zenith Merger Sub, Inc.Revolver0.501,590 (15)
Zenith Merger Sub, Inc.Delayed Draw1.002,572 (25)
Total unfunded commitments$125,324 $(2,668)
 
As of September 30, 2020, investments at fair value consisted of the following:
TypeAmortized CostFair Value% of Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)$1,438,903 $1,344,575 69.01 %
First Lien/Last Out Debt80,033 78,616 4.04 
Second Lien Debt306,295 287,659 14.77 
Equity Investments32,695 32,987 1.69 
Investment Fund216,001 204,336 10.49 
Total$2,073,927 $1,948,173 100.00 %
16

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
The rate type of debt investments at fair value as of September 30, 2020 was as follows:
Rate TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,810,589 $1,695,881 99.13 %
Fixed Rate14,642 14,969 0.87 
Total$1,825,231 $1,710,850 100.00 %

The industry composition of investments at fair value as of September 30, 2020 was as follows:
IndustryAmortized CostFair Value% of Fair Value
Aerospace & Defense$129,261 $116,061 5.96 %
Automotive43,857 44,652 2.29 
Banking, Finance, Insurance & Real Estate120,634 122,886 6.31 
Beverage, Food & Tobacco91,449 84,218 4.32 
Business Services156,438 152,555 7.83 
Capital Equipment47,308 48,653 2.50 
Chemicals, Plastics & Rubber27,974 26,024 1.34 
Construction & Building5,160 5,249 0.27 
Consumer Services30,323 20,219 1.04 
Containers, Packaging & Glass65,595 66,354 3.41 
Durable Consumer Goods10,571 11,453 0.59 
Energy: Oil & Gas39,765 40,328 2.07 
Environmental Industries48,746 46,514 2.39 
Healthcare & Pharmaceuticals173,622 136,357 7.00 
High Tech Industries211,535 211,397 10.85 
Hotel, Gaming & Leisure98,893 78,895 4.05 
Investment Fund216,001 204,336 10.49 
Media: Advertising, Printing & Publishing36,709 36,603 1.88 
Media: Broadcasting & Subscription45,660 46,654 2.39 
Media: Diversified & Production19,621 19,600 1.01 
Non-durable Consumer Goods1,500 2,084 0.11 
Retail42,601 41,974 2.15 
Software112,822 110,682 5.68 
Sovereign & Public Finance38,104 38,074 1.95 
Telecommunications134,897 116,571 5.98 
Transportation: Cargo37,704 37,639 1.93 
Transportation: Consumer35,646 35,530 1.82 
Wholesale51,531 46,611 2.39 
$2,073,927 $1,948,173 100.00 %
17

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2020
(dollar amounts in thousands)
(unaudited)
The geographical composition of investments at fair value as of September 30, 2020 was as follows:
GeographyAmortized CostFair Value% of Fair Value
Canada$21,650 $22,188 1.14 %
Cyprus4,825 5,177 0.27 
Luxembourg36,460 34,051 1.75 
United Kingdom93,322 92,198 4.73 
United States1,917,670 1,794,559 92.11 
Total$2,073,927 $1,948,173 100.00 %


The accompanying notes are an integral part of these consolidated financial statements.
18

TCG BDC, 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)
% of Net Assets
First Lien Debt (77.29%)
Aero Operating, LLC (Dejana Industries, Inc.)
^+*
(2) (3) (13)
Business Services
L + 7.25%
9.16%1/5/201812/29/2022$3,517 $3,491 $3,449 0.36 %
Airnov, Inc.
^
(2) (3) (13)
Containers, Packaging & Glass
L + 5.25%
7.16%12/20/201912/19/202512,813 12,602 12,601 1.32 
Alpha Packaging Holdings, Inc.
+*
(2) (3)
Containers, Packaging & Glass
L + 4.25%
6.35%6/26/20155/12/20202,836 2,836 2,822 0.30 
Alpine SG, LLC
^*
(2) (3)
High Tech Industries
L + 6.50%
8.43%2/2/201811/16/202215,301 15,187 15,244 1.59 
American Physician Partners, LLC
^+*
(2) (3) (13)
Healthcare & Pharmaceuticals
L + 6.50%
8.58%1/7/201912/21/202138,235 37,868 38,110 3.98 
AMS Group HoldCo, LLC
^+*
(2) (3) (13)
Transportation: Cargo
L + 6.00%
8.07%9/29/20179/29/202330,808 30,361 30,457 3.18 
Analogic Corporation
^+*
(2) (3) (13)
Healthcare & Pharmaceuticals
L + 6.00%
7.70%6/22/20186/22/202434,784 34,190 34,784 3.64 
Anchor Hocking, LLC
^
(2) (3)
Durable Consumer Goods
L + 8.75%
10.66%1/25/20191/25/202410,707 10,410 10,359 1.08 
Apptio, Inc.
^
(2) (3) (13)
Software
L + 7.25%
8.96%1/10/20191/10/202535,541 34,874 35,237 3.68 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)
^
(2) (3) (7)
Software
L + 6.00%
7.93%12/24/201912/24/202637,500 36,563 36,563 3.82 
Avenu Holdings, LLC
+*
(2) (3)
Sovereign & Public Finance
L + 5.25%
7.35%9/28/20189/28/202438,665 38,125 37,227 3.89 
Barnes & Noble, Inc.
^
(2) (3) (11)
Retail
L + 5.50%
9.07%8/7/20198/7/202417,637 17,225 17,196 1.80 
BMS Holdings III Corp.
^*
(2) (3) (13)
Construction & Building
L + 5.25%
7.35%9/30/20199/30/202611,638 11,274 11,591 1.21 
Brooks Equipment Company, LLC
+*
(2) (3)
Construction & Building
L + 5.00%
6.91%6/26/20158/29/20202,443 2,439 2,441 0.26 
Capstone Logistics Acquisition, Inc.
+*
(2) (3)
Transportation: Cargo
L + 4.50%
6.20%6/26/201510/7/20213,976 3,962 3,894 0.41 
Captive Resources Midco, LLC
^*
(2) (3) (13)
Banking, Finance, Insurance & Real Estate
L + 6.00%
8.18%6/30/20155/31/202530,301 29,814 30,158 3.15 
Central Security Group, Inc.
+*
(2) (3)
Consumer Services
L + 5.63%
7.33%6/26/201510/6/202122,634 22,531 19,466 2.04 
Chartis Holding, LLC
^
(2) (3) (13)
Business Services
L + 5.25%
7.28%5/1/20195/1/202515,926 15,538 15,723 1.64 
Chemical Computing Group ULC (Canada)
^*
(2) (3) (7) (13)
Software
L + 5.25%
6.95%8/30/20188/30/202314,674 14,567 14,539 1.52 
CircusTrix Holdings, LLC
^+*
(2) (3)
Hotel, Gaming & Leisure
L + 5.50%
7.20%2/2/201812/6/20219,397 9,342 9,242 0.97 
Comar Holding Company, LLC
^+*
(2) (3) (13)
Containers, Packaging & Glass
L + 5.25%
6.96%6/18/20186/18/202427,783 27,254 27,101 2.83 
Cority Software Inc. (Canada)
^
(2) (3) (7) (13)
Software
L + 5.50%
7.57%7/2/20197/2/202627,000 26,435 26,400 2.76 
Dent Wizard International Corporation
+
(2) (3)
Automotive
L + 4.00%
5.70%4/28/20154/7/2022877 877 873 0.09 
Derm Growth Partners III, LLC (Dermatology Associates)
^
(2) (3) (9)
Healthcare & Pharmaceuticals
L + 6.25% (100% PIK)
8.16%5/31/20165/31/202256,310 56,026 39,716 4.15 
DermaRite Industries, LLC
^*
(2) (3) (13)
Healthcare & Pharmaceuticals
L + 7.00%
8.70%3/3/20173/3/202222,647 22,481 21,690 2.27 
Digicel Limited (Jamaica)
^
(7)
Telecommunications
6.00%
6.00%7/23/20194/15/2021250 202 195 0.02 
19

TCG BDC, 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)
% of Net Assets
Dimensional Dental Management, LLC
^
(2) (3) (11) (13)
Healthcare & Pharmaceuticals
L + 5.75%
10.00%2/12/20162/12/2021$1,224 $1,199 $1,224 0.13 %
Dimensional Dental Management, LLC
^
(2) (3) (9) (11)
Healthcare & Pharmaceuticals
L + 5.75%
8.66%2/12/20167/22/202033,674 33,301 — — 
Direct Travel, Inc.
^+*
(2) (3)
Hotel, Gaming & Leisure
L + 6.50%
8.41%10/14/201612/1/202136,805 36,515 36,757 3.84 
DTI Holdco, Inc.
*
(2) (3)
High Tech Industries
L + 4.75%
6.68%12/18/20189/30/20231,974 1,871 1,841 0.19 
Emergency Communications Network, LLC
^+*
(2) (3)
Telecommunications
L + 6.25%
8.14%6/1/20176/1/202324,375 24,233 22,323 2.33 
Ensono, LP
*
(2) (3)
Telecommunications
L + 5.25%
6.95%4/30/20186/27/20258,537 8,452 8,537 0.89 
Ethos Veterinary Health LLC
^+
(2) (3) (13)
Consumer Services
L + 4.75%
6.45%5/17/20195/15/202610,869 10,744 10,807 1.13 
EvolveIP, LLC
^+*
(2) (3)
Telecommunications
L + 5.75%
7.45%11/26/20196/7/202334,420 33,923 34,420 3.60 
Frontline Technologies Holdings, LLC
^*
(2) (3)
Software
L + 5.75%
7.85%9/18/20179/18/202348,242 47,949 48,705 5.09 
FWR Holding Corporation
^+*
(2) (3) (13)
Beverage, Food & Tobacco
L + 5.50%
7.29%8/21/20178/21/202348,630 47,950 48,393 5.06 
Green Energy Partners/Stonewall, LLC
+*
(2) (3)
Energy: Electricity
L + 5.50%
7.60%6/26/201511/10/202119,550 19,374 18,034 1.89 
GRO Sub Holdco, LLC (Grand Rapids)
^+*
(2) (3) (13)
Healthcare & Pharmaceuticals
L + 6.00%
8.10%2/28/20182/22/20236,465 6,380 6,085 0.64 
Hummel Station, LLC
+*
(2) (3)
Energy: Electricity
L + 6.00%
7.70%2/3/201610/27/202214,641 14,169 12,896 1.35 
Hydrofarm, LLC
^
(2) (3)
Wholesale
L+10.00% (30% Cash / 70% PIK)
11.91%5/15/20175/12/202221,556 21,254 13,647 1.43 
iCIMS, Inc.
^
(2) (3) (13)
Software
L + 6.50%
8.29%9/12/20189/12/202423,930 23,507 23,927 2.50 
Innovative Business Services, LLC
^*
(2) (3) (13)
High Tech Industries
L + 5.50%
7.53%4/5/20184/5/202316,143 15,782 15,880 1.66 
K2 Insurance Services, LLC
^+*
(2) (3) (13)
Banking, Finance, Insurance & Real Estate
L + 5.00%
7.19%7/3/20197/1/202422,027 21,487 22,062 2.31 
Kaseya Inc.
^
(2) (3) (13)
High Tech Industries
L + 5.50%, 1.00% PIK
8.41%5/3/20195/2/202519,545 19,145 19,590 2.05 
Legacy.com, Inc.
^
(2) (3) (11)
High Tech Industries
L + 9.98%
11.77%3/20/20173/20/202317,080 16,832 16,325 1.71 
Lifelong Learner Holdings, LLC
^*
(2) (3) (13)
Business Services
L + 5.75%
7.51%10/18/201910/18/202623,523 22,971 23,240 2.43 
Liqui-Box Holdings, Inc.
^
(2) (3) (13)
Containers, Packaging & Glass
L + 4.50%
6.41%6/3/20196/3/2024— (26)(37)— 
Mailgun Technologies, Inc.
^
(2) (3) (13)
High Tech Industries
L + 5.00%
7.10%3/26/20193/26/202511,853 11,607 11,655 1.22 
National Carwash Solutions, Inc.
^+
(2) (3) (13)
Automotive
L + 6.00%
7.69%8/7/20184/28/20239,511 9,342 9,428 0.99 
National Technical Systems, Inc.
^+*
(2) (3) (13)
Aerospace & Defense
L + 6.25%
7.94%6/26/20156/12/202127,950 27,801 27,920 2.92 
NES Global Talent Finance US, LLC (United Kingdom)
+*
(2) (3) (7)
Energy: Oil & Gas
L + 5.50%
7.43%5/9/20185/11/20239,890 9,762 9,763 1.02 
20

TCG BDC, 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)
% of Net Assets
Nexus Technologies, LLC
*
(2) (3)
High Tech Industries
L + 5.50%, 1.50% PIK
8.91%12/11/201812/5/2023$6,172 $6,119 $5,621 0.59 %
NMI AcquisitionCo, Inc.
^+*
(2) (3) (13)
High Tech Industries
L + 5.75%
7.45%9/6/20179/6/202250,067 49,471 49,888 5.22 
Northland Telecommunications Corporation
^*
(2) (3) (13)
Media: Broadcast & Subscription
L + 5.75%
7.46%10/1/201810/1/202546,603 45,916 46,529 4.86 
Paramit Corporation
+*
(2) (3)
Capital Equipment
L + 4.50%
6.22%5/3/20195/3/20256,298 6,241 6,268 0.66 
PF Growth Partners, LLC
^+*
(2) (3) (13)
Hotel, Gaming & Leisure
L + 5.00%
6.70%7/1/20197/11/20257,161 7,045 7,135 0.75 
Plano Molding Company, LLC
^
(2) (3)
Hotel, Gaming & Leisure
L + 7.50%
9.20%5/1/20155/12/202114,752 14,645 14,085 1.47 
PPC Flexible Packaging, LLC
+*
(2) (3) (13)
Containers, Packaging & Glass
L + 5.50%
7.19%11/23/201811/23/202413,591 13,404 13,464 1.41 
PPT Management Holdings, LLC
^
(2) (3)
Healthcare & Pharmaceuticals
L + 6.00%, 0.75% PIK
8.66%12/15/201612/16/202227,744 27,627 23,155 2.42 
Pretium Packaging, LLC
^
(2) (3)
Containers, Packaging & Glass
L + 5.00%
6.91%8/15/201911/14/20237,700 7,631 7,700 0.81 
PricewaterhouseCoopers Public Sector LLP
^
(2) (3) (13)
Aerospace & Defense
L + 3.25%
5.16%5/1/20185/1/2023— (105)(46)— 
Product Quest Manufacturing, LLC
^
(2) (3) (9)
Containers, Packaging & Glass
L + 6.75%
5.75%9/21/20173/31/2020840 840 840 0.09 
Propel Insurance Agency, LLC
^
(2) (3)
Banking, Finance, Insurance & Real Estate
L + 4.25%
6.35%6/1/20186/1/20242,363 2,347 2,353 0.25 
QW Holding Corporation (Quala)
^+*
(2) (3) (13)
Environmental Industries
L + 5.75%
7.73%8/31/20168/31/202243,358 42,802 43,106 4.51 
Redwood Services Group, LLC
^
(2) (3)
High Tech Industries
L + 6.00%
7.91%11/13/20186/6/20238,427 8,363 8,342 0.87 
Riveron Acquisition Holdings, Inc.
^+*
(2) (3)
Banking, Finance, Insurance & Real Estate
L + 6.00%
7.91%5/22/20195/22/202519,968 19,605 19,587 2.05 
RSC Acquisition, Inc.
^
(2) (3) (13)
Banking, Finance, Insurance & Real Estate
L + 5.50%
7.41%11/1/201911/1/202611,594 11,222 11,449 1.20 
Sapphire Convention, Inc. (Smart City)
*+^
(2) (3) (13)
Telecommunications
L + 5.25%
7.27%11/20/201811/20/202528,577 28,009 28,329 2.96 
Smile Doctors, LLC
^*+
(2) (3) (13)
Healthcare & Pharmaceuticals
L + 6.00%
8.07%10/6/201710/6/202222,227 22,136 21,996 2.30 
Sovos Brands Intermediate, Inc.
+*
(2) (3)
Beverage, Food & Tobacco
L + 5.00%
7.20%11/16/201811/20/202519,899 19,714 19,750 2.06 
SPay, Inc.
^+*
(2) (3) (13)
Hotel, Gaming & Leisure
L + 5.75%
7.46%6/15/20186/17/202420,512 20,179 18,694 1.95 
Superior Health Linens, LLC
^+*
(2) (3) (13)
Business Services
L + 7.50%, 0.50% PIK
9.91%9/30/20169/30/202121,805 21,666 19,933 2.08 
Surgical Information Systems, LLC
^+*
(2) (3) (11)
High Tech Industries
L + 4.50%
7.47%4/24/20174/24/202326,168 26,007 25,715 2.69 
T2 Systems, Inc.
^+*
(2) (3) (13)
Transportation: Consumer
L + 6.75%
8.85%9/28/20169/28/202235,648 35,159 35,648 3.73 
Tank Holding Corp.
^
(2) (3) (13)
Capital Equipment
L + 4.00%
5.76%3/26/20193/26/2024— — — — 
The Leaders Romans Bidco Limited (United Kingdom)
^
(2) (3) (7) (13)
Banking, Finance, Insurance & Real Estate
L + 6.75%, 3.50% PIK
11.01%7/23/20196/30/2024£19,577 24,865 26,531 2.77 
21

TCG BDC, 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)
% of Net Assets
Transform SR Holdings, LLC
^
(2) (3)
Retail
L + 7.25%
9.18%2/11/20192/12/2024$19,050 $18,887 $18,860 1.97 %
Trump Card, LLC
^+*
(2) (3) (13)
Transportation: Cargo
L + 5.50%
7.63%6/26/20184/21/20227,918 7,881 7,869 0.82 
TSB Purchaser, Inc. (Teaching Strategies, LLC)
^+*
(2) (3) (13)
Media: Advertising, Printing & Publishing
L + 6.00%
8.10%5/14/20185/14/202428,294 27,726 28,105 2.94 
Turbo Buyer, Inc.
^
(2) (3) (13)
Automotive
L + 6.00%
7.69%12/2/201912/2/202527,897 27,033 27,439 2.87 
Tweddle Group, Inc.
^
(2) (3)
Media: Advertising, Printing & Publishing
L + 4.50%
6.20%9/17/20189/17/20231,908 1,885 1,859 0.19 
U.S. Acute Care Solutions, LLC
+*
(2) (3)
Healthcare & Pharmaceuticals
L + 5.00%
6.91%2/21/20195/15/20214,265 4,230 4,053 0.42 
Unifrutti Financing PLC (Cyprus)
^
(2) (3) (7)
Beverage, Food & Tobacco
7.50%, 1.00% PIK
8.50%9/15/20199/15/20264,530 4,746 4,836 0.51 
USLS Acquisition, Inc.
^*
(2) (3) (13)
Business Services
L + 5.75%
7.85%11/30/201811/30/202422,139 21,741 21,674 2.27 
VRC Companies, LLC
^+*
(2) (3) (13)
Business Services
L + 6.50%
8.21%3/31/20173/31/202357,164 56,674 57,106 5.97 
Westfall Technik, Inc.
^
(2) (3) (13)
Chemicals, Plastics & Rubber
L + 5.75%
7.66%9/13/20189/13/202427,973 27,432 26,962 2.82 
WP CPP Holdings, LLC (CPP)
^
(2) (3)
Aerospace & Defense
L + 3.75%
5.66%7/18/20194/30/202520,000 19,817 19,826 2.07 
Zemax Software Holdings, LLC
^*
(2) (3) (13)
Software
L + 5.75%
7.85%6/25/20186/25/202410,146 10,013 10,087 1.05 
Zenith Merger Sub, Inc.
^
(2) (3) (13)
Business Services
L + 5.25%
7.35%12/13/201712/13/202316,530 16,321 16,405 1.72 
First Lien Debt Total
$1,725,479 $1,707,292 $1,641,653 171.66 %
Second Lien Debt (11.04%)
Access CIG, LLC
*
(2) (3)
Business Services
L + 7.75%
9.44%2/14/20182/27/2026$2,700 $2,687 $2,681 0.28 %
Aimbridge Acquisition Co., Inc.
^*
(2) (3)
Hotel, Gaming & Leisure
L + 7.50%
9.19%2/1/20192/1/20279,241 9,089 9,160 0.96 
AQA Acquisition Holding, Inc.
^
(2) (3)
High Tech Industries
L + 8.00%
10.09%10/1/20185/24/202440,000 39,670 39,740 4.15 
Brave Parent Holdings, Inc.
^*
(2) (3)
Software
L + 7.50%
9.43%10/3/20184/19/202619,062 18,660 18,261 1.91 
Higginbotham Insurance Agency, Inc.
^
(2) (3)
Banking, Finance, Insurance & Real Estate
L + 7.50%
9.20%12/3/201912/19/20252,500 2,475 2,493 0.26 
Jazz Acquisition, Inc.
^
(2) (3)
Aerospace & Defense
L + 8.00%
10.10%6/13/20196/18/202723,450 23,117 23,225 2.43 
Le Tote, Inc.
^
(2) (3)
Retail
L + 6.75%
8.66%11/8/201911/8/20247,143 6,969 6,964 0.73 
Outcomes Group Holdings, Inc.
^*
(2) (3)
Business Services
L + 7.50%
9.41%10/23/201810/26/20264,500 4,490 4,487 0.47 
Pathway Vet Alliance, LLC
^
(2) (3) (13)
Consumer Services
L + 8.50%
10.22%11/14/201912/23/20258,050 7,814 8,074 0.84 
Pharmalogic Holdings Corp.
^
(2) (3)
Healthcare & Pharmaceuticals
L + 8.00%
9.70%6/7/201812/11/2023800 797 796 0.08 
Quartz Holding Company (QuickBase, Inc.)
^
(2) (3)
Software
L + 8.00%
9.71%4/2/20194/2/202711,900 11,677 11,662 1.22 
Reladyne, Inc.
^+*
(2) (3) (13)
Wholesale
L + 9.50%
11.60%4/19/20181/21/202312,242 12,080 12,234 1.28 
Tank Holding Corp.
^*
(2) (3)
Capital Equipment
L + 8.25%
11.04%3/26/20193/26/202737,380 36,771 37,223 3.89 
Ultimate Baked Goods MIDCO, LLC (Rise Baking)
^
(2) (3)
Beverage, Food & Tobacco
L + 8.00%
9.70%8/9/20188/9/20268,333 8,187 8,243 0.86 
Watchfire Enterprises, Inc.
^
(2) (3)
Media: Advertising, Printing & Publishing
L + 8.00%
9.95%10/2/201310/2/20217,000 6,966 6,998 0.73 
WP CPP Holdings, LLC (CPP)
^*
(2) (3)
Aerospace & Defense
L + 7.75%
9.68%7/18/20194/30/202639,500 39,125 38,833 4.06 
22

TCG BDC, 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)
% of Net Assets
Zywave, Inc.
^
(2) (3)
High Tech Industries
L + 9.00%
10.94%11/18/201611/17/2023$3,468 $3,432 $3,458 0.36 %
Second Lien Debt Total
$237,269 $234,006 $234,532 24.51 %
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair Value (5)
% of Net Assets
Equity Investments (0.98%)
ANLG Holdings, LLC
^(6)Healthcare & Pharmaceuticals6/22/2018880 $880 $973 0.10 %
Avenu Holdings, LLC
^(6)Sovereign & Public Finance9/28/2018172 172 154 0.02 
Chartis Holding, LLC
^(6)Business Services5/1/2019433 433 589 0.06 
CIP Revolution Holdings, LLC
^(6)Media: Advertising, Printing & Publishing8/19/2016318 318 444 0.05 
Cority Software Inc. (Canada)
^(6)Software7/2/2019250 250 306 0.03 
DecoPac, Inc.
^(6)Non-durable Consumer Goods9/29/20171,500 1,500 1,999 0.21 
Derm Growth Partners III, LLC (Dermatology Associates)
^(6)Healthcare & Pharmaceuticals5/31/20161,000 1,000 — — 
GRO Sub Holdco, LLC (Grand Rapids)
^(6)Healthcare & Pharmaceuticals3/29/2018500 500 137 0.01 
K2 Insurance Services, LLC
^(6)Banking, Finance, Insurance & Real Estate7/3/2019433 433 486 0.05 
Legacy.com, Inc.
^(6)High Tech Industries3/20/20171,500 1,500 783 0.08 
Mailgun Technologies, Inc.
^(6)High Tech Industries3/26/2019424 424 605 0.06 
North Haven Goldfinch Topco, LLC
^(6)Containers, Packaging & Glass6/18/20182,315 2,315 2,542 0.27 
Paramit Corporation
^(6)Capital Equipment6/17/2019150 500 501 0.05 
PPC Flexible Packaging, LLC
^(6)Containers, Packaging & Glass2/1/2019965 965 1,174 0.12 
Rough Country, LLC
^(6)Durable Consumer Goods5/25/2017755 755 1,225 0.13 
SiteLock Group Holdings, LLC
^(6)High Tech Industries4/5/2018446 446 587 0.06 
T2 Systems Parent Corporation
^(6)Transportation: Consumer9/28/2016556 556 628 0.07 
Tailwind HMT Holdings Corp.
^(6)Energy: Oil & Gas11/17/201720 2,000 2,211 0.23 
Tank Holding Corp.
^(6)Capital Equipment3/26/2019850 850 1,035 0.11 
Turbo Buyer, Inc.
^(6)Automotive12/2/20191,925 1,925 1,925 0.20 
Tweddle Holdings, Inc.
^*(6)Media: Advertising, Printing & Publishing9/17/201817 — — — 
USLS Acquisition, Inc.
^(6)Business Services11/30/2018641 641 720 0.08 
Zenith American Holding, Inc.
^(6)Business Services12/13/20171,564 782 1,490 0.16 
Zillow Topco LP
^(6)Software6/25/2018313 312 358 0.04 
Equity Investments Total
$19,457 $20,872 2.19 %
Total investments—non-controlled/non-affiliated$1,960,755 $1,897,057 198.36 %
23

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2019
(dollar amounts in thousands)
Investments—controlled/affiliated
Footnotes
Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net Assets
First Lien Debt (1.01%)
SolAero Technologies Corp. (A1 Term Loan)
^
(2) (3) (9) (10)
Telecommunications
L + 8.00% (100% PIK)
9.91%4/12/201910/12/2022$3,166 $3,166 $3,166 0.33 %
SolAero Technologies Corp. (A2 Term Loan)
^
(2) (3) (9) (10)
Telecommunications
L + 8.00% (100% PIK)
9.91%4/12/201910/12/20228,707 8,707 8,707 0.91 
SolAero Technologies Corp. (Priority Term Loan)
^
(2) (3) (10) (13)
Telecommunications
L + 6.00%
7.91%4/12/201910/12/20229,612 9,507 9,612 1.00 
First Lien Debt Total
$21,485 $21,380 $21,485 2.24 %
Investments—controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value 
(5)
% of Net Assets
Equity Investments (—)
SolAero Technologies Corp.^(6) (10)Telecommunications4/12/2019$2,815 $826 0.09 %
Equity Investments Total$2,815 $826 0.09 %
Investments—controlled/affiliated
Industry
Reference Rate & Spread(2)
Interest Rate(2)
Acquisition Date
Maturity Date
Par Amount/ LLC Interest
Cost
Fair Value(7)
% of Net Assets
Investment Fund (9.63%)
Middle Market Credit Fund, Mezzanine Loan
^
(2) (7) (8) (10)
Investment Fund
L + 9.00%
10.97%6/30/20165/18/2021$93,000 $93,000 $93,000 9.72 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest
^
(7) (10)
Investment Fund
N/A
0.001%2/29/20163/1/2021123,500 123,501 111,596 11.67 %
Investment Fund Total
$216,500 $216,501 $204,596 21.39 %
Total investments—controlled/affiliated
$237,985 $240,696 $226,907 23.72 %
Total investments
$2,200,733 $2,201,451 $2,123,964 222.08 %
^ Denotes that all or a portion of the assets are owned by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”). The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of TCG BDC SPV LLC (the “SPV”) or Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”).
+ Denotes that all or a portion of the assets are owned by the Company’s wholly owned subsidiary, the SPV. The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility” and, together with the Credit Facility, the “Facilities”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the Company or the 2015-1 Issuer.
* Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the 2015-1 Issuer, and secure the notes issued in connection with a term debt securitization completed by the Company on June 26, 2015 (see Note 7, Notes Payable). Accordingly, such assets are not available to the creditors of the Company or the SPV.
** Par amount is denominated in USD ("$") unless otherwise noted, as denominated in Euro (“€”) or British Pound (“£”).
(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 December 31, 2019, the Company does not “control” any of these portfolio companies.
24

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2019
(dollar amounts in thousands)
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 our variable rate loans were the 30-day LIBOR at 1.75%, the 90-day LIBOR at 1.91% and the 180-day LIBOR at 1.91%.
(3)Loan includes interest rate floor feature, which is 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), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, equity investments and the investment fund was determined using significant unobservable inputs.
(6)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 $21,698, or 2.60% of the Company’s net assets.
(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)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(9)Loan was on non-accrual status as of December 31, 2019.
(10)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC, for more details. Transactions related to investments in controlled affiliates for the year ended December 31, 2019, were as follows:
Investments—controlled/affiliatedFair Value as of December 31, 2018Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2019Dividend and Interest Income
Middle Market Credit Fund, LLC, Mezzanine Loan
$112,000 $126,200 $(145,200)$— $— $93,000 $12,181 
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
110,295 5,500 — — (4,199)111,596 15,750 
Total investments—controlled/affiliated$222,295 $131,700 $(145,200)$— $(4,199)$204,596 $27,931 
Investments—controlled/affiliatedFair Value as of December 31, 2018Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2019Dividend and Interest Income
SolAero Technologies Corp.
$17,968 $— $(18,319)$(9,091)$9,442 $— $— 
SolAero Technologies Corp. (Priority Term Loan)— 9,630 — — — 9,630 226 
SolAero Technologies Corp. (A1 Term Loan)— 3,166 — — — 3,166 — 
SolAero Technologies Corp. (A2 Term Loan)— 8,707 — — — 8,707 — 
Solaero Technology Corp. (Equity)
— 2,815 — — (554)2,261 — 
Total investments—controlled/affiliated$17,968 $24,318 $(18,319)$(9,091)$8,888 $23,764 $226 

(11)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%), Dimensional Dental Management, LLC (4.87%), Legacy.com Inc. (3.73%) and Surgical Information Systems, LLC (1.13%). 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.

25

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2019
(dollar amounts in thousands)
(12)Under the Investment Company Act, the Company is deemed an “affiliated person” of this portfolio company because the Company owns 5% or more of the portfolio company’s outstanding voting securities. Transactions related to investments in non-controlled affiliates for the year ended December 31, 2019, were as follows:
Investments—non-controlled/affiliatedFair Value as of December 31, 2018Purchases/ Paid-in-kind interestSales/ PaydownsNet Accretion of DiscountNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2019Interest Income
TwentyEighty, Inc. - Revolver
$— $— $— $$— $(1)$— $— 
TwentyEighty, Inc. - (Term A Loans)316 — (415)101 (1)— 19 
TwentyEighty, Inc. - (Term B Loans) 6,855 230 (7,102)76 — (59)— 498 
TwentyEighty, Inc. - (Term C Loans) 6,981 489 (7,397)179 — (252)— 692 
TwentyEighty Investors LLC (Equity)4,391 — — — 7,990 (4,391)— — 
Total investments—non-controlled/affiliated$18,543 $719 $(14,914)$257 $8,091 $(4,704)$— $1,209 

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

Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Aero Operating, LLC (Dejana Industries, Inc.)Revolver1.00%$159 $(3)
Airnov, Inc.Revolver0.501,250 (19)
American Physician Partners, LLCRevolver0.501,500 (5)
AMS Group HoldCo, LLCRevolver0.502,315 (25)
Analogic CorporationRevolver0.503,029 — 
Apptio, Inc.Revolver0.502,367 (19)
BMS Holdings III Corp.Delayed Draw1.003,333 (10)
Captive Resources Midco, LLCRevolver0.502,143 (9)
Chartis Group, LLCRevolver0.502,401 (20)
Chartis Group, LLCDelayed Draw0.506,402 (52)
Chemical Computing Group ULC (Canada)Revolver0.50903 (8)
Comar Holding Company, LLCDelayed Draw1.005,136 (103)
Comar Holding Company, LLCRevolver0.501,168 (23)
Cority Software, Inc. (Canada)Revolver0.503,000 (60)
DermaRite Industries, LLCRevolver0.50807 (33)
Dimensional Dental Management, LLCRevolver0.5048 — 
Ethos Veterinary Health, LLCDelayed Draw1.002,696 (12)
Evolve IPRevolver0.502,941 — 
Evolve IPDelayed Draw1.003,922 — 
FWR Holding CorporationDelayed Draw1.0087 — 
FWR Holding CorporationRevolver0.50667 (3)
GRO Sub Holdco, LLC (Grand Rapids)Revolver0.501,071 (54)
26

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2019
(dollar amounts in thousands)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
iCIMS, Inc.Revolver0.50%$1,252 $— 
Innovative Business Services, LLCRevolver0.502,232 (32)
K2 Insurance Services, LLCRevolver0.502,290 
K2 Insurance Services, LLCDelayed Draw1.005,344 
Kaseya Inc.Revolver0.50661 
Kaseya Inc.Delayed Draw0.501,918 
Lifelong Learner Holdings, LLCRevolver0.501,901 (19)
Lifelong Learner Holdings, LLCDelayed Draw2,878 (29)
Liqui-Box Holdings, Inc.Revolver0.502,630 (37)
Mailgun Technologies, Inc.Revolver0.501,342 (20)
National Car Wash Solutions, LPRevolver0.50310 (2)
National Car Wash Solutions, LPDelayed Draw1.001,111 (8)
National Technical Systems, Inc.Revolver0.502,500 (2)
NMI AcquisitionCo, Inc.Revolver0.501,280 (4)
Northland Telecommunications CorporationRevolver0.502,960 (4)
Pathway Vet Alliance, LLCDelayed Draw1.007,950 12 
PF Growth Partners, LLCDelayed Draw1.001,028 (3)
PPC Flexible Packaging, LLCRevolver0.501,957 (16)
PricewaterhouseCoopers Public Sector LLPRevolver0.506,250 (46)
QW Holding Corporation (Quala)Delayed Draw1.00809 (5)
RSC Acquisition, Inc.Revolver0.50608 (4)
RSC Acquisition, Inc.Delayed Draw1.007,757 (57)
Sapphire Convention, Inc. (Smart CityRevolver0.504,528 (34)
Smile Doctors, LLCRevolver0.50707 (7)
Smile Doctors, LLCDelayed Draw1.001,477 (14)
SolAero Technologies Corp. (Priority Term Loan)Revolver1.00542 — 
SPay, Inc.Revolver0.50682 (58)
Superior Health Linens, LLCRevolver0.50693 (58)
T2 Systems, Inc.Revolver0.502,053 — 
Tank Holding Corp.Revolver0.5047 — 
TSB Purchaser, Inc. (Teaching Strategies, LLC)Revolver0.501,342 (9)
The Leaders Romans Bidco Limited (United Kingdom)Delayed Draw1.69£3,533 (94)
Trump Card, LLCRevolver0.50369 (2)
Turbo Buyer, Inc.Revolver0.502,151 (28)
Turbo Buyer, Inc.Delayed Draw1.004,904 (64)
USLS Acquisition, Inc.Revolver0.50946 (19)
VRC Companies, LLCDelayed Draw0.75210 — 
VRC Companies, LLCRevolver0.501,119 (1)
Westfall Technik, Inc.Revolver0.50431 (11)
27

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2019
(dollar amounts in thousands)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Westfall Technik, Inc.Delayed Draw1.00%$12,190 $(304)
Zemax Software Holdings, LLCRevolver0.501,284 (7)
Zenith American Holding, Inc.Delayed Draw1.003,189 (18)
Zenith American Holding, Inc.Revolver0.503,180 (17)
Total unfunded commitments$149,890 $(1,465)
As of December 31, 2019, investments at fair value consisted of the following:
TypeAmortized CostFair Value% of Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)$1,649,721 $1,585,042 74.63 %
First Lien/Last Out Debt78,951 78,096 3.68 
Second Lien Debt234,006 234,532 11.04 
Equity Investments22,272 21,698 1.02 
Investment Fund216,501 204,596 9.63 
Total$2,201,451 $2,123,964 100.00 %
28

TCG BDC, 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 TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,957,730 $1,892,639 99.73 %
Fixed Rate4,948 5,031 0.27 
Total$1,962,678 $1,897,670 100.00 %

The industry composition of investments at fair value as of December 31, 2019 was as follows:
IndustryAmortized CostFair Value% of Fair Value
Aerospace & Defense$109,755 $109,758 5.17 %
Automotive39,177 39,665 1.87 
Banking, Finance, Insurance & Real Estate112,248 115,119 5.42 
Beverage, Food & Tobacco80,597 81,222 3.82 
Business Services167,435 167,497 7.89 
Capital Equipment44,362 45,027 2.12 
Chemicals, Plastics & Rubber27,432 26,962 1.27 
Construction & Building13,713 14,032 0.66 
Consumer Services41,089 38,347 1.81 
Containers, Packaging & Glass67,821 68,207 3.21 
Durable Consumer Goods11,165 11,584 0.55 
Energy: Electricity33,543 30,930 1.46 
Energy: Oil & Gas11,762 11,974 0.56 
Environmental Industries42,802 43,106 2.03 
Healthcare & Pharmaceuticals248,615 192,719 9.07 
High Tech Industries215,856 215,274 10.13 
Hotel, Gaming & Leisure96,815 95,073 4.48 
Investment Fund216,501 204,596 9.63 
Media: Broadcast & Subscription45,916 46,529 2.19 
Media: Advertising, Printing & Publishing36,895 37,406 1.76 
Non-durable Consumer Goods1,500 1,999 0.09 
Retail43,081 43,020 2.03 
Software224,807 226,045 10.63 
Sovereign & Public Finance38,297 37,381 1.76 
Telecommunications119,014 116,115 5.47 
Transportation: Cargo42,204 42,220 1.99 
Transportation: Consumer35,715 36,276 1.71 
Wholesale33,334 25,881 1.22 
Total$2,201,451 $2,123,964 100.00 %
29

TCG BDC, 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:
GeographyAmortized CostFair Value% of Fair Value
Canada$41,002 $40,939 1.93 %
Cyprus4,746 4,836 0.23 
Jamaica202 195 0.01 
Luxembourg36,563 36,563 1.72 
United Kingdom24,865 26,531 1.25 
United States2,094,073 2,014,900 94.86 
Total$2,201,451 $2,123,964 100.00 %


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

30



TCG BDC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of September 30, 2020
(dollar amounts in thousands, except per share data)
1. ORGANIZATION
TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) is a Maryland corporation formed on February 8, 2012, and 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 current income and capital appreciation primarily through debt investments. 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 origination of secured debt instruments, 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 Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, the Company expects that between 70% and 80% of the value of its assets will be invested in Middle Market Senior Loans. The Company expects that the composition of its portfolio will change over time given the Investment Adviser’s view on, among other things, the economic and credit environment (including with respect to interest rates) in which the Company is operating.
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 May 2, 2013, the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations. Effective March 15, 2017, the Company changed its name from “Carlyle GMS Finance, Inc.” to “TCG BDC, Inc.” On June 19, 2017, the Company closed its initial public offering (“IPO”), issuing 9,454,200 shares of its common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of $169,488. Shares of common stock of TCG BDC began trading on the Nasdaq Global Select Market under the symbol “CGBD” on June 14, 2017.
Until December 31, 2017, the Company was an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012. As of June 30, 2017, the market value of the common stock held by non-affiliates exceeded $700,000. Accordingly, the Company ceased to be an emerging growth company as of December 31, 2017.
The Company is externally managed by the Investment Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. Carlyle Global Credit Administration L.L.C. (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. (“CIM”), 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 SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on January 3, 2013. The SPV invests in first and second lien senior secured loans. The SPV is a wholly owned subsidiary of the Company and is
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consolidated in these consolidated financial statements commencing from the date of its formation, January 3, 2013. Effective March 15, 2017, the SPV changed its name from “Carlyle GMS Finance SPV LLC” to “TCG BDC SPV LLC”.
On June 9, 2017, pursuant to the Agreement and Plan of Merger, dated May 3, 2017 (the “Agreement”), by and between the Company and NF Investment Corp. (“NFIC”), NFIC merged with and into the Company (the “NFIC Acquisition”), with the Company as the surviving entity. The NFIC Acquisition was accounted for as an asset acquisition. NFIC SPV LLC (the “NFIC SPV” and, together with the SPV, the “SPVs”) is a Delaware limited liability company that was formed on June 18, 2013. Upon the consummation of the NFIC Acquisition, the NFIC SPV became a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the closing date of the NFIC Acquisition, June 9, 2017.
On June 26, 2015, the Company completed a $400,000 term debt securitization (the “2015-1 Debt Securitization”). The notes offered in the 2015-1 Debt Securitization (the “2015-1 Notes”) were issued by Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of the Company. On August 30, 2018, the 2015-1 Issuer refinanced the 2015-1 Debt Securitization (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing new notes (the “2015-1R Notes”). The 2015-1R Notes are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. Refer to Note 7, Notes Payable, for details. The 2015-1 Issuer is consolidated in these consolidated financial statements commencing from the date of its formation, May 8, 2015.
On February 29, 2016, the Company and Credit Partners USA LLC (“Credit Partners”) entered into an amended and restated limited liability company agreement, which was subsequently amended on June 24, 2016 (as amended, the “Limited Liability Company Agreement”) to co-manage Middle Market Credit Fund, LLC (“Credit Fund”). Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000 each. Refer to Note 5, Middle Market Credit Fund, LLC, for details.
On May 5, 2020, the Company issued and sold 2,000,000 shares of cumulative convertible preferred stock, par value $0.01 per share (the "Preferred Stock"), to an affiliate of Carlyle in a private placement at a price of $25 per share. See Note 9, Net Assets, for further information about the Preferred Stock.
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 and the 2015-1 Issuer. 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 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
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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 and nine month periods ended September 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 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 base 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 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 has 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 September 30, 2020 and December 31, 2019, the fair value of the loans in the portfolio with PIK provisions was $202,223 and $164,902, respectively, which represents approximately 10.4% and 7.8% of total investments at fair value, respectively. For the three and nine month periods ended September 30, 2020, the Company earned $1,810 and $3,655 in PIK income, respectively. For the three and nine month periods ended September 30, 2019, the Company earned $2,397 and $5,687 in PIK income, respectively.
Dividend Income
Dividend income from the investment fund, Credit Fund, is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment fund and are expected to be collected.
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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 nine month periods ended September 30, 2020, the Company earned $2,110 and $8,001 in other income, respectively, primarily from amendment and underwriting fees. For the three and nine month periods ended September 30, 2019, the Company earned $1,756 and $6,050 in other income, respectively, primarily from prepayment and underwriting 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 September 30, 2020 and December 31, 2019, the fair value of the loans in the portfolio on non-accrual status was $67,371 and $52,429, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2020 and December 31, 2019.
The Facilities, Senior Notes, and 2015-1R Notes – Related Costs, Expenses and Deferred Financing Costs
The Company has entered into a senior secured revolving credit facility (as amended, the "Credit Facility") and the SPV has entered into a senior secured credit facility (as amended, the "SPV Credit Facility", and together with the Credit Facility, 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.
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750% Senior Unsecured Notes due December 31, 2024 (the "Senior Notes"). The Facilities, the 2015-1R Notes and the Senior Notes 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.
Debt issuance costs include capitalized expenses including structuring and arrangement fees related to the offering of the 2015-1R Notes and Senior Notes. Amortization of debt issuance costs for the notes is computed on the effective yield method over the term of the notes. The unamortized balance of such costs is presented as a direct deduction to the carrying amount of the notes in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense in the accompanying Consolidated Statements of Operations.
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, although 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.
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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. The SPVs and the 2015-1 Issuer 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. For the three and nine month periods ended September 30, 2020, the Company incurred $387 and $539 in excise tax expense, respectively. For the three and nine month periods ended September 30, 2019, the Company incurred $49 and $169 in excise tax expense, respectively.
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.

Prior to July 5, 2017, the Company had an “opt in” dividend reinvestment plan. Effective on July 5, 2017, the Company converted the “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan that provides for reinvestment of dividends and other distributions on behalf of the stockholders, other than those stockholders who have “opted out” of the plan. As a result of adopting the plan, if the Board of Directors authorizes, and the Company declares, a cash dividend or distribution, the stockholders who have not elected to “opt out” of the dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash. Each registered stockholder may elect to have such stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered stockholder that does not so elect, distributions on such stockholder’s shares will be reinvested by State Street Bank and Trust Company, the Company’s plan administrator, in additional shares. The number of shares to be issued to the stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable withholding taxes. The Company intends to use primarily newly issued shares to implement the plan so long as the market value per share is equal to or greater than the net asset value per share on the relevant valuation date. If the market value per share is less than the net asset value per share on the relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless the Company instructs the plan administrator otherwise.

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.

Earnings Per Common Share
The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share ("ASC 260"). Basic earnings per common share is calculated by dividing the net increase (decrease) in net assets resulting from operations attributable to common stock by the weighted average number of shares of common stock outstanding. Diluted earnings per common share reflects the assumed conversion of all dilutive securities.
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,
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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.
In May 2020, the SEC adopted rule amendments that will impact the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies. Under Rules 3-09 and 4-08(g) of Regulation S-X, investment companies are required to include separate financial statements or summary financial information, respectively, in their periodic reports for any portfolio company that meets the definition of "significant subsidiary." The rule amendments adopted in May 2020 create a new definition of "significant subsidiary", as set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act, which are applicable only to investment companies. This new definition modifies the investment test and income test, and eliminates the asset test, and is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. The rule amendments are effective on January 1, 2021, but voluntary compliance is permitted in advance of the effective date. The Company adopted the rule amendments for the quarter ended September 30, 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 other than Credit Fund 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;
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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 certificate 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 September 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 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 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, collateralized loan obligations, 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 nine month periods ended September 30, 2020 and 2019, there were no transfers between levels.
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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 September 30, 2020 and December 31, 2019:
 September 30, 2020
 Level 1Level 2Level 3Total
Assets
First Lien Debt$— $— $1,423,191 $1,423,191 
Second Lien Debt— — 287,659 287,659 
Equity Investments— — 32,987 32,987 
Investment Fund
Subordinated Loan and Member's Interest— — 204,336 204,336 
Total$— $— $1,948,173 $1,948,173 
 December 31, 2019
 Level 1Level 2Level 3Total
Assets
First Lien Debt$— $— $1,663,138 $1,663,138 
Second Lien Debt— — 234,532 234,532 
Equity Investments— — 21,698 21,698 
Investment Fund
Mezzanine Loan— — 93,000 93,000 
Subordinated Loan and Member's Interest— — 111,596 111,596 
Total$— $— $2,123,964 $2,123,964 
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 September 30, 2020
 First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Mezzanine LoanInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$1,394,913 $278,623 $31,756 $— $202,263 $1,907,555 
Purchases59,529 — 358 — — 59,887 
Sales(6,045)— — — — (6,045)
Paydowns(29,034)(4)(468)— — (29,506)
Accretion of discount1,269 176 — — 1,451 
Net realized gains (losses)(677)— 468 — — (209)
Net change in unrealized appreciation (depreciation)3,236 8,864 867 — 2,073 15,040 
Balance, end of period$1,423,191 $287,659 $32,987 $— $204,336 $1,948,173 
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$2,161 $8,864 $867 $— $2,073 $13,965 
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Financial Assets
 For the nine month period ended September 30, 2020
 First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Mezzanine LoanInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$1,663,138 $234,532 $21,698 $93,000 $111,596 $2,123,964 
Purchases196,562 89,776 11,076 63,500 92,500 453,414 
Sales(242,324)(2,760)— (156,500)— (401,584)
Paydowns(118,446)(15,236)(1,492)— — (135,174)
Accretion of discount4,774 722 14 — — 5,510 
Net realized gains (losses)(50,302)(213)825 — — (49,690)
Net change in unrealized appreciation (depreciation)(30,211)(19,162)866 — 240 (48,267)
Balance, end of period$1,423,191 $287,659 $32,987 $— $204,336 $1,948,173 
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations$(66,484)$(18,905)$866 $— $240 $(84,283)
Financial Assets
 For the three month period ended September 30, 2019
 First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Mezzanine LoanInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$1,651,899 $203,187 $29,142 $80,000 $111,386 $2,075,614 
Purchases163,807 38,823 682 32,500 — 235,812 
Sales(52,865)— — — — (52,865)
Paydowns(70,592)(9,498)— (18,500)— (98,590)
Accretion of discount2,651 216 — — — 2,867 
Net realized gains (losses)(10,909)— — — — (10,909)
Net change in unrealized appreciation (depreciation)(23,196)(593)833 — (2,285)(25,241)
Balance, end of period$1,660,795 $232,135 $30,657 $94,000 $109,101 $2,126,688 
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations$(32,745)$(565)$867 $— $(2,285)$(34,728)
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Financial Assets
 For the nine month period ended September 30, 2019
 First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Mezzanine LoanInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$1,546,271 $178,958 $24,633 $112,000 $110,295 $1,972,157 
Purchases495,081 122,475 6,670 83,200 5,500 712,926 
Sales(68,666)— (4,936)— — (73,602)
Paydowns(272,814)(71,557)— (101,200)— (445,571)
Accretion of discount7,813 1,199 — — — 9,012 
Net realized gains (losses)(20,382)— 2,657 — — (17,725)
Net change in unrealized appreciation (depreciation)(26,507)1,059 1,633 — (6,694)(30,509)
Balance, end of period$1,660,796 $232,134 $30,657 $94,000 $109,101 $2,126,688 
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations$(43,879)$1,234 $1,806 $— $(6,694)$(47,533)
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 market value (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.
Investments in Credit Fund’s mezzanine loan are valued using collateral analysis with the expected recovery rate of principal and interest. Investments in Credit Fund’s subordinated loan and member’s interest are valued using discounted cash flow analysis with the expected discount rate, default rate and recovery rate of principal and interest.
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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 September 30, 2020 and December 31, 2019:
 Fair Value as of September 30, 2020Valuation TechniquesSignificant Unobservable InputsRange 
 LowHighWeighted Average
Investments in First Lien Debt$1,235,757 Discounted Cash FlowDiscount Rate4.47 %18.13 %9.08 %
128,452 Consensus PricingIndicative Quotes43.20 100.00 94.05 
58,982 Income ApproachDiscount Rate12.22 %13.33 %13.25 %
Market ApproachComparable Multiple6.59x8.07x7.40x
Total First Lien Debt1,423,191 
Investments in Second Lien Debt247,623 Discounted Cash FlowDiscount Rate8.23 %14.61 %10.44 %
40,036 Consensus PricingIndicative Quotes76.70 95.81 81.24 
Total Second Lien Debt287,659 
Investments in Equity32,987 Income ApproachDiscount Rate7.25 %13.33 %9.06 %
Market ApproachComparable Multiple6.66x16.41x10.30x
Total Equity Investments32,987 
Investments in Investment Fund
Subordinated Loan and
Member's Interest
204,336 Discounted Cash FlowDiscount Rate9.00 %9.00 %9.00 %
Discounted Cash FlowDefault Rate3.00 %3.00 %3.00 %
Discounted Cash FlowRecovery Rate65.00 %65.00 %65.00 %
Total Investments in Investment Fund204,336 
Total Level 3 Investments$1,948,173 
 Fair Value as of December 31, 2019Valuation TechniquesSignificant Unobservable InputsRange 
 LowHighWeighted Average
Investments in First Lien Debt$1,332,584 Discounted Cash FlowDiscount Rate3.64 %24.45 %8.13 %
318,681 Consensus PricingIndicative Quotes77.94 100.00 96.96 
11,873 Income ApproachDiscount Rate12.22 %19.32 %13.16 %
Market ApproachComparable Multiple7.89x8.38x8.49x
Total First Lien Debt1,663,138 
Investments in Second Lien Debt188,736 Discounted Cash FlowDiscount Rate7.40 %10.66 %8.85 %
45,796 Consensus PricingIndicative Quotes97.50 98.31 98.19 
Total Second Lien Debt234,532 
Investments in Equity21,698 Income ApproachDiscount Rate7.76 %15.31 %8.84 %
Market ApproachComparable Multiple6.37x16.65x9.24x
Total Equity Investments21,698 
Investment in Investment Fund
Mezzanine Loan93,000 Collateral AnalysisRecovery Rate100.00 %100.00 %100.00 %
Subordinated Loan and Member's Interest111,596 Discounted Cash FlowDiscount Rate10.00 %10.00 %10.00 %
Discounted Cash FlowDefault Rate2.00 %2.00 %2.00 %
Discounted Cash FlowRecovery Rate75.00 %75.00 %75.00 %
Total Investments in Investment Fund204,596 
Total Level 3 Investments$2,123,964 
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 may result in a significantly lower fair value measurement.
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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.
The significant unobservable input used in the fair value measurement of the Company’s investment in the mezzanine loan of Credit Fund is the recovery rate of principal and interest. A significant decrease in the recovery rate 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 the subordinated loan and member’s interest of Credit Fund are the discount rate, default rate and recovery rate. Significant increases in the discount rate or default rate in isolation would result in a significantly lower fair value measurement. A significant decrease in the recovery rate 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 and senior unsecured notes disclosed but not carried at fair value as of September 30, 2020 and December 31, 2019:
 September 30, 2020December 31, 2019
 Carrying ValueFair ValueCarrying ValueFair Value
Secured borrowings$513,332 $513,332 $616,543 $616,543 
Senior unsecured notes115,000 115,000 115,000 115,000 
Total$628,332 $628,332 $731,543 $731,543 
The carrying values of the secured borrowings and senior unsecured notes 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 and senior unsecured notes are discount rates. Significant increases in discount rates would result in a significantly lower fair value measurement.
The following table represents the carrying values (before debt issuance costs) and fair values of the Company’s 2015-1R Notes disclosed but not carried at fair value as of September 30, 2020 and December 31, 2019:
 September 30, 2020December 31, 2019
Carrying ValueFair ValueCarrying ValueFair Value
Aaa/AAA Class A-1-1-R Notes$234,800 $227,026 $234,800 $233,053 
Aaa/AAA Class A-1-2-R Notes50,000 48,814 50,000 49,908 
Aaa/AAA Class A-1-3-R Notes25,000 25,020 25,000 25,163 
AA Class A-2-R Notes66,000 66,000 66,000 66,000 
A Class B Notes46,400 44,153 46,400 46,400 
BBB- Class C Notes27,000 23,031 27,000 27,000 
Total$449,200 $434,044 $449,200 $447,524 
The fair value determination of the Company’s notes payable was based on the market quotation(s) received from broker/dealer(s). These fair value measurements were based on significant inputs not observable and thus represent Level 3 measurements as defined in the accounting guidance for 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 April 3, 2013, the Company’s Board of Directors, including 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”), approved an investment advisory agreement (the “Original Investment Advisory Agreement”) between the Company and the Investment Adviser in
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accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the Investment Company Act.
The Original Investment Advisory Agreement was amended on September 15, 2017 (as amended, the “First Amended and Restated Investment Advisory Agreement”) after the approval of the Company’s Board of Directors, including a majority of the Independent Directors, at an in-person meeting of the Board of Directors held on May 30, 2017 and the approval of the Company’s stockholders at a special meeting of stockholders held on September 15, 2017. On August 6, 2018, the First Amended and Restated Investment Advisory Agreement was further amended (as amended, the “Investment Advisory Agreement”) after the approval of the Company’s Board of Directors, including a majority of the Independent Directors, at an in-person meeting of the Board of Directors held on August 6, 2018. 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.
Effective September 15, 2017, the base management fee has been calculated and payable quarterly in arrears at an annual rate of 1.50% of the average value of the gross assets at the end of the two most recently completed fiscal quarters; provided, however, effective July 1, 2018, the base management fee has been calculated at an annual rate of 1.00% of the average value of the gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (A) 200% and (B) the average value of the Company’s net asset value at the end of the two most recently completed calendar quarters. The base management fee will be appropriately adjusted for any share issuances or repurchases during such fiscal quarter and the base management fees for any partial month or quarter will be pro-rated. The Company’s gross assets exclude any cash and cash equivalents and include assets acquired through the incurrence of debt from the use of leverage.
The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the immediately preceding calendar quarter. The second part is determined and payable in arrears based on capital gains as of the end of each calendar year.
Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the operating expenses accrued for the quarter (including the base management fee, expenses payable under the administration agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Effective September 15, 2017, pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, has been compared to a “hurdle rate” of 1.50% per quarter (6% annualized) or a “catch-up rate” of 1.82% per quarter (7.28% annualized), as applicable.
Pursuant to the Investment Advisory Agreement, the Company pays its Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:
 
no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which its pre-incentive fee net investment income does not exceed the hurdle rate of 1.50%;
100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.82% in any calendar quarter (7.28% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.82%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.82% in any calendar quarter; and
17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.82% in any calendar quarter (7.28% annualized) will be payable to the Investment Adviser. This reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of all pre-incentive fee net investment income thereafter is allocated to the Investment Adviser.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 17.5% of realized capital gains, if
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any, on a cumulative basis from inception through the date of determination, 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, the incentive fee determined at the end of the first calendar year of operations may be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation.
Below is a summary of the base management fees and incentive fees incurred during the three month and nine month periods ended September 30, 2020 and 2019.
For the three month periods endedFor the nine month periods ended
September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Base management fees$7,134 $8,016 $21,585 $23,614 
Incentive fees on pre-incentive fee net investment income4,322 5,710 14,075 17,489 
Realized capital gains incentive fees— — — — 
Accrued capital gains incentive fees— — — — 
Total capital gains incentive fees— — — — 
Total incentive fees4,322 5,710 14,075 17,489 
Total base management fees and incentive fees$11,456 $13,726 $35,660 $41,103 
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 September 30, 2020 and December 31, 2019, $11,473 and $13,236, respectively, was included in base management and incentive fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
On April 3, 2013, 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
Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements 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 Company’s 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 any internal audit staff, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), internal control assessment. Reimbursement under the Administration Agreement occurs quarterly in arrears.
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 Administration Agreement for a one-year period. 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 nine month periods ended September 30, 2020, the Company incurred $167 and $539, respectively, in fees under the Administration Agreement. For the three and nine month periods ended September 30, 2019, the Company incurred $61 and $442, respectively, in fees under the Administration Agreement. These fees are included in administrative service fees in the accompanying Consolidated Statements of Operations. As of September 30, 2020 and December 31, 2019,
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$85 and $77, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
Sub-Administration Agreements
On April 3, 2013, the Administrator entered into a sub-administration agreement 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 April 3, 2013, 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 Agreement, the “Sub-Administration Agreements”). On March 11, 2015, the Company's Board of Directors, including a majority of the Independent Directors, approved an amendment to the State Street Sub-Administration Agreement. The initial term of the State Street Sub-Administration Agreement ends on April 1, 2017, and unless terminated earlier, the State Street Sub-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 the vote of a majority 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 State Street Sub-Administration Agreement for a one-year period. The State Street Sub-Administration Agreement may be terminated upon at least 60 days’ written notice and without penalty by the vote of a majority of the outstanding securities of the Company, or by the vote of the Board of Directors or by either party to the State Street Sub-Administration Agreement.
For the three and nine month periods ended September 30, 2020, fees incurred in connection with the State Street Sub-Administration Agreement, which amounted to $193 and $578, respectively, were included in other general and administrative in the accompanying Consolidated Statements of Operations. For the three and nine month periods ended September 30, 2019, fees incurred in connection with the State Street Sub-Administration Agreement, which amounted to $188 and $563, respectively, were included in other general and administrative in the accompanying Consolidated Statements of Operations. As of September 30, 2020 and December 31, 2019, $958 and $380, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.
License Agreement
The Company has entered into a royalty free license agreement with CIM, which wholly owns our Adviser and is a wholly owned subsidiary of Carlyle, pursuant to which CIM has granted the Company a non-exclusive, revocable and non-transferable license to use the name and mark “Carlyle.”
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, a Pricing Committee, a Nominating and Governance Committee and a Compensation Committee, the members of each of which consist entirely of the Company’s Independent Directors. The Board of Directors may establish additional committees in the future. For the three and nine month periods ended September 30, 2020, the Company incurred $86 and $303, respectively, and for the three and nine month periods ended September 30, 2019, the Company incurred $88 and $269, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. As of September 30, 2020 and December 31, 2019, no fees or expenses associated with its Independent Directors were payable.
Transactions with Credit Fund
For the three and nine month periods ended September 30, 2020, the Company sold 0 and 4 investments, respectively, to Credit Fund for proceeds of $0 and $62,754, respectively, and realized gain (loss) of $0 and $(2,289), respectively. For the three and nine month periods ended September 30, 2019, the Company sold 1 and 2 investments, respectively, to Credit Fund for proceeds of $20,771 and $35,683, respectively, and realized gains of $208 and $208, respectively. See Note 5, Middle Market Credit Fund, LLC, for further information about Credit Fund.
Issuance and Sale of Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of the Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. See Note 9, Net Assets, for further information about the Preferred Stock.
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5. MIDDLE MARKET CREDIT FUND, LLC
Overview
On February 29, 2016, the Company and Credit Partners entered into the Limited Liability Company Agreement to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in the Company’s consolidated financial statements. Credit Fund commenced operations in May 2016 and primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of the Company’s representatives and two of Credit Partners’ representatives. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by the Company. By virtue of its membership interest, the Company and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.
Together with Credit Partners, the Company co-invests through Credit Fund. Investment opportunities for Credit Fund are sourced primarily by the Company and its affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of the Company and Credit Partners. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund, the Company does not believe that it has control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (the “Credit Fund Sub”), MMCF CLO 2017-1 LLC (the “2017-1 Issuer”), MMCF CLO 2019-2, LLC (the "2019-2 Issuer", formerly known as MMCF Warehouse, LLC (the "Credit Fund Warehouse")) and MMCF Warehouse II, LLC (the "Credit Fund Warehouse II"), each a Delaware limited liability company, were formed on April 5, 2016, October 6, 2017, November 26, 2018 and August 16, 2019, respectively. Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer and Credit Fund Warehouse II are wholly owned subsidiaries of Credit Fund and are consolidated in Credit Fund’s consolidated financial statements commencing from the date of their respective formations. Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer and Credit Fund Warehouse II primarily invest in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the Company. Refer to "Debt" below for discussions regarding the credit facilities entered into and then notes issued by such wholly-owned subsidiaries.
Credit Fund, the Company and Credit Partners entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the “Administrative Agent”), pursuant to which the Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Administrative Agent in performing its obligations thereunder.
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Selected Financial Data
Since inception of Credit Fund and through September 30, 2020 and December 31, 2019, the Company and Credit Partners each made capital contributions of $1 and $1 in members’ equity, respectively, and $216,000 and $123,500 in subordinated loans, respectively, to Credit Fund. Below is certain summarized consolidated financial information for Credit Fund as of September 30, 2020 and December 31, 2019.
As of
September 30, 2020December 31, 2019
 (unaudited) 
Selected Consolidated Balance Sheet Information
ASSETS
Investments, at fair value (amortized cost of $1,325,843 and $1,258,157, respectively)$1,291,412 $1,246,839 
Cash and cash equivalents36,122 64,787 
Other assets10,298 9,369 
Total assets$1,337,832 $1,320,995 
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings$485,410 $441,077 
Notes payable, net of unamortized debt issuance costs of $3,097 and $3,441, respectively444,113 528,407 
Mezzanine loans (1)
— 93,000 
Other Short-Term Borrowings— — 
Other liabilities18,389 32,383 
Subordinated loans and members’ equity (1)389,920 226,128 
Liabilities and members’ equity$1,337,832 $1,320,995 
(1) As of September 30, 2020 and December 31, 2019, the Company's ownership interest in the subordinated loans and members’ equity was $204,336 and $111,596, respectively, and $0 and $93,000, respectively, in the mezzanine loans.

For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
 (unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$22,863 $24,659 $64,276 $70,999 
Expenses
Interest and credit facility expenses7,696 15,094 31,175 45,495 
Other expenses602 496 1,695 1,409 
Total expenses8,298 15,590 32,870 46,904 
Net investment income (loss)14,565 9,069 31,406 24,095 
Net realized gain (loss) on investments— — — (8,353)
Net change in unrealized appreciation (depreciation) on investments18,351 3,107 (23,114)13,333 
Net increase (decrease) resulting from operations$32,916 $12,176 $8,292 $29,075 
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Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of September 30, 2020 and December 31, 2019:
As of
September 30, 2020December 31, 2019
Senior secured loans (1)
$1,330,670 $1,260,582 
Weighted average yields of senior secured loans based on amortized cost (2)
5.95 %6.51 %
Weighted average yields of senior secured loans based on fair value (2)
6.11 %6.55 %
Number of portfolio companies in Credit Fund65 61 
Average amount per portfolio company (1)
$20,472 $20,665 
Number of loans on non-accrual status— 
Fair value of loans on non-accrual status$— $21,150 
Percentage of portfolio at floating interest rates (3)(4)
98.3 %98.3 %
Percentage of portfolio at fixed interest rates (4)
1.7 %1.7 %
Fair value of loans with PIK provisions$22,180 $21,150 
Percentage of portfolio with PIK provisions (4)
1.7 %1.7 %
(1)At par/principal amount.
(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 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.
(3)Floating rate debt investments are generally subject to interest rate floors.
(4)Percentages based on fair value.
48


Consolidated Schedule of Investments as of September 30, 2020
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (97.67% of fair value)
Achilles Acquisition, LLC+\#(2)(3)Banking, Finance, Insurance & Real EstateL + 4.00%4.19%10/13/2025$29,640 $29,535 $29,047 
Acrisure, LLC\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.65%2/15/202725,699 25,669 24,769 
Advanced Instruments, LLC+*\(2)(3)(7)Healthcare & PharmaceuticalsL + 5.25%6.25%10/31/202233,416 33,362 33,150 
Alku, LLC+#(2)(3)Business ServicesL + 5.50%5.81%7/29/202624,875 24,657 24,723 
Alpha Packaging Holdings, Inc.+*\(2)(3)Containers, Packaging & GlassL + 6.00%7.00%11/12/202116,487 16,487 16,471 
AmeriLife Holdings LLC#(2)(3)(7)Banking, Finance, Insurance & Real EstateL + 4.00%4.16%3/18/20279,446 9,423 9,389 
Analogic Corporation^+(2)(3)(7)Capital EquipmentL + 5.25%6.25%6/22/202418,905 18,883 18,870 
Anchor Packaging, Inc.
^+#
(2)(3)Containers, Packaging & GlassL + 3.75%3.90%7/18/202624,786 24,675 24,657 
API Technologies Corp.+\(2)(3)Aerospace & DefenseL + 4.25%4.40%5/9/202614,813 14,748 13,734 
Aptean, Inc.+\(2)(3)SoftwareL + 4.25%4.40%4/23/202612,313 12,256 12,070 
AQA Acquisition Holding, Inc.+*\(2)(3)(7)High Tech IndustriesL + 4.25%5.25%5/24/202318,808 18,800 18,765 
Astra Acquisition Corp.+#(2)(3)SoftwareL + 5.50%6.50%3/1/202728,855 28,450 28,933 
Avalign Technologies, Inc.+\(2)(3)Healthcare & PharmaceuticalsL + 4.50%4.65%12/22/202514,629 14,513 13,759 
Big Ass Fans, LLC+*\(2)(3)Capital EquipmentL + 3.75%4.75%5/21/202413,801 13,744 13,401 
BK Medical Holding Company, Inc.^+(2)(3)(7)Healthcare & PharmaceuticalsL + 5.25%6.25%6/22/202424,226 23,997 22,347 
Brooks Equipment Company, LLC+*(2)(3)Construction & BuildingL + 5.00%6.00%5/1/20214,582 4,581 4,579 
Chemical Computing Group ULC (Canada)^+(2)(3)(7)SoftwareL + 5.00%6.00%8/30/202314,091 13,354 13,971 
Clarity Telecom LLC.+(2)(3)Media: Broadcasting & SubscriptionL + 4.25%4.40%8/30/202614,850 14,809 14,711 
Clearent Newco, LLC^+\(2)(3)(7)High Tech IndustriesL + 5.50%6.50%3/20/202533,632 33,370 31,819 
Datto, Inc.+\(2)(3)High Tech IndustriesL + 4.25%4.40%4/2/202612,344 12,287 12,244 
DecoPac, Inc.^+*\(2)(3)(7)Non-durable Consumer GoodsL + 4.25%5.25%9/29/202412,336 12,248 12,287 
Diligent Corporation^+(2)(3)(7)TelecommunicationsL + 6.25%7.25%8/4/20258,705 8,423 8,634 
DTI Holdco, Inc.+*\(2)(3)High Tech IndustriesL + 4.75%5.75%9/30/202318,739 18,646 15,975 
Eliassen Group, LLC+\(2)(3)Business ServicesL + 4.25%4.40%11/5/20247,552 7,524 7,466 
EvolveIP, LLC^+(2)(3)(7)TelecommunicationsL + 5.75%6.75%6/7/202319,850 19,805 19,691 
Exactech, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.75%4.75%2/14/202521,584 21,465 18,994 
Excel Fitness Holdings, Inc.+#(2)(3)Hotel, Gaming & LeisureL + 5.25%6.25%10/7/202524,813 24,599 22,145 
Frontline Technologies Holdings, LLC+(2)(3)SoftwareL + 5.75%6.75%9/18/202314,925 14,181 15,027 
Golden West Packaging Group LLC+*\(2)(3)Containers, Packaging & GlassL + 5.75%6.75%6/20/202329,092 28,965 28,969 
HMT Holding Inc.
+
(2)(3)(7)Energy: Oil & GasL + 4.75%5.75%11/17/202335,727 35,335 35,531 
Integrity Marketing Acquisition, LLC^(2)(3)(7)Banking, Finance, Insurance & Real EstateL + 6.25%7.25%8/27/2025— (162)240 
Jensen Hughes, Inc.+*\(2)(3)(7)Utilities: ElectricL + 4.50%5.50%3/22/202433,093 32,974 32,469 
KAMC Holdings, Inc.+#(2)(3)Energy: ElectricityL + 4.00%4.26%8/14/202613,860 13,801 12,197 
KBP Investments, LLC^+(2)(3)(7)Beverage, Food & TobaccoL + 5.25%6.25%5/15/20238,512 8,264 8,263 
Lionbridge Technologies, Inc.+(2)(3)Business ServicesL + 6.25%7.25%12/29/202524,813 24,812 25,172 
49


Consolidated Schedule of Investments as of September 30, 2020
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Maravai Intermediate Holdings, LLC+\#(2)(3)Healthcare & PharmaceuticalsL + 4.25%5.25%8/2/2025$29,400 $29,184 $29,271 
Marco Technologies, LLC^+\(2)(3)(7)Media: Advertising, Printing & PublishingL + 4.00%5.00%10/30/20237,332 7,290 7,332 
Mold-Rite Plastics, LLC+\(2)(3)Chemicals, Plastics & RubberL + 4.25%5.25%12/14/202114,557 14,533 14,557 
MSHC, Inc.^+*\(2)(3)(7)Construction & BuildingL + 4.25%5.25%12/31/202444,202 44,084 43,748 
Newport Group Holdings II, Inc.+\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.72%9/13/202523,535 23,335 22,330 
Odyssey Logistics & Technology Corp.+*\#(2)(3)Transportation: CargoL + 4.00%5.00%10/12/202438,955 38,823 36,559 
Output Services Group^+\(2)(3)Media: Advertising, Printing & PublishingL + 4.50%5.50%3/27/202419,471 19,429 13,955 
PAI Holdco, Inc.+*\(2)(3)AutomotiveL + 4.00%5.00%1/5/202519,393 19,328 19,393 
Park Place Technologies, Inc.+\#(2)(3)High Tech IndustriesL + 4.00%5.00%3/28/202522,387 22,321 22,387 
Pasternack Enterprises, Inc.+\(2)(3)Capital EquipmentL + 4.00%5.00%7/2/202522,582 22,570 22,200 
Pharmalogic Holdings Corp.+\(2)(3)Healthcare & PharmaceuticalsL + 4.00%5.00%6/11/202311,234 11,215 11,105 
Premise Health Holding Corp.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.50%3.72%7/10/202513,619 13,570 13,509 
Propel Insurance Agency, LLC^+\(2)(3)(7)Banking, Finance, Insurance & Real EstateL + 4.25%5.25%6/1/202430,498 30,098 30,173 
Q Holding Company+*\#(2)(3)AutomotiveL + 5.00%6.00%12/31/202321,790 21,643 21,328 
QW Holding Corporation (Quala)+*(2)(3)(7)Environmental IndustriesL + 6.25%7.25%8/31/202212,421 12,299 11,418 
Radiology Partners, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 4.25%5.29%7/9/202527,686 27,576 26,614 
RevSpring Inc.*\#(2)(3)Media: Advertising, Printing & PublishingL + 4.25%4.47%10/11/202529,525 29,331 29,209 
Situs Group Holdings Corporation+\(2)(3)Banking, Finance, Insurance & Real EstateL + 4.75%5.75%6/28/202514,827 14,730 14,566 
Surgical Information Systems, LLC+*\(2)(3)(6)High Tech IndustriesL + 5.00%6.00%4/24/202326,168 26,039 25,906 
Systems Maintenance Services Holding, Inc.^*(2)(3)(9)High Tech IndustriesL + 5.00%6.00%10/30/202323,581 23,505 18,389 
T2 Systems, Inc.^+*(2)(3)(7)Transportation: ConsumerL + 6.75%7.75%9/28/202229,193 28,771 28,570 
The Original Cakerie, Ltd. (Canada)+*\(2)(3)Beverage, Food & TobaccoL + 5.00%6.00%7/20/20228,860 8,834 8,838 
The Original Cakerie, Ltd. (Canada)+*\(2)(3)(7)Beverage, Food & TobaccoL + 4.50%5.50%7/20/20226,311 6,292 6,294 
Thoughtworks, Inc.*\#(2)(3)Business ServicesL + 3.75%4.75%10/11/202411,734 11,712 11,544 
U.S. Acute Care Solutions, LLC+*\(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%5/15/202131,293 31,246 28,257 
U.S. TelePacific Holdings Corp.+*\(2)(3)TelecommunicationsL + 5.50%6.50%5/2/202326,660 26,533 22,867 
VRC Companies, LLC^+(2)(3)(7)Business ServicesL + 6.50%7.50%3/31/202328,307 27,069 28,307 
Welocalize, Inc.+(2)(3)(7)Business ServicesL + 4.50%5.50%12/2/202421,558 21,334 21,349 
WRE Holding Corp.^+*(2)(3)(7)Environmental IndustriesL + 5.25%6.25%1/3/20238,384 8,350 8,250 
Zywave, Inc.+*\(2)(3)(7)High Tech IndustriesL + 5.00%6.00%11/17/202218,581 18,490 18,581 
First Lien Debt Total$1,298,014 $1,261,275 
Second Lien Debt (1.77% of fair value)
DBI Holding, LLC^* Transportation: Cargo9.00% PIK9.00%2/1/2026$22,180 $21,823 $22,180 
Zywave, Inc.+*\(2)(3)High Tech IndustriesL + 9.00%10.00%11/17/2023647 642 647 
Second Lien Debt Total$22,465 $22,827 
50


Investments (1)
FootnotesIndustryTypeShares/UnitsCost
Fair Value (6)
Equity Investments (0.57% of fair value)
DBI Holding, LLC^* Transportation: CargoCommon Stock2,961 $— $— 
DBI Holding, LLC^* Transportation: CargoPreferred Equity13,996 5,364 7,310 
Equity Investments Total$5,364 $7,310 
Total Investments$1,325,843 $1,291,412 

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility with the Company (the "Credit Fund Facility"). Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on December 19, 2017 (the “2017-1 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on May 21, 2019 (the “2019-2 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the "Credit Fund Warehouse II Facility"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or the 2019-2 Issuer.
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2020, the geographical composition of investments as a percentage of fair value was 2.26% in Canada and 97.73% in the United States. 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 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, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2020. As of September 30, 2020, the reference rates for Credit Fund’s variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.23% and the 180-day LIBOR at 0.26%.
(3)Loan includes interest rate floor feature, which is 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 managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements.
(6)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund Sub and the 2017-1 Issuer is entitled to receive additional interest as a result of an agreement among lenders as follows: Surgical Information Systems, LLC (1.01%). Pursuant to the agreement among lenders in respect of these loans, these investments represent 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.
51



(7)As of September 30, 2020, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
Advanced Instruments, LLCRevolver0.50%$2,500 $(19)
AmeriLife Holdings LLCDelayed Draw1.00530 (3)
Analogic CorporationRevolver0.501,975 (3)
AQA Acquisition Holding, Inc.Revolver0.502,459 (5)
BK Medical Holding Company, Inc.Revolver0.502,609 (183)
Chemical Computing Group ULC (Canada)Revolver0.50873 (7)
Clearent Newco, LLCDelayed Draw1.002,549 (128)
DecoPac, Inc.Revolver0.502,143 (7)
Diligent CorporationRevolver0.50703 (4)
Diligent CorporationDelayed Draw1.002,109 (13)
EvolveIP, LLCDelayed Draw1.002,240 (15)
EvolveIP, LLCRevolver0.501,345 (10)
HMT Holding Inc.Revolver0.503,351 (17)
Integrity Marketing Acquisition, LLCDelayed Draw1.0012,000 240 
Jensen Hughes, Inc.Revolver0.502,000 (35)
Jensen Hughes, Inc.Delayed Draw1.002,068 (36)
KBP Investments, LLCDelayed Draw1.0010,190 (127)
KBP Investments, LLCDelayed Draw1.001,297 (16)
Marco Technologies, LLCDelayed Draw1.007,500 — 
MSHC, Inc.Delayed Draw1.005,130 (47)
Propel Insurance Agency, LLCRevolver0.501,369 (14)
QW Holding Corporation (Quala)Revolver0.504,674 (272)
QW Holding Corporation (Quala)Delayed Draw1.00161 (9)
T2 Systems, Inc.Revolver0.501,955 (39)
The Original Cakerie, Ltd. (Canada)Revolver0.501,665 (4)
VRC Companies, LLCDelayed Draw0.752,347 — 
VRC Companies, LLCRevolver0.50858 — 
Welocalize, Inc.Revolver0.503,375 (28)
WRE Holding Corp.Delayed Draw1.00563 (8)
WRE Holding Corp.Revolver0.50852 (12)
Zywave, Inc.Revolver0.501,500 — 
Total unfunded commitments$84,890 $(821)


















52


Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (5)
Fair Value (6)
First Lien Debt (98.11% of fair value)
Achilles Acquisition, LLC+\#(2) (3)Banking, Finance, Insurance & Real EstateL + 4.00%5.75%10/13/2025$17,865 $17,776 $17,763 
Acrisure, LLC+\(2) (3)Banking, Finance, Insurance & Real EstateL + 3.75%5.85%11/22/202311,820 11,810 11,805 
Acrisure, LLC+\#(2) (3)Banking, Finance, Insurance & Real EstateL + 4.25%6.35%11/22/202320,674 20,639 20,674 
Advanced Instruments, LLC^+*\(2) (3) (7)Healthcare & PharmaceuticalsL + 5.25%6.99%10/31/202235,610 35,536 35,466 
Alku, LLC+#(2) (3)Business ServicesL + 5.50%7.44%7/29/202625,000 24,754 24,624 
Alpha Packaging Holdings, Inc.+*\(2) (3)Containers, Packaging & GlassL + 4.25%6.35%5/12/202016,684 16,676 16,601 
AmeriLife Group, LLC^#(2) (3) (7)Banking, Finance, Insurance & Real EstateL + 4.50%6.20%6/5/202616,627 16,557 16,558 
Anchor Packaging, Inc.^#(2) (3) (7)Containers, Packaging & GlassL + 4.00%5.70%7/18/202620,462 20,363 20,457 
API Technologies Corp.+\(2) (3)Aerospace & DefenseL + 4.25%5.95%5/9/202614,925 14,853 14,807 
Aptean, Inc.+\(2) (3)SoftwareL + 4.25%6.34%4/23/202612,406 12,344 12,385 
AQA Acquisition Holding, Inc.^*\(2) (3) (7)High Tech IndustriesL + 4.25%6.16%5/24/202318,954 18,922 18,860 
Avalign Technologies, Inc.+\(2) (3)Healthcare & PharmaceuticalsL + 4.50%6.70%12/22/202514,741 14,610 14,626 
Big Ass Fans, LLC+*\(2) (3)Capital EquipmentL + 3.75%5.85%5/21/202413,909 13,841 13,903 
Borchers, Inc.+*\(2) (3) (7)Chemicals, Plastics & RubberL + 4.50%6.60%11/1/202415,116 15,072 15,085 
Brooks Equipment Company, LLC*Construction & BuildingL + 5.00%6.91%8/29/20205,144 5,141 5,141 
Clarity Telecom LLC.+(2) (3)Media: Broadcasting & SubscriptionL + 4.50%6.20%8/30/202614,963 14,915 14,902 
Clearent Newco, LLC^+\(2) (3) (7)High Tech IndustriesL + 5.50%7.44%3/20/202529,738 29,436 29,134 
Datto, Inc.+\(2) (3)High Tech IndustriesL + 4.25%5.95%4/2/202612,438 12,375 12,420 
DecoPac, Inc.+*\(2) (3) (7)Non-durable Consumer GoodsL + 4.25%6.01%9/29/202412,336 12,233 12,292 
Dent Wizard International Corporation+\(2) (3)AutomotiveL + 4.00%5.70%4/7/202036,880 36,843 36,717 
DTI Holdco, Inc.+*\(2) (3)High Tech IndustriesL + 4.75%6.68%9/30/202318,885 18,771 17,611 
Eliassen Group, LLC+\(2) (3)Business ServicesL + 4.50%6.20%11/5/20247,581 7,548 7,579 
EIP Merger Sub, LLC (Evolve IP)^+(2) (3) (7)TelecommunicationsL + 5.75%7.45%6/7/202319,661 19,605 19,661 
Exactech, Inc.+\#(2) (3)Healthcare & PharmaceuticalsL + 3.75%5.45%2/14/202521,772 21,634 21,751 
Excel Fitness Holdings, Inc.+#(2) (3)Hotel, Gaming & LeisureL + 5.25%6.95%10/7/202525,000 24,758 24,875 
Golden West Packaging Group LLC+*\(2) (3)Containers, Packaging & GlassL + 5.75%7.45%6/20/202329,464 29,303 29,072 
HMT Holding Inc.^+*\(2) (3) (7)Energy: Oil & GasL + 5.00%6.74%11/17/202333,157 32,678 32,972 
Jensen Hughes, Inc.^+*\(2) (3) (7)Utilities: ElectricL + 4.50%6.24%3/22/202433,909 33,757 33,550 
KAMC Holdings, Inc.+#(2) (3)Energy: ElectricityL + 4.00%5.91%8/14/202613,965 13,899 13,881 
MAG DS Corp.^+\(2) (3) (7)Aerospace & DefenseL + 4.75%6.46%6/6/202528,471 28,242 28,286 
Maravai Intermediate Holdings, LLC+\#(2) (3)Healthcare & PharmaceuticalsL + 4.25%6.00%8/2/202529,625 29,378 29,400 
Marco Technologies, LLC^+\(2) (3) (7)Media: Advertising, Printing & PublishingL + 4.25%6.16%10/30/20237,463 7,410 7,463 
Mold-Rite Plastics, LLC+\(2) (3)Chemicals, Plastics & RubberL + 4.25%5.95%12/14/2021$14,557 $14,519 $14,524 
53


Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (5)
Fair Value (6)
MSHC, Inc.^+*\(2) (3) (7)Construction & BuildingL + 4.25%5.95%12/31/202438,251 38,138 38,166 
Newport Group Holdings II, Inc.+\#(2) (3)Banking, Finance, Insurance & Real EstateL + 3.75%5.65%9/13/202523,715 23,487 23,663 
Odyssey Logistics & Technology Corp.+*\#(2) (3)Transportation: CargoL + 4.00%5.70%10/12/202439,013 38,859 38,763 
Output Services Group^+\(2) (3) (7)Media: Advertising, Printing & PublishingL + 4.50%6.20%3/27/202419,621 19,570 19,469 
PAI Holdco, Inc.+*\(2) (3)AutomotiveL + 4.25%6.35%1/5/202519,532 19,458 19,532 
Park Place Technologies, Inc.+\#(2) (3)High Tech IndustriesL + 4.00%5.70%3/28/202522,566 22,489 22,566 
Pasternack Enterprises, Inc.+\(2) (3)Capital EquipmentL + 4.00%5.70%7/2/202522,755 22,742 22,653 
Pathway Vet Alliance LLC+\(2) (3) (7)Consumer ServicesL + 4.50%6.21%12/20/202419,085 18,708 19,217 
Pharmalogic Holdings Corp.+\(2) (3)Healthcare & PharmaceuticalsL + 4.00%5.70%6/11/202311,320 11,296 11,302 
Premise Health Holding Corp.^+\#(2) (3) (7)Healthcare & PharmaceuticalsL + 3.50%5.60%7/10/202513,723 13,665 13,501 
Propel Insurance Agency, LLC^+\(2) (3) (7)Banking, Finance, Insurance & Real EstateL + 4.25%6.35%6/1/202422,532 22,056 22,395 
Q Holding Company+*\#(2) (3)AutomotiveL + 5.00%6.70%12/31/202321,955 21,777 21,922 
QW Holding Corporation (Quala)^+*(2) (3) (7)Environmental IndustriesL + 5.75%7.73%8/31/202211,630 11,449 11,531 
Radiology Partners, Inc.+\#(2) (3)Healthcare & PharmaceuticalsL + 4.75%6.66%7/9/202528,719 28,590 28,768 
RevSpring Inc.+*\#(2) (3)Media: Advertising, Printing & PublishingL + 4.00%5.95%10/11/202524,750 24,631 24,608 
Situs Group Holdings Corporation^+\(2) (3) (7)Banking, Finance, Insurance & Real EstateL + 4.75%6.45%6/28/202513,715 13,621 13,697 
Systems Maintenance Services Holding, Inc.+*(2) (3)High Tech IndustriesL + 5.00%6.70%10/30/202323,765 23,672 18,180 
Surgical Information Systems, LLC+*\(2) (3) (6)High Tech IndustriesL + 4.75%7.47%4/24/202326,168 26,005 25,715 
T2 Systems, Inc.^+*(2) (3) (7)Transportation: ConsumerL + 6.75%8.85%9/28/202218,045 17,789 18,045 
The Original Cakerie, Ltd. (Canada)+*(2) (3) (7)Beverage, Food & TobaccoL + 5.00%6.84%7/20/20228,928 8,897 8,887 
The Original Cakerie, Ltd. (Canada)^*(2) (3) (7)Beverage, Food & TobaccoL + 4.50%6.34%7/20/20226,826 6,801 6,790 
ThoughtWorks, Inc.+*\(2) (3)Business ServicesL + 4.00%5.70%10/11/202411,824 11,794 11,824 
U.S. Acute Care Solutions, LLC+*\(2) (3)Healthcare & PharmaceuticalsL + 5.00%6.91%5/15/202131,431 31,331 29,869 
U.S. TelePacific Holdings Corp.+*\(2) (3)TelecommunicationsL + 5.00%7.10%5/2/202326,660 26,499 25,430 
Valet Waste Holdings, Inc.+\(2) (3)Construction & BuildingL + 3.75%5.70%9/28/202511,850 11,825 11,688 
Welocalize, Inc.+^(2) (3) (7)Business ServicesL + 4.50%6.21%12/2/202423,038 22,788 22,787 
WIRB - Copernicus Group, Inc.+*\(2) (3) (7)Healthcare & PharmaceuticalsL + 4.25%5.95%8/15/202220,888 20,822 20,887 
WRE Holding Corp.^+*(2) (3) (7)Environmental IndustriesL + 5.00%6.91%1/3/20237,431 7,372 7,304 
Zywave, Inc.+*\(2) (3) (7)High Tech IndustriesL + 5.00%6.93%11/17/202219,228 19,107 19,211 
First Lien Debt Total$1,231,436 $1,223,215 
Second Lien Debt (1.75% of fair value)
DBI Holding, LLC^*(2) (3) (8)Transportation: Cargo9.00% PIK8.00%2/1/2026$21,150 $20,697 $21,150 
Zywave, Inc.*(2) (3)High Tech IndustriesL + 9.00%10.94%11/17/2023$666 660 664 
Second Lien Debt Total$21,357 $21,814 
Equity Investments (0.15%of fair value)
54


Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (5)
Fair Value (6)
DBI Holding, LLC^Transportation: Cargo$16,957 $5,364 $1,810 
Equity Investments Total
$5,364 $1,810 
Total Investments
$1,258,157 $1,246,839 

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into the Credit Fund Sub Facility. The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with the 2017-1 Debt Securitization. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with the 2019-2 Debt Securitization. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into the Credit Fund Warehouse II Facility. The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or the 2019-2 Issuer.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2019, the geographical composition of investments as a percentage of fair value was 1.26% in Canada and 98.74% in the United States. 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 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, Credit Fund 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 Credit Fund's variable rate loans were the 30-day LIBOR at 1.75%, the 90-day LIBOR at 1.91% and the 180-day LIBOR at 1.91%.
(3)Loan includes interest rate floor feature, which is 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 managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these consolidated financial statements.
(6)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: Surgical Information Systems, LLC (0.89%). Pursuant to the agreement among lenders in respect of these loans, these investments represent 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.
55



(7)As of December 31, 2019, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt—unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
Advanced Instruments, LLCRevolver0.50 %$563 $(2)
AmeriLife Group, LLCDelayed Draw1.00 298 (1)
Anchor Packaging, Inc.Delayed Draw1.00 4,487 (1)
AQA Acquisition Holding, Inc.Revolver0.50 2,459 (11)
Borchers, Inc.Revolver0.50 1,935 (3)
Clearent Newco, LLCDelayed Draw1.00 6,636 (110)
DecoPac, Inc.Revolver0.50 2,143 (7)
EIP Merger Sub, LLC (Evolve IP)Revolver0.50 1,680 — 
EIP Merger Sub, LLC (Evolve IP)Delayed Draw1.00 2,240 — 
HMT Holding Inc.Revolver0.50 6,173 (29)
Jensen Hughes, Inc.Revolver0.50 1,136 (11)
Jensen Hughes, Inc.Delayed Draw1.00 2,365 (23)
MAG DS Corp.Revolver0.50 2,188 (13)
Marco Technologies, LLCDelayed Draw1.00 7,500 — 
MSHC, Inc.Delayed Draw1.00 1,913 (4)
Output Services GroupDelayed Draw4.25 116 (1)
Pathway Vet Alliance LLCDelayed Draw1.00 19,867 68 
Premise Health Holding Corp.Delayed Draw1.00 1,103 (17)
Propel Insurance Agency, LLCRevolver0.50 2,381 (10)
Propel Insurance Agency, LLCDelayed Draw0.50 7,143 (31)
QW Holding Corporation (Quala)Revolver0.50 5,498 (31)
QW Holding Corporation (Quala)Delayed Draw1.00 217 (1)
Situs Group Holdings CorporationDelayed Draw1.00 1,216 (1)
T2 Systems, Inc.Revolver0.50 1,369 — 
The Original Cakerie, Ltd. (Canada)Revolver0.50 1,199 (5)
Welocalize, Inc.Revolver0.50 2,057 (21)
WIRB - Copernicus Group, Inc.Revolver0.50 1,000 — 
WIRB - Copernicus Group, Inc.Delayed Draw1.00 2,592 — 
WRE Holding Corp.Revolver0.50 441 (6)
WRE Holding Corp.Delayed Draw1.00 1,981 (25)
Zywave, Inc.Revolver0.50 998 (1)
Total unfunded commitments$92,894 $(297)
(8)Loan was on non-accrual status as of December 31, 2019.
Debt
Credit Fund Facilities
The Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. In addition, until May 15, 2019, the 2019-2 Issuer (formerly known as the Credit Fund Warehouse) was party to the Credit Fund Warehouse Facility. As of September 30, 2020 and December 31, 2019, Credit Fund, Credit Fund Sub and Credit Fund Warehouse II were in compliance with all covenants and other requirements of their respective credit facility agreements.
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Below is a summary of the borrowings and repayments under the credit facilities for the three month and nine month periods ended 2020 and 2019, and the outstanding balances under the credit facilities for the respective periods.
Credit Fund
Facility
Credit Fund Sub
Facility
Credit Fund Warehouse FacilityCredit Fund Warehouse II Facility
20202019202020192020201920202019
Three Month Periods Ended September 30,
Outstanding balance, beginning of period$— $80,000 $353,006 $384,493 $— $— $108,994 $— 
Borrowings— 32,500 25,000 35,500 — — 5,000 77,935 
Repayments— (18,500)— (76,987)— — (6,590)— 
Outstanding balance, end of period$— $94,000 $378,006 $343,006 $— $— $107,404 $77,935 
Nine Month Periods Ended September 30,
Outstanding Borrowing, beginning of period$93,000 $112,000 $343,506 $471,134 $— $101,045 $97,571 $— 
Borrowings63,500 83,200 125,000 144,370 — 34,544 38,373 77,935 
Repayments(156,500)(101,200)(90,500)(272,498)— (135,589)(28,540)— 
Outstanding balance, end of period$— $94,000 $378,006 $343,006 $— $— $107,404 $77,935 
Credit Fund Facility. On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company, which was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018, February 21, 2019 and March 20, 2020, pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $175,000. The maturity date of the Credit Fund Facility is March 22, 2021. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.
Credit Fund Sub Facility. On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017, October 27, 2017, August 24, 2018, December 12, 2019 and March 11, 2020. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, 2024. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.25%.
Credit Fund Warehouse Facility. On November 26, 2018, Credit Fund Warehouse closed on the Credit Fund Warehouse Facility with lenders. The Credit Fund Warehouse Facility provided for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse Facility was secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse. The maturity date of the Credit Fund Warehouse Facility was November 26, 2019. Amounts borrowed under the Credit Fund Warehouse Facility bore interest at a rate of LIBOR plus 1.05%. Effective May 15, 2019, the Warehouse Facility changed its name from “MMCF Warehouse, LLC” to “MMCF CLO 2019-2, LLC” and secured borrowings outstanding were repaid in connection with the 2019-2 Debt Securitization.
Credit Fund Warehouse II Facility. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the "Credit Fund Warehouse II Facility") with lenders. The Credit Fund Warehouse II Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse II Facility. The maturity date of the Credit Fund Warehouse II Facility is August 16, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility bear interest at a rate of LIBOR plus 1.05% for the first 12 months, LIBOR plus 1.15% for the next 12 months, and LIBOR plus 1.50% in the final 12 months.
2017-1 Notes
On December 19, 2017, Credit Fund completed the 2017-1 Debt Securitization. The notes offered in the 2017-1 Debt Securitization (the “2017-1 Notes”) were issued by the 2017-1 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2017-1 Issuer consisting primarily of first and second lien senior secured loans. The 2017-1 Debt Securitization was executed through a private placement of the 2017-1 Notes, consisting of:
$231,700 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.17%;
$48,300 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 1.50%;
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$15,000 of A2/A Class B-1 Notes, which bear interest at the three-month LIBOR plus 2.25%;
$9,000 of A2/A Class B-2 Notes which bear interest at 4.30%;
$22,900 of Baa2/BBB Class C Notes which bear interest at the three-month LIBOR plus 3.20%; and
$25,100 of Ba2/BB Class D Notes which bear interest at the three-month LIBOR plus 6.38%.
The 2017-1 Notes are scheduled to mature on January 15, 2028. Credit Fund received 100% of the preferred interests issued by the 2017-1 Issuer (the “2017-1 Issuer Preferred Interests”) on the closing date of the 2017-1 Debt Securitization in exchange for Credit Fund’s contribution to the 2017-1 Issuer of the initial closing date loan portfolio. The 2017-1 Issuer Preferred Interests do not bear interest and had a nominal value of $47,900 at closing.
As of September 30, 2020 and December 31, 2019, the 2017-1 Issuer was in compliance with all covenants and other requirements of the indenture.
2019-2 Notes
On May 21, 2019, Credit Fund completed the 2019-2 Debt Securitization. The notes offered in the 2019-2 Debt Securitization (the “2019-2 Notes”) were issued by the 2019-2 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2019-2 Issuer consisting primarily of first and second lien senior secured loans. The 2019-2 Debt Securitization was executed through a private placement of the 2019-2 Notes, consisting of:
$233,000 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.50%;
$48,000 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 2.40%;
$23,000 of A2/A Class B Notes, which bear interest at the three-month LIBOR plus 3.45%;
$27,000 of Baa2/BBB- Class C Notes which bear interest at the three-month LIBOR plus 4.55%; and
$21,000 of Ba2/BB- Class D Notes which bear interest at the three-month LIBOR plus 8.03%.
The 2019-2 Notes are scheduled to mature on April 15, 2029. Credit Fund received 100% of the preferred interests issued by the 2019-2 Issuer (the “2019-2 Issuer Preferred Interests”) on the closing date of the 2019-2 Debt Securitization in exchange for Credit Fund’s contribution to the 2019-2 Issuer of the initial closing date loan portfolio. The 2019-2 Issuer Preferred Interests do not bear interest and had a nominal value of $48,300 at closing.
As of September 30, 2020 and December 31, 2019, the 2019-2 Issuer was in compliance with all covenants and other requirements of the indenture.
6. BORROWINGS
The Company and the SPV are party to 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 150% after such borrowing. For the purposes of the asset coverage ratio under the Investment Company Act, the Preferred Stock, as defined in Note 1, is considered a senior security and is included in the denominator of the calculation. As of September 30, 2020 and December 31, 2019, asset coverage was 174.96% and 181.01%, respectively. As of September 30, 2020 and December 31, 2019, the Company and the SPV were in compliance with all covenants and other requirements of their respective credit facility agreements.
Below is a summary of the borrowings and repayments under the credit facilities for the three month and nine month periods ended September 30, 2020 and 2019, and the outstanding balances under the Facilities for the respective periods.
For the three month periods endedFor the nine month periods ended
September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Outstanding Borrowing, beginning of period$474,386 $649,397 $616,543 $514,635 
Borrowings36,500 187,229 293,792 590,179 
Repayments— (79,709)(397,484)(347,897)
Foreign currency translation2,446 (406)481 (406)
Outstanding balance, end of period$513,332 $756,511 $513,332 $756,511 
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SPV Credit Facility
The SPV closed on the SPV Credit Facility on May 24, 2013, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016, May 26, 2017 and August 9, 2018. The SPV Credit Facility provides for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $275,000 (the borrowing base as calculated pursuant to the terms of the SPV Credit Facility) and the amount of net cash proceeds and unpledged capital commitments the Company has received, with an accordion feature that can, subject to certain conditions, increase the aggregate maximum credit commitment up to an amount not to exceed $750,000, subject to restrictions imposed on borrowings under the Investment Company Act and certain restrictions and conditions set forth in the SPV Credit Facility, including adequate collateral to support such borrowings. The SPV Credit Facility has a revolving period through May 21, 2021 and a maturity date of May 23, 2023. Borrowings under the SPV Credit Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.00% per year through May 21, 2021, with pre-determined future interest rate increases of 0.875%-1.75% following the end of the revolving period. The SPV is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the drawings under the SPV Credit Facility. Payments under the SPV Credit Facility are made quarterly. The lenders have a first lien security interest on substantially all of the assets of the SPV.
As part of the SPV Credit Facility, the SPV is subject to limitations as to how borrowed funds may be used and the types of loans that are eligible to be acquired by the SPV including, but not limited to, restrictions on sector and geographic concentrations, loan size, payment frequency, tenor and minimum investment ratings (or estimated ratings). In addition, borrowed funds are intended to be used primarily to purchase first lien loan assets, and the SPV is limited in its ability to purchase certain other assets (including, but not limited to, second lien loans, covenant-lite loans, revolving and delayed draw loans and discount loans) and other assets are not permitted to be purchased (including, but not limited to paid-in-kind loans). The SPV Credit Facility has certain requirements relating to asset coverage, interest coverage, collateral quality and portfolio performance, including limitations on delinquencies and charge offs, certain violations of which could result in the immediate acceleration of the amounts due under the SPV Credit Facility. The SPV Credit Facility is also subject to a borrowing base that applies different advance rates to assets held by the SPV based generally on the fair market value of such assets. Under certain circumstances as set forth in the SPV Credit Facility, the Company could be obliged to repurchase loans from the SPV.
Credit Facility
The Company closed on the Credit Facility on March 21, 2014, which was subsequently amended on January 8, 2015, May 25, 2016, March 22, 2017, September 25, 2018 and June 14, 2019. The maximum principal amount of the Credit Facility is $688,000, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased to $900,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $50,000 limit for swingline loans and a $20,000 limit for letters of credit. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either LIBOR plus an applicable spread of 2.25%, or an “alternative base rate” (which is the highest of a prime rate, the federal funds effective rate plus 0.50%, or one month LIBOR plus 1.00%) plus an applicable spread of 1.25%. The Company may elect either the LIBOR or the “alternative base rate” at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts under the Credit Facility and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then-applicable margin under the Credit Facility while the letter of credit is outstanding. On October 28, 2020, the Credit Facility was amended to extend the availability period to October 28, 2024 and the maturity date to October 28, 2025. During the period from October 29, 2024 to October 28, 2025, the Company will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, 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.
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Summary of Facilities
The Facilities consisted of the following as of September 30, 2020 and December 31, 2019:
 September 30, 2020
 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
SPV Credit Facility$275,000 $149,985 $125,015 $46,670 
Credit Facility688,000 363,347 324,653 198,282 
Total$963,000 $513,332 $449,668 $244,952 
 December 31, 2019
 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
SPV Credit Facility$275,000 $232,469 $42,531 $4,225 
Credit Facility688,000 384,074 303,926 264,198 
Total$963,000 $616,543 $346,457 $268,423 
 
(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 month and nine month periods ended September 30, 2020 and 2019, the components of interest expense and credit facility fees were as follows:
 For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Interest expense$2,985 $8,510 $13,564 $22,916 
Facility unused commitment fee542 271 1,269 870 
Amortization of deferred financing costs159 244 754 746 
Other fees27 30 83 168 
Total interest expense and credit facility fees$3,713 $9,055 $15,670 $24,700 
Cash paid for interest expense$3,287 $8,036 $14,959 $22,496 
Average principal debt outstanding$495,469 $755,035 $584,032 $663,766 
Weighted average interest rate2.36 %4.41 %3.05 %4.55 %

As of September 30, 2020 and December 31, 2019, the components of interest and credit facilities payable were as follows:
As of
September 30, 2020December 31, 2019
Interest expense payable$856 $2,201 
Unused commitment fees payable222 187 
Other credit facility fees payable22 30 
Interest and credit facilities payable$1,100 $2,418 
Weighted average interest rate (based on floating LIBOR rates)2.34 %3.88 %

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7. NOTES PAYABLE
4.750% Senior Unsecured Notes
On December 30, 2019, the Company closed a private offering of the Senior Notes. Interest is payable quarterly, beginning March 31, 2020. This interest rate is subject to increase (up to 5.75%) in the event that, subject to certain exceptions, the Senior Notes cease to have an investment grade rating. The Company is obligated to offer to repay the notes at par if certain change in control events occur. The Senior Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. For the three month and nine month periods ended September 30, 2020, the Company incurred and paid $1,366 and $4,082, respectively, in interest expense on the Senior Notes.
The note purchase agreement for the Senior Notes contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act and a regulated investment company under the Code, minimum asset coverage ratio and interest coverage ratio, and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, breach of covenant, material breach of representation or warranty under the note purchase agreement, cross-acceleration under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy. As of September 30, 2020, the Company was in compliance with these terms and conditions.

2015-1R Notes
On June 26, 2015, the Company completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by the 2015-1 Issuer, a wholly-owned and consolidated subsidiary of the Company. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of:
$160,000 of Aaa/AAA Class A-1A Notes;
$40,000 of Aaa/AAA Class A-1B Notes;
$27,000 of Aaa/AAA Class A-1C Notes; and
$46,000 of Aa2 Class A-2 Notes.
The 2015-1 Notes were issued at par and were scheduled to mature on July 15, 2027. The Company received 100% of the preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. The 2015-1 Issuer Preferred Interests do not bear interest and had a nominal value of $125,900 at closing. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase agreement. The Class A-1A, Class A-1B and Class A-1C and Class A-2 Notes are included in these consolidated financial statements. The 2015-1 Issuer Preferred Interests were eliminated in consolidation.
On the closing date of the 2015-1 Debt Securitization, the 2015-1 Issuer effected a one-time distribution to the Company of a substantial portion of the proceeds of the private placement of the 2015-1 Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the SPV Credit Facility and the Credit Facility. As part of the 2015-1 Debt Securitization, certain first and second lien senior secured loans were distributed by the SPV to the Company pursuant to a distribution and contribution agreement.
On August 30, 2018, the Company and the 2015-1 Issuer closed the 2015-1 Debt Securitization Refinancing. On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer, among other things:
(a) refinanced the issued Class A-1A Notes by redeeming in full the Class A-1A Notes and issuing new AAA Class A-1-1-R Notes in an aggregate principal amount of $234,800 which bear interest at the three-month LIBOR plus 1.55%;
(b) refinanced the issued Class A-1B Notes by redeeming in full the Class A-1B Notes and issuing new AAA Class A-1-2-R Notes in an aggregate principal amount of $50,000 which bear interest at the three-month LIBOR plus 1.48% for the first 24 months and the three-month LIBOR plus 1.78% thereafter;
(c) refinanced the issued Class A-1C Notes by redeeming in full the Class A-1C Notes and issuing new AAA Class A-1-3-R Notes in an aggregate principal amount of $25,000 which bear interest at 4.56%;
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(d) refinanced the issued Class A-2 Notes by redeeming in full the Class A-2 Notes and issuing new Class A-2-R Notes in an aggregate principal amount of $66,000 which bear interest at the three-month LIBOR plus 2.20%;
(e) issued new single-A Class B Notes and BBB- Class C Notes in aggregate principal amounts of $46,400 and $27,000, respectively, which bear interest at the three-month LIBOR plus 3.15% and the three-month LIBOR plus 4.00%, respectively;
(f) reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 from a nominal value of $125,900 to approximately $104,525 at close; and
(g) extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively.
Following the 2015-1 Debt Securitization Refinancing, the Company retained the 2015-1 Issuer Preferred Interests. The 2015-1R Notes in the 2015-1 Debt Securitization Refinancing were issued by the 2015-1 Issuer and are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans.
On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer effected a one-time distribution to the Company of a substantial portion of the proceeds of the private placement of the 2015-1R Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the SPV Credit Facility and the Credit Facility. As part of the 2015-1 Debt Securitization Refinancing, certain first and second lien senior secured loans were distributed by the SPV to the Company pursuant to a distribution and contribution agreement. The Company contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to the Company from the SPV) to the 2015-1 Issuer pursuant to a contribution agreement. Future loan transfers from the Company to the 2015-1 Issuer will be made pursuant to a sale agreement and are subject to the approval of the Company’s Board of Directors. Assets of the 2015-1 Issuer are not available to the creditors of the SPV or the Company. In connection with the issuance and sale of the 2015-1R Notes, the Company made customary representations, warranties and covenants in the purchase agreement.
During the reinvestment period, pursuant to the indenture governing the 2015-1R Notes, all principal collections received on the underlying collateral may be used by the 2015-1 Issuer to purchase new collateral under the direction of Investment Adviser in its capacity as collateral manager of the 2015-1 Issuer and in accordance with the Company’s investment strategy.
The Investment Adviser serves as collateral manager to the 2015-1 Issuer under a collateral management agreement (the “Collateral Management Agreement”). Pursuant to the Collateral Management Agreement, the 2015-1 Issuer pays management fees (comprised of base management fees, subordinated management fees and incentive management fees) to the Investment Adviser for rendering collateral management services. As per the Collateral Management Agreement, for the period the Company retains all of the 2015-1 Issuer Preferred Interests, the Investment Adviser does not earn management fees for providing such collateral management services. The Company currently retains all of the 2015-1 Issuer Preferred Interests, thus the Investment Adviser did not earn any management fees from the 2015-1 Issuer for the three and nine month periods ended September 30, 2020 and 2019. Any such waived fees may not be recaptured by the Investment Adviser.
Pursuant to an undertaking by the Company in connection with the 2015-1 Debt Securitization Refinancing, the Company has agreed to hold on an ongoing basis the 2015-1 Issuer Preferred Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate outstanding amount of all collateral obligations by the 2015-1 Issuer for so long as any securities of the 2015-1 Issuer remain outstanding. As of September 30, 2020, the Company was in compliance with its undertaking.
The 2015-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2015-1 Issuer.
As of September 30, 2020, the 2015-1R Notes were secured by 59 first lien and second lien senior secured loans with a total fair value of approximately $515,169 and cash of $5,231. The pool of loans in the securitization must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2015-1R Notes.
For the nine month periods ended September 30, 2020 and 2019, the effective annualized weighted average interest rates, which include amortization of debt issuance costs on the 2015-1R Notes, were 2.56% and 4.59%, respectively, based on
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floating LIBOR rates. As of September 30, 2020 and December 31, 2019 the weighted average interest rates were 2.38% and 4.75% respectively, based on floating LIBOR rates.
For the for the three and nine month periods ended September 30, 2020 and 2019, the components of interest expense on the 2015-1R Notes were as follows:
 For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Interest expense$2,878 $4,966 $11,081 $15,460 
Amortization of deferred financing costs62 62 185 185 
Total interest expense and credit facility fees$2,940 $5,028 $11,266 $15,645 
Cash paid for interest expense$3,708 $5,348 $12,667 $15,748 

As of September 30, 2020 and December 31, 2019, $2,305 and $3,891, respectively, of interest expense was included in interest and credit facility fees payable.
8. COMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of September 30, 2020 and December 31, 2019:
Payment Due by PeriodSeptember 30, 2020December 31, 2019
Less than one year$— $— 
1-3 years149,985 — 
3-5 years478,347 731,543 
More than 5 years449,200 449,200 
Total$1,077,532 $1,180,743 
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 September 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
 September 30, 2020December 31, 2019
Unfunded delayed draw commitments$58,290 $75,874 
Unfunded revolving loan commitments67,034 74,016 
Total unfunded commitments$125,324 $149,890 

9. NET ASSETS
The Company has the authority to issue 200,000,000 shares of common stock, $0.01 per share par value.
Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. The Preferred Stock has a liquidation preference equal to $25 per share (the “Liquidation Preference”) plus any accumulated but unpaid dividends up to but excluding the date of distribution. Dividends are payable on a quarterly basis in an initial amount equal to 7.00% per annum of the Liquidation Preference per share, payable in cash, or at the Company’s option, 9.00% per annum of the Liquidation Preference payable in additional shares of Preferred Stock. After May 5, 2027, the dividend rate will increase annually, in each case by 1.00% per annum.
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    After November 5, 2020, the Preferred Stock will be convertible, in whole or in part, at the option of the holder of the Preferred Stock into the number of shares of common stock equal to the Liquidation Preference plus any accumulated but unpaid dividends, divided by an initial conversion price of $9.50, subject to certain adjustments to prevent dilution as set forth in the Company's Articles Supplementary. At any time after May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, will have the option to redeem all of the Preferred Stock for cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends. The holders of the Preferred Stock will have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. At any time after May 5, 2027, the holders of the Preferred Stock will have the option to require the Company to redeem any or all of the then-outstanding Preferred Stock upon 90 days’ notice. The form of consideration used in any such redemption is at the option of the Board of Directors, including a majority of the Independent Directors, and may be cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends, or shares of common stock. Holders also have the right to redeem the Preferred Stock upon a Change in Control (as defined in the Article Supplementary).
The following table summarizes the Company’s dividends declared on its preferred stock during the current fiscal year to-date. Unless otherwise noted, dividends were declared and paid, or are payable, in cash.
Date DeclaredRecord DatePayment DatePer Share Amount
June 30, 2020June 30, 2020September 30, 2020$0.277 
September 30, 2020September 30, 2020September 30, 20200.423 
Total$0.700 
Company Stock Repurchase Program
On November 5, 2018, the Company’s Board of Directors approved a $100,000 common stock repurchase program (the “Company Stock Repurchase Program”). The Company Stock Repurchase Program was to be in effect until November 5, 2020, or until the approved dollar amount had been used to repurchase shares of common stock. On November 2, 2020, the Company's Board of Directors approved the continuation of the Company Stock Repurchase Program until November 5, 2021, or until the approved dollar amount has been used to repurchase shares of common stock, as well as the expansion of the repurchase authorization to $150 million in the aggregate of the Company's outstanding common stock. This program may be suspended, extended, modified or discontinued by the Company at any time, subject to applicable law. Since the inception of the Company Stock Repurchase Program through September 30, 2020, the Company has repurchased 6,260,043 shares of the Company's common stock at an average cost of $13.67 per share, or $85,597 in the aggregate, resulting in accretion to net assets per share of $0.34.
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Changes in Net Assets
For the three and nine month periods ended September 30, 2020, the Company repurchased and extinguished 0 and 1,455,195 shares, respectively, for $0 and $16,003, respectively. The following tables summarize capital activity during the for the three and nine month periods ended September 30, 2020:
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering
Costs
Accumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, July 1, 20202,000,000 $50,000 56,308,616 $563 $1,093,250 $(1,633)$13,810 $(131,650)$(141,036)$883,304 
Issuance of Preferred Stock— — — — — — — — — — 
Net investment income (loss)— — — — — — 21,234 — — 21,234 
Net realized gain (loss) — — — — — — — (220)— (220)
Net change in unrealized appreciation (depreciation)— — — — — — — — 12,594 12,594 
Dividends declared on common stock and preferred stock— — — — — — (21,690)— — (21,690)
Balance, September 30, 20202,000,000 $50,000 56,308,616 $563 $1,093,250 $(1,633)$13,354 $(131,870)$(128,442)$895,222 
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss) on InvestmentsAccumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, January 1, 2020— $— 57,763,811 $578 $1,109,238 $(1,633)$10,368 $(82,654)$(79,426)$956,471 
Repurchase of common stock — — (1,455,195)(15)(15,988)— — — — (16,003)
Issuance of Preferred Stock2,000,000 50,000 — — — — — — — 50,000 
Net investment income (loss)— — — — — — 66,898 — — 66,898 
Net realized gain (loss)— — — — — — — (49,216)— (49,216)
Net change in unrealized appreciation (depreciation)— — — — — — — — (49,016)(49,016)
Dividends declared on common stock and preferred stock— — — — — — (63,912)— — (63,912)
Balance, September 30, 20202,000,000 $50,000 56,308,616 $563 $1,093,250 $(1,633)$13,354 $(131,870)$(128,442)$895,222 
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For the three and nine month periods ended September 30, 2019, the Company repurchased and extinguished 1,168,383 and 3,216,775 shares, respectively, for $17,167 and $47,521, respectively. The following tables summarize capital activity for the three and nine month periods ended September 30, 2019:
  
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmount
Balance, July 1, 201960,181,859 $602 $1,144,000 $(1,633)$11,679 $(51,354)$(76,702)$1,026,592 
Repurchase of common stock(1,168,383)(12)(17,155)— — — — (17,167)
Net investment income (loss)— — — — 26,755 — — 26,755 
Net realized gain (loss)— — — — — (10,909)— (10,909)
Net change in unrealized appreciation (depreciation)— — — — — — (24,835)(24,835)
Dividends declared— — — — (21,835)— — (21,835)
Balance, September 30, 201959,013,476 $590 $1,126,845 $(1,633)$16,599 $(62,263)$(101,537)$978,601 
  
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss) on InvestmentsAccumulated Net Unrealized Appreciation (Depreciation) on InvestmentsTotal Net Assets
 SharesAmount
Balance, January 1, 201962,230,251 $622 $1,174,334 $(1,633)$5,901 $(44,572)$(71,434)$1,063,218 
Repurchase of common stock(3,216,775)(32)(47,489)— — — — (47,521)
Net investment income (loss)— — — — 82,288 — — 82,288 
Net realized gain (loss) on investments— — — — — (17,691)— (17,691)
Net change in unrealized appreciation (depreciation) on investments— — — — — — (30,103)(30,103)
Dividends declared— — — — (71,590)— — (71,590)
Balance, September 30, 201959,013,476 $590 $1,126,845 $(1,633)$16,599 $(62,263)$(101,537)$978,601 
Earnings Per Share
The Company calculates earnings per share in accordance with ASC 260, "Earnings per Share." Basic earnings per share is calculated by dividing the net increase (decrease) in net assets resulting from operations, less preferred dividends, by the weighted average number of common shares outstanding. Diluted earnings per share gives effect to all dilutive potential common shares outstanding using the if-converted method for the convertible Preferred Stock. Diluted earnings per share excludes all dilutive potential common shares if their effect is anti-dilutive. Potential common shares for the nine months ended
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September 30, 2020 would be antidilutive due to the net loss in the period. Basic and diluted earnings per common share were as follows:
 For the three month period ended September 30, 2020For the nine month period ended September 30, 2020
 BasicDilutedBasicDiluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$32,752 $33,608 $(32,744)$(32,744)
Weighted-average common shares outstanding56,308,616 61,571,773 56,575,498 56,575,498 
Basic and diluted earnings per share$0.58 $0.55 $(0.58)$(0.58)

For the three month period ended September 30, 2019For the nine month period ended September 30, 2019
BasicDilutedBasicDiluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$(8,989)$(8,989)$34,494 $34,494 
Weighted-average common shares outstanding59,587,941 59,587,941 60,644,479 60,644,479 
Basic and diluted earnings per share$(0.15)$(0.15)$0.57 $0.57 
Common Stock Dividends
The following table summarizes the Company’s dividends declared on its common stock during the two most recent fiscal years and the current fiscal year to-date:
Date DeclaredRecord DatePayment DatePer Common Share Amount
February 26, 2018March 29, 2018April 17, 2018$0.37 
May 2, 2018June 29, 2018July 17, 2018$0.37 
August 6, 2018September 28, 2018October 17, 2018$0.37 
November 5, 2018December 28, 2018January 17, 2019$0.37 
December 12, 2018December 28, 2018January 17, 2019$0.20 
(1)
February 22, 2019March 29, 2019April 17, 2019$0.37 
May 6, 2019June 28, 2019July 17, 2019$0.37 
June 17, 2019June 28, 2019July 17, 2019$0.08 
(1)
August 5, 2019September 30, 2019October 17, 2019$0.37 
November 4, 2019December 31, 2019January 17, 2020$0.37 
December 12, 2019December 31, 2019January 17, 2020$0.18 
(1)
February 24, 2020March 31, 2020April 17, 2020$0.37 
May 4, 2020June 30, 2020July 17, 2020$0.37 
August 3, 2020September 30, 2020October 16, 2020$0.32 
(2)
August 3, 2020September 30, 2020October 16, 2020$0.05 
(1)
(1)Represents a special dividend.
(2)The Company updated its dividend policy such that the regular dividend is $0.32 per share of common stock, effective with the third quarter 2020 dividend.


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10. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of consolidated financial highlights for the nine month periods ended September 30, 2020 and 2019: 
 For the nine month periods ended
 September 30, 2020September 30, 2019
Per Common Share Data:
Net asset value per common share, beginning of period$16.56 $17.09 
Net investment income (loss) (1)
1.16 1.37 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities(1.74)(0.81)
Net increase (decrease) in net assets resulting from operations(0.58)0.56 
Dividends declared (2)
(1.11)(1.19)
Accretion due to share repurchases0.14 0.12 
Net asset value per common share, end of period$15.01 $16.58 
Market price per common share, end of period$8.91 $14.40 
Number of common shares outstanding, end of period56,308,616 59,013,476 
Total return based on net asset value (3)
(2.66)%3.98 %
Total return based on market price (4)
(25.11)%25.73 %
Net assets attributable to Common Stockholders, end of period$845,222 $978,601 
Ratio to average net assets attributable to Common Stockholders(5):
Expenses before incentive fees6.87 %6.50 %
Expenses after incentive fees8.51 %8.17 %
Net investment income (loss) 7.62 %7.88 %
Interest expense and credit facility fees3.61 %3.86 %
Ratios/Supplemental Data:
Asset coverage, end of period174.96 %181.16 %
Portfolio turnover21.94 %24.35 %
Weighted-average shares outstanding56,575,498 60,644,479 
(1)Net investment income (loss) per common share was calculated as net investment income (loss) less the preferred dividend for the period divided by the weighted average number of common shares outstanding for the period.
(2)Dividends declared per common share was calculated as the sum of dividends on common stock declared during the period divided by the number of common shares outstanding at each respective quarter-end date (refer to Note 9, Net Assets).
(3)Total return based on net asset value (not annualized) is based on the change in net asset value per common share during the period plus the declared dividends on common stock, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning net asset value for the period.
(4)Total return based on market value (not annualized) is calculated as the change in market value per common share during the period plus the declared dividends on common stock, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning market price for the period.
(5)These ratios to average net assets attributable to Common Stockholders have not been annualized.

11. 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 September 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.
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12. TAX
The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of September 30, 2020 and December 31, 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 September 30, 2020 and December 31, 2019, the Company had filed tax returns and therefore is subject to examination.
The Company’s taxable income for each period is an estimate and will not be finally determined until the Company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate. The estimated tax character of dividends declared on preferred stock and common stock for nine month periods ended September 30, 2020 and 2019 was as follows:
 For the nine month periods ended
 September 30, 2020September 30, 2019
Ordinary income$63,912 $71,590 
Tax return of capital$— $— 
13. 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 and elsewhere in the consolidated financial statements.
On November 2, 2020, the Board of Directors declared a regular quarterly common dividend of $0.32 plus a special dividend of $0.04, which are payable on January 15, 2021 to common stockholders of record on December 31, 2020.
On November 3, 2020 (the "Closing Date"), pursuant to a contribution agreement, dated as of the Closing Date, by and between the Company and Middle Market Credit Fund II, LLC, a Delaware limited liability company ("MMCF II"), the Company contributed certain senior secured debt investments with an aggregate principal balance of approximately $250 million to MMCF II in exchange for approximately 84% of MMCF II's membership interests and gross cash proceeds of approximately $170 million.
On the Closing Date, the Company and an unaffiliated private credit investment fund entered into a limited liability company agreement to co-manage MMCF II. The Company and the unaffiliated fund have approximately 84% and 16% economic ownership of MMCF II, respectively. MMCF II will be managed by a four-member board of managers, on which the Company and the unaffiliated fund will have equal representation. MMCF II is not consolidated in the Company's financial statements. MMCF II is expected to invest primarily in the senior secured loans of middle market companies. MMCF II's initial portfolio was funded on the Closing Date with existing senior secured debt investments contributed by the Company.

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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, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” 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 COVID-19 pandemic thereon;
the impact of any protracted decline in the liquidity of credit markets on our business and the impact of the COVID-19 pandemic thereon;
the impact of fluctuations in interest rates on our business;
our future operating results and the impact of the 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 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 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 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 acquisitions;
the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;
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;
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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; 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 II, Item 1A of 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 are a Maryland corporation formed on February 8, 2012, and structured as an externally managed, non-diversified closed-end investment company. 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 current income and capital appreciation primarily through debt investments in U.S. middle market companies. 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 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 primarily through direct origination of Middle Market Senior Loans, with the balance of our assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities). We generally make Middle Market Senior Loans to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, we expect that between 70% and 80% of the value of our assets will be invested in Middle Market Senior Loans. We expect that the composition of our portfolio will change over time given our Investment Adviser’s view on, among other things, the economic and credit environment (including with respect to interest rates) in which we are operating.
On June 19, 2017, we closed our IPO, issuing 9,454,200 shares of our common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, we received cash proceeds of $169,488. Shares of common stock of TCG BDC began trading on the Nasdaq Global Select Market under the symbol “CGBD” on June 14, 2017.
On June 9, 2017, we acquired NF Investment Corp. (“NFIC”), a BDC managed by our Investment Advisor (the “NFIC Acquisition”). As a result, we issued 434,233 shares of common stock to the NFIC stockholders and approximately $145,602 in cash, and acquired approximately $153,648 in net assets.
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
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Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of Carlyle. Our Investment Adviser’s five-person investment committee is responsible for reviewing and approving our investment opportunities. The members of the investment committee have experience investing through different credit cycles. As of September 30, 2020, our Investment Adviser’s investment team included a team of more than 150 investment professionals across the Carlyle Global Credit segment. The five members of our Investment Adviser’s investment committee have an average of over 25 years of industry experience. In addition, our Investment Adviser and its investment team are supported by a team of finance, operations and administrative professionals currently employed by Carlyle Employee Co., a wholly owned 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. We have operated our business as a BDC since we began our investment activities in May 2013.
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 base management fees and incentive fees, to our Investment Adviser pursuant to 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 the Administration Agreement between us and our Administrator; and (iii) other operating expenses as detailed below:
 
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;
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;
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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.
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PORTFOLIO AND INVESTMENT ACTIVITY
Below is a summary of certain characteristics of our investment portfolio as of September 30, 2020 and December 31, 2019.
As of
September 30, 2020December 31, 2019
Fair value of investments$1,948,173 $2,123,964 
Count of investments146 136 
Count of portfolio companies / investment fund114 112 
Count of industries28 28 
Count of sponsors63 63 
Percentage of total investment fair value:
First lien debt (excluding first lien/last out debt)69.0 %74.6 %
First lien/last out debt4.0 %3.7 %
Second lien debt14.8 %11.0 %
Total secured debt87.8 %89.3 %
Credit Fund10.5 %9.6 %
Equity investments1.7 %1.0 %
Percentage of debt investment fair value:
Floating rate (1)
99.1 %99.7 %
Fixed interest rate0.9 %0.3 %
(1) Primarily subject to interest rate floors.

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Our investment activity for the three month periods ended September 30, 2020 and 2019 is presented below (information presented herein is at amortized cost unless otherwise indicated):
 For the three month periods ended
 September 30, 2020September 30, 2019
Investments:
Total investments, beginning of period$2,048,349 $2,152,317 
New investments purchased59,887 235,812 
Net accretion of discount on investments1,451 2,867 
Net realized gain (loss) on investments(209)(10,909)
Investments sold or repaid(35,551)(151,456)
Total Investments, end of period$2,073,927 $2,228,631 
Principal amount of investments funded:
First Lien Debt (excluding First Lien/Last Out Debt)$60,468 $139,276 
First Lien/Last Out Debt— 25,045 
Second Lien Debt— 39,500 
Equity Investments358 683 
Investment Fund— 32,500 
Total$60,826 $237,004 
Principal amount of investments sold or repaid:
First Lien Debt (excluding First Lien/Last Out Debt)$(36,191)$(137,674)
First Lien/Last Out Debt(246)— 
Second Lien Debt(4)(9,498)
Equity Investments— — 
Investment Fund— (18,500)
Total$(36,441)$(165,672)
Number of new funded investments11 
Average amount of new funded investments$5,877 $21,437 
Percentage of new funded debt investments at floating interest rates100 %97 %
Percentage of new funded debt investments at fixed interest rates— %%
As of September 30, 2020 and December 31, 2019, investments consisted of the following:
 September 30, 2020December 31, 2019
 Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)$1,438,903 $1,344,575 $1,649,721 $1,585,042 
First Lien/Last Out Debt80,033 78,616 78,951 78,096 
Second Lien Debt306,295 287,659 234,006 234,532 
Equity Investments32,695 32,987 22,272 21,698 
Investment Fund216,001 204,336 216,501 204,596 
Total$2,073,927 $1,948,173 $2,201,451 $2,123,964 

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The weighted average yields (1) for our first and second lien debt, based on the amortized cost and fair value as of September 30, 2020 and December 31, 2019, were as follows:
 September 30, 2020December 31, 2019
 Amortized
Cost
Fair ValueAmortized
Cost
Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)6.98 %7.47 %8.00 %8.17 %
First Lien/Last Out Debt8.93 %9.09 %6.63 %9.53 %
First Lien Debt Total7.08 %7.56 %7.91 %8.23 %
Second Lien Debt9.23 %9.82 %10.44 %10.42 %
First and Second Lien Debt Total7.44 %7.94 %8.22 %8.50 %
 
(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 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 8.22% to 7.44% from December 31, 2019 to September 30, 2020. The decrease in weighted average yields was primarily due to a decrease in the effective LIBOR rate applicable to loans in the portfolio.
The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of September 30, 2020 and December 31, 2019:
 September 30, 2020December 31, 2019
 Fair ValuePercentageFair ValuePercentage
Performing$1,880,802 96.54 %$2,071,535 97.53 %
Non-accrual (1)
67,371 3.46 52,429 2.47 
Total$1,948,173 100.00 %$2,123,964 100.00 %
 
(1)For information regarding our non-accrual policy, see Note 2 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
See the Consolidated Schedules of Investments as of September 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 these investments, including a list of companies and type and amount of investments.
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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 September 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.
 September 30, 2020
 Fair Value% of Fair Value
(dollar amounts in millions)  
Internal Risk Rating 1$38.8 2.27 %
Internal Risk Rating 21,201.4 70.22 
Internal Risk Rating 3380.8 22.26 
Internal Risk Rating 448.9 2.86 
Internal Risk Rating 540.9 2.39 
Total$1,710.9 100.00 %

As of September 30, 2020, the weighted average Internal Risk Rating of our debt investment portfolio was 2.3. As of September 30, 2020, seven of our debt investments, with an aggregate fair value of $89.9 million were assigned an Internal Risk Rating of 4-5. As of September 30, 2020 and December 31, 2019, six and five debt investments were on non-accrual status. The fair values of debt investments in the portfolio on non-accrual status were $67.4 million and $52.4 million, respectively, which represented approximately 3.46% and 2.47%, respectively, of total investments at fair value. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2020 and December 31, 2019.

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CONSOLIDATED RESULTS OF OPERATIONS
For the three month and nine month periods ended September 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 month and nine month periods ended September 30, 2020 and 2019 was as follows: 
 For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Investment income
First Lien Debt$29,587 $41,696 $97,058 $126,816 
Second Lien Debt7,084 7,542 22,814 19,534 
Equity Investments362 — 880 247 
Investment Fund5,750 6,459 17,799 20,990 
Cash82 53 246 
Total investment income$42,784 $55,779 $138,604 $167,833 
The decrease in investment income for the three month period ended September 30, 2020 from the comparable period in 2019 was primarily driven by the decrease in LIBOR, a lower average principal outstanding, loans placed on non-accrual, and lower total income from Credit Fund. As of September 30, 2020, the size of our portfolio decreased to $2,073,927 from $2,228,631 as of September 30, 2019, at amortized cost. As of September 30, 2020, the weighted average yield of our first and second lien debt investments decreased to 7.44% from 8.88% as of September 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 September 30, 2020 and 2019, six and five first lien debt investments, respectively, were on non-accrual status. Non-accrual investments had a fair value of $67,371 and $13,713 respectively, which represented approximately 3.5% and 0.6% of total investments at fair value, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2020 and 2019.
For the three month periods ended September 30, 2020 and 2019, the Company earned $2,110 and $1,756, respectively, in other income. For the nine month periods ended September 30, 2020 and 2019, the Company earned $8,001 and $6,050, respectively, in other income. The increase in other income for the three month period ended September 30, 2020 from the comparable period in 2019 was primarily driven by higher amendment fees, offset partially by lower underwriting fees. The increase in other income for the nine month period ended September 30, 2020 from the comparable period in 2019 was primarily driven by higher amendment fees, offset partially by lower prepayment fees.
For the three month periods ended September 30, 2020 and 2019, the Company earned $5,750 and $6,459, respectively, in dividend and interest income from Credit Fund. For the nine month periods ended September 30, 2020 and 2019, the Company earned $17,799 and $20,990, respectively, in dividend and interest income from Credit Fund. The decrease for the three month and nine month periods ended September 30, 2020 from the comparable periods in 2019 was driven by the lower interest income on the Mezzanine Loan due to a decrease in the invested balance, offset by a higher dividend from the Credit Fund.
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Net investment income (loss) for the three month and nine month periods ended September 30, 2020 and 2019 was as follows:
 For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Total investment income$42,784 $55,779 $138,604 $167,833 
Net expenses (including excise tax expense)(21,550)(29,024)(71,706)(85,545)
Net investment income (loss)$21,234 $26,755 $66,898 $82,288 
Expenses
 For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Base management fees$7,134 $8,016 $21,585 $23,614 
Incentive fees4,322 5,710 14,075 17,489 
Professional fees937 534 2,282 1,879 
Administrative service fees167 61 539 442 
Interest expense7,291 13,538 28,913 38,561 
Credit facility fees728 545 2,106 1,784 
Directors’ fees and expenses86 88 303 269 
Other general and administrative498 483 1,364 1,338 
Excise tax expense387 49 539 169 
Net expenses$21,550 $29,024 $71,706 $85,545 

Interest expense and credit facility fees for the three month and nine month periods ended September 30, 2020 and 2019 were comprised of the following:
 For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Interest expense$7,291 $13,538 $28,913 $38,561 
Facility unused commitment fee542 271 1,269 870 
Amortization of deferred financing costs159 243 754 745 
Other fees27 31 83 169 
Total interest expense and credit facility fees$8,019 $14,083 $31,019 $40,345 
Cash paid for interest expense$8,361 $13,384 $31,708 $38,244 
Average principal debt outstanding$1,059,669 $1,204,235 $1,148,232 $1,112,966 
Weighted average interest rate2.70 %4.40 %3.30 %4.55 %
The decrease in interest expense for the three month period ended September 30, 2020 compared to the comparable period in 2019 was primarily driven by lower LIBOR and lower average principal balances outstanding. The decrease in interest expense for the nine month period ended September 30, 2020 compared to the comparable period in 2019 was primarily driven by lower LIBOR, partially offset by higher average principal balances outstanding.
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Below is a summary of the base management fees and incentive fees incurred during the three month and nine month periods ended September 30, 2020 and 2019.
For the three month periods endedFor the nine month periods ended
September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Base management fees$7,134 $8,016 $21,585 $23,614 
Incentive fees on pre-incentive fee net investment income4,322 5,710 14,075 17,489 
Realized capital gains incentive fees— — — — 
Accrued capital gains incentive fees— — — — 
Total capital gains incentive fees— — — — 
Total incentive fees4,322 5,710 14,075 17,489 
Total base management fees and incentive fees$11,456 $13,726 $35,660 $41,103 
The decrease in base management fees and incentive fees related to pre-incentive fee net investment income for the three month and nine month periods ended September 30, 2020 from the comparable periods in 2019 was driven by lower investment fair value and lower pre-incentive fee net investment income, respectively.
For the three month and nine month periods ended September 30, 2020 and 2019, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of September 30, 2020 and 2019. The accrual for any capital gains incentive fee under accounting principles generally accepted in the United States (“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 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information on the incentive and base 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 and other costs.
Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments
During the three month and nine month periods ended September 30, 2020, we had realized gains on 2 and 8 investments, respectively, totaling approximately $1,018 and $1,775, respectively, which was offset by realized losses on 1 and 18 investments, respectively, totaling approximately $1,227 and $51,465, respectively. During the three month and nine month periods ended September 30, 2019, we had realized gains on 1 and 5 investments, respectively, totaling approximately $208 and $2,899, respectively, which was offset by realized losses on 3 and 6 investments, respectively, totaling approximately $11,117 and $20,590, respectively. During the three month and nine month periods ended September 30, 2020, we had unrealized appreciation on 104 and 59 investments, respectively, totaling approximately $26,841 and $51,354, respectively, which was offset by unrealized depreciation on 35 and 95 investments, respectively, totaling approximately $11,801 and $99,621, respectively. During the three month and nine month periods ended September 30, 2019, we had unrealized appreciation on 76 and 99 investments, respectively, totaling approximately $20,081 and $40,426, respectively, which was offset by unrealized depreciation on 56 and 53 investments, respectively, totaling approximately $45,322 and $70,935, respectively.
Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three month and nine month periods ended September 30, 2020 and 2019 were as follows:
 For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Net realized gain (loss) on investments$(209)$(10,909)$(49,690)$(17,725)
Net change in unrealized appreciation (depreciation) on investments15,040 (25,241)(48,267)(30,509)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments$14,831 $(36,150)$(97,957)$(48,234)
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Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three month and nine month periods ended September 30, 2020 and 2019 were as follows:
 For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
TypeNet realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)
First Lien Debt$(677)$3,236 $(10,909)$(23,196)$(50,302)$(30,211)$(20,382)$(26,507)
Second Lien Debt— 8,864 — (593)(213)(19,162)— 1,059 
Equity Investments468 867 — 833 825 866 2,657 1,633 
Investment Fund— 2,073 — (2,285)— 240 — (6,694)
Total$(209)$15,040 $(10,909)$(25,241)$(49,690)$(48,267)$(17,725)$(30,509)
Net change in unrealized appreciation in our investments for the three month period ended September 30, 2020 compared to the comparable period in 2019 was primarily due to lower market yields and unrealized losses reflected on certain positions in 2019. Net change in unrealized depreciation in our investments for the nine month period ended September 30, 2020 compared to the comparable period in 2019 was primarily due to unrealized losses reflected on certain positions in 2020, combined with higher market yields, primarily 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.
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MIDDLE MARKET CREDIT FUND, LLC
Overview
On February 29, 2016, the Company and Credit Partners entered into the Limited Liability Company Agreement to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in the Company’s consolidated financial statements. Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of the Company’s representatives and two of Credit Partners’ representatives. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by the Company. By virtue of its membership interest, the Company and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.
Together with Credit Partners, the Company co-invests through Credit Fund. Investment opportunities for Credit Fund are sourced primarily by the Company and its affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of the Company and Credit Partners. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund, the Company does not believe that it has control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (the “Credit Fund Sub”), MMCF CLO 2017-1 LLC (the “2017-1 Issuer”), MMCF CLO 2019-2, LLC (the "2019-2 Issuer", formerly known as MMCF Credit Warehouse, LLC (the "Credit Fund Warehouse")) and MMCF Warehouse II, LLC (the "Credit Fund Warehouse II"), each a Delaware limited liability company, were formed on April 5, 2016, October 6, 2017 November 26, 2018 and August 16, 2019, respectively. Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer, and Credit Fund Warehouse II are wholly owned subsidiaries of Credit Fund and are consolidated in Credit Fund’s consolidated financial statements commencing from the date of their respective formations. Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer and Credit Fund Warehouse II primarily invest in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the Company. Refer to "Debt" below for discussions regarding the credit facilities entered into and the notes issued by such wholly-owned subsidiaries.
Credit Fund, the Company and Credit Partners entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the “Administrative Agent”), pursuant to which the Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Administrative Agent in performing its obligations thereunder.
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Selected Financial Data
Since inception of Credit Fund and through September 30, 2020 and December 31, 2019, the Company and Credit Partners each made capital contributions of $1 and $1 in members’ equity, respectively, and $216,000 and $123,500 in subordinated loans, respectively, to Credit Fund. Below is certain summarized consolidated financial information for Credit Fund as of September 30, 2020 and December 31, 2019.
September 30, 2020December 31, 2019
 (unaudited) 
Selected Consolidated Balance Sheet Information
ASSETS
Investments, at fair value (amortized cost of $1,325,843 and $1,258,157, respectively)$1,291,412 $1,246,839 
Cash and cash equivalents36,122 64,787 
Other assets10,298 9,369 
Total assets$1,337,832 $1,320,995 
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings$485,410 $441,077 
Notes payable, net of unamortized debt issuance costs of $3,097 and $3,441, respectively444,113 528,407 
Mezzanine loans (1)
— 93,000 
Other Short-Term Borrowings— — 
Other liabilities18,389 32,383 
Subordinated loans and members’ equity (1)
389,920 226,128 
Liabilities and members’ equity$1,337,832 $1,320,995 
(1) As of September 30, 2020 and December 31, 2019, the Company’s ownership interest in the subordinated loans and members’ equity was $204,336 and $111,596, respectively, and $0 and $93,000, respectively, in the mezzanine loans.

For the three month periods endedFor the nine month periods ended
 September 30, 2020September 30, 2019September 30, 2020September 30, 2019
 (unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$22,863 $24,659 $64,276 $70,999 
Expenses
Interest and credit facility expenses7,696 15,094 31,175 45,495 
Other expenses602 496 1,695 1,409 
Total expenses8,298 15,590 32,870 46,904 
Net investment income (loss)14,565 9,069 31,406 24,095 
Net realized gain (loss) on investments— — — (8,353)
Net change in unrealized appreciation (depreciation) on investments18,351 3,107 (23,114)13,333 
Net increase (decrease) resulting from operations$32,916 $12,176 $8,292 $29,075 

83


Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund's portfolio, as of September 30, 2020 and December 31, 2019:
As of
September 30, 2020December 31, 2019
Senior secured loans (1)
$1,330,670 $1,260,582 
Weighted average yields of senior secured loans based on amortized cost (2)
5.95 %6.51 %
Weighted average yields of senior secured loans based on fair value (2)
6.11 %6.55 %
Number of portfolio companies in Credit Fund65 61 
Average amount per portfolio company (1)
$20,472 $20,665 
Number of loans on non-accrual status— 
Fair value of loans on non-accrual status$— $21,150 
Percentage of portfolio at floating interest rates (3)(4)
98.3 %98.3 %
Percentage of portfolio at fixed interest rates (4)
1.7 %1.7 %
Fair value of loans with PIK provisions$22,180 $21,150 
Percentage of portfolio with PIK provisions (4)
1.7 %1.7 %
(1)At par/principal amount.
(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 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 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.
(3)Floating rate debt investments are primarily subject to interest rate floors.
(4)Percentages based on fair value.

84


Consolidated Schedule of Investments as of September 30, 2020
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (5)
Fair Value (6)
First Lien Debt (97.67% of fair value)
Achilles Acquisition, LLC+\#(2)(3)Banking, Finance, Insurance & Real EstateL + 4.00%4.19%10/13/2025$29,640 $29,535 $29,047 
Acrisure, LLC\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.65%2/15/202725,699 25,669 24,769 
Advanced Instruments, LLC+*\(2)(3)(7)Healthcare & PharmaceuticalsL + 5.25%6.25%10/31/202233,416 33,362 33,150 
Alku, LLC+#(2)(3)Business ServicesL + 5.50%5.81%7/29/202624,875 24,657 24,723 
Alpha Packaging Holdings, Inc.+*\(2)(3)Containers, Packaging & GlassL + 6.00%7.00%11/12/202116,487 16,487 16,471 
AmeriLife Holdings LLC#(2)(3)(7)Banking, Finance, Insurance & Real EstateL + 4.00%4.16%3/18/20279,446 9,423 9,389 
Analogic Corporation^+(2)(3)(7)Capital EquipmentL + 5.25%6.25%6/22/202418,905 18,883 18,870 
Anchor Packaging, Inc.(2)(3)Containers, Packaging & GlassL + 3.75%3.90%7/18/202624,786 24,675 24,657 
API Technologies Corp.+\(2)(3)Aerospace & DefenseL + 4.25%4.40%5/9/202614,813 14,748 13,734 
Aptean, Inc.+\(2)(3)SoftwareL + 4.25%4.40%4/23/202612,313 12,256 12,070 
AQA Acquisition Holding, Inc.+*\(2)(3)(7)High Tech IndustriesL + 4.25%5.25%5/24/202318,808 18,800 18,765 
Astra Acquisition Corp.+#(2)(3)SoftwareL + 5.50%6.50%3/1/202728,855 28,450 28,933 
Avalign Technologies, Inc.+\(2)(3)Healthcare & PharmaceuticalsL + 4.50%4.65%12/22/202514,629 14,513 13,759 
Big Ass Fans, LLC+*\(2)(3)Capital EquipmentL + 3.75%4.75%5/21/202413,801 13,744 13,401 
BK Medical Holding Company, Inc.^+(2)(3)(7)Healthcare & PharmaceuticalsL + 5.25%6.25%6/22/202424,226 23,997 22,347 
Brooks Equipment Company, LLC+*(2)(3)Construction & BuildingL + 5.00%6.00%5/1/20214,582 4,581 4,579 
Chemical Computing Group ULC (Canada)^+(2)(3)(7)SoftwareL + 5.00%6.00%8/30/202314,091 13,354 13,971 
Clarity Telecom LLC.+(2)(3)Media: Broadcasting & SubscriptionL + 4.25%4.40%8/30/202614,850 14,809 14,711 
Clearent Newco, LLC^+\(2)(3)(7)High Tech IndustriesL + 5.50%6.50%3/20/202533,632 33,370 31,819 
Datto, Inc.+\(2)(3)High Tech IndustriesL + 4.25%4.40%4/2/202612,344 12,287 12,244 
DecoPac, Inc.^+*\(2)(3)(7)Non-durable Consumer GoodsL + 4.25%5.25%9/29/202412,336 12,248 12,287 
Diligent Corporation^+(2)(3)(7)TelecommunicationsL + 6.25%7.25%8/4/20258,705 8,423 8,634 
DTI Holdco, Inc.+*\(2)(3)High Tech IndustriesL + 4.75%5.75%9/30/202318,739 18,646 15,975 
Eliassen Group, LLC+\(2)(3)Business ServicesL + 4.25%4.40%11/5/20247,552 7,524 7,466 
EvolveIP, LLC^+(2)(3)(7)TelecommunicationsL + 5.75%6.75%6/7/202319,850 19,805 19,691 
Exactech, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.75%4.75%2/14/202521,584 21,465 18,994 
Excel Fitness Holdings, Inc.+#(2)(3)Hotel, Gaming & LeisureL + 5.25%6.25%10/7/202524,813 24,599 22,145 
Frontline Technologies Holdings, LLC+(2)(3)SoftwareL + 5.75%6.75%9/18/202314,925 14,181 15,027 
Golden West Packaging Group LLC+*\(2)(3)Containers, Packaging & GlassL + 5.75%6.75%6/20/202329,092 28,965 28,969 
HMT Holding Inc.(2)(3)(7)Energy: Oil & GasL + 4.75%5.75%11/17/202335,727 35,335 35,531 
Integrity Marketing Acquisition, LLC^(2)(3)(7)Banking, Finance, Insurance & Real EstateL + 6.25%7.25%8/27/2025— (162)240 
Jensen Hughes, Inc.+*\(2)(3)(7)Utilities: ElectricL + 4.50%5.50%3/22/202433,093 32,974 32,469 
KAMC Holdings, Inc.+#(2)(3)Energy: ElectricityL + 4.00%4.26%8/14/202613,860 13,801 12,197 
KBP Investments, LLC^+(2)(3)(7)Beverage, Food & TobaccoL + 5.25%6.25%5/15/20238,512 8,264 8,263 
Lionbridge Technologies, Inc.+(2)(3)Business ServicesL + 6.25%7.25%12/29/2025$24,813 $24,812 $25,172 
Maravai Intermediate Holdings, LLC+\#(2)(3)Healthcare & PharmaceuticalsL + 4.25%5.25%8/2/202529,400 29,184 29,271 
85


Consolidated Schedule of Investments as of September 30, 2020
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (5)
Fair Value (6)
Marco Technologies, LLC^+\(2)(3)(7)Media: Advertising, Printing & PublishingL + 4.00%5.00%10/30/20237,332 7,290 7,332 
Mold-Rite Plastics, LLC+\(2)(3)Chemicals, Plastics & RubberL + 4.25%5.25%12/14/202114,557 14,533 14,557 
MSHC, Inc.^+*\(2)(3)(7)Construction & BuildingL + 4.25%5.25%12/31/202444,202 44,084 43,748 
Newport Group Holdings II, Inc.+\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.72%9/13/202523,535 23,335 22,330 
Odyssey Logistics & Technology Corp.+*\#(2)(3)Transportation: CargoL + 4.00%5.00%10/12/202438,955 38,823 36,559 
Output Services Group^+\(2)(3)Media: Advertising, Printing & PublishingL + 4.50%5.50%3/27/202419,471 19,429 13,955 
PAI Holdco, Inc.+*\(2)(3)AutomotiveL + 4.00%5.00%1/5/202519,393 19,328 19,393 
Park Place Technologies, Inc.+\#(2)(3)High Tech IndustriesL + 4.00%5.00%3/28/202522,387 22,321 22,387 
Pasternack Enterprises, Inc.+\(2)(3)Capital EquipmentL + 4.00%5.00%7/2/202522,582 22,570 22,200 
Pharmalogic Holdings Corp.+\(2)(3)Healthcare & PharmaceuticalsL + 4.00%5.00%6/11/202311,234 11,215 11,105 
Premise Health Holding Corp.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.50%3.72%7/10/202513,619 13,570 13,509 
Propel Insurance Agency, LLC^+\(2)(3)(7)Banking, Finance, Insurance & Real EstateL + 4.25%5.25%6/1/202430,498 30,098 30,173 
Q Holding Company+*\#(2)(3)AutomotiveL + 5.00%6.00%12/31/202321,790 21,643 21,328 
QW Holding Corporation (Quala)+*(2)(3)(7)Environmental IndustriesL + 6.25%7.25%8/31/202212,421 12,299 11,418 
Radiology Partners, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 4.25%5.29%7/9/202527,686 27,576 26,614 
RevSpring Inc.*\#(2)(3)Media: Advertising, Printing & PublishingL + 4.25%4.47%10/11/202529,525 29,331 29,209 
Situs Group Holdings Corporation+\(2)(3)Banking, Finance, Insurance & Real EstateL + 4.75%5.75%6/28/202514,827 14,730 14,566 
Surgical Information Systems, LLC+*\(2)(3)(6)High Tech IndustriesL + 5.00%6.00%4/24/202326,168 26,039 25,906 
Systems Maintenance Services Holding, Inc.^*(2)(3)(9)High Tech IndustriesL + 5.00%6.00%10/30/202323,581 23,505 18,389 
T2 Systems, Inc.^+*(2)(3)(7)Transportation: ConsumerL + 6.75%7.75%9/28/202229,193 28,771 28,570 
The Original Cakerie, Ltd. (Canada)+*\(2)(3)Beverage, Food & TobaccoL + 5.00%6.00%7/20/20228,860 8,834 8,838 
The Original Cakerie, Ltd. (Canada)+*\(2)(3)(7)Beverage, Food & TobaccoL + 4.50%5.50%7/20/20226,311 6,292 6,294 
Thoughtworks, Inc.*\#(2)(3)Business ServicesL + 3.75%4.75%10/11/202411,734 11,712 11,544 
U.S. Acute Care Solutions, LLC+*\(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%5/15/202131,293 31,246 28,257 
U.S. TelePacific Holdings Corp.+*\(2)(3)TelecommunicationsL + 5.50%6.50%5/2/202326,660 26,533 22,867 
VRC Companies, LLC^+(2)(3)(7)Business ServicesL + 6.50%7.50%3/31/202328,307 27,069 28,307 
Welocalize, Inc.+(2)(3)(7)Business ServicesL + 4.50%5.50%12/2/202421,558 21,334 21,349 
WRE Holding Corp.^+*(2)(3)(7)Environmental IndustriesL + 5.25%6.251/3/20238,384 8,350 8,250 
Zywave, Inc.+*\(2)(3)(7)High Tech IndustriesL + 5.00%6.0011/17/202218,581 18,490 18,581 
First Lien Debt Total$1,298,014 $1,261,275 
Second Lien Debt (1.77% of fair value)
DBI Holding, LLC^* Transportation: Cargo9.00% PIK9.00%2/1/2026$22,180 $21,823 $22,180 
Zywave, Inc.+*\(2)(3)High Tech IndustriesL + 9.00%10%11/17/2023647 642 647 
Second Lien Debt Total$22,465 $22,827 
86


Investments (1)
FootnotesIndustryTypeShares/UnitsCost
Fair Value (6)
Equity Investments (0.57% of fair value)
DBI Holding, LLC^*Transportation: CargoCommon Stock2,961 $— $— 
DBI Holding, LLC^*Transportation: CargoPreferred Equity13,996 5,364 7,310 
Equity Investments Total$5,364 $7,310 
Total Investments$1,325,843 $1,291,412 

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility with the Company (the "Credit Fund Facility"). Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on December 19, 2017 (the “2017-1 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on May 21, 2019 (the “2019-2 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the "Credit Fund Warehouse II Facility"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or the 2019-2 Issuer.
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2020, the geographical composition of investments as a percentage of fair value was 2.26% in Canada and 97.73% in the United States. 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 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, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2020. As of September 30, 2020, the reference rates for Credit Fund’s variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.23% and the 180-day LIBOR at 0.26%.
(3)Loan includes interest rate floor feature, which is 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 managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
(6)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund Sub and the 2017-1 Issuer is entitled to receive additional interest as a result of an agreement among lenders as follows: Surgical Information Systems, LLC (1.01%). Pursuant to the agreement among lenders in respect of these loans, these investments represent 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.
87


(7)As of September 30, 2020, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
Advanced Instruments, LLCRevolver0.50%$2,500 $(19)
AmeriLife Holdings LLCDelayed Draw1.00530 (3)
Analogic CorporationRevolver0.501,975 (3)
AQA Acquisition Holding, Inc.Revolver0.502,459 (5)
BK Medical Holding Company, Inc.Revolver0.502,609 (183)
Chemical Computing Group ULC (Canada)Revolver0.50873 (7)
Clearent Newco, LLCDelayed Draw1.002,549 (128)
DecoPac, Inc.Revolver0.502,143 (7)
Diligent CorporationRevolver0.50703 (4)
Diligent CorporationDelayed Draw1.002,109 (13)
EvolveIP, LLCDelayed Draw1.002,240 (15)
EvolveIP, LLCRevolver0.501,345 (10)
HMT Holding Inc.Revolver0.503,351 (17)
Integrity Marketing Acquisition, LLCDelayed Draw1.0012,000 240 
Jensen Hughes, Inc.Revolver0.502,000 (35)
Jensen Hughes, Inc.Delayed Draw1.002,068 (36)
KBP Investments, LLCDelayed Draw1.0010,190 (127)
KBP Investments, LLCDelayed Draw1.001,297 (16)
Marco Technologies, LLCDelayed Draw1.007,500 — 
MSHC, Inc.Delayed Draw1.005,130 (47)
Propel Insurance Agency, LLCRevolver0.501,369 (14)
QW Holding Corporation (Quala)Revolver0.504,674 (272)
QW Holding Corporation (Quala)Delayed Draw1.00161 (9)
T2 Systems, Inc.Revolver0.501,955 (39)
The Original Cakerie, Ltd. (Canada)Revolver0.501,665 (4)
VRC Companies, LLCDelayed Draw0.752,347 — 
VRC Companies, LLCRevolver0.50858 — 
Welocalize, Inc.Revolver0.503,375 (28)
WRE Holding Corp.Delayed Draw1.00563 (8)
WRE Holding Corp.Revolver0.50852 (12)
Zywave, Inc.Revolver0.501,500 — 
Total unfunded commitments$84,890 $(821)
88


Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (5)
Fair Value (6)
First Lien Debt (98.11% of fair value)
Achilles Acquisition, LLC+\#(2) (3)Banking, Finance, Insurance & Real EstateL + 4.00%5.75%10/13/2025$17,865 $17,776 $17,763 
Acrisure, LLC+\(2) (3)Banking, Finance, Insurance & Real EstateL + 3.75%5.85%11/22/202311,820 11,810 11,805 
Acrisure, LLC+\#(2) (3)Banking, Finance, Insurance & Real EstateL + 4.25%6.35%11/22/202320,674 20,639 20,674 
Advanced Instruments, LLC^+*\(2) (3) (7)Healthcare & PharmaceuticalsL + 5.25%6.99%10/31/202235,610 35,536 35,466 
Alku, LLC+#(2) (3)Business ServicesL + 5.50%7.44%7/29/202625,000 24,754 24,624 
Alpha Packaging Holdings, Inc.+*\(2) (3)Containers, Packaging & GlassL + 4.25%6.35%5/12/202016,684 16,676 16,601 
AmeriLife Group, LLC^#(2) (3) (7)Banking, Finance, Insurance & Real EstateL + 4.50%6.20%6/5/202616,627 16,557 16,558 
Anchor Packaging, Inc.^#(2) (3) (7)Containers, Packaging & GlassL + 4.00%5.70%7/18/202620,462 20,363 20,457 
API Technologies Corp.+\(2) (3)Aerospace & DefenseL + 4.25%5.95%5/9/202614,925 14,853 14,807 
Aptean, Inc.+\(2) (3)SoftwareL + 4.25%6.34%4/23/202612,406 12,344 12,385 
AQA Acquisition Holding, Inc.^*\(2) (3) (7)High Tech IndustriesL + 4.25%6.16%5/24/202318,954 18,922 18,860 
Avalign Technologies, Inc.+\(2) (3)Healthcare & PharmaceuticalsL + 4.50%6.70%12/22/202514,741 14,610 14,626 
Big Ass Fans, LLC+*\(2) (3)Capital EquipmentL + 3.75%5.85%5/21/202413,909 13,841 13,903 
Borchers, Inc.+*\(2) (3) (7)Chemicals, Plastics & RubberL + 4.50%6.60%11/1/202415,116 15,072 15,085 
Brooks Equipment Company, LLC*Construction & BuildingL + 5.00%6.91%8/29/20205,144 5,141 5,141 
Clarity Telecom LLC.+(2) (3)Media: Broadcasting & SubscriptionL + 4.50%6.20%8/30/202614,963 14,915 14,902 
Clearent Newco, LLC^+\(2) (3) (7)High Tech IndustriesL + 5.50%7.44%3/20/202529,738 29,436 29,134 
Datto, Inc.+\(2) (3)High Tech IndustriesL + 4.25%5.95%4/2/202612,438 12,375 12,420 
DecoPac, Inc.+*\(2) (3) (7)Non-durable Consumer GoodsL + 4.25%6.01%9/29/202412,336 12,233 12,292 
Dent Wizard International Corporation+\(2) (3)AutomotiveL + 4.00%5.70%4/7/202036,880 36,843 36,717 
DTI Holdco, Inc.+*\(2) (3)High Tech IndustriesL + 4.75%6.68%9/30/202318,885 18,771 17,611 
Eliassen Group, LLC+\(2) (3)Business ServicesL + 4.50%6.20%11/5/20247,581 7,548 7,579 
EIP Merger Sub, LLC (Evolve IP)^+(2) (3) (7)TelecommunicationsL + 5.75%7.45%6/7/202319,661 19,605 19,661 
Exactech, Inc.+\#(2) (3)Healthcare & PharmaceuticalsL + 3.75%5.45%2/14/202521,772 21,634 21,751 
Excel Fitness Holdings, Inc.+#(2) (3)Hotel, Gaming & LeisureL + 5.25%6.95%10/7/202525,000 24,758 24,875 
Golden West Packaging Group LLC+*\(2) (3)Containers, Packaging & GlassL + 5.75%7.45%6/20/202329,464 29,303 29,072 
HMT Holding Inc.^+*\(2) (3) (7)Energy: Oil & GasL + 5.00%6.74%11/17/202333,157 32,678 32,972 
Jensen Hughes, Inc.^+*\(2) (3) (7)Utilities: ElectricL + 4.50%6.24%3/22/202433,909 33,757 33,550 
KAMC Holdings, Inc.+#(2) (3)Energy: ElectricityL + 4.00%5.91%8/14/202613,965 13,899 13,881 
MAG DS Corp.^+\(2) (3) (7)Aerospace & DefenseL + 4.75%6.46%6/6/202528,471 28,242 28,286 
Maravai Intermediate Holdings, LLC+\#(2) (3)Healthcare & PharmaceuticalsL + 4.25%6.00%8/2/202529,625 29,378 29,400 
Marco Technologies, LLC^+\(2) (3) (7)Media: Advertising, Printing & PublishingL + 4.25%6.16%10/30/20237,463 7,410 7,463 
Mold-Rite Plastics, LLC+\(2) (3)Chemicals, Plastics & RubberL + 4.25%5.95%12/14/2021$14,557 $14,519 $14,524 
89


Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (5)
Fair Value (6)
MSHC, Inc.^+*\(2) (3) (7)Construction & BuildingL + 4.25%5.95%12/31/202438,251 38,138 38,166 
Newport Group Holdings II, Inc.+\#(2) (3)Banking, Finance, Insurance & Real EstateL + 3.75%5.65%9/13/202523,715 23,487 23,663 
Odyssey Logistics & Technology Corp.+*\#(2) (3)Transportation: CargoL + 4.00%5.70%10/12/202439,013 38,859 38,763 
Output Services Group^+\(2) (3) (7)Media: Advertising, Printing & PublishingL + 4.50%6.20%3/27/202419,621 19,570 19,469 
PAI Holdco, Inc.+*\(2) (3)AutomotiveL + 4.25%6.35%1/5/202519,532 19,458 19,532 
Park Place Technologies, Inc.+\#(2) (3)High Tech IndustriesL + 4.00%5.70%3/28/202522,566 22,489 22,566 
Pasternack Enterprises, Inc.+\(2) (3)Capital EquipmentL + 4.00%5.70%7/2/202522,755 22,742 22,653 
Pathway Vet Alliance LLC+\(2) (3) (7)Consumer ServicesL + 4.50%6.21%12/20/202419,085 18,708 19,217 
Pharmalogic Holdings Corp.+\(2) (3)Healthcare & PharmaceuticalsL + 4.00%5.70%6/11/202311,320 11,296 11,302 
Premise Health Holding Corp.^+\#(2) (3) (7)Healthcare & PharmaceuticalsL + 3.50%5.60%7/10/202513,723 13,665 13,501 
Propel Insurance Agency, LLC^+\(2) (3) (7)Banking, Finance, Insurance & Real EstateL + 4.25%6.35%6/1/202422,532 22,056 22,395 
Q Holding Company+*\#(2) (3)AutomotiveL + 5.00%6.70%12/31/202321,955 21,777 21,922 
QW Holding Corporation (Quala)^+*(2) (3) (7)Environmental IndustriesL + 5.75%7.73%8/31/202211,630 11,449 11,531 
Radiology Partners, Inc.+\#(2) (3)Healthcare & PharmaceuticalsL + 4.75%6.66%7/9/202528,719 28,590 28,768 
RevSpring Inc.+*\#(2) (3)Media: Advertising, Printing & PublishingL + 4.00%5.95%10/11/202524,750 24,631 24,608 
Situs Group Holdings Corporation^+\(2) (3) (7)Banking, Finance, Insurance & Real EstateL + 4.75%6.45%6/28/202513,715 13,621 13,697 
Systems Maintenance Services Holding, Inc.+*(2) (3)High Tech IndustriesL + 5.00%6.70%10/30/202323,765 23,672 18,180 
Surgical Information Systems, LLC+*\(2) (3) (6)High Tech IndustriesL + 4.75%7.47%4/24/202326,168 26,005 25,715 
T2 Systems, Inc.^+*(2) (3) (7)Transportation: ConsumerL + 6.75%8.85%9/28/202218,045 17,789 18,045 
The Original Cakerie, Ltd. (Canada)+*(2) (3) (7)Beverage, Food & TobaccoL + 5.00%6.84%7/20/20228,928 8,897 8,887 
The Original Cakerie, Ltd. (Canada)^*(2) (3) (7)Beverage, Food & TobaccoL + 4.50%6.34%7/20/20226,826 6,801 6,790 
ThoughtWorks, Inc.+*\(2) (3)Business ServicesL + 4.00%5.70%10/11/202411,824 11,794 11,824 
U.S. Acute Care Solutions, LLC+*\(2) (3)Healthcare & PharmaceuticalsL + 5.00%6.91%5/15/202131,431 31,331 29,869 
U.S. TelePacific Holdings Corp.+*\(2) (3)TelecommunicationsL + 5.00%7.10%5/2/202326,660 26,499 25,430 
Valet Waste Holdings, Inc.+\(2) (3)Construction & BuildingL + 3.75%5.70%9/28/202511,850 11,825 11,688 
Welocalize, Inc.+^(2) (3) (7)Business ServicesL + 4.50%6.21%12/2/202423,038 22,788 22,787 
WIRB - Copernicus Group, Inc.+*\(2) (3) (7)Healthcare & PharmaceuticalsL + 4.25%5.95%8/15/202220,888 20,822 20,887 
WRE Holding Corp.^+*(2) (3) (7)Environmental IndustriesL + 5.00%6.91%1/3/20237,431 7,372 7,304 
Zywave, Inc.+*\(2) (3) (7)High Tech IndustriesL + 5.00%6.93%11/17/202219,228 19,107 19,211 
First Lien Debt Total$1,231,436 $1,223,215 
Second Lien Debt (1.75% of fair value)
DBI Holding, LLC^*(2) (3) (8)Transportation: Cargo9.00% PIK8.00%2/1/2026$21,150 $20,697 $21,150 
Zywave, Inc.*(2) (3)High Tech IndustriesL + 9.00%10.94%11/17/2023666 660 664 
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Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (5)
Fair Value (6)
Second Lien Debt Total
$21,357 $21,814 
Equity Investments (0.15% of fair value)
DBI Holding, LLC^Transportation: Cargo$16,957 $5,364 $1,810 
Equity Investments Total
$5,364 $1,810 
Total Investments
$1,258,157 $1,246,839 

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility the Credit Fund Sub Facility. The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with the 2017-1 Debt Securitization. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with the 2019-2 Debt Securitization. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into the Credit Fund Warehouse II Facility. The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or the 2019-2 Issuer.
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2019, the geographical composition of investments as a percentage of fair value was 1.26% in Canada and 98.74% in the United States. 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 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, Credit Fund 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 Credit Fund's variable rate loans were the 30-day LIBOR at 1.75%, the 90-day LIBOR at 1.91% and the 180-day LIBOR at 1.91%.
(3)Loan includes interest rate floor feature, which is 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 managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements.
(6)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: Surgical Information Systems, LLC (0.89%). Pursuant to the agreement among lenders in respect of these loans, these investments represent 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.

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(7)As of December 31, 2019, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt—unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
Advanced Instruments, LLCRevolver0.50 %$563 $(2)
AmeriLife Group, LLCDelayed Draw1.00 298 (1)
Anchor Packaging, Inc.Delayed Draw1.00 4,487 (1)
AQA Acquisition Holding, Inc.Revolver0.50 2,459 (11)
Borchers, Inc.Revolver0.50 1,935 (3)
Clearent Newco, LLCDelayed Draw1.00 6,636 (110)
DecoPac, Inc.Revolver0.50 2,143 (7)
EIP Merger Sub, LLC (Evolve IP)Revolver0.50 1,680 — 
EIP Merger Sub, LLC (Evolve IP)Delayed Draw1.00 2,240 — 
HMT Holding Inc.Revolver0.50 6,173 (29)
Jensen Hughes, Inc.Revolver0.50 1,136 (11)
Jensen Hughes, Inc.Delayed Draw1.00 2,365 (23)
MAG DS Corp.Revolver0.50 2,188 (13)
Marco Technologies, LLCDelayed Draw1.00 7,500 — 
MSHC, Inc.Delayed Draw1.00 1,913 (4)
Output Services GroupDelayed Draw4.25 116 (1)
Pathway Vet Alliance LLCDelayed Draw1.00 19,867 68 
Premise Health Holding Corp.Delayed Draw1.00 1,103 (17)
Propel Insurance Agency, LLCRevolver0.50 2,381 (10)
Propel Insurance Agency, LLCDelayed Draw0.50 7,143 (31)
QW Holding Corporation (Quala)Revolver0.50 5,498 (31)
QW Holding Corporation (Quala)Delayed Draw1.00 217 (1)
Situs Group Holdings CorporationDelayed Draw1.00 1,216 (1)
T2 Systems, Inc.Revolver0.50 1,369 — 
The Original Cakerie, Ltd. (Canada)Revolver0.50 1,199 (5)
Welocalize, Inc.Revolver0.50 2,057 (21)
WIRB - Copernicus Group, Inc.Revolver0.50 1,000 — 
WIRB - Copernicus Group, Inc.Delayed Draw1.00 2,592 — 
WRE Holding Corp.Revolver0.50 441 (6)
WRE Holding Corp.Delayed Draw1.00 1,981 (25)
Zywave, Inc.Revolver0.50 998 (1)
Total unfunded commitments$92,894 $(297)
(8)Loan was on non-accrual status as of December 31, 2019.

Debt
Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. In addition, until May 15, 2019, the 2019-2 Issuer (formerly known as Credit Fund Warehouse) was a party to the Credit Warehouse Facility. As of September 30, 2020 and December 31, 2019, Credit Fund, Credit Fund Sub and Credit Fund Warehouse II were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the three month and nine month periods ended 2020 and 2019, and the outstanding balances under the credit facilities for the respective periods.
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Credit Fund
Facility
Credit Fund Sub
Facility
Credit Fund Warehouse FacilityCredit Fund Warehouse II Facility
20202019202020192020201920202019
Three Month Periods Ended September 30,
Outstanding balance, beginning of period$— $80,000 $353,006 $384,493 $—$— $108,994 $— 
Borrowings— 32,500 25,000 35,500 — 5,000 77,935 
Repayments— (18,500)— (76,987)— (6,590)— 
Outstanding balance, end of period$— $94,000 $378,006 $343,006 $—$— $107,404 $77,935 
Nine Month Periods Ended September 30,
Outstanding Borrowing, beginning of period$93,000 $112,000 $343,506 $471,134 $—$101,045 $97,571 $— 
Borrowings63,500 83,200 125,000 144,370 34,544 38,373 77,935 
Repayments(156,500)(101,200)(90,500)(272,498)(135,589)(28,540)— 
Outstanding balance, end of period$— $94,000 $378,006 $343,006 $—$— $107,404 $77,935 
Credit Fund Facility. On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company, which was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018, February 21, 2019 and March 20, 2020, pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $175,000. The maturity date of the Credit Fund Facility is March 22, 2021. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.
Credit Fund Sub Facility. On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017, October 27, 2017, August 24, 2018, December 12, 2019 and March 11, 2020. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, 2024. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.25%.
Credit Fund Warehouse Facility. On November 26, 2018, Credit Fund Warehouse closed on the Credit Fund Warehouse Facility with lenders. The Credit Fund Warehouse Facility provided for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse Facility was secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse. The maturity date of the Credit Fund Warehouse Facility was November 26, 2019. Amounts borrowed under the Credit Fund Warehouse Facility bore interest at a rate of LIBOR plus 1.05%. Effective May 15, 2019, the Warehouse Facility changed its name from “MMCF Warehouse, LLC” to “MMCF CLO 2019-2, LLC” and secured borrowings outstanding were repaid in connection with the 2019-2 Debt Securitization.
Credit Fund Warehouse II Facility. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the "Credit Fund Warehouse II Facility") with lenders. The Credit Fund Warehouse II Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse II Facility. The maturity date of the Credit Fund Warehouse II Facility is August 16, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility bear interest at a rate of LIBOR plus 1.05% for the first 12 months, LIBOR plus 1.15% for the next 12 months, and LIBOR plus 1.50% in the final 12 months.
2017-1 Notes
On December 19, 2017, Credit Fund completed the 2017-1 Debt Securitization. The notes offered in the 2017-1 Debt Securitization (the “2017-1 Notes”) were issued by the 2017-1 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2017-1 Issuer consisting primarily of first and second lien senior secured loans. The 2017-1 Debt Securitization was executed through a private placement of the 2017-1 Notes, consisting of:
$231,700 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.17%;
$48,300 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 1.50%;
$15,000 of A2/A Class B-1 Notes, which bear interest at the three-month LIBOR plus 2.25%;
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$9,000 of A2/A Class B-2 Notes which bear interest at 4.30%;
$22,900 of Baa2/BBB Class C Notes which bear interest at the three-month LIBOR plus 3.20%; and
$25,100 of Ba2/BB Class D Notes which bear interest at the three-month LIBOR plus 6.38%.
The 2017-1 Notes are scheduled to mature on January 15, 2028. Credit Fund received 100% of the preferred interests issued by the 2017-1 Issuer (the “2017-1 Issuer Preferred Interests”) on the closing date of the 2017-1 Debt Securitization in exchange for Credit Fund’s contribution to the 2017-1 Issuer of the initial closing date loan portfolio. The 2017-1 Issuer Preferred Interests do not bear interest and had a nominal value of $47,900 at closing.
As of September 30, 2020 and December 31, 2019, the 2017-1 Issuer was in compliance with all covenants and other requirements of the indenture.
2019-2 Notes
On May 21, 2019, Credit Fund completed the 2019-2 Debt Securitization. The notes offered in the 2019-2 Debt Securitization (the “2019-2 Notes”) were issued by the 2019-2 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2019-2 Issuer consisting primarily of first and second lien senior secured loans. The 2019-2 Debt Securitization was executed through a private placement of the 2019-2 Notes, consisting of:
$233,000 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.50%;
$48,000 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 2.40%;
$23,000 of A2/A Class B Notes, which bear interest at the three-month LIBOR plus 3.45%;
$27,000 of Baa2/BBB- Class C Notes which bear interest at the three-month LIBOR plus 4.55%; and
$21,000 of Ba2/BB- Class D Notes which bear interest at the three-month LIBOR plus 8.03%.
The 2017-1 Notes are scheduled to mature on April 15, 2029. Credit Fund received 100% of the preferred interests issued by the 2019-2 Issuer (the “2019-2 Issuer Preferred Interests”) on the closing date of the 2019-2 Debt Securitization in exchange for Credit Fund’s contribution to the 2019-2 Issuer of the initial closing date loan portfolio. The 2019-2 Issuer Preferred Interests do not bear interest and had a nominal value of $48,300 at closing.
As of September 30, 2020 and December 31, 2019, the 2019-2 Issuer was in compliance with all covenants and other requirements of the indenture.
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 aggregate economic activity continued to improve through the third quarter of 2020, the dispersion in performance across industries and geographies has been substantial. However, anxiety over second and third coronavirus infection "waves", seesawing stimulus negotiations, continued pressure from heightened unemployment, and increasing political divisiveness and unrest leading up to the November 2020 elections have created significant uncertainty around the direction of future economic growth. Therefore, 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. 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, and taking action to fortify our balance sheet and provide capital flexibility. For example, on October 28, 2020, the Company received stockholder approval to sell shares of its common stock below the net asset value per share. In addition, on November 3, 2020, we formed a joint venture with an unaffiliated private credit investment fund to create Middle Market Credit Fund II, LLC ("MMCF II"), as described in Note 13 to the consolidated financial statements. As part of the transaction, we contributed certain senior secured debt investments with an aggregate principal balance of $250 million, in exchange for equity ownership in MMCF II of approximately 84% and gross cash proceeds of $170 million. We expect to use the cash proceeds for repayment of debt, working capital and general corporate purposes, which will provide enhanced balance sheet flexibility and additional capital to deploy into an active origination environment. We believe our current cash position, available capacity on our revolving credit facilities – which is well in excess of our unfunded commitments – and net cash
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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.
The SPV closed on May 24, 2013 on the SPV Credit Facility, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016, May 26, 2017 and August 9, 2018. The SPV Credit Facility provides for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $275,000 (the borrowing base as calculated pursuant to the terms of the SPV Credit Facility) and the amount of net cash proceeds and unpledged capital commitments the Company has received, with an accordion feature that can, subject to certain conditions, increase the aggregate maximum credit commitment up to an amount not to exceed $750,000, subject to restrictions imposed on borrowings under the Investment Company Act and certain restrictions and conditions set forth in the SPV Credit Facility, including adequate collateral to support such borrowings. On December 31, 2019, the Company irrevocably reduced its commitments under the SPV Credit Facility to $275,000. The SPV Credit Facility imposes financial and operating covenants on us and the SPV that restrict our and its business activities. Continued compliance with these covenants will depend on many factors, some of which are beyond our control.
We closed on the Credit Facility on March 21, 2014, which was subsequently amended on January 8, 2015, May 25, 2016, March 22, 2017, September 25, 2018, June 14, 2019 and October 28, 2020. The maximum principal amount of the Credit Facility is $688,000, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased, subject to certain conditions, to $900,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $50,000 limit for swingline loans and a $20,000 limit for letters of credit. Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, 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.
Although we believe that we and the SPV will remain in compliance, there are no assurances that we or the SPV will continue to comply with the covenants in the Credit Facility and SPV Credit Facility, as applicable. Failure to comply with these covenants could result in a default under the Credit Facility and/or the SPV Credit Facility that, if we or the SPV were unable to obtain a waiver from the applicable lenders, could result in the immediate acceleration of the amounts due under the Credit Facility and/or the SPV Credit 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 SPV Credit Facility and the Credit Facility, see Note 6 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
On June 26, 2015, we completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of us. On August 30, 2018, the 2015-1 Issuer refinanced the 2015-1 Debt Securitization (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing new notes (the “2015-1R Notes”). The 2015-1R Notes are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer, among other things:
(a) refinanced the issued Class A-1A Notes by redeeming in full the Class A-1A Notes and issuing new AAA Class A-1-1-R Notes in an aggregate principal amount of $234,800 which bear interest at the three-month LIBOR plus 1.55%;
(b) refinanced the issued Class A-1B Notes by redeeming in full the Class A-1B Notes and issuing new AAA Class A-1-2-R Notes in an aggregate principal amount of $50,000 which bear interest at the three-month LIBOR plus 1.48% for the first 24 months and the three-month LIBOR plus 1.78% thereafter;
(c) refinanced the issued Class A-1C Notes by redeeming in full the Class A-1C Notes and issuing new AAA Class A-1-3-R Notes in an aggregate principal amount of $25,000 which bear interest at 4.56%;
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(d) refinanced the issued Class A-2 Notes by redeeming in full the Class A-2 Notes and issuing new Class A-2-R Notes in an aggregate principal amount of $66,000 which bear interest at the three-month LIBOR plus 2.20%;
(e) issued new single-A Class B Notes and BBB- Class C Notes in aggregate principal amounts of $46,400 and $27,000, respectively, which bear interest at the three-month LIBOR plus 3.15% and the three-month LIBOR plus 4.00%, respectively;
(f) reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 from a nominal value of $125,900 to approximately $104,525 at close; and
(g) extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively. In connection with the contribution, we have made customary representations, warranties and covenants to the 2015-1 Issuer.
The Class A-1-1-R, Class A-1-2-R, Class A-1-3-R, Class A-2-R, Class B and Class C Notes are included in the consolidated financial statements included in Part I, Item 1 of this Form 10-Q. The 2015-1 Issuer Preferred Interests were eliminated in consolidation. For more information on the 2015-1R Notes, see Note 7 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
As of September 30, 2020 and December 31, 2019, we had $37,088 and $36,751, respectively, in cash and cash equivalents. The Facilities consisted of the following as of September 30, 2020 and December 31, 2019:
 September 30, 2020
 Total FacilityBorrowings Outstanding
Unused Portion (1)
Amount Available (2)
SPV Credit Facility$275,000 $149,985 $125,015 $46,670 
Credit Facility688,000 363,347 324,653 198,282 
Total$963,000 $513,332 $449,668 $244,952 
 December 31, 2019
 Total FacilityBorrowings Outstanding
Unused Portion (1)
Amount Available (2)
SPV Credit Facility$275,000 $232,469 $42,531 $4,225 
Credit Facility688,000 384,074 303,926 264,198 
Total$963,000 $616,543 $346,457 $268,423 
(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.

The following were the carrying values (before debt issuance costs) and fair values of the Company’s 2015-1R Notes as of September 30, 2020 and December 31, 2019:
 September 30, 2020December 31, 2019
Carrying ValueFair ValueCarrying ValueFair Value
Aaa/AAA Class A-1-1-R Notes$234,800 $227,026 $234,800 $233,053 
Aaa/AAA Class A-1-2-R Notes50,000 48,814 50,000 49,908 
Aaa/AAA Class A-1-3-R Notes25,000 25,020 25,000 25,163 
AA Class A-2-R Notes66,000 66,000 66,000 66,000 
A Class B Notes46,400 44,153 46,400 46,400 
BBB- Class C Notes27,000 23,031 27,000 27,000 
Total$449,200 $434,044 $449,200 $447,524 

As of September 30, 2020 and December 31, 2019, we had a combined $1,077,532 and $1,180,743, respectively, of outstanding consolidated indebtedness under our Facilities, the 2015-1R Notes and the Senior Notes. Our annualized interest cost as of September 30, 2020 and December 31, 2019, was 2.61% and 4.01%, excluding fees (such as fees on undrawn amounts and amortization of upfront fees). For the three months ended September 30, 2020 and 2019, we incurred $7,291 and $13,538, respectively, of interest expense and $728 and $545, respectively, of unused commitment fees. For the nine month periods ended September 30, 2020 and 2019, we incurred $28,913 and $38,561, respectively, of interest expense and $2,106 and $1,784, respectively, of unused commitment fees.
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Equity Activity
Common shares issued and outstanding as of September 30, 2020 and December 31, 2019 were 56,308,616 and 57,763,811, respectively.
The following table summarizes activity in the number of shares of our common stock outstanding during the nine month periods ended September 30, 2020 and 2019:
 For the nine month periods ended
 September 30, 2020September 30, 2019
Common shares outstanding, beginning of period57,763,811 62,230,251 
Repurchase of common stock (1)
(1,455,195)(3,216,775)
Common shares outstanding, end of period56,308,616 59,013,476 
(1) See Note 9 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q for additional information regarding the Company Stock Repurchase Program.
On May 5, 2020, we issued and sold 2,000,000 shares of Preferred Stock, par value $0.01, to an affiliate of Carlyle in a private placement at a price of $25 per share. Shares of Preferred Stock issued and outstanding as of September 30, 2020 and December 31, 2019 were 2,000,000 and 0, respectively.
Contractual Obligations
A summary of our significant contractual payment obligations was as follows as of September 30, 2020 and December 31, 2019:
 As of
Payment Due by PeriodSeptember 30, 2020December 31, 2019
Less than 1 Year$— $— 
1-3 Years (1)
149,985 — 
3-5 Years (1)
478,347 731,543 
More than 5 Years (2)
449,200 449,200 
Total$1,077,532 $1,180,743 
(1) Includes amounts outstanding under the Facilities and Senior Notes.
(2) Includes amounts outstanding under the 2015-1R Notes.
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 September 30, 2020 and December 31, 2019 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:
 Principal Amount as of
 September 30, 2020December 31, 2019
Unfunded delayed draw commitments$58,290 $75,874 
Unfunded revolving commitments67,034 74,016 
Total unfunded commitments$125,324 $149,890 
Pursuant to an undertaking by us in connection with the 2015-1 Debt Securitization, we agreed to hold on an ongoing basis the 2015-1 Issuer Preferred Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate
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outstanding amount of all collateral obligations by the 2015-1 Issuer for so long as any securities of the 2015-1 Issuer remains outstanding. As of September 30, 2020 and December 31, 2019, we were in compliance with this undertaking.
DIVIDENDS AND DISTRIBUTIONS
Prior to July 5, 2017, we had an “opt in” dividend reinvestment plan in respect of our common stock. Effective on July 5, 2017, we converted our “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our common stockholders, other than those common stockholders who have “opted out” of the plan. As a result of adopting the plan, if our Board of Directors authorizes, and we declare, a cash dividend or distribution on our common stock, our common stockholders who have not elected to “opt out” of our dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of our common stock, rather than receiving cash. Each registered common stockholder may elect to have such common stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered common stockholder that does not so elect, distributions on such common stockholder’s shares will be reinvested by State Street Bank and Trust Company, our plan administrator, in additional common shares. The number of common shares to be issued to the common stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable withholding taxes. We intend to use primarily newly issued common shares to implement the plan so long as the market value per share is equal to or greater than the net asset value per share on the relevant valuation date. If the market value per share is less than the net asset value per share on the relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless we instruct the plan administrator otherwise.
The following table summarizes the Company's dividends declared per share of common stock during the two most recent fiscal years and the current fiscal year to date:
Date DeclaredRecord DatePayment DatePer Share Amount
2018
February 26, 2018March 29, 2018April 17, 2018$0.37 
May 2, 2018June 29, 2018July 17, 20180.37 
August 6, 2018September 28, 2018October 17, 20180.37 
November 5, 2018December 28, 2018January 17, 20190.37 
December 12, 2018December 28, 2018January 17, 20190.20 
(1)
Total$1.68 
2019
February 22, 2019March 29, 2019April 17, 2019$0.37 
May 6, 2019June 28, 2019July 17, 20190.37 
June 17, 2019June 28, 2019July 17, 20190.08 
(1)
August 5, 2019September 30, 2019October 17, 20190.37 
November 4, 2019December 31, 2019January 17, 20200.37 
December 12, 2019December 31, 2019January 17, 20200.18 
(1)
Total$1.74 
2020
February 24, 2020March 31, 2020April 17, 2020$0.37 
May 4, 2020June 30, 2020July 17, 2020$0.37 
August 3, 2020September 30, 2020October 16, 2020$0.32 
(2)
August 3, 2020September 30, 2020October 16, 2020$0.05 
(1)
Total$0.74 
(1)Represents a special dividend.
(2)The Company updated its dividend policy such that the regular dividend is $0.32 per share of common stock, effective with the third quarter 2020 dividend.

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Our Preferred Stock has a liquidation preference equal to $25 per share (the "Liquidation Preference") plus any accumulated but unpaid dividends up to but excluding the date of distribution. Dividends on our Preferred Stock are payable on a quarterly basis in an initial amount equal to 7.00% per annum of the Liquidation Preference per share, payable in cash, or at our option, 9.00% per annum of the Liquidation Preference payable in additional shares of Preferred Stock.
The following table summarizes the Company's dividends declared per share of preferred stock during the current fiscal year to date. Unless otherwise noted, dividends declared were paid in cash.
Date DeclaredRecord DatePayment DatePer Share Amount
2020
June 30, 2020June 30, 2020September 30, 2020$0.277 
September 30, 2020September 30, 2020September 30, 2020$0.423 
Total$0.700 
ASSET COVERAGE
In accordance with the Investment Company Act, a BDC is only allowed to borrow amounts such that its “asset coverage,” as defined in the Investment Company Act, satisfies the minimum asset coverage ratio specified in the Investment Company Act after such borrowing. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the Investment Company Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.
Prior to March 23, 2018, BDCs were required to maintain a minimum asset coverage ratio of 200%. On March 23, 2018, an amendment to Section 61(a) of the Investment Company Act was signed into law to permit BDCs to reduce the minimum asset coverage ratio from 200% to 150%, so long as certain approval and disclosure requirements are satisfied. Under the 200% minimum asset coverage ratio, BDCs are permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity, and under the 150% minimum asset coverage ratio, BDCs are permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a) of the Investment Company Act, as amended, permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1 to 1 to a maximum of 2 to 1.
On April 9, 2018 and June 6, 2018, the Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act), and the stockholders of the Company, respectively, approved the application to the Company of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the Investment Company Act. As a result, the minimum asset coverage ratio applicable to the Company was reduced from 200% to 150%, effective as of June 7, 2018.
On April 8, 2020, the SEC issued an order (Release No. 33837) providing temporary, conditional exemptive relief from certain Investment Company Act provisions for BDCs, including relief permitting BDCs to issue additional senior securities to meet liquidity needs subject to compliance with a reduced asset coverage ratio. The relief is subject to investor protection conditions, including specific requirements for obtaining an independent evaluation of the terms of the senior securities, limits on new investments and approval by a majority of a BDC’s independent board members as well as public disclosure in the case of the issuance of senior securities pursuant to the reduced asset coverage ratio. These exemptions are in effect through the earlier of December 31, 2020 or the date by which a BDC ceases to rely on the order. The Company does not currently anticipate utilizing this relief.
As of September 30, 2020 and December 31, 2019, the Company had total senior securities of $1,127,532 and $1,180,743, respectively, consisting of secured borrowings under the Facilities, the Notes Payable, and, only as of September 30, 2020, the Preferred Stock, and had asset coverage ratios of 174.96% and 181.01%, respectively.
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
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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 other than Credit Fund 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 certificate 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.
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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 September 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.
For further information on the fair value hierarchies, our framework for determining fair value and the composition of our portfolio, see Note 3 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 base 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
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 has 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 included in Part I, Item 1 of this Form 10-Q.
Dividend Income
Dividend income from the investment fund, Credit Fund, is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment fund and are expected to be collected.
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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 Consolidated Statements of Assets and Liabilities included in Part I, Item 1 of this Form 10-Q.
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.
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 and the 2015-1 Issuer are disregarded entities for tax purposes and are consolidated with the tax return of the Company.
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.
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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 September 30, 2020, on a fair value basis, approximately 0.9% of our debt investments bear interest at a fixed rate and approximately 99.1% of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. Additionally, our Facilities are also 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, excluding our investment in Credit Fund, held as of September 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 and notes payable as of September 30, 2020 and December 31, 2019 and based on the terms of our Facilities and notes payable. Interest expense on our Facilities and notes payable is calculated using the stated interest rate as of September 30, 2020 and December 31, 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 September 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), excluding our investment in Credit Fund, and outstanding secured borrowings and notes payable assuming no changes in our investment and borrowing structure:
 September 30, 2020December 31, 2019
Basis Point ChangeInterest IncomeInterest ExpenseNet Investment IncomeInterest IncomeInterest ExpenseNet Investment Income
Up 300 basis points$39,791 $(28,126)$11,665 $57,441 $(31,167)$26,274 
Up 200 basis points$22,693 $(18,751)$3,942 $38,294 $(20,778)$17,516 
Up 100 basis points$5,618 $(9,375)$(3,757)$19,147 $(10,389)$8,758 
Down 100 basis points$(366)$2,005 $1,639 $(16,433)$10,389 $(6,044)
Down 200 basis points$(366)$2,005 $1,639 $(18,678)$20,225 $1,547 
Down 300 basis points$(366)$2,005 $1,639 $(19,053)$20,823 $1,770 
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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 September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
The Company may become party to certain lawsuits in the ordinary course of business. 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 11 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, 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.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not repurchase any shares of our common stock during the three months ended September 30, 2020.
The Company entered into the Company Stock Repurchase Program on November 5, 2018. Pursuant to the program, the Company is authorized to repurchase up to $100 million in the aggregate of its outstanding common stock in the open market and/or through privately negotiated transactions at prices not to exceed the Company’s net asset value per share as reported in its most recent financial statements, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act. The timing, manner, price and amount of any repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, stock price, available cash, applicable legal and regulatory requirements and other factors, and may include purchases pursuant to Rule 10b5-1 of the Exchange Act. On November 2, 2020, the Company's Board of Directors approved the continuation of the Company Stock Repurchase Program until November 5, 2021, or until the date the approved dollar amount has been used to repurchase shares, as well as the expansion of the repurchase authorization to $150 million in the aggregate of the Company’s outstanding common stock. The program does not require the Company to repurchase any specific number of shares and there can be no assurance as to the amount of shares repurchased under the Program. This Program may be suspended, extended, modified or discontinued by the Company at any time, subject to applicable law.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
* Filed herewith

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
TCG BDC, INC.
Dated: November 4, 2020By  /s/ Thomas M. Hennigan
  Thomas M. Hennigan
Chief Financial Officer
(principal financial officer)
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