Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to            
Commission File No. 000-54899
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
(Address of principal executive office) (Zip Code)
(212) 813-4900
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ☐    No  ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
x
  
Accelerated filer
 
 
 
 
 
Non-accelerated filer
 
☐  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period 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 aggregate market value of the registrant’s common stock at June 30, 2017, based on the closing price of the common stock on that date of $18.01 on The NASDAQ Global Select Market, held by those persons deemed by the registrant to be non-affiliates was approximately $1,059,269,766.
The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at February 27, 2018 was 62,568,651.
Documents Incorporated by Reference: Portions of the registrant’s Proxy Statement for its 2018 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Form 10-K.





Explanatory Note

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends TCG BDC, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the U.S. Securities and Exchange Commission on February 27, 2018 (the “Original Filing” and the “Original Filing Date”).

This Amendment No. 1 is being filed solely to: i) include the phrase “including the consolidated schedules of investments” inadvertently omitted by Ernst & Young LLP from, and to update for certain other typographical items in, the first paragraph of its “Report of Independent Registered Public Accounting Firm” on the consolidated financial statements of the Company and the second paragraph of its “Report of Independent Registered Public Accounting Firm” regarding internal control over financial reporting” of the Company in Part II, Item 8 of the Original Filing, and ii) include the sentence “our procedures included confirmation of securities owned as of December 31, 2017 and 2016 by correspondence with the custodian and debt agents” inadvertently omitted by Ernst & Young LLP from the last paragraph of its “Report of Independent Registered Public Accounting Firm” on the consolidated financial statements of the Company. Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, we have included the entire text of Part II, Items 8 and 9A in this Amendment No. 1.

The changes to add the phrases to the filed copies of the reports of Ernst & Young LLP do not affect Ernst & Young LLP’s unqualified opinion on the Company’s consolidated financial statements included in the Original Filing and Amendment No. 1 or on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.

Item 15 has been included herein to reflect new Section 302 and Section 906 certifications. Except as noted above, no changes were made to the Original Filing. This amendment speaks as of the Original Filing Date, and does not reflect events that may have occurred subsequent to the Original Filing Date.





PART II
Item 8. Financial Statements and Supplementary Data
TCG BDC, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


 
 
 
 
 
 
 
 
 
 
 
 

3




Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
TCG BDC, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of TCG BDC, Inc. (the “Company”), including the consolidated schedules of investments, as of December 31, 2017 and 2016, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations, changes in its net assets and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2018 expressed an unqualified opinion thereon.

Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017 and 2016 by correspondence with the custodian and debt agents. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2012.

New York, NY
February 27, 2018

4




Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
TCG BDC, Inc.

Opinion on Internal Control over Financial Reporting
We have audited the TCG BDC, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, TCG BDC, Inc. (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of assets and liabilities of the Company, including the consolidated schedules of investments, as of December 31, 2017 and 2016, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and our report dated February 27, 2018 expressed an unqualified opinion thereon.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Ernst & Young LLP

New York, NY
February 27, 2018

5




TCG BDC, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollar amounts in thousands, except per share data)

 
December 31,
2017
 
December 31,
2016
ASSETS
 
 
 
Investments, at fair value
 
 
 
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,782,488 and $1,332,596, respectively)
$
1,779,584

 
$
1,323,102

Investments—non-controlled/affiliated, at fair value (amortized cost of $16,273 and $0, respectively)
15,431

 

Investments—controlled/affiliated, at fair value (amortized cost of $172,251 and $97,385, respectively)
172,516

 
99,657

Total investments, at fair value (amortized cost of $1,971,012 and $1,429,981, respectively)
1,967,531

 
1,422,759

Cash and cash equivalents
32,039

 
38,489

Receivable for investment sold
7,022

 
19,750

Deferred financing costs
3,626

 
3,308

Interest receivable from non-controlled/non-affiliated investments
5,066

 
3,407

Interest receivable from non-controlled/affiliated investments
42

 

Interest and dividend receivable from controlled/affiliated investments
5,981

 
2,400

Prepaid expenses and other assets
76

 
42

Total assets
$
2,021,383

 
$
1,490,155

LIABILITIES
 
 
 
Secured borrowings (Note 6)
$
562,893

 
$
421,885

2015-1 Notes payable, net of unamortized debt issuance costs of $1,947 and $2,151, respectively (Note 7)
271,053

 
270,849

Payable for investments purchased
9,469

 

Due to Investment Adviser
69

 
215

Interest and credit facility fees payable (Notes 6 and 7)
5,353

 
3,599

Base management and incentive fees payable (Note 4)
13,098

 
8,157

Dividend payable (Note 9)
30,481

 
20,018

Administrative service fees payable (Note 4)
95

 
137

Other accrued expenses and liabilities
1,568

 
1,158

Total liabilities
894,079

 
726,018

Commitments and contingencies (Notes 8 and 11)
 
 
 
NET ASSETS
 
 
 
Common stock, $0.01 par value; 200,000,000 shares authorized; 62,207,603 shares and 41,702,318 shares, respectively, issued and outstanding
622

 
417

Paid-in capital in excess of par value
1,172,807

 
799,580

Offering costs
(1,618
)
 
(74
)
Accumulated net investment income (loss), net of cumulative dividends of $222,254 and $129,065, respectively
2,522

 
(3,207
)
Accumulated net realized gain (loss)
(43,548
)
 
(25,357
)
Accumulated net unrealized appreciation (depreciation)
(3,481
)
 
(7,222
)
Total net assets
$
1,127,304

 
$
764,137

NET ASSETS PER SHARE
$
18.12

 
$
18.32


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

6




TCG BDC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share data)

 
For the years ended December 31,
 
2017
 
2016
 
2015
Investment income:
 
 
 
 
 
From non-controlled/non-affiliated investments:
 
 
 
 
 
Interest income
$
133,807

 
$
101,196

 
$
68,356

Other income
10,526

 
6,635

 
834

Total investment income from non-controlled/non-affiliated investments
144,333

 
107,831

 
69,190

From non-controlled/affiliated investments:
 
 
 
 
 
Interest income
1,215

 

 

Total investment income from non-controlled/affiliated investments
1,215

 

 

From controlled/affiliated investments:
 
 
 
 
 
Interest income
10,753

 
1,465

 

Dividend income
8,700

 
1,675

 

Total investment income from controlled/affiliated investments
19,453

 
3,140

 

Total investment income
165,001

 
110,971

 
69,190

Expenses:
 
 
 
 
 
Base management fees (Note 4)
25,254

 
18,539

 
13,361

Incentive fees (Note 4)
21,084

 
14,905

 
8,881

Professional fees
2,895

 
2,103

 
1,845

Administrative service fees (Note 4)
661

 
703

 
595

Interest expense (Notes 6 and 7)
24,510

 
16,462

 
9,582

Credit facility fees (Note 6)
1,983

 
2,573

 
1,898

Directors’ fees and expenses
443

 
553

 
419

Other general and administrative
1,683

 
1,616

 
1,539

Total expenses
78,513

 
57,454

 
38,120

Waiver of base management fees (Note 4)
5,927

 
6,180

 
4,454

Net expenses
72,586

 
51,274

 
33,666

Net investment income (loss) before taxes
92,415

 
59,697

 
35,524

Excise tax expense
264

 
76

 

Net investment income (loss)
92,151

 
59,621

 
35,524

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments:
 
 
 
 
 
Net realized gain (loss) from:
 
 
 
 
 
Non-controlled/non-affiliated investments
(11,692
)
 
(9,644
)
 
1,164

Net change in unrealized appreciation (depreciation):
 
 
 
 
 
Non-controlled/non-affiliated investments
6,590

 
17,560

 
(18,015
)
Non-controlled/affiliated investments
(842
)
 

 

Controlled/affiliated investments
(2,007
)
 
2,272

 

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
(7,951
)
 
10,188

 
(16,851
)
Net increase (decrease) in net assets resulting from operations
$
84,200

 
$
69,809

 
$
18,673

Basic and diluted earnings per common share (Note 9)
$
1.59

 
$
1.93

 
$
0.75

Weighted-average shares of common stock outstanding—Basic and Diluted (Note 9)
52,997,450

 
36,152,390

 
24,830,200

Dividends declared per common share (Note 9)
$
1.64

 
$
1.68

 
$
1.74


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

7




TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(dollar amounts in thousands)

 
For the years ended December 31,
 
2017
 
2016
 
2015
Increase (decrease) in net assets resulting from operations:
 
 
 
 
 
Net investment income (loss)
$
92,151

 
$
59,621

 
$
35,524

Net realized gain (loss) on investments
(11,692
)
 
(9,644
)
 
1,164

Net change in unrealized appreciation (depreciation) on investments
3,741

 
19,832

 
(18,015
)
Net increase (decrease) in net assets resulting from operations
84,200

 
69,809

 
18,673

Capital transactions:
 
 
 
 
 
Common stock issued, net of offering and underwriting costs
365,475

 
185,537

 
262,354

Reinvestment of dividends
6,681

 
279

 
131

Dividends declared (Note 12)
(93,189
)
 
(63,214
)
 
(47,689
)
Net increase (decrease) in net assets resulting from capital share transactions
278,967

 
122,602

 
214,796

Net increase (decrease) in net assets
363,167

 
192,411

 
233,469

Net assets at beginning of year
764,137

 
571,726

 
338,257

Net assets at end of year
$
1,127,304

 
$
764,137

 
$
571,726


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

8




TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)

 
For the years ended December 31,
 
2017
 
2016
 
2015
Cash flows from operating activities:
 
 
 
 
 
Net increase (decrease) in net assets resulting from operations
$
84,200

 
$
69,809

 
$
18,673

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
 
 
 
 
 
Amortization of deferred financing costs
949

 
1,417

 
1,051

Net accretion of discount on investments
(11,747
)
 
(5,605
)
 
(3,035
)
Paid-in-kind interest
(1,057
)
 

 

Net realized (gain) loss on investments
11,692

 
9,644

 
(1,164
)
Net change in unrealized (appreciation) depreciation on investments
(3,741
)
 
(19,832
)
 
18,015

Cost of investments purchased and change in payable for investments purchased
(1,280,124
)
 
(755,654
)
 
(653,154
)
Proceeds from sales and repayments of investments and change in receivable for investments sold
812,576

 
383,591

 
228,004

Changes in operating assets:
 
 
 
 
 
Interest receivable
(3,767
)
 
(1,203
)
 
1,233

Dividend receivable
(1,515
)
 
(1,325
)
 

Prepaid expenses and other assets
(34
)
 
344

 
(229
)
Changes in operating liabilities:
 
 
 
 
 
Due to Investment Adviser
(146
)
 
26

 
148

Interest and credit facility fees payable
1,754

 
1,022

 
1,384

Base management and incentive fees payable
4,941

 
2,880

 
(1,042
)
Administrative service fees payable
(42
)
 
40

 
6

Other accrued expenses and liabilities
410

 
233

 
165

Net cash provided by (used in) operating activities
(385,651
)
 
(314,613
)
 
(389,945
)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of common stock, net of offering and underwriting costs
357,429

 
185,537

 
262,354

Borrowings on SPV Credit Facility and Credit Facility
816,216

 
566,351

 
402,200

Repayments of SPV Credit Facility and Credit Facility
(675,208
)
 
(378,779
)
 
(476,328
)
Repayments of debt assumed from NFIC Acquisition
(42,128
)
 

 

Proceeds from issuance of 2015-1 Notes

 

 
273,000

Debt issuance costs paid
(1,063
)
 
(643
)
 
(2,648
)
Dividends paid in cash
(76,045
)
 
(61,201
)
 
(35,550
)
Net cash provided by (used in) financing activities
379,201

 
311,265

 
423,028

Net increase (decrease) in cash and cash equivalents
(6,450
)
 
(3,348
)
 
33,083

Cash and cash equivalents, beginning of year
38,489

 
41,837

 
8,754

Cash and cash equivalents, end of year
$
32,039

 
$
38,489

 
$
41,837

Supplemental disclosures:
 
 
 
 
 
Offering expenses and debt issuance costs due
$

 
$

 
$
1

Interest paid during the year
$
22,519

 
$
15,267

 
$
8,083

Taxes, including excise tax, paid during year
$
179

 
$
79

 
$
50

Dividends declared during the year
$
93,189

 
$
63,214

 
$
47,689

Reinvestment of dividends
$
6,681

 
$
279

 
$
131

Cost of investments received in the NFIC Acquisition from shares issued (Note 13)
$
(8,046
)
 
$

 
$

Shares issued in consideration of NFIC Acquisition (Note 13)
$
8,046

 
$

 
$

Debt assumed from NFIC Acquisition (Note 13)
$
42,128

 
$

 
$

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

9




TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2017
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value(7)
 
Percentage of Net Assets
First Lien Debt (77.04%)
 
 
 
 
 
 
 
 
 
 
 
 
 
Access CIG, LLC (2)(3)(4)(13)(16)
Business Services
 
L + 5.00% (1.00% Floor)
 
10/17/2021
 
$
18,149

 
$
18,054

 
$
18,263

 
1.62
%
Achilles Acquisition LLC (2)(3)(4)(5)(13)(15)
Banking, Finance, Insurance & Real Estate
 
L + 6.00% (1.00% Floor)
 
6/6/2023
 
40,910

 
39,931

 
40,523

 
3.59

Advanced Instruments, LLC (2)(3)(4)(5)(13)(15)(16)
Healthcare & Pharmaceuticals
 
L + 5.25% (1.00% Floor)
 
10/31/2022
 
10,421

 
10,227

 
10,421

 
0.92

Alpha Packaging Holdings, Inc. (2)(3)(4)(13)
Containers, Packaging & Glass
 
L + 4.25% (1.00% Floor)
 
5/12/2020
 
2,896

 
2,894

 
2,896

 
0.26

AMS Group HoldCo, LLC (2)(3)(4)(5)(13)(15)
Transportation: Cargo
 
L + 6.00% (1.00% Floor)
 
9/29/2023
 
29,925

 
29,254

 
29,925

 
2.65

Anaren, Inc. (2)(3)(4)(13)
Telecommunications
 
L + 4.50% (1.00% Floor)
 
2/18/2021
 
3,802

 
3,789

 
3,809

 
0.34

Audax AAMP Holdings, Inc. (2)(3)(5)
Durable Consumer Goods
 
L + 7.50% (1.00% Floor)
 
1/31/2018
 
12,487

 
12,459

 
12,362

 
1.10

BeyondTrust Software, Inc. (2)(3)(4)(5)(13)
Software
 
L + 6.25% (1.00% Floor)
 
11/21/2023
 
17,000

 
16,758

 
16,910

 
1.50

Brooks Equipment Company, LLC (2)(3)(4)(13)
Construction & Building
 
L + 5.00% (1.00% Floor)
 
8/29/2020
 
2,546

 
2,535

 
2,546

 
0.23

Capstone Logistics Acquisition, Inc. (2)(3)(4)(13)(16)
Transportation: Cargo
 
L + 4.50% (1.00% Floor)
 
10/7/2021
 
19,198

 
19,081

 
18,895

 
1.68

Captive Resources Midco, LLC (2)(3)(4)(5)(13)(15)(16)
Banking, Finance, Insurance & Real Estate
 
L + 6.00% (1.00% Floor)
 
12/18/2021
 
30,900

 
30,635

 
30,783

 
2.73

Central Security Group, Inc. (2)(3)(4)(13)(16)
Consumer Services
 
L + 5.63% (1.00% Floor)
 
10/6/2021
 
39,007

 
38,668

 
38,941

 
3.45

CIP Revolution Holdings, LLC (2)(3)(4)(5)(13)(15)
Media: Advertising, Printing & Publishing
 
L + 6.00% (1.00% Floor)
 
8/19/2021
 
19,048

 
18,917

 
18,993

 
1.68

Colony Hardware Corporation (2)(3)(4)(13)
Construction & Building
 
L + 6.00% (1.00% Floor)
 
10/23/2021
 
22,071

 
21,838

 
22,049

 
1.96

Continuum Managed Services Holdco, LLC (2)(3)(4)(5)(13)(15)(16)
High Tech Industries
 
L + 8.75% (1.00% Floor)
 
6/8/2023
 
22,885

 
22,208

 
23,237

 
2.06

Dade Paper & Bag, LLC (2)(3)(4)(5)(16)
Forest Products & Paper
 
L + 7.50% (1.00% Floor)
 
6/10/2024
 
49,750

 
48,822

 
49,884

 
4.42

Datto, Inc. (2)(3)(5)(15)(16)
High Tech Industries
 
L + 8.00% (1.00% Floor)
 
12/7/2022
 
35,622

 
35,082

 
35,818

 
3.18

Dent Wizard International Corporation (2)(3)(4)(16)
Automotive
 
L + 4.75% (1.00% Floor)
 
4/7/2020
 
895

 
893

 
894

 
0.08

Derm Growth Partners III, LLC (Dermatology Associates) (2)(3)(4)(5)(13)(15)
Healthcare & Pharmaceuticals
 
L + 6.50% (1.00% Floor)
 
5/31/2022
 
50,658

 
50,104

 
50,441

 
4.47

DermaRite Industries, LLC (2)(3)(5)(13)(15)(16)
Healthcare & Pharmaceuticals
 
L + 7.00% (1.00% Floor)
 
3/3/2022
 
20,003

 
19,729

 
19,850

 
1.76

Dimensional Dental Management, LLC (2)(3)(5)(12)(15)(16)
Healthcare & Pharmaceuticals
 
L + 6.75% (1.00% Floor)
 
2/12/2021
 
33,674

 
33,038

 
33,514

 
2.97

Direct Travel, Inc. (2)(3)(4)(5)(13)(15)
Hotel, Gaming & Leisure
 
L + 6.50% (1.00% Floor)
 
12/1/2021
 
29,623

 
29,136

 
29,708

 
2.64

EIP Merger Sub, LLC (Evolve IP) (2)(3)(5)(12)(13)(16)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
27,284

 
26,618

 
26,738

 
2.37

Emergency Communications Network, LLC (2)(3)(4)(5)(13)(16)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/1/2023
 
24,875

 
24,669

 
24,850

 
2.20


10




Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value(7)
 
Percentage of Net Assets
First Lien Debt (77.04%) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
EP Minerals, LLC (2)(3)(4)(13)
Metals & Mining
 
L + 4.50% (1.00% Floor)
 
8/20/2020
 
$
7,920

 
$
7,901

 
$
7,931

 
0.70
%
FCX Holdings Corp. (2)(3)(4)(13)(16)
Capital Equipment
 
L + 4.50% (1.00% Floor)
 
8/4/2020
 
3,820

 
3,823

 
3,824

 
0.34

Frontline Technologies Holdings, LLC (2)(3)(5)(15)
Software
 
L + 6.50% (1.00% Floor)
 
9/18/2023
 
39,197

 
38,757

 
39,159

 
3.47

FWR Holding Corporation (2)(3)(4)(5)(13)(15)
Beverage, Food & Tobacco
 
L + 6.00% (1.00% Floor)
 
8/21/2023
 
36,692

 
35,525

 
36,098

 
3.20

Global Franchise Group, LLC (2)(3)(4)(5)(13)(15)
Beverage, Food & Tobacco
 
L + 5.75% (1.00% Floor)
 
12/18/2019
 
14,468

 
14,345

 
14,468

 
1.28

Global Software, LLC(2)(3)(4)(13)(16)
High Tech Industries
 
L + 5.25% (1.00% Floor)
 
5/2/2022
 
20,800

 
20,501

 
20,774

 
1.84

Green Energy Partners/Stonewall LLC(2)(3)(4)(13)
Energy: Electricity
 
L + 5.50% (1.00% Floor)
 
11/13/2021
 
19,950

 
19,621

 
19,334

 
1.71

Hummel Station LLC (2)(3)(5)(13)(16)
Energy: Electricity
 
L + 6.00% (1.00% Floor)
 
10/27/2022
 
15,000

 
14,375

 
13,905

 
1.23

Hydrofarm, LLC (2)(5)(13)(16)
Wholesale
 
L + 7.00%
 
5/12/2022
 
18,763

 
18,640

 
18,241

 
1.62

Indra Holdings Corp. (Totes Isotoner) (2)(3)(5)(13)
Non-durable Consumer Goods
 
L + 4.25% (1.00% Floor)
 
5/1/2021
 
18,965

 
17,224

 
11,222

 
1.00

Legacy.com Inc. (2)(3)(5)(12)
High Tech Industries
 
L + 6.00% (1.00% Floor)
 
3/20/2023
 
17,000

 
16,653

 
17,558

 
1.56

Metrogistics LLC (2)(3)(4)(13)
Transportation: Cargo
 
L + 6.50% (1.00% Floor)
 
9/30/2022
 
17,978

 
17,774

 
17,921

 
1.59

Moxie Liberty LLC (2)(3)(5)(13)
Energy: Electricity
 
L + 6.50% (1.00% Floor)
 
8/21/2020
 
9,975

 
9,008

 
9,148

 
0.81

National Technical Systems, Inc. (2)(3)(4)(5)(13)(15)(16)
Aerospace & Defense
 
L + 6.25% (1.00% Floor)
 
6/12/2021
 
26,351

 
26,072

 
24,817

 
2.20

NES Global Talent Finance US LLC (United Kingdom) (2)(3)(4)(8)(13)
Energy: Oil & Gas
 
L + 5.50% (1.00% Floor)
 
10/3/2019
 
13,600

 
13,439

 
13,369

 
1.19

NMI AcquisitionCo, Inc. (2)(3)(4)(5)(15)
High Tech Industries
 
L + 6.75% (1.00% Floor)
 
9/6/2022
 
51,091

 
50,112

 
50,944

 
4.52

OnCourse Learning Corporation (2)(3)(4)(5)(13)(15)
Consumer Services
 
L + 6.50% (1.00% Floor)
 
9/12/2021
 
35,905

 
35,513

 
35,740

 
3.17

Payment Alliance International, Inc. (2)(3)(5)(12)(16)
Business Services
 
L + 6.05% (1.00% Floor)
 
9/15/2021
 
26,544

 
25,983

 
26,464

 
2.35

Pelican Products, Inc. (2)(3)(4)(13)
Containers, Packaging & Glass
 
L + 4.25% (1.00% Floor)
 
4/11/2020
 
3,585

 
3,589

 
3,581

 
0.32

Plano Molding Company, LLC(2)(3)(4)(5)(16)
Hotel, Gaming & Leisure
 
L + 7.50% (1.00% Floor)
 
5/12/2021
 
19,523

 
19,263

 
16,934

 
1.50

PMG Acquisition Corporation (2)(3)(4)(5)(13)(15)
Healthcare & Pharmaceuticals
 
L + 6.25% (1.00% Floor)
 
5/22/2022
 
27,025

 
26,649

 
27,161

 
2.41

PPT Management Holdings, LLC(2)(3)(4)(5)(13)
Healthcare & Pharmaceuticals
 
L + 6.00% (1.00% Floor)
 
12/16/2022
 
24,750

 
24,572

 
23,443

 
2.08

Prime Risk Partners, Inc. (2)(3)(5)(15)
Banking, Finance, Insurance & Real Estate
 
L + 5.75% (1.00% Floor)
 
8/13/2023
 
1,639

 
1,594

 
1,650

 
0.15

Prime Risk Partners, Inc. (2)(3)(5)(12)(15)
Banking, Finance, Insurance & Real Estate
 
L + 5.75% (1.00% Floor)
 
8/13/2023
 
20,521

 
19,959

 
21,032

 
1.87

Product Quest Manufacturing, LLC(2)(3)(5)(10)(12)
Containers, Packaging & Glass
 
L + 6.75% (1.00% Floor)
 
9/9/2020
 
33,000

 
32,270

 
19,487

 
1.73

Product Quest Manufacturing, LLC (2)(3)(5)(15)(16)
Containers, Packaging & Glass
 
L + 6.75% (3.25% Floor)
 
3/31/2019
 
2,729

 
2,729

 
2,729

 
0.24


11




Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value(7)
 
Percentage of Net Assets
First Lien Debt (77.04%) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2)(3)(4)(13)
Wholesale
 
L + 4.50% (1.00% Floor)
 
1/28/2020
 
$
14,910

 
$
14,285

 
$
14,133

 
1.25
%
QW Holding Corporation (Quala) (2)(3)(4)(5)(13)
Environmental Industries
 
L + 6.75% (1.00% Floor)
 
8/31/2022
 
36,549

 
35,772

 
35,715

 
3.17

Reliant Pro Rehab, LLC (2)(3)(5)(12)
Healthcare & Pharmaceuticals
 
L + 10.00% (1.00% Floor)
 
12/28/2018
 
24,563

 
24,544

 
24,563

 
2.18

Smile Doctors, LLC (2)(3)(5)(13)(15)
Healthcare & Pharmaceuticals
 
L + 5.75% (1.00% Floor)
 
10/6/2022
 
9,059

 
8,930

 
9,011

 
0.80

SolAero Technologies Corp.(2)(3)(4)(5)(16)
Telecommunications
 
L + 5.25% (1.00% Floor)
 
12/10/2020
 
24,828

 
24,221

 
23,416

 
2.08

Superior Health Linens, LLC (2)(3)(4)(5)(13)(15)(16)
Business Services
 
L + 6.50% (1.00% Floor)
 
9/30/2021
 
21,061

 
20,788

 
21,026

 
1.87

Surgical Information Systems, LLC (2)(3)(4)(5)(12)(13)(16)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
4/24/2023
 
30,000

 
29,728

 
30,075

 
2.67

T2 Systems Canada, Inc.(2)(3)(4)(16)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
4,009

 
3,926

 
3,950

 
0.35

T2 Systems, Inc. (2)(3)(4)(5)(13)(15)(16)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
32,649

 
31,956

 
32,146

 
2.85

The Hilb Group, LLC (2)(3)(5)(12)(15)
Banking, Finance, Insurance & Real Estate
 
L + 6.00% (1.00% Floor)
 
6/24/2021
 
38,622

 
38,132

 
38,204

 
3.39

The SI Organization, Inc.(2)(3)(4)(5)(13)
Aerospace & Defense
 
L + 4.75% (1.00% Floor)
 
11/23/2019
 
14,300

 
14,310

 
14,419

 
1.28

The Topps Company, Inc. (2)(3)(4)(13)
Non-durable Consumer Goods
 
L + 6.00% (1.25% Floor)
 
10/2/2020
 
23,130

 
22,970

 
22,991

 
2.04

TruckPro, LLC (2)(3)(4)(13)
Automotive
 
L + 5.00% (1.00% Floor)
 
8/6/2018
 
8,860

 
8,850

 
8,831

 
0.78

Tweddle Group, Inc. (2)(3)(4)(13)
Media: Advertising, Printing & Publishing
 
L + 6.00% (1.00% Floor)
 
10/24/2022
 
7,356

 
7,266

 
7,264

 
0.64

Vetcor Professional Practices, LLC (2)(3)(4)(5)(13)(15)
Consumer Services
 
L + 6.25% (1.00% Floor)
 
4/20/2021
 
38,868

 
38,502

 
38,725

 
3.43

Vistage Worldwide, Inc. (2)(3)(4)(13)(16)
Business Services
 
L + 5.50% (1.00% Floor)
 
8/19/2021
 
32,916

 
32,753

 
32,916

 
2.92

VRC Companies, LLC (2)(3)(4)(5)(13)(15)(16)
Business Services
 
L + 6.50% (1.00% Floor)
 
3/31/2023
 
38,600

 
37,873

 
38,541

 
3.42

W/S Packaging Group Inc. (2)(3)(4)(16)
Containers, Packaging & Glass
 
L + 5.00% (1.00% Floor)
 
8/9/2019
 
4,004

 
3,887

 
3,789

 
0.34

Watchfire Enterprises, Inc. (2)(3)(13)
Media: Advertising, Printing & Publishing
 
L + 4.25% (1.00% Floor)
 
10/2/2020
 
1,362

 
1,351

 
1,362

 
0.12

Winchester Electronics Corporation (2)(3)(4)(5)(13)
Capital Equipment
 
L + 6.50% (1.00% Floor)
 
6/30/2022
 
36,547

 
36,292

 
36,933

 
3.28

Zenith Merger Sub, Inc. (2)(3)(4)(5)(13)(15)
Business Services
 
L + 5.50% (1.00% Floor)
 
12/12/2023
 
15,290

 
15,069

 
15,198

 
1.35

Zest Holdings, LLC (2)(3)(4)(13)(16)
Durable Consumer Goods
 
L + 4.25% (1.00% Floor)
 
8/16/2023
 
3,431

 
3,423

 
3,453

 
0.31

First Lien Debt Total
 
 
 
 
 
 
 
 
$
1,526,058

 
$
1,515,845

 
134.46
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Second Lien Debt (12.51%)
 
 
 
 
 
 
 
 
 
 
 
 
 
AIM Group USA Inc. (2)(3)(4)(5)(13)
Aerospace & Defense
 
L + 9.00% (1.00% Floor)
 
8/2/2022
 
$
23,000

 
$
22,737

 
$
23,230

 
2.06
%
AmeriLife Group, LLC (2)(3)(5)(13)(16)
Banking, Finance, Insurance & Real Estate
 
L + 8.75% (1.00% Floor)
 
1/10/2023
 
22,000

 
21,647

 
21,817

 
1.94


12




Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value(7)
 
Percentage of Net Assets
Second Lien Debt (12.51%) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
Argon Medical Devices, Inc.(2)(3)(4)(5)(16)
Healthcare & Pharmaceuticals
 
L + 9.50% (1.00% Floor)
 
6/23/2022
 
$
25,000

 
$
24,447

 
$
25,000

 
2.22
%
Argon Medical Devices Holdings, Inc.(2)(3)(5)(16)
Healthcare & Pharmaceuticals
 
L + 8.00% (1.00% Floor)
 
1/23/2026
 
7,500

 
7,465

 
7,515

 
0.67

Berlin Packaging L.L.C. (2)(3)(13)(16)
Containers, Packaging & Glass
 
L + 6.75% (1.00% Floor)
 
10/1/2022
 
1,146

 
1,140

 
1,153

 
0.10

Confie Seguros Holding II Co.(2)(3)(5)(13)
Banking, Finance, Insurance & Real Estate
 
L + 9.50% (1.25% Floor)
 
5/8/2019
 
9,000

 
8,959

 
8,715

 
0.77

Drew Marine Group Inc.(2)(3)(4)(5)(13)(16)
Chemicals, Plastics & Rubber
 
L + 7.00% (1.00% Floor)
 
5/19/2021
 
12,500

 
12,484

 
12,456

 
1.10

Genex Holdings, Inc. (2)(3)(5)(16)
Banking, Finance, Insurance & Real Estate
 
L + 7.75% (1.00% Floor)
 
5/30/2022
 
8,990

 
8,915

 
8,924

 
0.79

Paradigm Acquisition Corp. (2)(3)(5)(17)
Business Services
 
L + 8.50% (1.00% Floor)
 
10/12/2025
 
9,600

 
9,507

 
9,584

 
0.85

Pathway Partners Vet Management Company LLC (2)(3)(5)(15)(16)
Consumer Services
 
L + 8.00% (1.00% Floor)
 
10/10/2025
 
7,751

 
7,644

 
7,741

 
0.69

Pexco LLC (2)(3)(5)(16)
Chemicals, Plastics & Rubber
 
L + 8.00% (1.00% Floor)
 
5/8/2025
 
20,000

 
19,818

 
20,362

 
1.81

Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2)(3)(5)
Wholesale
 
L + 8.50% (1.00% Floor)
 
7/28/2020
 
3,000

 
2,967

 
2,485

 
0.22

Q International Courier, LLC (2)(3)(5)(16)
Transportation: Cargo
 
L + 8.25% (1.00% Floor)
 
9/19/2025
 
18,750

 
18,384

 
18,621

 
1.65

Reladyne, Inc. (2)(3)(4)(13)
Wholesale
 
L + 9.50% (1.00% Floor)
 
1/21/2023
 
5,000

 
4,884

 
4,929

 
0.44

Rough Country, LLC (2)(3)(5)(13)(16)
Durable Consumer Goods
 
L + 8.50% (1.00% Floor)
 
11/25/2023
 
42,500

 
41,311

 
42,802

 
3.80

Santa Cruz Holdco, Inc. (2)(3)(5)
Non-durable Consumer Goods
 
L + 8.25% (1.00% Floor)
 
12/13/2024
 
17,138

 
16,967

 
17,079

 
1.51

Superion, LLC (fka Ramundsen Public Sector, LLC) (2)(3)(13)
Sovereign & Public Finance
 
L + 8.50% (1.00% Floor)
 
1/31/2025
 
1,800

 
1,784

 
1,820

 
0.16

Watchfire Enterprises, Inc.(2)(3)(5)
Media: Advertising, Printing & Publishing
 
L + 8.00% (1.00% Floor)
 
10/2/2021
 
7,000

 
6,941

 
7,000

 
0.62

Zywave, Inc. (2)(3)(5)
High Tech Industries
 
L + 9.00% (1.00% Floor)
 
11/17/2023
 
4,950

 
4,886

 
5,000

 
0.44

Second Lien Debt Total
 
 
 
 
 
 
 
 
$
242,887

 
$
246,233

 
21.84
%






13




TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2017
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Industry
 
Shares/ Units
 
Cost
 
Fair Value(7)
 
Percentage of Net Assets
Equity Investments (0.89%) (5)
 
 
 
 
 
 
 
 
 
CIP Revolution Holdings, LLC
Media: Advertising, Printing & Publishing
 
30,000

 
$
300

 
$
369

 
0.03
%
Dade Paper & Bag, LLC
Forest Products & Paper
 
1,500,000

 
1,500

 
2,140

 
0.19

DecoPac, Inc.
Non-durable Consumer Goods
 
1,500,000

 
1,500

 
1,500

 
0.13

Derm Growth Partners III, LLC (Dermatology Associates)
Healthcare & Pharmaceuticals
 
1,000,000

 
1,000

 
1,796

 
0.16

GS Holdco LLC (Global Software, LLC)
High Tech Industries
 
1,000,000

 
1,001

 
1,550

 
0.14

Legacy.com Inc.
High Tech Industries
 
1,500,000

 
1,500

 
1,739

 
0.15

Power Stop Intermediate Holdings, LLC
Automotive
 
7,150

 
369

 
1,191

 
0.11

Rough Country, LLC
Durable Consumer Goods
 
754,775

 
755

 
873

 
0.08

T2 Systems Parent Corporation
Transportation: Consumer
 
555,556

 
556

 
499

 
0.04

Tailwind HMT Holdings Corp.
Energy: Oil & Gas
 
2,000,000

 
2,000

 
2,000

 
0.18

THG Acquisition, LLC (The Hilb Group, LLC)
Banking, Finance, Insurance & Real Estate
 
1,500,000

 
1,500

 
2,287

 
0.20

Zenith American Holding, Inc.
Business Services
 
1,561,644

 
1,562

 
1,562

 
0.14

Equity Investments Total
 
 
 
 
$
13,543

 
$
17,506

 
1.55
%
Total investments—non-controlled/non-affiliated
 
 
 
 
$
1,782,488

 
$
1,779,584

 
157.85
%
Investments—non-controlled/affiliated (5)(18)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value(7)
 
Percentage of Net Assets
First Lien Debt (0.78%)
 
 
 
 
 
 
 
 
 
 
 
 
 
TwentyEighty, Inc. - Revolver (2)(3)(15)
Business Services
 
L + 8.00% (1.00% Floor)
 
3/21/2020
 
$

 
$
(6
)
 
$
(20
)
 
%
TwentyEighty, Inc. - (Term A Loans) (2)(3)
Business Services
 
L + 3.50% (1.00% Floor), cash, 4.50% PIK
 
3/21/2020
 
3,890

 
3,871

 
3,760

 
0.33

TwentyEighty, Inc. - (Term B Loans)
Business Services
 
1.00% cash, 7.00% PIK
 
3/21/2020
 
6,715

 
6,494

 
6,360

 
0.57

TwentyEighty, Inc. - (Term C Loans)
Business Services
 
0.25% cash, 8.75% PIK
 
3/21/2020
 
6,521

 
5,914

 
5,331

 
0.47

First Lien Debt Total
 
 
 
 
 
 
 
 
$
16,273

 
$
15,431

 
1.37
%
Investments—non-controlled/affiliated (5)(18)
Industry
 
Shares/Units
 
Cost
 
Fair Value(7)
 
Percentage of
Net Assets
Equity Investments (0.00%)
 
 
 
 
 
 
 
 
 
TwentyEighty Investors LLC
Business Services
 
69,786

 
$

 
$

 
%
Equity Investments Total
 
 
 
 
$

 
$

 
%
Total Investments - non-controlled/affiliated
 
 
 
 
$
16,273

 
$
15,431

 
1.37
%
Investments—controlled/affiliated
Industry
 
Interest Rate(2)
 
Maturity Date
 
Par Amount/ LLC Interest
 
Cost
 
Fair Value(7)
 
Percentage of Net Assets
Investment Fund (8.77%) (8)
 
 
 
 
 
 
 
 
 
 
 
 
 
Middle Market Credit Fund, LLC, Mezzanine Loan (2)(5)(9)(11)
Investment Fund
 
L + 9.00%
 
6/22/2018
 
$
85,750

 
$
85,750

 
$
85,750

 
7.61
%
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest (5)(11)
Investment Fund
 
0.001%
 
3/1/2021
 
86,501

 
86,501

 
86,766

 
7.7

Investment Fund Total
 
 
 
 
 
 
 
 
$
172,251

 
$
172,516

 
15.31
%
Total investments—controlled/affiliated
 
 
 
 
 
 
 
 
$
172,251

 
$
172,516

 
15.31
%
Total investments
 
 
 
 
 
 
 
 
$
1,971,012

 
$
1,967,531

 
174.53
%

14




TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2017
(dollar amounts in thousands)

(1)
Unless otherwise indicated, issuers of debt and equity investments held by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) are domiciled in the United States and issuers of structured finance obligations are domiciled in the Cayman Islands. 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, 2017, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2017, the Company is not an “affiliated person” of any of these portfolio companies.
(2)
Variable rate loans to the portfolio companies bear interest at a rate that may be 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 provided the interest rate in effect as of December 31, 2017. As of December 31, 2017, all of our LIBOR loans were indexed to the 90-day LIBOR rate at 1.69%, except for those loans as indicated in Notes 16 and 17 below.
(3)
Loan includes interest rate floor feature.
(4)
Denotes that all or a portion of the assets are owned by the Company’s wholly owned subsidiary, TCG BDC SPV LLC (the “SPV”). The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the Company or Carlyle GMS Finance MM CLO 2015-1 LLC (the “2015-1 Issuer”).
(5)
Denotes that all or a portion of the assets are owned by the Company. The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility” and, together with the SPV Credit Facility, the “Facilities”). 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 the SPV or the 2015-1 Issuer.
(6)
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.
(7)
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 mezzanine loan was determined using significant unobservable inputs.
(8)
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.
(9)
Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(10)
Loan was on non-accrual status as of December 31, 2017.
(11)
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.
(12)
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: Dimensional Dental Management, LLC (4.58%), EIP Merger Sub, LLC (Evolve IP) (3.97%), Legacy.com Inc. (4.11%), Payment Alliance International, Inc. (2.70%), Prime Risk Partners, Inc. (3.32%), Product Quest Manufacturing, LLC (3.54%), Reliant Pro Rehab (nil), Surgical Information Systems, LLC (1.01%) and The Hilb Group, LLC (3.38%). 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.
(13)
Denotes that all or a portion of the assets are owned by the 2015-1 Issuer and secure the notes issued in connection with a $400,000 term debt securitization completed by the Company on June 26, 2015 (the “2015-1 Debt Securitization”, see Note 7, 2015-1 Notes). Accordingly, such assets are not available to the creditors of the SPV or the Company.


15




TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2017
(dollar amounts in thousands)

(14)
As of December 31, 2017, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Type
 
Unused Fee
 
Par/ Principal Amount
 
Fair Value
Achilles Acquisition LLC
Delayed Draw
 
1.00%
 
$
2,051

 
$
(18
)
Advanced Instruments, LLC
Revolver
 
0.50
 
1,167

 

AMS Group HoldCo, LLC
Delayed Draw
 
1.00
 
5,491

 

AMS Group HoldCo, LLC
Revolver
 
0.50
 
2,315

 

Captive Resources Midco, LLC
Delayed Draw
 
1.25
 
3,571

 
(11
)
Captive Resources Midco, LLC
Revolver
 
0.50
 
2,143

 
(7
)
CIP Revolution Holdings, LLC
Revolver
 
0.50
 
1,331

 
(5
)
Continuum Managed Services HoldCo, LLC
Delayed Draw
 
1.00
 
1,917

 
25

Continuum Managed Services HoldCo, LLC
Revolver
 
0.50
 
2,500

 
32

Datto, Inc.
Revolver
 
0.50
 
726

 
4

DermaRite Industries LLC
Revolver
 
0.50
 
3,848

 
(28
)
Derm Growth Partners III, LLC (Dermatology Associates)
Revolver
 
0.50
 
2,420

 
(10
)
Dimensional Dental Management, LLC
Delayed Draw
 
1.00
 
9,584

 
(35
)
Direct Travel, Inc.
Delayed Draw
 
1.00
 
4,118

 
7

Frontline Technologies Holdings, LLC
Delayed Draw
 
1.00
 
7,705

 
(6
)
FWR Holding Corporation
Delayed Draw
 
1.00
 
9,333

 
(111
)
FWR Holding Corporation
Revolver
 
0.50
 
3,889

 
(46
)
Global Franchise Group, LLC
Revolver
 
0.50
 
495

 

National Technical Systems, Inc.
Revolver
 
0.50
 
2,500

 
(161
)
NMI AcquisitionCo, Inc.
Revolver
 
0.50
 
1,280

 
(4
)
OnCourse Learning Corporation
Revolver
 
0.50
 
1,324

 
(6
)
Pathway Partners Vet Management Company LLC
Delayed Draw
 
1.00
 
3,410

 
(3
)
Prime Risk Partners, Inc.
Delayed Draw
 
0.50
 
768

 
4

Prime Risk Partners, Inc.
Delayed Draw
 
0.50
 
9,562

 
163

PMG Acquisition Corporation
Revolver
 
0.50
 
2,356

 
9

Product Quest Manufacturing, LLC
Revolver
 
0.50
 
3,229

 

Smile Doctors, LLC
Delayed Draw
 
1.00
 
6,345

 
(26
)
Smile Doctors, LLC
Revolver
 
0.50
 
827

 
(3
)
Superior Health Linens, LLC
Revolver
 
0.50
 
2,617

 
(4
)
T2 Systems, Inc.
Revolver
 
0.50
 
1,760

 
(26
)
The Hilb Group, LLC
Delayed Draw
 
1.00
 
3,594

 
(36
)
TwentyEighty, Inc. (f/k/a Miller Heiman, Inc.)
Revolver
 
0.50
 
607

 
(20
)
Vetcor Professional Practices, LLC
Delayed Draw
 
1.00
 
8,248

 
(31
)
VRC Companies, LLC
Delayed Draw
 
0.75
 
3,294

 
(8
)
VRC Companies, LLC
Revolver
 
0.50
 
401

 
(1
)
Zenith Merger Sub, Inc.
Revolver
 
0.50
 
1,648

 
(9
)
Total unfunded commitments
 
 
 
 
$
118,374

 
$
(371
)
(16)
As of December 31, 2017, this LIBOR loan was indexed to the 30-day LIBOR rate at 1.56%.
(17)
As of December 31, 2017, this LIBOR loan was indexed to the 180-day LIBOR rate at 1.84%.
(18)
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.

16




TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2017
(dollar amounts in thousands)
As of December 31, 2017, investments at fair value consisted of the following:
Type
 
Amortized Cost
 
Fair Value
 
% of Fair Value
First Lien Debt (excluding First Lien/Last Out)
 
$
1,295,406

 
$
1,293,641

 
65.75
%
First Lien/Last Out Unitranche
 
246,925

 
237,635

 
12.08

Second Lien Debt
 
242,887

 
246,233

 
12.51

Equity Investments
 
13,543

 
17,506

 
0.89

Investment Fund
 
172,251

 
172,516

 
8.77

Total
 
$
1,971,012

 
$
1,967,531

 
100.00
%
The rate type of debt investments at fair value as of December 31, 2017 was as follows:
Rate Type
 
Amortized Cost
 
Fair Value
 
% of Fair Value of First and Second Lien Debt
Floating Rate
 
$
1,772,810

 
$
1,765,818

 
99.34
%
Fixed Rate
 
12,408

 
11,691

 
0.66

Total
 
$
1,785,218

 
$
1,777,509

 
100.00
%
The industry composition of investments at fair value as of December 31, 2017 was as follows:
Industry
 
Amortized Cost
 
Fair Value
 
% of Fair Value
Aerospace & Defense
 
$
63,119

 
$
62,466

 
3.17
%
Automotive
 
10,112

 
10,916

 
0.55

Banking, Finance, Insurance & Real Estate
 
171,272

 
173,935

 
8.84

Beverage, Food & Tobacco
 
49,870

 
50,566

 
2.57

Business Services
 
177,862

 
178,985

 
9.10

Capital Equipment
 
40,115

 
40,757

 
2.07

Chemicals, Plastics & Rubber
 
32,302

 
32,818

 
1.67

Construction & Building
 
24,373

 
24,595

 
1.25

Consumer Services
 
120,327

 
121,147

 
6.16

Containers, Packaging & Glass
 
46,509

 
33,635

 
1.71

Durable Consumer Goods
 
57,948

 
59,490

 
3.02

Energy: Electricity
 
43,004

 
42,387

 
2.15

Energy: Oil & Gas
 
15,439