Document



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

FORM 8-K

 CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2019

TCG BDC, INC.
(Exact name of registrant as specified in charter)

Maryland
 
814-00995
 
80-0789789
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
520 Madison Avenue, 40th Floor, New York, New York
 
10022
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (212) 813-4900 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





Item 2.02 – Results of Operations and Financial Condition.
On February 26, 2019, TCG BDC, Inc. (the “Company”) issued a press release announcing its fourth quarter 2018 financial results and a detailed earnings presentation. Copies of the press release and the earnings presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01 – Regulation FD Disclosure.
On February 26, 2019, the Company issued a press release, included herewith as Exhibit 99.1, announcing its fourth quarter 2018 financial results and the declaration of a first quarter 2019 dividend of $0.37 per share, payable on April 17, 2019 to stockholders of record as of March 29, 2019.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any filing made under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 – Financial Statements and Exhibits.
 
Exhibits 99.1 and 99.2 shall be deemed furnished herewith.

(d)
Exhibits:
Exhibit Number
  
Description
 
 
  
 






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 hereunto duly authorized.
 
 
 
 
 
 
 
 
 
TCG BDC, INC.
 
 
 
 
(Registrant)
 
 
 
 
 
Dated: February 26, 2019
 
By:
 
/s/ Thomas M. Hennigan
 
 
 
 
Name: Thomas M. Hennigan
 
 
 
 
Title: Chief Financial Officer



Exhibit


Exhibit 99.1


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For Immediate Release
February 26, 2019

TCG BDC, Inc. Announces Fourth Quarter 2018 Financial Results and Declares First Quarter 2019 Dividend of $0.37 Per Share

New York - TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) (NASDAQ: CGBD) today announced its financial results for its fourth quarter ended December 31, 2018.

Selected Financial Highlights
(dollar amounts in thousands, except per share data)
December 31, 2018
 
September 30, 2018
Total investments, at fair value
$
1,972,157

 
$
2,018,998

Total assets
2,084,743

 
2,147,841

Total debt
960,678

 
1,000,207

Total net assets
$
1,063,218

 
$
1,104,742

Net assets per share
$
17.09

 
$
17.66

 
 
For the three month periods ended
 
 
December 31, 2018
 
September 30, 2018
Total investment income
 
$
56,311

 
$
51,280

Net investment income (loss)
 
29,411

 
25,685

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
 
(30,571
)
 
(19,605
)
Net increase (decrease) in net assets resulting from operations
 
$
(1,160
)
 
$
6,080

 
 
 
 
 
Basic and diluted per weighted-average common share:
 
 
 
 
Net investment income (loss)
 
$
0.47

 
$
0.41

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
 
(0.49
)
 
(0.31
)
Net increase (decrease) in net assets resulting from operations
 
$
(0.02
)
 
$
0.10

Weighted-average shares of common stock outstanding—Basic and Diluted
 
62,496,338

 
62,568,651

Dividends declared per common share
 
$
0.57

 
$
0.37


Fourth Quarter 2018 Highlights
(dollar amounts in thousands, except per share data)

During the three month period ended December 31, 2018, the Company repurchased 338,408 shares of the Company's common stock pursuant to the Company’s previously announced $100 million stock repurchase program at an average cost of $14.36 per share, or $4.9 million in the aggregate, resulting in accretion to net assets per share of $0.02. The program is expected to be in effect until November 5, 2019, or until the approved dollar amount has been used to repurchase shares;
On February 22, 2019, our Board of Directors declared a quarterly dividend of $0.37 per share, which is payable on April 17, 2019 to stockholders of record as of March 29, 2019;
Net investment income for the three month period ended December 31, 2018 was $29,411, or $0.47 per share, as compared to $25,685, or $0.41 per share, for the three month period ended September 30, 2018;

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Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments for the three month period ended December 31, 2018 was $(30,571), or $(0.49) per share, primarily driven by an increase in market yields, as compared to $(19,605), or $(0.31) per share, for the three month period ended September 30, 2018; and
Net increase (decrease) in net assets resulting from operations for the three month period ended December 31, 2018 was $(1,160), or $(0.02) per share, as compared to $6,080, or $0.10 per share, for the three month period ended September 30, 2018.

Portfolio and Investment Activity
(dollar amounts in thousands, except per share data, unless otherwise noted)

As of December 31, 2018, the fair value of our investments was approximately $1,972,157, comprised of 119 investments in 96 portfolio companies/investment fund across 27 industries with 57 sponsors. This compares to the Company’s portfolio as of September 30, 2018, as of which date the fair value of our investments was approximately $2,018,998, comprised of 116 investments in 94 portfolio companies/investment fund across 27 industries with 57 sponsors.
As of December 31, 2018 and September 30, 2018, investments consisted of the following:
 
December 31, 2018
 
September 30, 2018
 Type—% of Fair Value
Fair Value
 
% of Fair Value
 
Fair Value
 
% of Fair Value
First Lien Debt (excluding First Lien/Last Out)
$
1,343,422

 
68.12
%
 
$
1,402,279

 
69.46
%
First Lien/Last Out Unitranche
202,849

 
10.29

 
199,350

 
9.87

Second Lien Debt
178,958

 
9.07

 
170,657

 
8.45

Equity Investments
24,633

 
1.25

 
23,308

 
1.15

Investment Fund
222,295

 
11.27

 
223,404

 
11.07

Total
$
1,972,157

 
100.00
%
 
$
2,018,998

 
100.00
%

The following table shows our investment activity for the three month period ended December 31, 2018:
 
Funded
 
Sold/Repaid
Principal amount of investments:
Amount
 
% of Total
 
Amount
 
% of Total
First Lien Debt (excluding First Lien/Last Out)
$
169,446

 
51.64
%
 
$
(209,053
)
 
60.87
%
First Lien/Last Out Unitranche
7,014

 
2.14

 
(339
)
 
0.10

Second Lien Debt
88,993

 
27.12

 
(78,028
)
 
22.72

Equity Investments
659

 
0.20

 

 

Investment Fund
62,000

 
18.90

 
(56,000
)
 
16.31

Total
$
328,112

 
100.00
%
 
$
(343,420
)
 
100.00
%

Overall, total investments at fair value decreased by 2.3%, or $46,841, during the three month period ended December 31, 2018 after factoring in repayments, sales, net fundings on revolvers and delayed draws and net change in unrealized appreciation (depreciation).

Total investments at fair value held by Middle Market Credit Fund, LLC (“Credit Fund”), which is not consolidated with the Company, decreased by 2.1%, or $24,924, during the three month period ended December 31, 2018 after factoring in repayments, sales, net fundings on revolvers and delayed draws and net change in unrealized appreciation (depreciation). As of December 31, 2018, Credit Fund had total investments at fair value of $1,173,508, which comprised 99.9% of first lien senior secured loans and 0.1% of second lien senior secured loans at fair value. As of December 31, 2018, on a fair value basis, approximately 0.1% of Credit Fund’s investments bear interest at a fixed rate and approximately 99.9% of Credit Fund’s investments bear interest at a floating rate, which primarily are subject to interest rate floors.

As of December 31, 2018, the weighted average yields for our first and second lien debt investments on an amortized cost basis were 9.38% and 11.04%, respectively, with a total weighted average yield of 9.54%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2018. As of December 31, 2018, on a fair value basis, approximately 0.8% of our debt investments bear interest at a fixed rate and approximately 99.2% of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors.

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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 the following categories, which we refer to as “Internal Risk Ratings”:
Internal Risk Ratings Definitions
Rating
  
Definition
1
  
Performing—Low Risk: Borrower is operating more than 10% ahead of the base case.
 
 
2
  
Performing—Stable Risk: Borrower is operating within 10% of the base case (above or below). This is the initial rating assigned to all new borrowers.
 
 
3
  
Performing—Management Notice: Borrower is operating more than 10% below the base case. A financial covenant default may have occurred, but there is a low risk of payment default.
 
 
4
  
Watch List: Borrower is operating more than 20% below the base case and there is a high risk of covenant default, or it may have already occurred. Payments are current although subject to greater uncertainty, and there is moderate to high risk of payment default.
 
 
5
  
Watch List—Possible Loss: Borrower is operating more than 30% below the base case. At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have occurred. Loss of principal is possible.
 
 
6
  
Watch List—Probable Loss: Borrower is operating more than 40% below the base case, and at the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Additionally, the prospects for improvement in the borrower’s situation are sufficiently negative that impairment of some or all principal is probable.
Our Investment Adviser’s risk rating model is based on evaluating portfolio company performance in comparison to the base case when considering certain credit metrics including, but not limited to, adjusted EBITDA and net senior leverage as well as specific events including, but not limited to, default and impairment.
Our Investment Adviser monitors and, when appropriate, changes the investment ratings assigned to each debt investment in our portfolio. In connection with our quarterly valuation process, our Investment Adviser reviews our investment ratings on a regular basis. The following table summarizes the Internal Risk Ratings of our debt portfolio as of December 31, 2018 and September 30, 2018:
 
December 31, 2018
 
September 30, 2018
 
Fair Value
 
% of Fair Value
 
Fair Value
 
% of Fair Value
(dollar amounts in millions)
 
 
 
 
 
 
 
Internal Risk Rating 1
$
71.0

 
4.12
%
 
$
104.7

 
5.91
%
Internal Risk Rating 2
1,302.9

 
75.52

 
1,298.0

 
73.24

Internal Risk Rating 3
208.4

 
12.08

 
224.7

 
12.68

Internal Risk Rating 4
105.1

 
6.09

 
119.1

 
6.72

Internal Risk Rating 5
23.5

 
1.36

 
9.4

 
0.53

Internal Risk Rating 6
14.3

 
0.83

 
16.4

 
0.92

Total
$
1,725.2

 
100.00
%
 
$
1,772.3

 
100.00
%

As of December 31, 2018 and September 30, 2018, the weighted average Internal Risk Rating of our debt investment portfolio was 2.3.

Consolidated Results of Operations
(dollar amounts in thousands, except per share data)

Total investment income for the three month periods ended December 31, 2018 and September 30, 2018 was $56,311 and $51,280, respectively. This $5,031 net increase was primarily due to an increase in interest income and other income from our debt portfolio from prepayments and an increase in LIBOR and an increase in interest income from Credit Fund during the three month period ended December 31, 2018.


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Total expenses for the three month periods ended December 31, 2018 and September 30, 2018 were $26,900 and $25,595, respectively. This $1,305 net increase during the three month period ended December 31, 2018 was primarily attributable to an increase in interest expense as a result of an increase in LIBOR and an increase in incentive fees.

During the three month period ended December 31, 2018, the Company recorded a net realized gain and change in unrealized depreciation of $(30,571). This was primarily driven by an increase in market yields.

Liquidity and Capital Resources
(dollar amounts in thousands, except per share data)

As of December 31, 2018, the Company had cash and cash equivalents of $87,186, notes payable (before debt issuance costs) of $449,200, and secured borrowings outstanding of $514,635. As of December 31, 2018, the Company had $298,365 of remaining unfunded commitments and $125,047 available for additional borrowings under its revolving credit facilities, subject to leverage and borrowing base restrictions.

Dividend

On February 22, 2019, our Board of Directors declared a quarterly dividend of $0.37 per share, which is payable on April 17, 2019 to stockholders of record as of March 29, 2019.

Conference Call

The Company will host a conference call at 9:30 a.m. EST on Wednesday, February 27, 2019 to discuss these quarterly financial results. The call and webcast will be available on the TCG BDC website at tcgbdc.com. The call may be accessed by dialing +1 (866) 394-4623 (U.S.) or +1 (409) 350-3158 (international) and referencing “TCG BDC Financial Results Call.” The conference call will be webcast simultaneously via a link on TCG BDC’s website and an archived replay of the webcast also will be available on the website soon after the live call for 21 days.

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TCG BDC, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollar amounts in thousands, except per share data)
 
December 31, 2018
 
September 30, 2018
 
(unaudited)
 
(unaudited)
ASSETS
 
 
 
Investments, at fair value
 
 
 
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,799,751 and $1,820,646, respectively)
$
1,731,319

 
$
1,781,621

Investments—non-controlled/affiliated, at fair value (amortized cost of $13,839 and $13,595, respectively)
18,543

 
13,973

Investments—controlled/affiliated, at fair value (amortized cost of $230,001 and $224,001, respectively)
222,295

 
223,404

Total investments, at fair value (amortized cost of $2,043,591 and $2,058,242, respectively)
1,972,157

 
2,018,998

Cash and cash equivalents
87,186

 
112,911

Receivable for investment sold
8,060

 

Deferred financing costs
3,950

 
4,126

Interest receivable from non-controlled/non-affiliated investments
5,853

 
4,895

Interest receivable from non-controlled/affiliated investments
3

 
10

Interest and dividend receivable from controlled/affiliated investments
7,405

 
6,881

Prepaid expenses and other assets
129

 
20

Total assets
$
2,084,743

 
$
2,147,841

LIABILITIES
 
 
 
Secured borrowings
$
514,635

 
$
554,299

Notes payable, net of unamortized debt issuance costs of $3,157 and $3,292, respectively
446,043

 
445,908

Payable for investments purchased
1,870

 

Due to Investment Adviser
236

 
131

Interest and credit facility fees payable
7,500

 
4,478

Dividend payable
35,497

 
23,150

Base management and incentive fees payable
13,834

 
12,992

Administrative service fees payable
94

 
116

Other accrued expenses and liabilities
1,816

 
2,025

Total liabilities
1,021,525

 
1,043,099

 
 
 
 
NET ASSETS
 
 
 
Common stock, $0.01 par value; 200,000,000 shares authorized; 62,230,251 and 62,568,651 shares issued and outstanding at December 31, 2018 and September 30, 2018, respectively
622

 
626

Paid-in capital in excess of par value
1,174,334

 
1,179,432

Offering costs
(1,633
)
 
(1,633
)
Total distributable earnings (loss)
(110,105
)
 
(73,683
)
Total net assets
$
1,063,218

 
$
1,104,742

NET ASSETS PER SHARE
$
17.09

 
$
17.66



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TCG BDC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share data)
(unaudited)
 
 
For the three month periods ended
 
 
December 31, 2018
 
September 30, 2018
Investment income:
 
 
 
 
From non-controlled/non-affiliated investments:
 
 
 
 
Interest income
 
$
45,500

 
$
41,736

Other income
 
2,724

 
1,925

Total investment income from non-controlled/non-affiliated investments
 
48,224

 
43,661

From non-controlled/affiliated investments:
 
 
 
 
Interest income
 
377

 
418

Total investment income from non-controlled/affiliated investments
 
377

 
418

From controlled/affiliated investments:
 
 
 
 
Interest income
 
4,010

 
3,401

Dividend income
 
3,700

 
3,800

Total investment income from controlled/affiliated investments
 
7,710

 
7,201

Total investment income
 
56,311

 
51,280

Expenses:
 
 
 
 
Base management fees
 
7,595

 
7,543

Incentive fees
 
6,239

 
5,449

Professional fees
 
814

 
869

Administrative service fees
 
151

 
179

Interest expense
 
10,905

 
10,372

Credit facility fees
 
606

 
583

Directors’ fees and expenses
 
87

 
92

Other general and administrative
 
343

 
478

Total expenses
 
26,740

 
25,565

Net investment income (loss) before taxes
 
29,571

 
25,715

Excise tax expense
 
160

 
30

Net investment income (loss)
 
29,411

 
25,685

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments:
 
 
 
 
Net realized gain (loss) from:
 
 
 
 
Non-controlled/non-affiliated investments
 
1,619

 
(4,633
)
Net change in unrealized appreciation (depreciation):
 
 
 
 
Non-controlled/non-affiliated
 
(29,407
)
 
(14,795
)
Non-controlled/affiliated
 
4,326

 
(76
)
Controlled/affiliated
 
(7,109
)
 
(101
)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
 
(30,571
)
 
(19,605
)
Net increase (decrease) in net assets resulting from operations
 
$
(1,160
)
 
$
6,080

Basic and diluted earnings per common share
 
$
(0.02
)
 
$
0.10

Weighted-average shares of common stock outstanding—Basic and Diluted
 
62,496,338

 
62,568,651



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About TCG BDC, Inc.
TCG BDC is an externally managed specialty finance company focused on lending to middle-market companies. TCG BDC is managed by Carlyle Global Credit Investment Management L.L.C., an SEC-registered investment adviser and a wholly owned subsidiary of The Carlyle Group L.P. Since it commenced investment operations in May 2013 through December 31, 2018, TCG BDC has invested approximately $4.6 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. TCG BDC’s investment objective is to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies. TCG BDC has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.

Web: tcgbdc.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology 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. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. There may be events in the future, however, that we are not able to predict accurately or control. You should not place undue reliance on these forward-looking statements, which speak only as of the date on which we make it. Factors or events that could cause our actual results to differ, possibly materially from our expectations, include, but are not limited to, the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in filings we make with the Securities and Exchange Commission, and it is not possible for us to predict or identify all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:
Investors:
Media:
Daniel Harris
Elizabeth Gill
+1-212-813-4527
daniel.harris@carlyle.com
+1-202-729-5385
elizabeth.gill@carlyle.com


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