Document


As filed with the U.S. Securities and Exchange Commission on April 13, 2020
Registration No. 333-___________

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

FORM N-2
REGISTRATION STATEMENT

x Registration Statement under the Securities Act of 1933
¨ Pre-Effective Amendment No. 2
¨ Post-Effective Amendment No.

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

520 Madison Avenue, 40th Floor
New York, NY 10022
(Address of Principal Executive Offices)
(212) 813-4900
(Registrant’s Telephone Number, including Area Code)
Linda Pace
TCG BDC, Inc.
520 Madison Avenue, 40th Floor
New York, New York 10022
(Name and Address of Agent for Service)

Copies of information to:
William G. Farrar, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
(212) 558-3588
 
 

Approximate date of proposed public offering: From time to time after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with dividend or interest reinvestment plans, check the following box:  ☒
It is proposed that this filing will become effective (check appropriate box):
when declared effective pursuant to section 8(c)
If appropriate, check the following box:
This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].




This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration number of the earlier effective registration statement for the same offering is ____________.


CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities Being Registered
Amount Being
Registered
Proposed Maximum
Offering Price
Per Unit
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration
Fee
Common Stock, $0.01 par value per share(2)(3)
 
 
 
 
Preferred Stock, $0.01 par value per share(2)(3)
 
 
 
 
Subscription Rights(2)
 
 
 
 
Warrants(4)
 
 
 
 
Debt Securities(3)(5)
 
 
 
 
Units(6)
 
 
 
 
Total
 
 
$500,000,000 (1) (7)
$64,900 (8)

(1)
Estimated pursuant to Rule 457(o) solely for the purpose of determining the registration fee. The proposed maximum offering price per security will be determined from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this registration statement.
(2)
Subject to Note 7 below, there is being registered hereunder an indeterminate number of shares of common stock or preferred stock, or subscription rights to purchase shares of common stock as may be sold, from time to time separately or as units in combination with other securities registered hereunder.
(3)
Includes such indeterminate number of shares of common stock, preferred stock or debt securities as may, from time to time, be issued upon conversion or exchange of other securities registered hereunder, to the extent any such securities are, by their terms, convertible or exchangeable for common stock.
(4)
Subject to Note 7 below, there is being registered hereunder an indeterminate number of warrants as may be sold, from time to time separately or as units in combination with other securities registered hereunder, representing rights to purchase common stock, preferred stock or debt securities.
(5)
Subject to Note 7 below, there is being registered hereunder an indeterminate principal amount of debt securities as may be sold, from time to time separately or as units in combination with other securities registered hereunder. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $500,000,000.
(6)
Subject to Note 7 below, there is being registered hereunder an indeterminate number of units. Each unit may consist of a combination of any one or more of the securities being registered hereunder and may also include securities issued by third parties, including the U.S. Treasury.
(7)
In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement by the Registrant exceed $500,000,000.
(8)     Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is carrying forward to this registration statement $500,000,000 in aggregate offering price of unsold securities that the registrant previously registered on Registration Statement File No. 333-222096 initially filed on December 15, 2017 (the “Prior Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee of $73,983.19 previously paid in connection with such unsold securities will continue to be applied to such unsold securities. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. No sales occurred under the Prior Registration Statement.


EXPLANATORY NOTE
We have filed this registration statement using the “shelf” registration process as a “well-known seasoned issuer” in reliance on the Small Business Credit Availability Act, or the SBCAA. In accordance with Section 3(c) of the SBCAA, we have treated the amendments promulgated in the SBCAA as having been completed in accordance with the actions required to be taken by the Securities and Exchange Commission, or the SEC. Furthermore, we are a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. As such, pursuant to the SBCAA, this registration statement shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act. In addition, certain items required by Form N-2 have been incorporated by reference into the prospectus through documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated or deemed incorporated by reference into the prospectus that is part of this registration statement.







$500,000,000
https://cdn.kscope.io/27cf5ed4861031ea62e900cfa51367a4-sc15192069v3tcgbdcn24_image1.jpg

TCG BDC, INC.
Common Stock
Preferred Stock
Debt Securities
Subscription Rights
Warrants
Units



We are an externally managed specialty finance company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended. Our investment objective is to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies, which we define as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization. We seek to achieve this investment objective by investing primarily in first lien senior secured loans and second lien senior secured loans.
As of December 31, 2019, our investment portfolio consisted of 136 investments in 112 portfolio companies with an aggregate fair value of $2,124 million.
We are managed by Carlyle Global Credit Investment Management L.L.C., an investment adviser registered under the Investment Advisers Act of 1940, as amended. Carlyle Global Credit Administration L.L.C. provides the administrative services necessary for us to operate. Both Carlyle Global Credit Investment Management L.L.C. and Carlyle Global Credit Administration L.L.C. are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of The Carlyle Group Inc. (formerly, The Carlyle Group L.P.). The Carlyle Group Inc. is a global alternative asset manager with more than $224 billion of assets under management as of December 31, 2019.
We may offer, from time to time, in one or more offerings or series, up to $500,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, which we refer to, collectively, as the “securities.” The preferred stock, debt securities, subscription rights and warrants (including as part of a unit) offered hereby may be convertible or exchangeable into shares of our common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus.
In the event we offer our common stock, the offering price per share of our common stock exclusive of any underwriting commissions or discounts will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our voting securities and approval of our Board of Directors or (3) under such circumstances as the United States Securities and Exchange Commission, or the SEC, may permit.
The securities may be offered directly to one or more purchasers, including existing stockholders pursuant to subscriptions rights, or through agents designated from time to time by us, or to or through underwriters or dealers. Each prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of the securities, and will disclose any applicable purchase price, fee, discount or commissions arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution.” We may not sell any of the securities pursuant to this registration statement through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of such securities.
Our common stock is traded on The NASDAQ Global Select Market under the symbol “CGBD.” On April 9, 2020 the last reported sales price of our common stock on The Nasdaq Global Select Market was $6.17 per share. The NAV per share of our common stock at December 31, 2019 (the last date prior to the date of this prospectus on which we determined NAV per share) was $16.56.
Shares of closed-end investment companies, including BDCs, that are listed on an exchange frequently trade at a discount to their NAV per share. If our shares trade at a discount to our NAV per share, it may increase the risk of loss for purchasers in any offerings pursuant to this prospectus and any accompanying prospectus supplements.
This prospectus and any accompanying prospectus supplements and any related free writing prospectus, including the documents incorporated by reference herein or therein, contain important information you should know before investing in our securities. Please read this prospectus and any accompanying prospectus supplements and any related free writing prospectus, including the documents incorporated by reference herein or therein, before




you invest and keep each for future reference. Information required to be included in a Statement of Additional Information may be found in this prospectus and an accompanying prospectus supplement, as applicable. We also file annual, quarterly and current reports, proxy statements and other information about us with the SEC. You may obtain this information or make stockholder inquiries by written or oral request and free of charge by contacting us by mail at our principal executive offices located at 520 Madison Avenue, 40th Floor, New York, NY 10022, on our website at www.tcgbdc.com, or by calling us at (212) 813-4900. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be a part of this prospectus. The SEC also maintains a website at http://www.sec.gov that contains this information.
Investing in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highly speculative. Before buying any securities, you should read the discussion of the material risks of investing in our securities that are described in the “Risk Factors” section beginning on page 13 of this prospectus and in the documents incorporated by reference herein, as well as in the applicable prospectus supplement and in any related free writing prospectus that we have authorized for use in connection with a specific offering, and under similar headings in other documents that are incorporated by reference into this prospectus.
We invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which are often referred to as “junk” or “high yield,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and illiquid.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

The date of this prospectus is April 13, 2020.






INDEX

You should rely only on the information contained or incorporated by reference in this prospectus, any accompanying prospectus supplements or any free writing prospectus prepared by us or on our behalf or to which we have referred you. We have not authorized any other person to provide you with different information or to make any representations not contained in this prospectus, any accompanying prospectus supplements or any free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume the information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate after their respective dates. Our business, financial condition, results of operations and prospects may have changed since that date.





TRADEMARKS
This prospectus contains trademarks and service marks owned by Carlyle (as defined below). This prospectus may also contain trademarks and service marks owned by third parties.





ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission, using the “shelf” registration process. Under the shelf registration process, which includes a delayed offering in reliance on Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), we may offer, from time to time, in one or more offerings or series, up to $500,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, on terms to be determined at the time of the offering.

The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read this prospectus and any accompanying prospectus supplements, including any information incorporated herein by reference, together with any exhibits and the additional information described under the headings “Additional Information” and “Risk Factors” and in the documents we have referred you to in “Information Incorporated by Reference” before you make an investment decision.






SUMMARY
This summary highlights some of the information contained elsewhere in this prospectus. This summary is not complete and may not contain all of the information that you should consider before investing in the securities offered by this prospectus and the accompanying prospectus supplement. You should review the more detailed information contained in this prospectus and the accompanying prospectus supplement, especially the information set forth under the heading “Risk Factors” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus, the accompanying prospectus supplement and the documents incorporated by reference herein.
Unless indicated otherwise in this prospectus or the context suggests otherwise:
the terms “we,” “us,” “our,” “TCG BDC” and “Company” refer to TCG BDC, Inc., a Maryland corporation and its consolidated subsidiaries;
the term “SPV” refers to TCG BDC SPV LLC, our wholly owned and consolidated subsidiary;
the term “2015-1 Issuer” refers to Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC), our wholly owned and consolidated subsidiary;
the term “Carlyle” refers to The Carlyle Group Inc. (formerly known as The Carlyle Group L.P.) (NASDAQ: CG) and its affiliates and consolidated subsidiaries (other than portfolio companies of its affiliated funds);
the term “CDL” refers to the Carlyle Direct Lending platform, which is Carlyle’s direct lending business unit that operates within the broader Carlyle Global Credit (“CGC”) segment;
the terms “CGCA” and “Administrator” refer to Carlyle Global Credit Administration L.L.C., our administrator, a wholly owned and consolidated subsidiary of Carlyle;
the terms “CGCIM” and “Investment Adviser” refer to Carlyle Global Credit Investment Management L.L.C., our investment adviser, a wholly owned and consolidated subsidiary of Carlyle; and
the term “Credit Fund” refers to Middle Market Credit Fund, LLC, an unconsolidated limited liability company, in which we own a 50% economic interest and co-manage with Credit Partners USA LLC, and its wholly owned and consolidated subsidiary.
We have elected to be regulated as a business development company, or a “BDC,” under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, for U.S. federal income tax purposes, we have elected to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended (together, with the rules and regulations promulgated thereunder, the “Code”).

1



TCG BDC, Inc.
We are an externally managed specialty finance company whose primary focus is making directly originated loans to middle market companies. We are managed by our Investment Adviser, a wholly owned subsidiary of Carlyle. We commenced investment operations in May 2013 and closed our initial public offering (“IPO”) in June 2017.
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 earnings before interest, taxes, depreciation and amortization, 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 originations of secured debt, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with the balance of our assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities).
We invest primarily in loans to middle market companies whose debt, if rated, is rated below investment grade, and, if not rated, would likely be rated below investment grade if it were rated (that is, 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. See “Risk Factors-Risks Related to Our Investments-Our investments are risky and speculative” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 25, 2020 (the “2019 Annual Report”).
We generate revenues primarily in the form of interest income from the 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.
In conducting our investment activities, we believe that we benefit from the significant scale and resources of Carlyle, including our Investment Adviser and its affiliates.
Formation Transactions and Corporate Structure
We were formed in February 2012 as a Maryland corporation structured as an externally managed, non-diversified closed-end investment company. On May 2, 2013, we elected to be regulated as a BDC under the Investment Company Act and commenced substantial investment operations upon the completion of our initial closing of equity capital commitments. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC under the Code commencing with our taxable year ended December 31, 2013.
Effective on March 15, 2017, we changed our name from “Carlyle GMS Finance, Inc.” to “TCG BDC, Inc.”
Our Investment Adviser
Our investment activities are managed by our Investment Adviser. The principal executive offices of our Investment Adviser are located at 520 Madison Avenue, 40th Floor, New York, NY 10022, with additional offices in Chicago, Boston and Los Angeles. Our Investment Adviser is responsible for sourcing potential investments, conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring our investments and monitoring our investments on an ongoing basis.
Our Administrator
CGCA, a Delaware limited liability company, serves as our Administrator. Pursuant to an administration agreement between us and the Administrator (the “Administration Agreement”), our Administrator provides services to us and we reimburse our Administrator for its costs and expenses and our allocable portion of overhead incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the compensation of certain of our officers and staff. In addition, our Administrator has entered into a sub-administration agreement with The Carlyle Group Employee Co., L.L.C. (the “Carlyle Sub-Administration Agreement”), which provides our Administrator with access to personnel. Our Administrator has also entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and such agreement, the “State Street Sub-Administration Agreement”), pursuant to which State Street provides for certain administrative and professional services. State Street also serves as our custodian.

2



Carlyle
Our Investment Adviser and Administrator are affiliates of Carlyle. Carlyle is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With $224 billion of assets under management (“AUM”) as of December 31, 2019, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 1,775 employees, including 671 investment professionals in 32 offices across six continents, and serves more than 2,600 active carry fund investors from 94 countries.
Summary of Risk Factors
Potential investors should be aware that an investment in our securities involves risk. We cannot assure you that our objectives will be achieved or guarantee a return on invested capital. In addition, there will be occasions when the Investment Adviser and its affiliates may encounter potential conflicts of interest. See “Risk Factors” beginning on page 13 in this prospectus and in our 2019 Annual Report, as well as the other documents that are incorporated by reference herein or in any prospectus supplement, for a description of these and other risks relating to our business and investments in our securities.
Corporate Information
Our principal executive offices are located at 520 Madison Ave., 40th Floor, New York, New York 10022 and our telephone number is (212) 813-4900. We maintain a website located at www.tcgbdc.com. Information on our website is not incorporated into or a part of this prospectus.


3



OFFERINGS

We may offer, from time to time, in one or more offerings or series, of our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, on terms to be determined at the time of the offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus. The offering price per share of our common stock, less any underwriting commissions or discounts, generally will not be less than the NAV per share of our common stock at the time of an offering. See “Risk Factors-Risks Related to Offerings Pursuant to this Prospectus.”
We may offer our securities directly to one or more purchasers, including existing stockholders in a rights offering, through agents that we designate from time to time or to or through underwriters or dealers. The prospectus supplement relating to each offering will identify any agents or underwriters involved in the sale of our securities, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution.” We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our securities.
Set forth below is additional information regarding offerings of our securities:
Use of proceeds
Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities pursuant to this prospectus for general corporate purposes, which may include, among other things: (i) investing in portfolio companies in accordance with our investment objective and (ii) repaying or repurchasing outstanding indebtedness, which may include indebtedness under (a) the Company’s senior secured revolving credit facility (as amended, the “Credit Facility”) and (b) the SPV’s senior secured revolving credit facility (as amended, the “SPV Credit Facility” and, together with the Credit Facility, the “Facilities”), and, if specified in the prospectus supplement, we may use such net proceeds for acquisitions. See “Use of Proceeds.”
 
 
The Nasdaq Global Select Market symbol
“CGBD”
 
 
Distributions
To the extent we have taxable income, we intend to continue to pay quarterly distributions to our stockholders out of assets legally available for distribution. Future quarterly distributions, if any, will be determined by our Board of Directors (the “Board”). All future distributions will be subject to lawfully available funds therefor, and no assurance can be given that we will be able to declare such distributions in future periods. The distributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. A return of capital is a return to our stockholders of a portion of their original investment in the Company and would reduce a stockholder’s adjusted tax basis in its shares of our common stock and correspondingly increase such stockholder’s gain, or reduce such stockholder’s loss, on disposition of such shares. Distributions in excess of a stockholder’s adjusted tax basis in its shares of our common stock will constitute capital gains to such stockholder. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year. For more information, see “Price Range of Common Stock and Distributions.”
 
 

4



Tax status
We are a BDC under the Investment Company Act. We have elected to be treated as a RIC under Subchapter M of the Code commencing with our taxable year ended December 31, 2013, and intend to continue to elect to be so treated annually. As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and timely distribute to our stockholders at least 90% of our “investment company taxable income” as defined by the Code, which generally includes net ordinary income and net short-term capital gains in excess of net long-term capital losses, for each taxable year. See “Price Range of Common Stock and Distributions” and “U.S. Federal Income Tax Considerations.”

We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. See “Price Range of Common Stock and Distributions.”
 
 
Dividend Reinvestment Plan
We have an “opt out” dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, other than those stockholders who have “opted out” of the plan. As a result of adopting the plan, if our Board authorizes, and we declare, a cash dividend or distribution, our 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 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 (“State Street”), our 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. We intend 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 NAV per share on the relevant valuation date. If the market value per share is less than the NAV 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.

Stockholders who receive dividends and distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who receive their dividends and distributions in cash. However, since their cash dividends and distributions will be reinvested in our common stock, such stockholder will not receive cash with which to pay applicable taxes on reinvested dividends and distributions. See “Dividend Reinvestment Plan.”

If a stockholder elects to “opt out” of our dividend reinvestment plan, that stockholder will receive cash distributions.
 
 
Investment Advisory Fees
We pay our Investment Adviser a fee for its services under an investment advisory agreement (the “Investment Advisory Agreement”) consisting of two components-a base management fee and an incentive fee. For more information regarding our Investment Adviser, the terms of our Investment Advisory Agreement and the fees we pay our Investment Adviser, see Part I, Item 1 in our 2019 Annual Report.
 
 
Administration Agreement
We reimburse our Administrator for its costs and expenses and our allocable portion of overhead incurred by our Administrator in
performing its obligations under the Administration Agreement. In addition, our Administrator has entered into the Carlyle Sub-Administration Agreement to have access to personnel. Our Administrator has also entered into the State Street Sub-Administration Agreement for certain administrative and professional services.

5



Leverage
From time to time, we may borrow funds to make additional investments. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 150% immediately after each time we incur indebtedness. The amount of leverage that we employ will depend on our Investment Adviser’s and our Board’s assessment of market conditions and other factors at the time of any proposed borrowing. The costs associated with our borrowings, including any increase in the fees payable to our Investment Adviser, are borne by our stockholders.
 
 
Trading at a discount
Shares of closed-end investment companies that are listed on an exchange, including BDCs, frequently trade at a discount to their NAV per share. We are not generally able to issue and sell our common stock at a price below our NAV per share unless, among other things, the requisite stockholders approve such a sale. The risk that our shares may trade at a discount to our NAV per share is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our shares will trade above, at or below NAV per share. See “Risk Factors-Risks Related to Offerings Pursuant to this Prospectus-Our shares of common stock have traded at a discount from NAV and may do so again, which could limit our ability to raise additional equity capital.”
 
 
Investment Adviser
We are externally managed by our Investment Adviser, CGCIM, an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). CGCIM is a wholly owned subsidiary of Carlyle, a global alternative asset manager with approximately $224 billion of AUM as of December 31, 2019.
 



Administrator
CGCA, a wholly owned subsidiary of Carlyle, serves as our administrator.
 
 
Custodian, transfer agent and dividend disbursing
agent
State Street serves as our custodian. State Street also serves as our transfer and distribution payment agent and registrar. See “Custodian, Transfer and Distribution Paying Agent and Registrar.”
 
 
Risk factors
See “Risk Factors” and the other information in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities.
 
 
Additional information
We have filed with the SEC a registration statement on Form N-2, of which this prospectus is a part, under the Securities Act. The registration statement contains additional information about us and the securities being offered by this prospectus. We are also required to file annual, quarterly and current reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at http://www.sec.gov.

We maintain a website (www.tcgbdc.com) and make all of our periodic and current reports, proxy statements and other information available, free of charge, on or through our website. The information on our website is not incorporated by reference in this prospectus. You may also obtain such information by contacting us in writing at: 520 Madison Ave., 40th Floor, New York, New York 10022, or by telephone (collect) at (212) 813-4900.
 
 
Information incorporated by reference
The rules of the SEC allow us to incorporate by reference information into this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we later file with the SEC will automatically update and supersede this information. See “Information Incorporated by Reference” for more information.




6



FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear, directly or indirectly, based on the assumptions set forth below. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. The expenses shown in the table under “estimated annual expenses” are based on estimated amounts for our current fiscal year. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “us,” the “Company” or says that “we” will pay fees or expenses, stockholders will indirectly bear these fees or expenses as our investors.
Stockholder transaction expenses (as a percentage of offering price):
 
Sales load
   —(1)
Offering expenses
   —(2)
Dividend reinvestment plan expenses
   None(3)
Total stockholder transaction expenses
   —(4)
 
 
Estimated annual expenses (as a percentage of net assets attributable to common stock): (5)
 
Base management fee payable under the Investment Advisory Agreement
3.27%(6)
Incentive fee payable under the Investment Advisory Agreement (17.5% of pre-incentive fee net investment income and capital gains)
   2.39%(7)
Interest payments on borrowed funds
   5.61%(8)
Other expenses
   0.56%(9)(11)
Acquired fund fees and expenses
3.21%(10)
Total annual expenses
   15.04%(11)
(1)
In the event that the securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load (underwriting discount or commission). Purchases of shares of our common stock on the secondary market are not subject to sales charges but may be subject to brokerage commissions or other charges. The table does not include any sales load that stockholders may have paid in connection with their purchase of shares of our common stock.
(2)
The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price.
(3)
The expenses of the dividend reinvestment plan are included in “Other expenses” in the table above. For additional information, see “Dividend Reinvestment Plan.”
(4)
The related prospectus supplement will disclose the offering price and the total stockholder transaction expenses as a percentage of the offering price.
(5)
The net assets attributable to common stock used to calculate the percentages in this table reflect our net assets of $956.5 million as of December 31, 2019.
(6)
The base management fee under the Investment Advisory Agreement is calculated and payable quarterly in arrears 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 Company’s gross assets exclude any cash and cash equivalents and include assets acquired through the incurrence of debt. For purposes of the table above, the percentage reflected is calculated based on our average net assets (rather than our average gross assets) for the same period. The base management fee is payable quarterly in arrears. See “Related Party Transactions-Investment Advisory Agreement” in Part II, Item 7 of our 2019 Annual Report and in Note 4 to our consolidated financial statements in our 2019 Annual Report, which are incorporated herein by reference.
(7)
We may have capital gains and net investment income that could result in the payment of an incentive fee to the Investment Adviser in the twelve months after the date of this prospectus. The incentive fee payable in the example below is estimated based on our actual results for the year ended December 31, 2019 as if they had occurred following our IPO, and assumes that the incentive fee is 17.5% for all relevant periods. However, the incentive fee payable to the Investment Adviser is based on our performance and will not be paid unless we achieve certain goals.
The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. The second part 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) in an amount equal to 17.5% of our realized capital gains, if any, on a cumulative basis from inception through the end of each

7



calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. See “Related Party Transactions-Investment Advisory Agreement” in Part II, Item 7 of our 2019 Annual Report and in Note 4 to our consolidated financial statements in our 2019 Annual Report, which are incorporated herein by reference.
(8)
Interest payments on borrowed funds is estimated based on our interest expense for the year ended December 31, 2019 under our secured borrowings, the notes offered in the $400 million term debt securitization (the “2015-1 Notes”) and the $115 million in aggregate principal amount of 4.750% senior unsecured notes due December 31, 2024 (the “2019 Notes”), excluding fees (such as fees on undrawn amounts and amortization of upfront fees). This estimated item is based on the assumption that our borrowings and interest costs after an offering will remain similar to those prior to such offering. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. Our stockholders indirectly bear the costs of borrowings under any debt instruments we may enter into.
(9)
Includes our estimated overhead expenses, such as payments under the Administration Agreement for certain expenses incurred by the Investment Adviser. See “Related Party Transactions-Administration Agreement” and “-Sub-Administration Agreements” in Part II, Item 7 of our 2019 Annual Report and in Note 4 to our consolidated financial statements in our 2019 Annual Report, which are incorporated herein by reference. The expenses in this table are based on our actual other expenses for the year ended December 31, 2019.
(10)
Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under Section 3(a) of the Investment Company Act but for the exceptions to that definition provided for in Sections 3(c)(1) and 3(c)(7) of the Investment Company Act. This amount includes the estimated annual fees and expenses of Credit Fund, which was our only acquired fund as of December 31, 2019.
(11)
Estimated.

Example
The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. The incentive fee payable in the example below assumes that the incentive fee is 17.5% for all relevant periods. Transaction expenses are included in the following example.
 
1 year
3 years
5 years
10 years
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains) (1)
$127
$380
$633
$1,265
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains) (2)
$137
$410
$683
$1,365
(1)
Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.
(2)
Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and not otherwise deferrable under the terms of the Investment Advisory Agreement and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely.
The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Because the income portion of the incentive fee under the Investment Advisory Agreement is unlikely to be significant assuming a 5% annual return, the second example assumes that the 5% annual return will be generated entirely through net realized capital gains and, as a result, will trigger the payment of the capital gains portion of the incentive fee under the Investment Advisory Agreement. The income portion of the incentive fee under the Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above, is not included in the example. If we achieve sufficient returns on our investments, including through net realized capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at NAV, under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from NAV. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.

8



This example above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

9



SELECTED FINANCIAL AND OTHER INFORMATION
The selected consolidated financial information and other data presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2019 Annual Report and our audited consolidated financial statements and the related notes thereto and other financial information incorporated by reference in this prospectus.
We derived the selected consolidated financial data for the years ended December 31, 2019, 2018 and 2017 from our audited consolidated financial statements and related notes, which are incorporated by reference in this prospectus. We derived the selected consolidated financial data for the years ended December 31, 2016 and 2015 from our audited consolidated financial statements and related notes, which are not included or incorporated by reference in this prospectus. Certain prior period information has been reclassified to conform to the current period presentation.
The tables below set forth our selected consolidated historical financial data for the periods indicated. The selected consolidated historical financial data as of and for the years ended December 31, 2019, 2018, 2017, 2016 and 2015 have been derived from our audited consolidated financial statements, which are included in “Financial Statements and Supplementary Data” of our 2019 Annual Report. The quarterly information has been derived from our unaudited interim financial statements. Our unaudited interim financial statements were prepared on a basis consistent with our audited financial statements and, in our opinion, include all adjustments necessary for the fair statement of the results for the periods represented. Our historical results are not necessarily indicative of future results. The selected financial data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by our consolidated financial statements and related notes incorporated by reference in this prospectus to the consolidated financial statements in our 2019 Annual Report.
 
For the years ended December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
(dollar amounts in thousands, except per share data)
 
 
 
 
 
 
 
 
Consolidated Statements of Operations Data
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
Total investment income
$
221,298

 
$
207,526

 
$
165,001

 
$
110,971

 
$
69,190

Expenses
 
 
 
 
 
 
 
 
 
Net expenses (including excise tax expense)
113,633

 
99,090

 
72,850

 
51,350

 
33,666

Net investment income (loss)
107,665

 
108,436

 
92,151

 
59,621

 
35,524

Net realized gain (loss) on investments and non-investment assets and liabilities
(38,343
)
 
(1,368
)
 
(11,692
)
 
(9,644
)
 
1,164

Net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities
(7,992
)
 
(67,953
)
 
3,741

 
19,832

 
(18,015
)
Net increase (decrease) in net assets resulting from operations
61,330

 
39,115

 
84,200

 
69,809

 
18,673

Per Share Data
 
 
 
 
 
 
 
 
 
Basic and diluted net investment income
$
1.79

 
$
1.73

 
$
1.74

 
$
1.65

 
$
1.43

Basic and diluted earnings
$
1.02

 
$
0.63

 
$
1.59

 
$
1.93

 
$
0.75

Dividends declared (1)
$
1.74

 
$
1.68

 
$
1.64

 
$
1.68

 
$
1.74

(1)
Cumulative per share dividends declared by our Board for the years ended December 31, 2019, 2018, 2017, 2016 and 2015, which are inclusive of special dividends of $0.26, $0.20, $0.12, $0.07, and $0.18 per share, respectively.

10



 
As of and for the years ended December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
(dollar amounts in thousands, except per share data)
 
 
 
 
 
 
 
 
 
Consolidated Statements of Assets and Liabilities Data
 
 
 
 
 
 
 
 
 
Investments—non-controlled/non-affiliated, at fair value
$
1,897,057

 
$
1,731,319

 
$
1,779,584

 
$
1,323,102

 
$
1,052,666

Investments—non-controlled/affiliated, at fair value

 
18,543

 
15,431

 

 

Investments—controlled/affiliated, at fair value
226,907

 
222,295

 
172,516

 
99,657

 

Cash and cash equivalents
36,751

 
87,186

 
32,039

 
38,489

 
41,837

Total assets
2,187,533

 
2,084,743

 
2,021,383

 
1,490,155

 
1,104,032

Secured borrowings
616,543

 
514,635

 
562,893

 
421,885

 
234,313

2015-1 Notes
446,289

 
446,043

 
271,053

 
270,849

 
270,644

Senior Notes
115,000

 

 

 

 

Total liabilities
1,231,062

 
1,021,525

 
894,079

 
726,018

 
532,306

Total net assets
956,471

 
1,063,218

 
1,127,304

 
764,137

 
571,726

Net assets per share
$
16.56

 
$
17.09

 
$
18.12

 
$
18.32

 
$
18.14

Other Data:
 
 
 
 
 
 
 
 
 
Number of portfolio companies/structured finance obligations/investment fund at year end
112

 
96

 
90

 
86

 
85

Average funded investments in new portfolio companies/structured finance obligations/investment fund (1)
$
19,617

 
$
20,218

 
$
26,816

 
$
12,188

 
$
12,996

Total return based on NAV (2)
7.08
%
 
3.59
%
 
7.86
%
 
10.25
%
 
5.41
%
(1)
Average is calculated per portfolio company based on the total amount funded during the year divided by the number of portfolio companies invested/structured finance obligations made during the year.
(2)
Total return is based on the change in NAV per share during the year plus the declared dividends, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning NAV for the year. Total return for the years ended December 31, 2017, 2016and 2015 was inclusive of $(0.11), $0.01 and $0.11, respectively, per share increase in NAV related to the offering price of the Company’s common stock, total return would have been 8.46%, 10.20% and 4.83%, respectively. Excluding the effects of these common stock issuances, total return would have been 8.46%, 10.20% and 4.83%, respectively (refer to Note 9 in our consolidated financial statements included in Part II, Item 8 of our 2019 Annual Report for additional information).

11



SELECTED QUARTERLY FINANCIAL DATA
(Unaudited)
(Dollar amounts are in thousands, except per share data, unless otherwise indicated)


 
2019
 
Q4
 
Q3
 
Q2
 
Q1
Total investment income
$
53,465

 
$
55,779

 
$
56,867

 
$
55,187

Net expenses
27,853

 
29,024

 
28,896

 
27,625

Net investment income (loss)
25,377

 
26,755

 
27,971

 
27,652

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
1,459

 
(35,744
)
 
(18,214
)
 
6,164

Net increase (decrease) in net assets resulting from operations
26,836

 
(8,989
)
 
9,757

 
33,726

NAV per share
16.56

 
16.58

 
17.06

 
17.30

Basic and diluted earnings per common share
$
0.46

 
$
(0.15
)
 
$
0.16

 
$
0.55


 
2018
 
Q4
 
Q3
 
Q2
 
Q1
Total investment income
$
56,311

 
$
51,280

 
$
52,452

 
$
47,483

Net expenses
26,900

 
25,595

 
24,242

 
22,353

Net investment income (loss)
29,411

 
25,685

 
28,210

 
25,130

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
(30,571
)
 
(19,605
)
 
(15,104
)
 
(4,041
)
Net increase (decrease) in net assets resulting from operations
(1,160
)
 
6,080

 
13,106

 
21,089

NAV per share
16.59

 
17.66

 
17.93

 
18.09

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

 
$
0.21

 
$
0.34


 
2017
 
Q4
 
Q3
 
Q2
 
Q1
Total investment income
$
49,510

 
$
42,648

 
$
38,744

 
$
34,099

Net expenses
22,994

 
17,568

 
17,296

 
14,992

Net investment income (loss)
26,516

 
25,080

 
21,448

 
19,107

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
467

 
463

 
(5,947
)
 
(2,934
)
Net increase (decrease) in net assets resulting from operations
26,983

 
25,543

 
15,501

 
16,173

NAV per share
18.12

 
18.18

 
18.14

 
18.30

Basic and diluted earnings per common share
$
0.44

 
$
0.41

 
$
0.34

 
$
0.39



12



RISK FACTORS
An investment in the Company involves a high degree of risk. You should carefully consider the risks set out below and described in Part I, Item 1A, “Risk Factors,” in our 2019 Annual Report, which is incorporated herein by reference, together with the other information set forth in this prospectus and in the other documents that we include or incorporate by reference into this prospectus before making a decision about investing in our securities. The risks set out below and discussed in our 2019 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. The following considerations, together with all of the other information included in this prospectus and the accompanying prospectus supplement, including our consolidated financial statements and the related notes thereto, should be carefully evaluated before making an investment in the Company. If any of the following events occur, our business, financial condition and operating result could be materially and adversely affected. In such case, our NAV and the trading price of our common stock and the trading price, if any, of any other securities that we may issue could decline, and you may lose all or part of your investment.
Risks Related to Our Business and Structure
The risks described below supplement the risks in Part I, Item 1A of our 2019 Annual Report under the caption “Risk Factors - Risks Related to our Business and Structure.”
The COVID-19 pandemic could materially and adversely affect our portfolio companies and the results of our operations.
In late 2019 and early 2020, a novel coronavirus (SARS-CoV-2) and related respiratory disease (“COVID-19”) emerged in China and spread rapidly to across the world, including to the U.S. This outbreak has led and for an unknown period of time will continue to lead to disruptions in local, regional, national and global markets and economies affected thereby. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) government imposition of various forms of “stay at home” orders and the closing of “non-essential” businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as in lay-offs of employees, and, while these effects are hoped to be temporary, some effects could be persistent or even permanent; (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses. This outbreak is having, and any future outbreaks could have, an adverse impact on our portfolio companies and us and on the markets and the economy in general, and that impact could be material.
Further, from an operational perspective, our Investment Adviser’s investment professionals are currently working remotely. An extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. In addition, we are highly dependent on third party services providers for certain communication and information systems. As a result, we rely upon the successful implementation and execution of the business continuity planning of such providers in the current environment. If one or more of these third parties to whom we outsource certain critical business activities experience operational failures as a result of the impacts from the spread of COVID-19, or claim that they cannot perform due to a force majeure, it may have a material adverse effect on our business, financial condition, results of operations, liquidity and cash flows.
We are currently operating in a period of capital markets disruption and economic uncertainty.
The U.S. capital markets have experienced extreme volatility and disruption following the spread of COVID-19 in the United States. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments.

13



    
Risks Related to Offerings Pursuant to this Prospectus
Investing in our securities may involve a high degree of risk.
The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive, and therefore an investment in our securities may not be suitable for someone with lower risk tolerance.
We will have broad discretion over the use of proceeds of any offering made pursuant to this prospectus, to the extent it is successful.
We will have significant flexibility in applying the proceeds of any offering made pursuant to this prospectus. For example, we may pay operating expenses from net proceeds, which could limit our ability to achieve our investment objective.
The market price of our securities may fluctuate significantly.
The market price and liquidity of the market for our securities may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
changes or perceived changes in the value of our portfolio investments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among others reasons;
significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;
price and volume fluctuations in the overall stock market from time to time;
the inclusion or exclusion of our securities from certain indices;
changes in law, regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
any loss of RIC or BDC status;
changes in earnings or perceived changes or variations in operating results;
changes in accounting guidelines governing valuation of our investments;
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
the inability of our Investment Adviser to employ additional experienced investment professionals or the departure of any of our Investment Adviser’s key personnel;
short-selling pressure with respect to shares of our common stock or BDCs generally;
future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities;
uncertainty surrounding the strength of the U.S. economic recovery;
uncertainty between the U.S. and other countries with respect to trade policies, treaties, and tariffs;
the social, geopolitical, financial, trade and legal implications of the United Kingdom’s referendum in which voters approved an exit from the European Union (“Brexit”);
the occurrence of one or more natural disasters, pandemic outbreaks or other health crises (including but not limited to the COVID-19 outbreak);
fluctuations in base interest rates, such as London Interbank Offered Rate (“LIBOR"), EURIBOR, the Federal Funds Rate or the Prime Rate, and the uncertainties regarding the future of LIBOR;
operating performance of companies comparable to us;
general economic trends and other external factors, including the current COVID-19 pandemic; and
loss of a major funding source.
In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price fluctuates significantly, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.
Our shares of common stock have traded at a discount from NAV and may do so again, which could limit our ability to raise additional equity capital.
We cannot assure you that a trading market for our common stock can be sustained. In addition, we cannot predict the prices at which our common stock will trade. Shares of closed-end investment companies, including BDCs, frequently trade at a discount

14



from NAV and our common stock may also be discounted in the market. This characteristic of closed-end investment companies is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our common stock will trade at, above or below NAV. The risk of loss associated with this characteristic of closed-end management investment companies may be greater for investors expecting to sell shares of common stock purchased in the offering soon after the offering. Recently, as a result of the COVID-19 pandemic, the stocks of BDCs as an industry, including shares of our common stock, have traded below NAV and during much of 2009 the industry traded at or near historic lows as a result of concerns over liquidity, leverage restrictions and distribution requirements. See “Risk Factors-Risks Relating to Our Business and Structure-Capital markets may experience periods of disruption and instability. These market conditions may materially and adversely affect debt and equity capital markets in the United States and abroad, which may have a negative impact on our business and operations” in Part I, Item 1A of our 2019 Annual Report.
In addition, when our common stock is trading below its NAV, we will generally not be able to sell additional shares of our common stock to the public at its market price without, among other things, first obtaining the requisite approval of our stockholders.
We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock.
The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into common stock). In addition, under the Investment Company Act, preferred stock constitutes a “senior security” for purposes of the 150% asset coverage test.
Holders of any preferred stock that we may issue would have the right to elect members of the board of directors and class voting rights on certain matters.
Holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of the board of directors at all times and in the event dividends become two full years in arrears would have the right to elect a majority of the directors until such arrearage is completely eliminated. In addition, preferred stockholders have class voting rights on certain matters, including changes in fundamental investment restrictions and conversion to open-end status, and accordingly can veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the Investment Company Act and by requirements imposed by rating agencies or the terms of our credit facilities, might impair our ability to maintain our qualification as a RIC for federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.

Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition, if the subscription price is less than our NAV per share, then you will experience an immediate dilution of the aggregate NAV of your shares.
In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of a rights offering pursuant to this prospectus and a prospectus supplement, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the shares will be purchased as a result of such rights offering.
In addition, if the subscription price is less than the NAV per share of our common stock, then our stockholders would experience an immediate dilution of the aggregate NAV of their shares as a result of the offering. The amount of any decrease in NAV is not predictable because it is not known at this time what the subscription price and NAV per share will be on the expiration date of a rights offering or what proportion of the shares will be purchased as a result of such rights offering. Such dilution could be substantial.
Purchases of our common stock under our stock repurchase program, including a Company 10b5-1 Plan may have resulted in the price of our common stock being higher than the price that otherwise might have existed in the open market.
On November 4, 2019, the Board authorized a 12-month extension of a previously approved $100 million stock repurchase program (the “Company Stock Repurchase Program”). Under such authorization, the Company Stock Repurchase Program will continue in effect until the earlier of November 5, 2020 and the date $100 million has been used to repurchase shares (including amounts already used to repurchase common stock prior to the extension of the Company Stock Repurchase Program. Pursuant to the Company Stock Repurchase Program, the Company is authorized to repurchase 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 Securities and Exchange Act of 1934, as

15



amended (the “Exchange Act”), and the Company is authorized to determine, in its discretion, the timing, manner, price and amount of any repurchases, based upon the evaluation of economic and market conditions, stock price, available cash, applicable legal and regulatory requirements and other factors, which may include purchases pursuant to Rule 10b5-1 of the Exchange Act. The Company Stock Repurchase 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 Company Stock Repurchase Program. The Company Stock Repurchase Program may be suspended, extended, modified or discontinued by the Company at any time, subject to applicable law.
Pursuant to the authorization described above, the Company adopted a 10b5-1 plan (the “Company 10b5-1 Plan”). The Company 10b5-1 Plan provides that purchases will be conducted on the open market in accordance with Rule 10b5-1 and 10b-18 under the Exchange Act and will otherwise be subject to applicable law, which may prohibit purchases under certain circumstances. The amount of purchases made under the Company 10b5-1 Plan or otherwise and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict.
These activities may have had the effect of maintaining the market price of our common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our common stock may have been higher than the price that otherwise might have existed in the open market.
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
As of April 9, 2020, we had 56,307,960 shares of common stock outstanding. Sales of substantial amounts of our common stock, or the availability of such shares for sale, could adversely affect the prevailing market prices for our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so.
Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.
Our dividend reinvestment plan is an “opt out” dividend reinvestment plan, pursuant to which all dividends declared in cash payable to stockholders that do not elect to receive their distributions in cash are automatically reinvested in shares of our common stock, rather than receiving cash. As a result, our stockholders that “opt out” of our dividend reinvestment plan may experience dilution in their ownership percentage of our common stock over time. See “Price Range of Common Stock and Distributions” and “Dividend Reinvestment Plan” for a description of our dividend policy and obligations.
If the current period of capital market disruption and instability continues for an extended period of time, there is a risk that our stockholders may not receive distributions or that our distributions may not grow over time and a portion of our distributions to you may be a return of capital for U.S. federal income tax purposes.
We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this prospectus or incorporated herein by reference, including the COVID-19 pandemic described above. For example, if the temporary closure of many corporate offices, retail stores, and manufacturing facilities and factories in the jurisdictions, including the United States, affected by the COVID-19 pandemic were to continue for an extended period of time it could result in reduced cash flows to us from our existing portfolio companies, which could reduce cash available for distribution to our stockholders. If we declare a dividend and if enough stockholders opt to receive cash distributions rather than participate in our dividend reinvestment plan, we may be forced to sell some of our investments in order to make cash dividend payments. In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions. The Facilities may also limit our ability to declare dividends if we default under certain provisions. Further, if we invest a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount available for distribution. See “Price Range of Common Stock and Distributions.” The above referenced restrictions on distributions may also inhibit our ability to make required interest payments to holders of our debt, which may cause a default under the terms of our debt agreements. Such a default could materially increase our cost of raising capital, as well as cause us to incur penalties under the terms of our debt agreements.
The distributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes that would reduce a stockholder’s adjusted tax basis in its shares of our common stock or preferred stock and correspondingly increase such stockholder’s gain, or reduce such stockholder’s loss, on disposition of such shares. Distributions in excess of a stockholder’s adjusted tax basis in its shares of our common stock or preferred stock will constitute capital gains to such stockholder.
Our stockholders may receive shares of our common stock as dividends, which could result in adverse tax consequences to them.
In order to satisfy the Annual Distribution Requirement applicable to RICs, we will have the ability to declare a large portion of a dividend in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash and certain

16



requirements are met, the entire distribution generally will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be taxed on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock. If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the trading price (if any) of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock. In addition, if a significant number of our stockholders were to determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price (if any) of our common stock. It is unclear whether and to what extent we will be able to pay taxable dividends of the type described in this paragraph.
We may have difficulty paying our required distributions if we recognize taxable income before or without receiving cash representing such income.
For U.S. federal income tax purposes, we will include in our taxable income certain amounts that we have not yet received in cash, such as original issue discount (“OID”) or accruals on a contingent payment debt instrument, which may occur if we receive warrants in connection with the origination of a loan or possibly in other circumstances or contracted payment-in-kind (“PIK”) interest, which generally represents contractual interest added to the loan balance and due at the end of the loan term. Such OID and PIK interest will be included in our taxable income before we receive any corresponding cash payments. We also may be required to include in our taxable income certain other amounts that we will not receive in cash. The credit risk associated with the collectability of deferred payments may be increased as and when a portfolio company increases the amount of interest on which it is deferring cash payment through deferred interest features. Our investments with a deferred interest feature may represent a higher credit risk than loans for which interest must be paid in full in cash on a regular basis. For example, even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is scheduled to occur upon maturity of the obligation.
Because in certain cases we may recognize taxable income before or without receiving cash representing such income, we may have difficulty making distributions to our stockholders that will be sufficient to enable us to meet the Annual Distribution Requirement necessary for us to maintain our status as a RIC. Accordingly, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous, we may need to raise additional equity or debt capital, or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business) to enable us to make distributions to our stockholders that will be sufficient to enable us to meet the Annual Distribution Requirement. If we are unable to obtain cash from other sources to meet the Annual Distribution Requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax (and any applicable U.S. state and local taxes). Alternatively, we may, with the consent of all our stockholders, designate an amount as a consent dividend (i.e., a deemed dividend). In that case, although we would not distribute any actual cash to our stockholders, the consent dividend would be treated like an actual dividend under the Code for all U.S. federal income tax purposes. This would allow us to deduct the amount of the consent dividend and our stockholders would be required to include that amount in income as if it were actually distributed. For additional discussion regarding the tax implications of a RIC, see “U.S. Federal Income Tax Considerations-Taxation as a Regulated Investment Company.”
Non-U.S. stockholders may be subject to withholding of U.S. federal income tax on dividends we pay.
Distributions of our “investment company taxable income” to a non-U.S. stockholder that are not effectively connected with the non-U.S. stockholder’s conduct of a trade or business within the United States may be subject to withholding of U.S. federal income tax at a 30% rate (or lower rate provided by an applicable income tax treaty) to the extent of our current or accumulated earnings and profits. Certain properly designated dividends are generally exempt from withholding of U.S. federal income tax, including certain dividends that are paid in respect of our (i) “qualified net interest income” (generally, our U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which we or the non-U.S. stockholder are at least a 10% stockholder, reduced by expenses that are allocable to such income) or (ii) “qualified short-term capital gains” (generally, the excess of our net short-term capital gain over our long-term capital loss for such taxable year), and certain other requirements were satisfied. No assurance can be given as to whether any of our distributions will be eligible for this exemption from withholding of U.S. federal income tax or, if eligible, will be designated as such by us. See “U.S. Federal Income Tax Considerations-Taxation of Non-U.S. Stockholders.”

The trading market or market value of any publicly issued debt securities may fluctuate.
Any publicly issued debt securities that we may issue may or may not have an established trading market. We cannot assure you that a trading market for any publicly issued debt securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may materially adversely affect the trading market for, and market value of, any publicly issued debt securities. These factors include, but are not limited to, the following:

17



the time remaining to the maturity of such debt securities;
the outstanding principal amount of debt securities with terms identical to such debt securities;
the ratings assigned by national statistical ratings agencies;
the general economic environment;
the supply of such debt securities trading in the secondary market, if any;
the redemption or repayment features, if any, of such debt securities;
the level, direction and volatility of market interest rates generally; and
market rates of interest higher or lower than rates borne by such debt securities.
In addition, there may be a limited number of buyers if and when a decision is made to sell your debt securities. This too may materially adversely affect the market value of such debt securities or the trading market for the debt securities.
Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue.
If such debt securities are redeemable at our option, we may choose to redeem such debt securities at times when prevailing interest rates are lower than the interest rate paid on the debt securities. In addition, if such debt securities are subject to mandatory redemption, we may be required to redeem the debt securities also at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In this circumstance, an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your debt securities being redeemed.
Our credit ratings may not reflect all risks of an investment in our debt securities.
Our credit ratings are an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our debt securities. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the market value of or trading market for any publicly issued debt securities.


18



FORWARD-LOOKING STATEMENTS
This prospectus contains 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. Our forward-looking statements include information in this prospectus regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a BDC and the expected performance of, and the yield on, our portfolio companies. In particular, there are forward-looking statements under “Summary-TCG BDC, Inc.” There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors,” as well as any cautionary language in this prospectus and “Risk Factors,” “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2019 Annual Report, and those discussed in other documents we file with the SEC and the documents incorporated by reference herein, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our securities, you should be aware that the occurrence of the events described in these risk factors and elsewhere in this prospectus could have a material adverse effect on our business, results of operation and financial position. 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 may emerge from time to time, and it is not possible for us to predict 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. Under Sections 27A(b)(2) of the Securities Act and Section 21E(b)(2) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with any offering of securities pursuant to this prospectus or in a beneficial ownership report we file under the Exchange Act.
In addition to factors identified elsewhere in this prospectus and the documents incorporated by reference herein, the following factors are among those that may cause actual results to differ materially from our forward-looking statements:
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 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;

19



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 and the impact of the COVID-19 pandemic thereon;
currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
the ability of The Carlyle Group Employee Co. 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;
our intent to satisfy the requirements of a regulated investment company under Subchapter M of the Code; and
the risks, uncertainties and other factors we identify in “Risk Factors” in this prospectus and in Part I, Item 1A of our 2019 Annual Report, and those discussed in other documents we file with the SEC.
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,” elsewhere in this prospectus and in Part I, Item 1A of our 2019 Annual Report and in the other documents we file with the SEC.



20



USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities pursuant to this prospectus for general corporate purposes, which may include, among other things: (i) investing in portfolio companies in accordance with our investment objective and (ii) repaying or repurchasing outstanding indebtedness, which may include indebtedness under (a) the SPV Credit Facility and (b) the Credit Facility, and, if specified in the prospectus supplement, we may use such net proceeds for acquisitions.
The supplement to this prospectus relating to an offering may more fully identify the use of the proceeds from such offering.
We anticipate that substantially all of the net proceeds of an offering of securities pursuant to this prospectus and its related prospectus supplement will be used for the above purposes within three months of any such offering, depending on the availability of appropriate investment opportunities consistent with our investment objective. We cannot assure you that we will achieve our targeted investment pace.
Proceeds not immediately used for new investments or the temporary repayment of debt will be invested primarily in cash, cash equivalents, U.S. government securities and other high quality short-term investments. These securities may earn lower yields than the types of investments we would typically make in accordance with our investment objective and, accordingly, may result in lower dividends, if any, during such period.



21



PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
Our common stock is traded on The NASDAQ Global Select Market under the symbol “CGBD.” Our common stock has historically traded at prices both above and below our NAV per share. It is not possible to predict whether our common stock will trade at, above or below NAV. See “Risk Factors-Risks Related to Offerings Pursuant to this Prospectus-Our shares of common stock have traded at a discount from NAV and may do so again, which could limit our ability to raise additional equity capital.”
The following table sets forth, for each fiscal quarter since our IPO, the NAV per share of our common stock, the range of high and low closing sales prices of our common stock, the closing sales price as a premium (discount) to NAV and the dividends or distributions declared by us. On April 9, 2020, the last reported closing sales price of our common stock on The NASDAQ Global Select Market was $6.17 per share, which represented a discount of approximately 62.74% to the NAV per share reported by us as of December 31, 2019.
 
 
 
 
 
 
 
High Sales Price Premium (Discount) to NAV (2)
 
Low Sales Price Premium (Discount) to NAV (2)
 
Cash Dividend Per Share (3)
 
 
 
Price Range
 
 
 
 
NAV (1)
 
High
 
Low
 
 
 
Year ended December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
First Quarter
$
18.09

 
$
18.62

 
$
17.03

 
2.93
 %
 
(5.86
)%
 
$
0.37

Second Quarter
$
17.93

 
$
18.34

 
$
17.02

 
2.29
 %
 
(5.08
)%
 
$
0.37

Third Quarter
$
17.66

 
$
17.97

 
$
16.70

 
1.76
 %
 
(5.44
)%
 
$
0.37

Fourth Quarter
$
16.59

 
$
16.81

 
$
12.40

 
1.33
 %
 
(25.26
)%
 
$
0.57

Year ended December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
First Quarter
$
17.30

 
$
15.21

 
$
12.81

 
(12.08
)%
 
(25.95
)%
 
$
0.37

Second Quarter
$
17.06

 
$
15.51

 
$
14.60

 
(9.09
)%
 
(14.42
)%
 
$
0.45

Third Quarter
$
16.58

 
$
15.38

 
$
13.47

 
(7.24
)%
 
(18.76
)%
 
$
0.37

Fourth Quarter
$
16.56

 
$
14.53

 
$
13.15

 
(12.26
)%
 
(20.59
)%
 
$
0.55

Year ended December 31, 2020
 
 
 
 
 
 
 
 
 
 
 
First Quarter
*

 
$
14.25

 
$
4.38

 
*

 
*

 
$
0.37

(1)
NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of the relevant quarter.
(2)
Calculated as the respective high or low closing sales price less NAV, divided by NAV (in each case, as of the applicable quarter).
(3)
Represents the dividend or distribution declared in the relevant quarter.
*
NAV has not yet been calculated for this period.
To the extent that we have taxable income available, we intend to distribute quarterly dividends to our stockholders. The amount of our dividends, if any, will be determined by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution. We anticipate that our distributions will generally be paid from taxable earnings, including interest and capital gains generated by our investment portfolio, 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 we receive from portfolio companies. However, if we do not generate sufficient taxable earnings during a year, all or part of a distribution may constitute a return of capital. The specific tax characteristics of our dividends and other distributions will be reported to stockholders after the end of each calendar year. See “U.S. Federal Income Tax Considerations” for further information regarding the tax treatment of our distributions and the tax consequences of our retention of net capital gains.

22



The following table summarizes the Company’s dividends declared during the two most recent fiscal years and the current fiscal year to date:
Date Declared
 
Record Date
 
Payment Date
 
Per Share Amount
 
2018
 
 
 
 
 
 
 
February 26, 2018
 
March 29, 2018
 
April 17, 2018
 
$
0.37

 
May 2, 2018
 
June 29, 2018
 
July 17, 2018
 
0.37

 
August 6, 2018
 
September 28, 2018
 
October 17, 2018
 
0.37

 
November 5, 2018
 
December 28, 2018
 
January 17, 2019
 
0.37

 
December 12, 2018
 
December 28, 2018
 
January 17, 2019
 
0.20

(1) 
Total
 
 
 
 
 
$
1.68

 
2019
 
 
 
 
 
 
 
February 22, 2019
 
March 29, 2019
 
April 17, 2019
 
$
0.37

 
May 6, 2019
 
June 28, 2019
 
July 17, 2019
 
0.37

 
June 17, 2019
 
June 28, 2019
 
July 17, 2019
 
0.08

(1) 
August 5, 2019
 
September 30, 2019
 
October 17, 2019
 
0.37

 
November 4, 2019
 
December 31, 2019
 
January 17, 2020
 
0.37

 
December 12, 2019
 
December 31, 2019
 
January 17, 2020
 
0.18

(1) 
Total
 
 
 
 
 
$
1.74

 
2020
 
 
 
 
 
 
 
February 25, 2020
 
March 31, 2020
 
April 17, 2020
 
$
0.37

 
(1) Represents a special dividend.

We have elected to be treated, and intend to continue to qualify annually, as a RIC. To maintain our qualification as a RIC, we must, among other things, fulfill the Annual Distribution Requirement, the 90% Gross Income Test and the Diversification Tests (each defined term, defined and more fully explained below in “U.S. Federal Income Tax Considerations—Taxation as a Regulated Investment Company”). In order to avoid certain excise taxes imposed on RICs, we intend to distribute during each calendar year an amount in accordance with the Excise Tax Distribution Requirements, as defined and discussed further below in “U.S. Federal Income Tax Considerations – Taxation as a Regulated Investment Company.”
In addition, although we currently intend to distribute realized net capital gains (i.e., net long term capital gains in excess of short term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment, pay U.S. federal income tax on such amounts at regular corporate tax rates, and elect to treat such gains as deemed distributions to stockholders. As a BDC, we are generally required to meet a minimum “asset coverage” ratio after each issuance of senior securities. “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. On April 9, 2018 and June 6, 2018, our Board, including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act), and our stockholders, respectively, approved the application to us 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 us was reduced from 200% to 150%, effective as of June 7, 2018, the first day after our 2018 annual meeting of stockholders. As of December 31, 2019, our asset coverage calculated in accordance with the Investment Company Act was 181.01%. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings. See “Risk Factors—Risks Related to Offerings Pursuant to this Prospectus—If the current period of capital market disruption and instability continues for an extended period of time, there is a risk that our stockholders may not receive distributions or that our distributions may not grow over time and a portion of our distributions to you may be a return of capital for U.S. federal income tax purposes.”
Unless you elect to receive your distributions in cash, we intend to make distributions in additional shares of our common stock under our dividend reinvestment plan. Stockholders who “opt out” of our dividend reinvestment plan receive cash distributions. See “Dividend Reinvestment Plan.” We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings.


23



MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2019 Annual Report is incorporated herein by reference.


24



SENIOR SECURITIES
Information about our senior securities is shown in the following table as of the end of each fiscal year ended December 31, 2019, 2018, 2017, 2016 and 2015. The report of our independent registered public accounting firm, Ernst & Young LLP, on the senior securities table as of December 31, 2019 is attached as an exhibit to the registration statement of which this prospectus is a part.
Class and Year/Period
 
Total Amount
Outstanding
Exclusive of
Treasury
Securities(1)
($ in millions)
 
Asset
Coverage
Per  Unit(2)
 
Involuntary
Liquidating
Preference
Per Unit(3)
 
Average
Market
Value
Per Unit(4)
Revolving Credit Facility, Facility, 2015-1 Notes and 2019 Notes
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2019
 
$
1180.8
 
$
1,810
 
 

 
 
N/A
December 31, 2018
 
$
963.8
 
$
2,103
 
 
 
 
 
N/A
December 31, 2017
 
$
835.9
 
$
2,349
 
 

 
 
N/A
December 31, 2016
 
$
694.9
 
$
2,100
 
 

 
 
N/A
December 31, 2015
 
$
507.3
 
$
2,127
 
 

 
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving Credit Facility
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2019
 
$
232.5
 
$
356
 
 

 
 
N/A
December 31, 2018
 
$
224.1
 
$
489
 
 
 
 
 
N/A
December 31, 2017
 
$
287.4
 
$
808
 
 

 
 
N/A
December 31, 2016
 
$
252.9
 
$
764
 
 

 
 
N/A
December 31, 2015
 
$
170.3
 
$
714
 
 

 
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
Facility
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2019
 
$
384.1
 
$
589
 
 

 
 
N/A
December 31, 2018
 
$
290.5
 
$
634
 
 
 
 
 
N/A
December 31, 2017
 
$
275.5
 
$
774
 
 

 
 
N/A
December 31, 2016
 
$
169.0
 
$
511
 
 

 
 
N/A
December 31, 2015
 
$
64.0
 
$
268
 
 

 
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
2015-1 Notes
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2019
 
$
449.2
 
$
689
 
 

 
 
N/A
December 31, 2018
 
$
449.2
 
$
980
 
 
 
 
 
N/A
December 31, 2017
 
$
273.0
 
$
767
 
 

 
 
N/A
December 31, 2016
 
$
273.0
 
$
825
 
 

 
 
N/A
December 31, 2015
 
$
273.0
 
$
1,145
 
 

 
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
2019 Notes
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2019
 
$
115.0
 
$
176
 
 

 
 
N/A
December 31, 2018
 
$
0.0
 
$
0
 
 

 
 
N/A
December 31, 2017
 
$
0.0
 
$
0
 
 

 
 
N/A
December 31, 2016
 
$
0.0
 
$
0
 
 

 
 
N/A
December 31, 2015
 
$
0.0
 
$
0
 
 

 
 
N/A
(1)
Total amount of each class of senior securities outstanding at the end of the period presented.
(2)
Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)
The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)
Not applicable because the senior securities are not registered for public trading.

25



BUSINESS
The information in “Business” in Part I, Item 1, “Properties” in Part I, Item 2 and “Legal Proceedings” in Part I, Item 3 of our 2019 Annual Report is incorporated herein by reference.



26



PORTFOLIO COMPANIES
    
The table set forth below contains certain information as of December 31, 2019 for each portfolio company in which we had an investment. Other than these investments, our only formal relationships with our portfolio companies are the managerial assistance that we may provide upon request and any board observer or participation rights we may receive in connection with our investment. In general, under the Investment Company Act, we would be presumed to “control” a portfolio company if we owned more than 25% of its voting securities and would be an “affiliate” of a portfolio company if we owned more than 5% of its outstanding voting securities. As a result, for purposes of the Investment Company Act, we are presumed to control Middle Market Credit Fund, LLC and SolAero Technologies Corp.
Name and Address of Portfolio Company Address
Industry
Type
Interest Rate
Maturity
Par/ Principal Amount
Amortized Cost (1)
Fair Value (2)
% of Class Held
Access CIG, LLC
6902 Patterson Pass Road
Suite G
Livermore, CA 94550
Business Services
Second Lien
L + 7.75%
2/27/2026
$
2,700

$
2,687

$
2,681

 
Aero Operating, LLC
(Dejana Industries, Inc.)
165 Cantiague Rock Road
Westbury, 11590
Business Services
First Lien
L + 7.25%
12/29/2022
$
3,517

$
3,491

$
3,449

 
Aimbridge Acquisition Co., Inc.
5851 Legacy Circle
Suite 400
Plano, TX 75204
Hotel, Gaming & Leisure
Second Lien
L + 7.50%
2/1/2027
$
9,241

$
9,089

$
9,160

 
Airnov, Inc.
27365 Schady Road
Olmstead Township, OH 44138
Containers, Packaging & Glass
First Lien
L + 4.25%
12/19/2025
$
12,813

$
12,602

$
12,601

 
Alpha Packaging Holdings, Inc.
1555 Page Industrial Blvd.
St. Louis, MO 63132
Containers, Packaging & Glass
First Lien
L + 7.75%
5/29/2020
$
2,836

$
2,836

$
2,822

 
Alpine SG, LLC
2121 N California Blvd
Suite 290
Walnut Creek, CA 94596
High Tech Industries
First Lien
L + 6.50%
11/16/2022
$
15,301

$
15,187

$
15,244

 
American Physician Partners, LLC
5121 Maryland Way
Brentwood, TN 37027
Healthcare & Pharmaceuticals
First Lien
L + 6.50%
12/21/2021
$
38,235

$
37,868

$
38,110

 
AMS Group HoldCo, LLC
2400 Old Mill Road
Carrollton, TX 75007
Transportation: Cargo
First Lien
L + 6.00%
9/29/2023
$
30,808

$
30,361

$
30,457

 
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
Healthcare & Pharmaceuticals
First Lien
L + 6.00%
6/22/2024
$
34,784

$
34,190

$
34,784

 
Anchor Hocking, LLC
519 N. Pierce Ave.
Lancaster, OH 43130
Durable Consumer Goods
First Lien
L + 8.75%
1/25/2024
$
10,707

$
10,410

$
10,359

 
ANLG Holdings, LLC
8 Centennial Drive
Peabody, MA 01960
Healthcare & Pharmaceuticals
Common Stock
 
 
$
880

$
880

$
973

0.22%
Apptio, Inc.
11100 NE 8th Street
Suite 600
Bellevue, WA 98004
Software
First Lien
L + 7.25%
1/10/2025
$
35,541

$
34,874

$
35,237

 
AQA Acquisition Holding, Inc.
450 Artisan Way
Somerville, MA 02145
High Tech Industries
Second Lien
L + 8.00%
5/24/2024
$
40,000

$
39,670

$
39,740

 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)(3)
Avda. Diagonal 567, 3rd floor
Barcelona, Spain 08029
Software
First Lien
L + 3.50%
12/24/2026
$
37,500

$
36,563

$
36,563

 
Avenu Holdings, LLC
2411 Dulles Corner Park
Suite 800
Herndon, VA 20171
Sovereign & Public Finance
First Lien
L + 5.25%
9/28/2023
$
38,665

$
38,125

$
37,227

 
Avenu Holdings, LLC
2411 Dulles Corner Park
Suite 800
Herndon, VA 20171
Sovereign & Public Finance
Common Stock
 
 
$
172

$
172

$
154

0.21%
Barnes & Noble, Inc. (4)
122 Fifth Avenue
New York City, NY 10011
Retail
First Lien
L + 7.33%
8/7/2024
$
17,637

$
17,225

$
17,196

 

27



Name and Address of Portfolio Company Address
Industry
Type
Interest Rate
Maturity
Par/ Principal Amount
Amortized Cost (1)
Fair Value (2)
% of Class Held
BMS Holdings III Corp.
5718 Airport Freeway
Haltom City, TX, TX 76117
Construction & Building
First Lien
L + 5.25%
9/30/2026
$
11,638

$
11,274

$
11,591

 
Brave Parent Holdings, Inc.
11695 Johns Creek Parkway
Suite 200
Johns Creek, GA 30097
Software
Second Lien
L + 7.50%
4/19/2026
$
19,062

$
18,660

$
18,261

 
Brooks Equipment Company, LLC
10926 David Taylor Drive
Suite 300
Charlotte, NC 28262
Construction & Building
First Lien
L + 5.00%
8/29/2020
$
2,443

$
2,439

$
2,441

 
Capstone Logistics Acquisition, Inc.
16525 The Corners Parkway
Peachtree Corners, GA 30092
Transportation: Cargo
First Lien
L + 4.50%
10/7/2021
$
3,976

$
3,962

$
3,894

 
Captive Resources Midco, LLC
201 East Commerce Drive, Schaumburg, IL 60173
Banking, Finance, Insurance & Real Estate
First Lien
L + 6.00%
5/31/2025
$
30,301

$
29,814

$
30,158

 
Central Security Group, Inc.
2448 East 81st Street
Suite 4300
Tulsa, OK 74137
Consumer Services
First Lien
L + 5.63%
10/6/2021
$
22,634

$
22,531

$
19,466

 
Chartis Holding, LLC
220 West Kenzie Street
3rd Floor
Chicago, IL 60654
Business Services
First Lien
L + 5.25%
4/1/2025
$
15,926

$
15,538

$
15,723

 
Chartis Holding, LLC
220 West Kenzie Street
3rd Floor
Chicago, IL 60654
Business Services
Common Stock
 
 
$
433

$
433

$
589

0.32%
Chemical Computing Group ULC (Canada)(3)
1010 Sherbrooke St. W,
Suite 910
Montreal, Canada QC H3A 2R7
Software
First Lien
L + 5.25%
8/30/2023
$
14,674

$
14,567

$
14,539

 
CIP Revolution Holdings, LLC
4680 Parkway Drive
Suite 202
Mason, OH 45040
Media: Advertising, Printing & Publishing
Common Stock
 
 
$
318

$
318

$
444

0.28%
CircusTrix Holdings, LLC
P.O. Box 302
Provo , UT 84603
Hotel, Gaming & Leisure
First Lien
L + 5.50%
2/13/2025
$
9,397

$
9,342

$
9,242

 
Comar Holding Company, LLC
220 Laurel Road
Voorhees, NJ 08043
Containers, Packaging & Glass
First Lien
L + 5.25%
6/18/2024
$
27,783

$
27,254

$
27,101

 
Cority Software Inc. (Canada)(3)
250 Bloor Street East 9th Floor, Toronto, Canada M4W 1E5
Software
First Lien
L + 5.50%
7/2/2025
$
27,000

$
26,435

$
26,400

 
Cority Software Inc. (Canada)
250 Bloor Street East 9th Floor, Toronto, Canada M4W 1E5
Software
Common Stock
 
 
$
250

$
250

$
306

0.08%
DecoPac, Inc.
3500 Thurston Avenue
Anoka, MN 55303
Non-durable Consumer Goods
Common Stock
 
 
$
1,500

$
1,500

$
1,999

0.87%
Dent Wizard International Corporation
4710 Earth City Expressway
Bridgeton, MO 63044
Automotive
First Lien
L + 4.00%
4/7/2020
$
877

$
877

$
873

 
Derm Growth Partners III, LLC (Dermatology Associates)
1720 S. Beckham Ave.
Suite 102
Tyler, TX 75701
Healthcare & Pharmaceuticals
First Lien
L + 6.25% (100% PIK)
5/31/2022
$
56,310

$
56,026

$
39,716

 
Derm Growth Partners III, LLC (Dermatology Associates)
1720 S. Beckham Ave
Suite 102
Tyler, TX 75701
Healthcare & Pharmaceuticals
Common Stock
 
 
$
1,000

$
1,000

-

0.41%
DermaRite Industries, LLC
7777 West Side Ave.
North Bergen , NJ 07047
Healthcare & Pharmaceuticals
First Lien
L + 7.00%
3/3/2022
$
22,647

$
22,481

$
21,690

 
Digicel Limited (3)
16 Church Street
Hamilton HM11, Bermuda
Telecommunications
First Lien
6.00%
4/15/2021
$
250

$
202

$
195

 

28



Name and Address of Portfolio Company Address
Industry
Type
Interest Rate
Maturity
Par/ Principal Amount
Amortized Cost (1)
Fair Value (2)
% of Class Held
Dimensional Dental Management, LLC
1030 St. Georges Avenue
Suite 401
Avenel, NJ 07001
Healthcare & Pharmaceuticals
First Lien
L + 5.75%
2/12/2021
$
1,224

$
1,199

$
1,224

 
Dimensional Dental Management, LLC (4)
1030 St. Georges Avenue
Suite 401
Avenel, NJ 07001
Healthcare & Pharmaceuticals
First Lien
(4)
L + 5.75%.
2/12/2021
$
33,674

$
33,301

-

 
Direct Travel, Inc.
7430 E. Caley Avenue
Suite 220 E
Centennial , CO 80111
Hotel, Gaming & Leisure
First Lien
L + 6.50%
12/1/2021
$
36,805

$
36,515

$
36,757

 
DTI Holdco, Inc.
Two Ravinia, Suite 850
Atlanta, GA 30346
High Tech Industries
First Lien
L + 4.75%
9/30/2023
$
1,974

$
1,871

$
1,841

 
Emergency Communications Network, LLC
780 West Granada Blvd.
Ormond Beach, FL 32174
Telecommunications
First Lien
L + 6.25%
6/1/2023
$
24,375

$
24,233

$
22,323

 
Ensono, LP
3333 Finley Road
Downers Grove, IL 60515
Telecommunications
First Lien
L + 5.25%
6/27/2025
$
8,537

$
8,452

$
8,537

 
Ethos Veterinary Health LLC
20 Cabot Road
Woburn , MA 01801
Consumer Services
First Lien
L + 5.00%
5/15/2026
$
10,869

$
10,744

$
10,807

 
EvolveIP, LLC
989 Old Eagle School Road
Wayne, PA 19087
Telecommunications
First Lien
L + 5.75%
6/7/2023
$
34,420

$
33,923

$
34,420

 
Frontline Technologies Holdings, LLC
1400 Atwater Drive
Malvern, PA 19355
Software
First Lien
L + 5.75%
9/18/2023
$
48,242

$
47,949

$
48,705

 
FWR Holding Corporation
11100 Santa Monica Boulevard
Suite 1900
Los Angeles, FL 90025
Beverage, Food & Tobacco
First Lien
L + 5.50%
8/21/2023
$
48,630

$
47,950

$
48,393

 
Green Energy Partners/Stonewall, LLC
4100 Spring Valley Rd.
Suite 1001
VA 75244
Energy: Electricity
First Lien
L + 5.50%
11/10/2021
$
19,550

$
19,374

$
18,034

 
GRO Sub Holdco, LLC (Grand Rapids)
750 East Beltline, NE
Grand Rapids, MI 49525
Healthcare & Pharmaceuticals
First Lien
L + 6.00%
2/1/2025
$
6,465

$
6,380

$
6,085

 
GRO Sub Holdco, LLC (Grand Rapids)
750 East Beltline, NE
Grand Rapids, MI 49525
Healthcare & Pharmaceuticals
Common Stock
 
 
$
500

$
500

$
137

0.41%
Higginbotham Insurance Agency, Inc.
500 W. 13th Street
Fort Worth, TX 76102
Banking, Finance, Insurance & Real Estate
Second Lien
L + 7.50%
12/19/2025
$
2,500

$
2,475

$
2,493

 
Hummel Station, LLC
5001 Spring Valley Rd.
Suite 1150
West, Dallas, PA 75244
Energy: Electricity
First Lien
L + 6.00%
10/27/2022
$
14,641

$
14,169

$
12,896

 
Hydrofarm, LLC
2249 S. McDowell Ext.
Petaluma, CA 94954
Wholesale
First Lien
L+10.00% (30% CASH/70% PIK)
5/12/2022
$
21,556

$
21,254

$
13,647

 
iCIMS, Inc.
101 Crawfords Corner Road
Suite3-100
Holmdel, NJ 07733
Software
First Lien
L + 6.50%
9/12/2024
$
23,930

$
23,507

$
23,927

 
Innovative Business Services, LLC
8701 East Hartford Drive
Suite 200
Scottsdale, AZ 85255
High Tech Industries
First Lien
L + 5.50%
4/5/2025
$
16,143

$
15,782

$
15,880

 
Jazz Acquisition, Inc.
416 Dividend Drive
Peachtree City, GA 30269
Aerospace & Defense
Second Lien
L + 8.00%
6/18/2027
$
23,450

$
23,117

$
23,225

 

29



Name and Address of Portfolio Company Address
Industry
Type
Interest Rate
Maturity
Par/ Principal Amount
Amortized Cost (1)
Fair Value (2)
% of Class Held
K2 Insurance Services, LLC
11452 El Camino Real
Suite 250
San Diego, CA 92130
Banking, Finance, Insurance & Real Estate
First Lien
L + 5.00%
7/1/2024
$
22,027

$
21,487

$
22,062

 
K2 Insurance Services, LLC
11452 El Camino Real
Suite 250
San Diego, CA 92130
Banking, Finance, Insurance & Real Estate
Common Stock
 
 
$
433

$
433

$
486

0.22%
Kaseya Luxembourg Holdings S.C.A. (Luxembourg)
701 Brickell Avenue
Suite 400
Miami, FL 33131
High Tech Industries
First Lien
L + 5.50%, 1.00% PIK
5/2/2025
$
19,545

$
19,145

$
19,590

 
Le Tote, Inc.
3130 20th Street
San Francisco, CA 94110
Retail
First Lien
L + 6.75%
11/8/2024
$
7,143

$
6,969

$
6,964

 
Legacy.com, Inc.(4)
820 Davis Street
Suite 210
Evanston , IL 60201
High Tech Industries
First Lien
L + 8.76%, 1.00% PIK
3/20/2023
$
17,080

$
16,832

$
16,325

 
Legacy.com, Inc.
820 Davis Street
Suite 210
Evanston , IL 60201
High Tech Industries
Common Stock
 
 
$
1,500

$
1,500

$
783

1.57%
Lifelong Learner Holdings, LLC
2950 N Hollywood Way
Suite 200
Burbank, CA 91505
Business Services
First Lien
L + 5.75%
10/18/2026
$
23,523

$
22,971

$
23,240

 
Liqui-Box Holdings, Inc.
901 East Byrd Street
Suite 1105
Richmond, VA 23219
Containers, Packaging & Glass
First Lien
L + 4.50%
6/3/2024
-

$
(26
)
$
(37
)
 
Mailgun Technologies, Inc.
112 E Pecan St. #1135
San Antonio, TX 78205
High Tech Industries
First Lien
L + 5.00%
3/26/2025
$
11,853

$
11,607

$
11,655

 
Mailgun Technologies, Inc.
112 E Pecan St. #1135
San Antonio, TX 78205
High Tech Industries
Common Stock
 
 
$
424

$
424

$
605

0.24%
National Carwash Solutions, Inc.
1500 SE 37th Street
Grimes, IA 50111
Automotive
First Lien
L + 6.00%
4/28/2023
$
9,511

$
9,342

$
9,428

 
National Technical Systems, Inc.
24007 Ventura Boulevard
Calabasas, CA 91302
Aerospace & Defense
First Lien
L + 6.25%
6/12/2021
$
27,950

$
27,801

$
27,920

 
NES Global Talent Finance US, LLC (United Kingdom)(3)
Dyce Dr.
Aberdeen AB21 0BR
United Kingdom
Energy: Oil & Gas
First Lien
L + 5.50%
5/11/2023
$
9,890

$
9,762

$
9,763

 
Nexus Technologies, LLC
5889 South Greenwood Plaza Blvd
Suite 201
Greenwood Village, CO 80111
High Tech Industries
First Lien
L + 7.00%
11/23/2023
$
6,172

$
6,119

$
5,621

 
NMI AcquisitionCo, Inc.
2174 W Grove Parkway
Suite 150
Pleasant Grove, Utah, UT 84062
High Tech Industries
First Lien
L + 5.75%
9/6/2022
$
50,067

$
49,471

$
49,888

 
North Haven Goldfinch Topco, LLC
101 Stewart Street
Suite 700
Seattle, WA 98101
Containers, Packaging & Glass
Common Stock
 
 
$
2,315

$
2,315

$
2,542

1.38%
Northland Telecommunications Corporation
101 Stewart Street
Suite 700
Seattle, WA 98101
Media: Broadcast & Subscription
First Lien
L + 5.75%
10/1/2025
$
46,603

$
45,916

$
46,529

 
Outcomes Group Holdings, Inc.
1277 Treat Blvd
Suite 800
Walnut Creek, CA 94597
Business Services
Second Lien
L + 7.50%
10/26/2026
$
4,500

$
4,490

$
4,487

 
Paramit Corporation
18735 Madrone Parkway
Morgan Hill, CA 95037
Capital Equipment
First Lien
L + 4.50%
5/3/2025
$
6,298

$
6,241

$
6,268

 

30



Name and Address of Portfolio Company Address
Industry
Type
Interest Rate
Maturity
Par/ Principal Amount
Amortized Cost (1)
Fair Value (2)
% of Class Held
Paramit Corporation
18735 Madrone Parkway
Morgan Hill, CA 95037
Capital Equipment
Common Stock
 
 
$
150

$
500

$
501

0.27%
Pathway Vet Alliance, LLC
4225 Guadalupe St.
Austin, TX 78751
Consumer Services
Second Lien
L + 8.50%
12/19/2025
$
8,050

$
7,814

$
8,074

 
PF Growth Partners, LLC
212 West Padonia Road
Timonium , MD 21093
Hotel, Gaming & Leisure
First Lien
L + 5.00%
7/11/2025
$
7,161

$
7,045

$
7,135

 
Pharmalogic Holdings Corp.
1 South Ocean Boulevard
Boca Raton, FL 33432
Healthcare & Pharmaceuticals
Second Lien
L + 8.00%
12/11/2023
$
800

$
797

$
796

 
Plano Molding Company, LLC
431 E. South St.
Plano, IL 60545
Hotel, Gaming & Leisure
First Lien
L + 7.50%
5/12/2021
$
14,752

$
14,645

$
14,085

 
PPC Flexible Packaging, LLC
1111 Busch Parkway
Buffalo Grove, IL 60089
Containers, Packaging & Glass
First Lien
L + 5.25%
11/23/2024
$
13,591

$
13,404

$
13,464

 
PPC Flexible Packaging, LLC
1111 Busch Parkway
Buffalo Grove, IL 60089
Containers, Packaging & Glass
Common Stock
 
 
$
965

$
965

$
1,174

0.96%
PPT Management Holdings, LLC
333 Earle Ovington
Suite 225
Uniondale, NY 11553
Healthcare & Pharmaceuticals
First Lien
L + 6.00%, 0.75% PIK
12/16/2022
$
27,744

$
27,627

$
23,155

 
Pretium Packaging, LLC
15450 S. Outer
Forty (#120)
Chesterfield, MO 63017
Containers, Packaging & Glass
First Lien
L + 5.00%
11/14/2023
$
7,700

$
7,631

$
7,700

 
PricewaterhouseCoopers Public Sector LLP
1800 Tysons Corner
McLean , VA 22102
Aerospace & Defense
First Lien
L + 3.25%
5/1/2023
-

$
(105
)
$
(46
)
 
Product Quest Manufacturing, LLC
330 Carswell Avenue
Daytona Beach, FL 32117
Containers, Packaging & Glass
First Lien
L + 6.75%
3/31/2020
$
840

$
840

$
840

 
Propel Insurance Agency, LLC
1201 Pacific Avenue Suite 1000, Tacoma, WA 98402
Banking, Finance, Insurance & Real Estate
First Lien
L + 4.50%
6/1/2024
$
2,363

$
2,347

$
2,353

 
Quartz Holding Company (QuickBase, Inc.)
150 Cambridgepark Dr.
Cambridge, MA 02140
Software
Second Lien
L + 8.00%
4/2/2027
$
11,900

$
11,677

$
11,662

 
QW Holding Corporation (Quala)
1302 N. 19th Street
Suite 300
Tampa, FL 33605
Environmental Industries
First Lien
L + 5.75%
8/31/2022
$
43,358

$
42,802

$
43,106

 
Redwood Services Group, LLC
1 California St.
San Francisco, CA 94111
High Tech Industries
First Lien
L + 6.00%
6/6/2023
$
8,427

$
8,363

$
8,342

 
Reladyne, Inc.
8280 Montgomery Road
Suite 101
Cincinnati, OH 45236
Wholesale
Second Lien
L + 9.50%
1/21/2023
$
12,242

$
12,080

$
12,234

 
Riveron Acquisition Holdings, Inc.
2515 Mckinney Avenue
Suite 1200
Dallas, TX 75201
Banking, Finance, Insurance & Real Estate
First Lien
L + 6.25%
5/22/2025
$
19,968

$
19,605

$
19,587

 
Rough Country, LLC
2450 Huish Rd
Dyersburg, TN 38024
Durable Consumer Goods
Common Stock
 
 
$
755

$
755

$
1,225

0.28%
RSC Acquisition, Inc.
160 Federal Street
4th Floor
Boston, MA 02110
Banking, Finance, Insurance & Real Estate
First Lien
L + 5.50%
11/1/2026
$
11,594

$
11,222

$
11,449

 
Sapphire Convention, Inc. (Smart City)
5795 W. Badura Ave.
Suite 110
Las Vegas, FL 89118
Telecommunications
First Lien
L + 5.25%
11/20/2025
$
28,577

$
28,009

$
28,329

 
SiteLock Group Holdings, LLC
8701 East Hartford Drive
Suite 200
Scottsdale, AZ 85255
High Tech Industries
Common Stock
 
 
$
446

$
446

$
587

1.81%

31



Name and Address of Portfolio Company Address
Industry
Type
Interest Rate
Maturity
Par/ Principal Amount
Amortized Cost (1)
Fair Value (2)
% of Class Held
Smile Doctors, LLC
285 Southeast Inner Loop
Georgetown, TX 78626
Healthcare & Pharmaceuticals
First Lien
L + 6.00%
10/6/2022
$
22,227

$
22,136

$
21,996

 
SolAero Technologies Corp.
Telecommunications
Common Stock
 
 
$
3

$
2,815

$
826

29.20%
SolAero Technologies Corp. (A1 Term Loan)
10420 Research Road SE
Albuquerque, NM, 87123
Telecommunications
First Lien
L + 8.00% (100% PIK)
10/12/2022
$
3,166

$
3,166

$
3,166

 
SolAero Technologies Corp. (A2 Term Loan)
10420 Research Road SE
Albuquerque, NM, 87123
Telecommunications
First Lien
L + 8.00% (100% PIK)
10/12/2022
$
8,707

$
8,707

$
8,707

 
SolAero Technologies Corp. (Priority Term Loan)(2)
10420 Research Road SE
Albuquerque, NM, 87123
Telecommunications
First Lien
L + 6.00%
10/12/2022
$
9,612

$
9,507

$
9,612

 
Sovos Brands Intermediate, Inc.
1901 Fourth St #200
Berkeley, CA 94710
Beverage, Food & Tobacco
First Lien
L + 5.00%
11/20/2025
$
19,899

$
19,714

$
19,750

 
SPay, Inc.
5360 Legacy Drive #510
Plano, TX 75024
Hotel, Gaming & Leisure
First Lien
L + 5.75%
6/17/2024
$
20,512

$
20,179

$
18,694

 
Superior Health Linens, LLC
5005 S. Packard Ave
Cudahy, KY 53110
Business Services
First Lien
L + 7.50%, 0.50% PIK
9/30/2021
$
21,805

$
21,666

$
19,933

 
Surgical Information Systems, LLC(4)
555 North Point Center East
Alpharetta, GA 30022
High Tech Industries
First Lien
L + 5.77%
4/24/2023
$
26,168

$
26,007

$
25,715

 
T2 Systems Parent Corporation
8900 Keystone Crossing
Suite 700
Indianapolis, IN 46240
Transportation: Consumer
Common Stock
 
 
$
556

$
556

$
628

0.64%
T2 Systems, Inc.
8900 Keystone Crossing
Suite 700
Indianapolis, IN 46240
Transportation: Consumer
First Lien
L + 6.75%
9/28/2022
$
35,648

$
35,159

$
35,648

 
Tailwind HMT Holdings Corp.
24 Waterway Avenue
Suite 400
The Woodlands, TX 77380
Energy: Oil & Gas
Common Stock
 
 
$
20

$
2,000

$
2,211

2.61%
Tank Holding Corp.
6940 O Street
Suite 100
Lincoln, NE 68510
Capital Equipment
First Lien
L + 4.00%
3/26/2024
-

-

-

 
Tank Holding Corp.
6940 O Street
Suite 100