Document

As filed with the U.S. Securities and Exchange Commission on April 28, 2021
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. 
¨ Post-Effective Amendment No.
TCG BDC, INC.
(Exact name of Registrant as specified in its charter)
One Vanderbilt Avenue, Suite 3400
New York, NY 10017
(Address of Principal Executive Offices)
(212) 813-4900
(Registrant’s Telephone Number, including Area Code)
Linda Pace
TCG BDC, Inc.
One Vanderbilt Avenue, Suite 3400
New York, NY 10017
(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.
☐ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans
☒ Check box 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 ( “Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
☐ Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☒ Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):
☐ when declared effective pursuant to section 8(c) of the Securities Act



Check each box that appropriately characterizes the Registrant:
☐ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).
☒ Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act.
☐ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☒ A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☒ Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐ Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934).
☐ If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).


CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities Being Registered
Amount Being
Registered
(1)
Proposed Maximum
Offering Price
Per Unit
(1)
Proposed Maximum
Aggregate Offering
Price
(1)
Amount of
Registration
Fee
(7)
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

(1)    An unspecified amount of securities or aggregate principal amount, as applicable, of each identified class is being registered as may from time to time be sold at unspecified prices.
(2)    Subject to Note 1 above, 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 1 above, 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 1 above, 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.
(6)    Subject to Note 1 above, 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)    Pursuant to Rule 456(b), Rule 457(r) and Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is deferring payment of the registration fee, except for $73,983.19 in unused registration fee that was previously paid with respect to unsold securities that the Registrant previously registered on Registration Statement File No. 333-222096 initially filed on December 15, 2017, which fee was carried forward to Registration Statement File No. 333-237661 filed on April 14, 2020 (the “Prior Registration Statement”). Pursuant to Rule 457(o) under the Securities Act, the unused registration fee of $73,983.19 may be used to offset the registration fee payable pursuant to this Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of $500,000,000 in aggregate offering price 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.





PROSPECTUS
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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, to a lesser extent, capital appreciation primarily through secured debt investments in U.S. middle market companies. Our core investment strategy focuses on lending to U.S. middle market companies supported by financial sponsors, which we define as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization. We seek to achieve our investment objective by investing primarily in first lien senior secured loans and second lien senior secured loans, with the balance of our assets invested in higher yielding investments. As of December 31, 2020, our investment portfolio consisted of 160 investments in 117 portfolio companies with an aggregate fair value of $1,826 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 $246 billion of assets under management as of December 31, 2020.
We may offer, from time to time, in one or more offerings or series, 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 27, 2021 the last reported sales price of our common stock on The Nasdaq Global Select Market was $13.83 per share. The NAV per share of our common stock at December 31, 2020 (the last date prior to the date of this prospectus on which we determined NAV per share) was $15.39.
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 One Vanderbilt Avenue, Suite 3400, New York, NY 10017, 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 28, 2021.



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, 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 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;
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; and
the term “Credit Fund II” refers to Middle Market Credit Fund II, LLC, an unconsolidated limited liability company, in which we own an 84.13% economic interest and co-manage with Cliffwater Corporate Lending Fund ("CCLF"), 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”).
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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 in June 2017.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through secured debt investments in U.S. middle market companies. Our core investment strategy focuses on lending to U.S. middle market companies supported by financial sponsors, 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. This core strategy is supplemented with complementary specialty lending and opportunistic investing strategies, which take advantage of the broad capabilities of Carlyle’s Global Credit platform while offering risk-diversifying portfolio benefits. We seek to achieve our investment objective primarily through direct originations of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with the balance of 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, 2020 filed with the SEC on February 23, 2021—as amended by our Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on February 25, 2021 (together, the “2020 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 One Vanderbilt Avenue, Suite 3400, New York, NY 10017, 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.
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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 $246 billion of assets under management (“AUM”) as of December 31, 2020, 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 1,825 employees, including 678 investment professionals in 24 offices across five continents, and serves more than 2,650 active carry fund investors from 95 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. The following is a summary of the principal risks that you should carefully consider before investing in our securities. In addition, see “Risk Factors” beginning on page 13 in this prospectus and in our 2020 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.

Risks Related to Our Business and Structure
We are currently operating in a period of capital markets disruption and economic uncertainty, and capital markets may experience periods of disruption and instability in the future. These market conditions may materially and adversely affect debt and equity capital markets in the U.S. and abroad, which may have a negative impact on our business and operations. Economic recessions or downturns could impair our portfolio companies and harm our operating results.
The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our portfolio companies and the results of our operations. Our Investment Adviser's employees 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.
Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, us.
We are dependent upon our Investment Adviser for our future success, and there are significant potential conflicts of interest which could impact our investment returns. Our fee structure and the Investment Adviser’s limited liability under the Investment Advisory Agreement may lead our Investment Adviser to act in a riskier manner on our behalf than it would when acting for its own account. Our Investment Adviser, Administrator and sub-administrators are able to resign upon 60 days' notice, and we may not be able to find a suitable replacement within that time.
Our financial condition, results of operations and ability to achieve our investment objective depend on our ability to source investments, access financing and manage future growth effectively. We may experience fluctuations in our quarterly results.
Any failure on our part to maintain our status as a BDC or RIC would reduce our operating flexibility, may hinder our achievement of our investment objective, may limit our investment choices and may subject us to greater regulation. We will be subject to corporate-level income tax if we are unable to maintain our qualification as a RIC for U.S. federal income tax purposes under Subchapter M of the Code.
We may need to raise additional capital to grow because we must distribute most of our income. Regulations governing our operation as a BDC affect our ability to, and the way in which we will, raise additional capital.
Pursuant to approval granted by our stockholders, we are authorized to sell or otherwise issue shares of our common stock at a price below the then-current net asset value (“NAV”) per share, subject to certain conditions. The NAV per share of our common stock may be diluted if we sell shares of our common stock and prices below the then-current NAV per share.
We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us. Our indebtedness could adversely affect our business, financial conditions or results of operations.
Changes in interest rates may increase our cost of capital, reduce the ability of our portfolio companies to service their debt obligations and decrease our net investment income. Changes in or the discontinuation of the London Interbank Offered Rate (“LIBOR”) may adversely affect our business and results of operations.
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We may have difficulty paying our required distributions if we recognize taxable income before or without receiving cash representing such income.
A portion of our income and fees may not be qualifying income for purposes of the income source requirement.
If we are not treated as a “publicly offered regulated investment company,” as defined in the Code, certain U.S. stockholders will be taxed as though they received a distribution of some of our expenses.
If we fail to maintain the adequacy of our internal controls over financial reporting, we may not be able to accurately report our financial results.
Certain investors are limited in their ability to make significant investments in us.
Our Board of Directors (the “Board”) is authorized to reclassify any unissued shares of common stock into one or more classes of preferred stock, which could convey special rights and privileges to its owners.
Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
Our Board may change our investment objective, operating policies and strategies without prior notice and without stockholder approval.
We are highly dependent on information systems, and systems failures could significantly disrupt our business. Cybersecurity risks and cyber incidents may adversely affect our business or those of our portfolio companies.
Changes in laws or regulations governing our and our portfolio companies’ businesses, and any failure by us or our portfolio companies to comply with these laws or regulations may adversely affect our and our portfolio companies' businesses.
We are subject to certain risks as a result of our direct interest in the preferred interests issued by the 2015-1 Issuer.

Risks Related to Our Investments
Our investments are risky and speculative, and may be affected by force majeure events, including the COVID-19 pandemic.
Our portfolio securities are generally illiquid and typically do not have a readily available market price.
We operate in a highly competitive market for investment opportunities, and compete with investment vehicles sponsored or advised by our affiliates. Our ability to enter into transactions with Carlyle and our other affiliates is restricted.
Our portfolio companies may be highly leveraged, may incur debt that ranks equally with, or senior to, some of our investments in such companies, and may be concentrated in a limited number of portfolio companies and industries.
Declines in the prices of corporate debt securities and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our NAV through increased net unrealized depreciation.
To the extent we make investments in restructurings and reorganizations they may be subject to greater regulatory and legal risks than other traditional direct investments in portfolio companies.
The financial projections of our portfolio companies could prove inaccurate. The due diligence investigation that our Investment Adviser carries out with respect to an investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity.
Our portfolio companies prepay loans from time to time, which may have the effect of reducing our investment income if the returned capital cannot be invested in transactions with equal or greater yields.
Our investments through joint ventures or other special purpose vehicles may entail greater risks, or risks that we otherwise would not incur, if we otherwise made such investments directly.
Our failure to make follow-on investments in our portfolio companies could impair the value of our investments.
The disposition of our investments may result in contingent liabilities.
Because we generally do not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies.
We may expose ourselves to risks if we engage in hedging transactions.
There are certain risks associated with holding debt obligations that have original issue discount or payment-in-kind interest.

4


Risks Related to an Investment in Our Common Stock and Other Securities That We May Issue
Investing in our securities may involve a high degree of risk, and the market price of our securities may fluctuate significantly. Our shares of common stock have traded at a discount to NAV and may do so again.
We issued cumulative convertible preferred stock, par value $0.01 (the “Preferred Stock”), in May 2020 and we may in the future determine to issue additional preferred stock, which could adversely affect the market value of our common stock. Our stockholders may experience dilution upon the conversion of the Preferred Stock. Holders of the Preferred Stock have the right to elect members of the board of directors and class voting rights on certain matters.
Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.
There is a risk that our stockholders may not receive distributions or that our distributions may not grow over time.
Our stockholders may receive shares of our common stock as dividends, which could result in adverse tax consequences to them. Non-U.S. stockholders may be subject to withholding of U.S. federal income tax on dividends we pay.
Corporate Information
Our principal executive offices are located at One Vanderbilt Avenue, Suite 3400, New York, NY 10017 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.

5


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. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our NAV per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of the majority of our common stockholders or (c) under such other circumstances as the SEC may permit. Any such issuance of shares of our common stock below NAV may be dilutive to the NAV of our common stock. 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 proceedsUnless 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 the Company’s senior secured revolving credit facility (as amended, the “Credit Facility”), 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”
DistributionsTo 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. 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.”
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Tax statusWe 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 PlanWe 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, 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 FeesWe 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 2020 Annual Report.
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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.

LeverageFrom 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 discountShares 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 AdviserWe 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 $246 billion of AUM as of December 31, 2020.



AdministratorCGCA, 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 factorsSee “Risk Factors” and the other information included or incorporated by reference 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: One Vanderbilt Avenue, Suite 3400, New York, NY 10017, or by telephone (collect) at (212) 813-4900.
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Information incorporated by referenceThe 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.



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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
3.36%(6)
Incentive fee payable under the Investment Advisory Agreement (17.5% of pre-incentive fee net investment income and capital gains)
 2.18%(7)
Interest payments on borrowed funds
  4.65%(8)
Other expenses
 0.70%(9)(11)
Acquired fund fees and expenses
2.48%(10)
Total annual expenses
13.37%(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”. 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 $851,363 million as of December 31, 2020.
(6)    The base management fee under the Investment Advisory Agreement is calculated and payable quarterly in arrears at an annual rate of 1.50% of the average value of the gross assets at the end of the two most recently completed fiscal quarters; provided, however, that the base management fee 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 2020 Annual Report and in Note 4 to our consolidated financial statements in our 2020 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, 2020, 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
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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 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 2020 Annual Report and in Note 4 to our consolidated financial statements in our 2020 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, 2020 under (i) our secured borrowings under the Credit Facility, which were $347.9 million as of December 31, 2020, (ii) the $449.2 million in aggregate principal amount of notes offered by the 2015-1 Issuer (the “2015-1R Notes”), (iii) the $115 million in aggregate principal amount of 4.750% senior unsecured notes due December 31, 2024 (the “2019 Notes”), and (iv) the $75 million in aggregate principal amount of 4.500% senior unsecured notes due December 31, 2024 (the “2020 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 2020 Annual Report and in Note 4 to our consolidated financial statements in our 2020 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, 2020.
(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 and Credit Fund II, which were our only acquired fund as of December 31, 2020.
(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)
$87$252$404$739
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)
$96$275$437$783
(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
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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.
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.
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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 2020 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 2020 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 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.

The market price of our securities may fluctuate significantly.

The market price and liquidity of the market for our common stock and any other securities that we may issue 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 status;
changes in our earnings or perceived changes or variations in our 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. economy and where the debt market is in the credit cycle
uncertainty surrounding the policies of the new presidential administration;
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 Brexit;
the occurrence of one or more natural disasters, pandemic outbreaks or other health crises (including, but not limited to, the COVID-19 outbreak);
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fluctuations in base interest rates, such as 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 to 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 to 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 an offering.

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. Pursuant to approval granted at a special meeting of stockholders held on October 28, 2020, we are authorized, with the approval of the Board, to sell or otherwise issue shares of our common stock at a price below the then-current net asset value per share, subject to certain limitations (including that the number of shares issued does not exceed 25% of our then-outstanding common stock immediately prior to each such offering). Such stockholder approval expires on October 28, 2021.
We issued the Preferred Stock in May 2020 and we may in the future determine to issue additional preferred stock, which could adversely affect the market value of our common stock.
On May 5, 2020 we issued the Preferred Stock. The Preferred Stock ranks senior to our common stock with respect to the payment of dividends and distribution of assets upon liquidation. The Preferred Stock has a liquidation preference equal to $25 per share (the “Liquidation Preference”) plus any accumulated but unpaid dividends up to but excluding the date of distribution.

The Preferred Stock is convertible, in whole or in part, at the option of the holder of the Preferred Stock into the number of shares of common stock equal to the Liquidation Preference plus any accumulated but unpaid dividends, divided by an initial conversion price of $9.50, subject to certain adjustments to prevent dilution as set forth in the articles supplementary (the “Articles Supplementary”) that established the terms of the Preferred Stock. The conversion price as of December 31, 2020 was $9.50.

Each holder of Preferred Stock is entitled to one vote on each matter submitted to a vote of our stockholders. In addition, for so long as we are subject to the Investment Company Act, the holders of Preferred Stock, voting separately as a single class, have the right to elect two members of the Board at all times, and the balance of the directors will be elected by the holders of the common stock and the Preferred Stock voting together.

The issuance of the Preferred Stock and any shares of additional 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 the Preferred Stock and on any additional preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of the Preferred Stock and any additional preferred stock must take preference over any dividends or other payments to our common stockholders, and holders of the Preferred Stock or any additional 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, the Preferred Stock and any additional preferred stock constitute a “senior security” for purposes of the 150% asset coverage test.
Our stockholders may experience dilution upon the conversion of the Preferred Stock.
If we deliver shares of common stock upon a conversion of the Preferred Stock at a time our NAV per share exceeds the conversion price in effect at such time, our stockholders may incur dilution. Our stockholders will also experience dilution in their ownership percentage of common stock upon our issuance of common stock in connection with the conversion of the Preferred Stock.
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In addition, any dividends paid on our common stock will also be paid on shares of our common stock issued in connection with a conversion of the Preferred Stock after such issuance.
Holders of the Preferred Stock have the right to elect members of the board of directors and class voting rights on certain matters.
Holders of the Preferred Stock and of any additional 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.
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 2, 2020, the Company’s Board authorized a 12-month extension of a previously approved $100 million stock repurchase program (the “Company Stock Repurchase Program”) as well as the expansion of the authorization to $150 million. Under such authorization, the Company Stock Repurchase Program will continue in effect until the earlier of November 3, 2021 and the date on which $150 million has been used to repurchase shares (including amounts already used to repurchase common stock prior to the extension of the Program). Pursuant to the 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 Exchange Act of 1934, as 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 Program does not require the Company to repurchase any specific number of shares and there can be no assurance as to the amount of shares repurchased under the Program. The 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 February 22, 2021, we had 55,048,840 shares of common stock outstanding. Sales of substantial amounts of our common stock, or the availability of such shares for sale, including as a result of the sale of our common stock issued upon conversion of the Preferred Stock, 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.

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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 our stockholders 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. It is not assured 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 risk factors relating to the COVID-19 pandemic. For example, if corporate offices, retail stores, and manufacturing facilities and factories in the jurisdictions, including the United States, affected by the COVID-19 pandemic continue to be or are again subject to temporary closures 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 Preferred Stock is entitled to be paid dividends in full prior to the declaration or payment of a dividend on our common stock. In addition, the Credit Facility 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 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. Any such income would be treated as income earned by us and therefore would be subject to the Annual Distribution Requirement (as defined and explained more fully in “ U.S. Federal Income Tax Considerations—Taxation as a Regulated Investment Company”). 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
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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. However, under the Investment Company Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless an “asset coverage” test is met.

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). Additionally, we may make investments that result in the recognition of ordinary income rather than capital gain, or that prevent us from accruing a long-term holding period. These investments may prevent us from making capital gain distributions.

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:

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.

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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, including the documents that we incorporated by reference, 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 2020 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, including from changes in or the discontinuation of LIBOR, on our business;
the valuation of our investments in portfolio companies, particularly those having no liquid trading market, 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;
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;
competition with other entities and our affiliates for investment opportunities;
the speculative and illiquid nature of our investments;
the use of borrowed money to finance a portion of our investments;
our expected financings and investments;
the adequacy of our cash resources and working capital;
the timing, form and amount of any dividend distributions;
the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon;
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the ability to consummate acquisitions;
the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;
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. L.L.C. to attract and retain highly talented professionals that can provide services to our investment adviser and administrator;
our ability to maintain our status as a business development company;
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 2020 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 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 our two most recent fiscal years and our most recently completed fiscal quarter, 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 27, 2021, the last reported closing sales price of our common stock on The Nasdaq Global Select Market was $13.83 per share, which represented a discount of approximately 10% to the NAV per share reported by us as of December 31, 2020
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)
HighLow
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
$14.18 $14.25 $4.61 0.49 %(67.49)%$0.37 
Second Quarter
$14.80 $10.10 $4.38 (31.76)%(70.41)%$0.37 
Third Quarter
$15.01 $9.54 $7.88 (36.44)%(47.50)%$0.37 
Fourth Quarter
$15.39 $11.55 $8.07 (24.95)%(47.56)%$0.36 
Year ended December 31, 2021
First Quarter
*$13.80 $10.23 **$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.
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The following table summarizes the Company’s dividends declared during the two most recent fiscal years and the current fiscal year to date:
Date DeclaredRecord DatePayment DatePer Share Amount 
2019
February 22, 2019March 29, 2019April 17, 2019$0.37 
May 6, 2019June 28, 2019July 17, 20190.37 
June 17, 2019June 28, 2019July 17, 20190.08 (1)
August 5, 2019September 30, 2019October 17, 20190.37 
November 4, 2019December 31, 2019January 17, 20200.37 
December 12, 2019December 31, 2019January 17, 20200.18 (1)
Total$1.74 
2020
February 24, 2020March 31, 2020April 17, 2020$0.37 
May 4, 2020June 30, 2020July 17, 20200.37 
August 3, 2020September 30, 2020October 16, 20200.32 (2)
August 3, 2020September 30, 2020October 16, 20200.05 (1)
November 2, 2020December 31, 2020January 15, 20210.32 
November 2, 2020December 31, 2020January 15, 20210.04 (1)
Total$1.47 
2021
February 22, 2021March 31, 2021April 16, 2021$0.32 
February 22, 2021March 31, 2021April 16, 2021$0.05 (1)
(1) Represents a special/supplemental dividend.
(2) The Company updated its dividend policy such that the regular dividend is $0.32 per share of common stock, effective with the third quarter 2020 dividend.

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, 2020, our asset coverage calculated in accordance with the Investment Company Act was 182.09%. 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.
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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.
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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 2020 Annual Report is incorporated herein by reference.

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SENIOR SECURITIES
Information about our senior securities is shown in the following table as of the end of each fiscal year ended December 31 since we commenced operations on May 2, 2013. The report of our independent registered public accounting firm, Ernst & Young LLP, on the senior securities table as of December 31, 2020 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
Total
December 31, 2020$1,037.1 $1,821.0 — N/A
December 31, 2019$1,180.8 $1,810.0 — N/A
December 31, 2018$963.8 $2,103.0 — N/A
December 31, 2017$835.9 $2,349.0 — N/A
December 31, 2016$694.9 $2,100.0 — N/A
December 31, 2015$507.3 $2,127.0 — N/A
December 31, 2014$308.4 $2,097.0 — N/A
December 31, 2013$66.8 $3,784.0 — N/A
SPV Credit Facility(5)
December 31, 2020$— $— — N/A
December 31, 2019$232.5 $356.0 — N/A
December 31, 2018$224.1 $489.0 — N/A
December 31, 2017$287.4 $808.0 — N/A
December 31, 2016$252.9 $764.0 — N/A
December 31, 2015$170.3 $714.0 — N/A
December 31, 2014$246.4 $1675.0 — N/A
December 31, 2013$66.8 $3784.0 — N/A
Credit Facility(6)
December 31, 2020$347.9 $611.0 — N/A
December 31, 2019$384.1 $589.0 — N/A
December 31, 2018$290.5 $634.0 — N/A
December 31, 2017$275.5 $774.0 — N/A
December 31, 2016$169.0 $511.0 — N/A
December 31, 2015$64.0 $268.0 — N/A
December 31, 2014$62.0 $421.0 — N/A
December 31, 2013$— $— — N/A
2015-1 Notes(7)
December 31, 2017$273.0 $767.0 — N/A
December 31, 2016$273.0 $825.0 — N/A
December 31, 2015$273.0 $1,145.0 — N/A
2015-1R Notes(7)
December 31, 2020$449.2 $789.0 — N/A
December 31, 2019$449.2 $689.0 — N/A
December 31, 2018$449.2 $980.0 — N/A
2019 Notes(8)
December 31, 2020$115.0 $202.0 — N/A
December 31, 2019$115.0 $176.0 — N/A
2019 Notes(9)
December 31, 2020$75.0 $132.0 — N/A
Preferred Stock(10)
December 31, 2020$50.0 $88.0 — N/A
(1)    Total amount of each class of senior securities outstanding at the end of the period presented.
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(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.
(5)    On May 24, 2013, the SPV closed on a senior secured credit facility (the “SPV Credit Facility”). On December 11, 2020, the SPV repaid all outstanding amounts under the SPV Credit Facility and the facility was terminated.
(6)    On March 21, 2014, we closed on the Credit Facility.
(7)    On June 26, 2015, we completed a $400 million term debt securitization (the “2015-1 Debt Securitization”). The notes offered in the 2015-1 Debt Securitization (the “2015-1 Notes”) were issued by the 2015-1 Issuer. On August 30, 2018, the 2015-1 Issuer refinanced the 2015-1 Debt Securitization (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing the 2015-1R Notes.
(8)    On December 30, 2019, we closed a private offering of the 2019 Notes.
(9)    On December 11, 2020, we closed a private offering of the 2020 Notes.
(10)    On May 5, 2020, we issued the Preferred Stock.

27


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 2020 Annual Report is incorporated herein by reference.


28


PORTFOLIO COMPANIES
    
The table set forth below contains certain information as of December 31, 2020 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 an affiliate of, and are presumed to control, Credit Fund, Credit Fund II and SolAero Technologies Corp. For purposes of the Investment Company Act, we are also an affiliate of, but are not presumed to control, Direct Travel, Inc.
Each of our investments in Credit Fund and Credit Fund II represents greater than 5% of our total assets as of December 31, 2020. For additional information on Credit Fund, see “Middle Market Credit Fund, LLC” in Part II, Item 7 of our 2020 Annual Report and in Note 5 to our consolidated financial statements in our 2020 Annual Report, which are incorporated herein by reference. For additional information on Credit Fund II, see “Middle Markets Credit Fund II, LLC” in Part II, Item 7 of our 2020 Annual Report and in Note 6 to our consolidated financial statements in our 2020 Annual Report, which are incorporated herein by reference.
Name and Address of Portfolio Company AddressIndustryTypeInterest RateMaturityPar/ Principal AmountAmortized Cost (1)Fair Value (2)% of Class Held
Advanced Web Technologies Holding Company
600 Hoover St NE UNIT 500
Minneapolis, MN 55413
Containers, Packaging & GlassFirst Lien DebtL + 6.00%12/17/2026$6,042 $5,859 $5,858 
AI Convoy S.A.R.L (United Kingdom)
Cleeve Road
LEATHERHEAD
Surrey, KT22 7SA
United Kingdom
Aerospace & DefenseSecond Lien DebtL + 8.25%1/17/2028$24,814 $24,305 $25,546 
Aimbridge Acquisition Co., Inc.
5851 Legacy Circle, Suite 400
Plano, TX 75204
Hotel, Gaming & LeisureSecond Lien DebtL + 7.50%2/1/2027$9,241 $9,104 $7,993 
Airnov, Inc.
27365 Schady Road
Olmstead Township, OH 44138
Containers, Packaging & GlassFirst Lien DebtL + 5.25%12/19/2025$11,216 $11,057 $11,221 
Alpha Packaging Holdings, Inc.
1555 Page Industrial Blvd
 St. Louis, MO 63132
Containers, Packaging & GlassFirst Lien DebtL + 6.00%11/12/2021$2,784 $2,784 $2,784 
Alpine SG, LLC
2121 N California Blvd, Suite 290
Walnut Creek, CA 94596
High Tech IndustriesFirst Lien DebtL + 5.75%11/16/2022$10,890 $10,835 $10,808 
Alpine SG, LLC
2121 N California Blvd, Suite 290
Walnut Creek, CA 94596
High Tech IndustriesFirst Lien DebtL + 8.50%11/16/2022$1,618 $1,578 $1,612 
Alpine SG, LLC
2121 N California Blvd, Suite 290
Walnut Creek, CA 94596
High Tech IndustriesFirst Lien DebtL + 6.50%11/16/2022$10,750 $10,452 $10,698 
American Physician Partners, LLC
5121 Maryland Way
Brentwood, TN 37027
Healthcare & PharmaceuticalsFirst Lien DebtL + 6.75%12/21/2021$28,848 $28,715 $27,295 
AMS Group HoldCo, LLC
2400 Old Mill Road
Carrollton, TX 75007
Transportation: CargoFirst Lien DebtL + 6.50%9/29/2023$22,252 $22,004 $21,945 
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
Capital EquipmentFirst Lien DebtL + 5.25%6/22/2024$2,361 $2,332 $2,361 
Anchor Hocking, LLC
519 N. Pierce Ave
Lancaster, OH 43130
Durable Consumer GoodsFirst Lien DebtL + 11.75%1/25/2024$9,758 $9,547 $9,358 
ANLG Holdings, LLC
8 Centennial Drive
Peabody, MA 01960
Capital EquipmentCommon Stock$592 $592 $865 0.22%
Applied Technical Services, LLC
1049 Triad Court
Marietta, GA 30062
Business ServicesFirst Lien DebtL + 5.75%12/29/2026$395 $382 $382 
Apptio, Inc.
11100 NE 8th Street, Suite 600
Bellevue, WA 98004
SoftwareFirst Lien DebtL + 7.25%1/10/2025$5,184 $5,073 $5,297 
AQA Acquisition Holding, Inc.
450 Artisan Way
Somerville, MA 02145
High Tech IndustriesSecond Lien DebtL + 8.00%5/24/2024$39,000 $38,741 $39,000 
29


Name and Address of Portfolio Company AddressIndustryTypeInterest RateMaturityPar/ Principal AmountAmortized Cost (1)Fair Value (2)% of Class Held
At Home Holding III, Inc.
1600 East Plano Parkway
Plano, TX 75074
RetailFirst Lien DebtL + 9.00%7/27/2022$875 $858 $870 
Aurora Lux FinCo S.Ã.R.L. (Luxembourg)
Avda. Diagonal 567, 3rd floor
Barcelona, Spain 08029
SoftwareFirst Lien DebtL + 5.75%12/24/2026$32,819 $32,093 $29,970 
Avenu Holdings, LLC
2411 Dulles Corner Park, Suite 800
Herndon, VA 20171
Sovereign & Public FinanceFirst Lien DebtL + 5.25%9/28/2024$37,276 $36,883 $37,276 
Avenu Holdings, LLC
2411 Dulles Corner Park, Suite 800
Herndon, VA 20171
Sovereign & Public FinanceCommon Stock$172 $172 $345 0.23%
Barnes & Noble, Inc.
122 Fifth Avenue
New York City, NY 10011
RetailFirst Lien DebtL + 5.50%8/7/2024$16,744 $16,426 $15,808 
BK Intermediate Company, LLC
8 Centennial Drive
Peabody, MA 01960
Healthcare & PharmaceuticalsCommon Stock$288 $288 $209 0.22%
BlueCat Networks, Inc. (Canada)
156 W. 56th Street, 3rd Floor
New York, NY 10106
High Tech IndustriesFirst Lien DebtL + 6.25%10/30/2026$11,468 $11,243 $11,239 
BMS Holdings III Corp.
5718 Airport Freeway
Haltom City, TX 76117
Construction & BuildingFirst Lien DebtL + 5.25%9/30/2026$1,596 $1,554 $1,578 
Brave Parent Holdings, Inc.
11695 Johns Creek Parkway, Suite 200
Johns Creek, GA 30097
SoftwareSecond Lien DebtL + 7.50%4/19/2026$19,062 $18,711 $19,062 
Captive Resources Midco, LLC
201 East Commerce Drive
Schaumburg, IL 60173
Banking, Finance, Insurance & Real EstateFirst Lien DebtL + 5.75%5/31/2025$10,525 $10,370 $10,611 
Central Security Group, Inc.
2448 East 81st Street, Suite 4300
Tulsa, OK 74137
Consumer ServicesFirst Lien DebtL + 6.00%10/16/2025$9,278 $9,278 $7,930 
Central Security Group, Inc.
2448 East 81st Street, Suite 4300
Tulsa, OK 74137
Consumer ServicesCommon Stock$443 $$2.83%
Chartis Holding, LLC
220 West Kenzie Street, 3rd Floor
Chicago, IL 60654
Business ServicesFirst Lien DebtL + 5.50%5/1/2025$16,266 $15,969 $16,275 
Chartis Holding, LLC
220 West Kenzie Street, 3rd Floor
Chicago, IL 60654
Business ServicesCommon Stock$433 $433 $571 0.21%
Chemical Computing Group ULC (Canada)
1010 Sherbrooke St. W, Suite 910
Montreal, Canada QC H3A 2R7
SoftwareFirst Lien DebtL + 5.00%8/30/2023$471 $469 $471 
CIP Revolution Holdings, LLC
4680 Parkway Drive Suite 202
Mason, OH 45040
Media: Advertising, Printing & PublishingCommon Stock$318 $318 $245 0.30%
CircusTrix Holdings, LLC
P.O. Box 302
Provo , UT 84603
Hotel, Gaming & LeisureFirst Lien DebtL + 6.75% (100% PIK)12/6/2021$10,023 $9,987 $8,093 
Cobblestone Intermediate Holdco LLC
3739 E. Bell Road
Phoenix, AZ 85032
Consumer ServicesFirst Lien DebtL + 4.75%1/29/2026$720 $713 $723 
Comar Holding Company, LLC
220 Laurel Road
Voorhees, NJ 08043
Containers, Packaging & GlassFirst Lien DebtL + 5.50%6/18/2024$22,037 $21,636 $22,147 
Cority Software Inc. (Canada)
250 Bloor Street East 9th Floor
Toronto, Canada M4W 1E5
SoftwareFirst Lien DebtL + 5.25%7/2/2026$10,622 $10,401 $10,718 
Cority Software Inc. (Canada)
250 Bloor Street East 9th Floor
Toronto, Canada M4W 1E5
SoftwareFirst Lien DebtL + 7.25%7/2/2026$1,898 $1,843 $1,935 
Cority Software Inc. (Canada)
250 Bloor Street East 9th Floor
Toronto, Canada M4W 1E5
SoftwareCommon Stock$250 $250 $295 0.08%
DecoPac, Inc.
3500 Thurston Avenue
Anoka, MN 55303
Non-durable Consumer GoodsCommon Stock$1,500 $1,500 $1,664 0.70%
30


Name and Address of Portfolio Company AddressIndustryTypeInterest RateMaturityPar/ Principal AmountAmortized Cost (1)Fair Value (2)% of Class Held
Derm Growth Partners III, LLC
1720 S. Beckham Ave, Suite 102
Tyler, TX 75701
Healthcare & PharmaceuticalsFirst Lien DebtL + 6.25% (100% PIK)5/31/2022$56,320 $56,046 $28,212 
Derm Growth Partners III, LLC
1720 S. Beckham Ave, Suite 102
Tyler, TX 75701
Healthcare & PharmaceuticalsCommon Stock$1,000 $1,000 $— 0.48%
DermaRite Industries, LLC
7777 West Side Ave
North Bergen , NJ 07047
Healthcare & PharmaceuticalsFirst Lien DebtL + 7.00%3/3/2022$18,862 $18,776 $18,656 
Designer Brands Inc.
810 DSW Drive
Columbus, OH 43219
RetailFirst Lien DebtL + 8.50%8/7/2025$17,955 $17,534 $17,811 
Diligent Corporation
111 West 33rd Street, 16th Floor
New York, NY 10120
TelecommunicationsFirst Lien DebtL + 6.25%8/4/2025$579 $561 $588 
Direct Travel, Inc.
7430 E. Caley Avenue Suite 220 E
Centennial , CO 80111
Hotel, Gaming & LeisureFirst Lien DebtL + 1.00%, 7.50% PIK10/1/2023$36,711 $36,340 $24,949 
Direct Travel, Inc.
7430 E. Caley Avenue Suite 220 E
Centennial , CO 80111
Hotel, Gaming & LeisureFirst Lien DebtL + 6.00%10/1/2023$1,231 $1,231 $1,231 
Direct Travel, Inc.
7430 E. Caley Avenue Suite 220 E
Centennial , CO 80111
Hotel, Gaming & LeisureCommon Stock$43 $$— 9.47%
Drilling Info Holdings, Inc.
2901 Via Fortuna #200
Austin, TX 72746
Energy: Oil & GasSecond Lien DebtL + 8.25%7/30/2026$18,600 $18,145 $18,228 
DTI Holdco, Inc.
Two Ravinia, Suite 850
Atlanta, GA 30346
High Tech IndustriesFirst Lien DebtL + 4.75%9/30/2023$1,954 $1,876 $1,741 
Emergency Communications Network, LLC
780 West Granada Blvd
Ormond Beach, FL 32174
TelecommunicationsFirst Lien DebtL + 2.625%, 5.125% PIK6/1/2023$24,370 $24,269 $21,349 
Ensono, LP
3333 Finley Road
Downers Grove, IL 60515
TelecommunicationsFirst Lien DebtL + 5.25%6/27/2025$2,158 $2,142 $2,142 
Ensono, LP
3333 Finley Road
Downers Grove, IL 60515
TelecommunicationsFirst Lien DebtL + 5.75%6/27/2025$18,131 $18,008 $17,995 
Ethos Veterinary Health LLC
20 Cabot Road
Woburn , MA 01801
Consumer ServicesFirst Lien DebtL + 4.75%5/15/2026$2,612 $2,570 $2,540 
EvolveIP, LLC
989 Old Eagle School Road
Wayne, PA 19087
TelecommunicationsFirst Lien DebtL + 5.75%6/7/2023$25,864 $25,806 $25,828 
Frontline Technologies Holdings, LLC
1400 Atwater Drive
Malvern, PA 19355
SoftwareFirst Lien DebtL + 5.75%9/18/2023$3,099 $3,081 $3,037 
FWR Holding Corporation
11100 Santa Monica Boulevard Suite 1900
Los Angeles, FL 90025
Beverage, Food & TobaccoFirst Lien DebtL + 5.50%, 1.50% PIK8/21/2023$34,555 $34,175 $31,216 
GRO Sub Holdco, LLC
750 East Beltline, NE
Grand Rapids, MI 49525
Healthcare & PharmaceuticalsCommon Stock$500 $$— 0.48%
Helios Buyer, Inc.
51327 Quadrate Drive
Macomb, MI 48042
Consumer ServicesFirst Lien DebtL + 6.00%12/15/2026$8,749 $8,456 $8,454 
Hercules Borrower LLC
412 Georgia Ave #300
Chattanooga, TN 37403
Environmental IndustriesFirst Lien DebtL + 6.50%12/14/2026$18,592 $18,077 $18,073 
Higginbotham Insurance Agency, Inc.
500 W. 13th Street
Fort Worth, TX 76102
Banking, Finance, Insurance & Real EstateFirst Lien DebtL + 5.75%11/25/2026$3,902 $3,828 $3,827 
iCIMS, Inc.
101 Crawfords Corner Road Suite3-100
Holmdel, NJ 07733
SoftwareFirst Lien DebtL + 6.50%9/12/2024$1,670 $1,646 $1,666 
Individual FoodService Holdings, LLC
5496 Lindbergh Lane
Bell, CA 90201
WholesaleFirst Lien DebtL + 6.25%11/22/2025$3,883 $3,797 $3,759 
31


Name and Address of Portfolio Company AddressIndustryTypeInterest RateMaturityPar/ Principal AmountAmortized Cost (1)Fair Value (2)% of Class Held
Individual FoodService Holdings, LLC
5496 Lindbergh Lane
Bell, CA 90201
WholesaleFirst Lien DebtL + 6.25%11/22/2025$2,197 $2,134 $2,134 
Innovative Business Services, LLC
8701 East Hartford Drive, Suite 200
Scottsdale, AZ 85255
High Tech IndustriesFirst Lien DebtL + 5.50%4/5/2023$13,779 $13,523 $13,484 
Integrity Marketing Acquisition, LLC
9111 Cypress Waters Blvd. Ste 450
Dallas, TX 75019
Banking, Finance, Insurance & Real EstateFirst Lien DebtL + 5.75%8/27/2025$4,970 $4,907 $5,011 
Jazz Acquisition, Inc.
416 Dividend Drive
Peachtree City, GA 30269
Aerospace & DefenseSecond Lien DebtL + 8.00%6/18/2027$23,450 $23,150 $18,146 
K2 Insurance Services, LLC
11452 El Camino Real, Suite 250
San Diego, CA 92130
Banking, Finance, Insurance & Real EstateFirst Lien DebtL + 5.00%7/1/2024$18,651 $18,323 $18,653 
K2 Insurance Services, LLC
11452 El Camino Real, Suite 250
San Diego, CA 92130
Banking, Finance, Insurance & Real EstateCommon Stock$433 $433 $676 0.22%
Kaseya, Inc.
701 Brickell Avenue, Suite 400
Miami, FL 33131
High Tech IndustriesFirst Lien DebtL + 4.00%, 3.00% PIK5/2/2025$14,871 $14,610 $14,940 
Legacy.com, Inc.
820 Davis Street, Suite 210
Evanston , IL 60201
High Tech IndustriesFirst Lien DebtL + 6.00%3/20/2023$17,066 $16,886 $16,055 
Legacy.com, Inc.
820 Davis Street, Suite 210
Evanston , IL 60201
High Tech IndustriesCommon Stock$1,500 $1,500 $613 1.54%
Lifelong Learner Holdings, LLC
2950 N Hollywood Way, Suite 200
Burbank, CA 91505
Business ServicesFirst Lien DebtL + 5.75%10/18/2026$23,814 $23,355 $21,580 
Liqui-Box Holdings, Inc.
901 East Byrd Street Suite 1105
Richmond, VA 23219
Containers, Packaging & GlassFirst Lien DebtL + 4.50%6/3/2024$1,368 $1,346 $1,112 
Mailgun Technologies, Inc.
112 E Pecan St. #1135
San Antonio, TX 78205
High Tech IndustriesFirst Lien DebtL + 5.00%3/26/2025$3,256 $3,185 $3,175 
Mailgun Technologies, Inc.
112 E Pecan St. #1135
San Antonio, TX 78205
High Tech IndustriesCommon Stock$424 $424 $784 0.23%
National Technical Systems, Inc.
24007 Ventura Boulevard
Calabasas, CA 91302
Aerospace & DefenseFirst Lien DebtL + 5.50%6/12/2023$1,175 $1,150 $1,160 
NES Global Talent Finance US, LLC (United Kingdom)
Dyce Dr
Aberdeen AB21 0BR
United Kingdom
Energy: Oil & GasFirst Lien DebtL + 5.50%5/11/2023$9,789 $9,697 $8,859 
NMI AcquisitionCo, Inc.
2174 W Grove Parkway Suite 150
Pleasant Grove, UT 84062
High Tech IndustriesFirst Lien DebtL + 5.00%9/6/2022$40,756 $40,442 $40,336 
North Haven Goldfinch Topco, LLC
101 Stewart Street, Suite 700
Seattle, WA 98101
Containers, Packaging & GlassCommon Stock$2,315 $2,315 $3,043 1.25%
Outcomes Group Holdings, Inc.
1277 Treat Blvd Suite 800
Walnut Creek, CA 94597
Business ServicesSecond Lien DebtL + 7.50%10/26/2026$3,462 $3,455 $3,462 
PAI Holdco, Inc.
3 Dakota Dr #110
New Hyde Park, NY 11042
AutomotiveSecond Lien DebtL + 6.25%, 2.00% PIK10/28/2028$13,530 $13,132 $13,329 
Paramit Corporation
18735 Madrone Parkway
Morgan Hill, CA 95037
Capital EquipmentFirst Lien DebtL + 4.50%5/3/2025$5,213 $5,174 $5,109 
Paramit Corporation
18735 Madrone Parkway
Morgan Hill, CA 95037
Capital EquipmentFirst Lien DebtL + 5.25%5/3/2025$3,029 $2,912 $2,909 
Paramit Corporation
18735 Madrone Parkway
Morgan Hill, CA 95037
Capital EquipmentCommon Stock$150 $500 $758 0.28%
Park Place Technologies, LLC
5910 Landerbrook Drive
Mayfield Heights, OH 44124
High Tech IndustriesFirst Lien DebtL + 5.00%11/19/2027$20,000 $19,211 $19,150 
32


Name and Address of Portfolio Company AddressIndustryTypeInterest RateMaturityPar/ Principal AmountAmortized Cost (1)Fair Value (2)% of Class Held
PF Growth Partners, LLC
212 West Padonia Road
Timonium , MD 21093
Hotel, Gaming & LeisureFirst Lien DebtL + 7.00%7/11/2025$7,294 $7,198 $6,778 
Pharmalogic Holdings Corp.
1 South Ocean Boulevard
Boca Raton, FL 33432
Healthcare & PharmaceuticalsSecond Lien DebtL + 8.00%12/11/2023$800 $798 $783 
Plano Molding Company, LLC
431 E. South St
Plano, IL 60545
Hotel, Gaming & LeisureFirst Lien DebtL + 7.50%, 1.50% PIK5/12/2022$14,693 $14,664 $13,001 
Plano Molding Company, LLC
431 E. South St
Plano, IL 60545
Hotel, Gaming & LeisureFirst Lien DebtL + 7.50%, 1.50% PIK5/12/2022$1,081 $1,073 $1,081 
PPC Flexible Packaging, LLC
1111 Busch Parkway
Buffalo Grove, IL 60089
Containers, Packaging & GlassFirst Lien DebtL + 6.00%11/23/2024$11,338 $11,234 $11,300 
PPC Flexible Packaging, LLC
1111 Busch Parkway
Buffalo Grove, IL 60089
Containers, Packaging & GlassCommon Stock$965 $965 $1,302 1.00%
PPT Management Holdings, LLC
333 Earle Ovington Suite 225
Uniondale, NY 11553
Healthcare & PharmaceuticalsFirst Lien DebtL + 6.00%, 2.50% PIK12/16/2022$27,896 $27,817 $22,798 
PricewaterhouseCoopers Public Sector LLP
1800 Tysons Corner
McLean , VA 22102
Aerospace & DefenseFirst Lien DebtL + 3.25%5/1/2023$$(74)$(32)
Product Quest Manufacturing, LLC
330 Carswell Avenue
Daytona Beach, FL 32117
Containers, Packaging & GlassFirst Lien DebtL + 6.75%3/31/2021$840 $840 $423 
Propel Insurance Agency, LLC
1201 Pacific Avenue Suite 1000
Tacoma, WA 98402
Banking, Finance, Insurance & Real EstateFirst Lien DebtL + 5.00%6/1/2024$2,339 $2,327 $2,316 
Quartz Holding Company
150 Cambridgepark Dr.
Cambridge, MA 02140
SoftwareSecond Lien DebtL + 8.00%4/2/2027$7,048 $6,930 $6,994 
QW Holding Corporation
1302 N. 19th Street, Suite 300
Tampa, FL 33605
Environmental IndustriesFirst Lien DebtL + 6.25%8/31/2022$43,119 $42,771 $40,990 
Redwood Services Group, LLC
1 California St.
San Francisco, CA 94111
High Tech IndustriesFirst Lien DebtL + 6.00%6/6/2023$5,043 $5,017 $5,030 
Redwood Services Group, LLC
1 California St.
San Francisco, CA 94111
High Tech IndustriesFirst Lien DebtL + 8.50%6/6/2023$3,474 $3,378 $3,494 
Redwood Services Group, LLC
1 California St.
San Francisco, CA 94111
High Tech IndustriesFirst Lien DebtL + 7.25%6/6/2023$12,957 $12,628 $13,024 
Regency Entertainment, Inc.
10201 W. Pico Blvd, Bldg. 12
Los Angeles, CA 90035
Media: Diversified & ProductionFirst Lien DebtL + 6.75%10/22/2025$20,000 $19,636 $19,600 
Reladyne, Inc.
8280 Montgomery Road, Suite 101
Cincinnati, OH 45236
WholesaleFirst Lien DebtL + 5.00%7/22/2022$10,100 $10,017 $10,146 
Reladyne, Inc.
8280 Montgomery Road, Suite 101
Cincinnati, OH 45236
WholesaleSecond Lien DebtL + 9.50%1/21/2023$12,242 $12,133 $11,956 
Riveron Acquisition Holdings, Inc.
2515 Mckinney Avenue, Suite 1200
Dallas, TX 75201
Banking, Finance, Insurance & Real EstateFirst Lien DebtL + 5.75%5/22/2025$11,517 $11,341 $11,595 
Rough Country, LLC
2450 Huish Rd
Dyersburg, TN 38024
Durable Consumer GoodsCommon Stock$755 $755 $1,634 0.56%
RSC Acquisition, Inc.
160 Federal Street, 4th Floor
Boston, MA 02110
Banking, Finance, Insurance & Real EstateFirst Lien DebtL + 5.50%11/1/2026$10,711 $10,534 $10,824 
Sapphire Convention, Inc.
5795 W. Badura Ave., Suite 110
Las Vegas, FL 89118
TelecommunicationsFirst Lien DebtL + 6.25%11/20/2025$28,812 $28,342 $24,000 
SiteLock Group Holdings, LLC
8701 East Hartford Drive, Suite 200
Scottsdale, AZ 85255
High Tech IndustriesCommon Stock$446 $446 $526 1.64%
Smile Doctors, LLC
285 Southeast Inner Loop
Georgetown, TX 78626
Healthcare & PharmaceuticalsFirst Lien DebtL + 6.00%10/6/2022$16,930 $16,872 $16,577 
33


Name and Address of Portfolio Company AddressIndustryTypeInterest RateMaturityPar/ Principal AmountAmortized Cost (1)Fair Value (2)% of Class Held
SolAero Technologies Corp.
10420 Research Road SE
Albuquerque, NM, 87123
TelecommunicationsCommon Stock$$2,815 $29.20%
SolAero Technologies Corp. (A1 Term Loan)
10420 Research Road SE
Albuquerque, NM, 87123
TelecommunicationsFirst Lien DebtL + 8.00% (100% PIK)10/12/2022$3,166 $3,166 $1,214 
SolAero Technologies Corp. (A2 Term Loan)
10420 Research Road SE
Albuquerque, NM, 87123
TelecommunicationsFirst Lien DebtL + 8.00% (100% PIK)10/12/2022$8,707 $8,707 $3,338 
SolAero Technologies Corp. (Priority Facilities)
10420 Research Road SE
Albuquerque, NM, 87123
TelecommunicationsFirst Lien DebtL + 6.00%10/12/2022$2,460 $2,429 $2,460 
Southern Graphics, Inc.
626 West Main Street, Suite 500
Louisville, KY 40202
Media: Advertising, Printing & PublishingFirst Lien DebtL + 6.50%10/23/2023$9,959 $9,769 $9,849 
Sovos Brands Intermediate, Inc.
1901 Fourth St #200
Berkeley , CA 94710
Beverage, Food & TobaccoFirst Lien DebtL + 4.75%11/20/2025$17,498 $17,360 $17,348 
SPay, Inc.
5360 Legacy Drive #510
Plano, TX 75024
Hotel, Gaming & LeisureFirst Lien DebtL + 5.75%, 2.00% PIK6/17/2024$21,365 $21,099 $17,318 
Stonegate Pub Company Bidco Limited (United Kingdom)
3 Monkspath Hall Road
Solihull, West Midlands
B90 4SJ
United Kingdom
Beverage, Food & TobaccoSecond Lien DebtL + 8.50%3/12/2028$20,000 $24,729 $21,902 
Superior Health Linens, LLC
5005 S. Packard Ave
Cudahy, KY 53110
Business ServicesFirst Lien DebtL + 6.50%9/30/2021$13,155 $13,116 $13,079 
T2 Systems Parent Corporation
8900 Keystone Crossing, Suite 700
Indianapolis, IN 46240
Transportation: ConsumerCommon Stock$556 $556 $838 0.64%
T2 Systems, Inc.
8900 Keystone Crossing, Suite 700
Indianapolis, IN 46240
Transportation: ConsumerFirst Lien DebtL + 6.75%9/28/2022$26,605 $26,356 $26,605 
Tailwind HMT Holdings Corp.
24 Waterway Avenue, Suite 400
The Woodlands, TX 77380
Energy: Oil & GasCommon Stock$20 $1,334 $2,001 2.61%
Tank Holding Corp.
6940 O Street, Suite 100
Lincoln, NE 68510
Capital EquipmentFirst Lien DebtL + 3.50%3/26/2024$$$(1)
Tank Holding Corp.
6940 O Street, Suite 100
Lincoln, NE 68510
Capital EquipmentSecond Lien DebtL + 8.25%3/26/2027$35,965 $35,454 $35,189 
Tank Holding Corp.
6940 O Street, Suite 100
Lincoln, NE 68510
Capital EquipmentCommon Stock$850 $482 $944 0.29%
TCFI Aevex LLC
440 Stevens Ave., Ste 150
Solano Beach, CA 92075
Aerospace & DefenseFirst Lien DebtL + 6.00%3/18/2026$9,693 $9,503 $9,650 
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B
Crowthorne House
Nine Mile Ride
Wokingham, Berkshire
RG40 3GZ
United Kingdom
Banking, Finance, Insurance & Real EstateFirst Lien DebtL + 6.50%, 3.00% PIK6/30/2024$20,740 $25,406 $28,078 
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C
Crowthorne House
Nine Mile Ride
Wokingham, Berkshire
RG40 3GZ
United Kingdom
Banking, Finance, Insurance & Real EstateFirst Lien DebtL + 6.50%, 3.00% PIK6/30/2024$3,816 $4,748 $5,727 
Titan DI Preferred Holdings, Inc.
2901 Via Fortuna #200
Austin, TX 72746
Energy: Oil & GasCommon Stock$11,246 $10,959 $11,021 2.50%
TruGreen Limited Partnership
1790 Kirby Parkway, Forum II Suite 300
Memphis, TN 38138
Consumer ServicesSecond Lien DebtL + 8.50%11/2/2028$13,000 $12,743 $13,000 
34


Name and Address of Portfolio Company AddressIndustryTypeInterest RateMaturityPar/ Principal AmountAmortized Cost (1)Fair Value (2)% of Class Held
Trump Card, LLC
1 Tower Lane, Ste 2101
Oakbrook Terrace, IL 60181
Transportation: CargoFirst Lien DebtL + 5.50%4/21/2022$7,594 $7,572 $7,444 
TSB Purchaser, Inc.
4500 East West Highway #300
Bethesda, MD 20814
Media: Advertising, Printing & PublishingFirst Lien DebtL + 6.00%5/14/2024$18,666 $18,354 $18,501 
Turbo Buyer, Inc.
14651 Dallas Parkway, #502
Dallas, TX 75254
AutomotiveFirst Lien DebtL + 5.25%12/2/2025$24,323 $23,766 $24,567 
Turbo Buyer, Inc.
14651 Dallas Parkway, #502
Dallas, TX 75254
AutomotiveCommon Stock$1,925 $1,925 $2,444 0.68%
Tweddle Group, Inc.
24700 Maplehurst Dr.
Clinton Twp, MI 48036
Media: Advertising, Printing & PublishingFirst Lien DebtL + 4.50%9/17/2023$1,825 $1,808 $1,678 
Tweddle Holdings, Inc.
24700 Maplehurst Dr.
Clinton Twp, MI 48036
Media: Advertising, Printing & PublishingCommon Stock$17 $$3.40%
U.S. Acute Care Solutions, LLC
4535 Dressler Road NW
Canton, OH 44718
Healthcare & PharmaceuticalsFirst Lien DebtL + 6.00%5/15/2021$4,242 $4,235 $3,956 
Ultimate Baked Goods MIDCO, LLC
828 Kasota Avenue SE
Minneapolis, MN 55414
Beverage, Food & TobaccoSecond Lien DebtL + 8.00%8/9/2026$2,820 $2,776 $2,689 
Unifrutti Financing PLC (Cyprus)
Via della Maggiola 37
62010 Montecosaro Scalo MC
Italy
Beverage, Food & TobaccoFirst Lien Debt7.50%, 1.00% PIK9/15/2026$4,575 $4,832 $5,464 
Unifrutti Financing PLC (Cyprus)
Via della Maggiola 37
62010 Montecosaro Scalo MC
Italy
Beverage, Food & TobaccoFirst Lien Debt11.00% PIK9/15/2026$647 $724 $754 
Unifrutti Financing PLC (Cyprus)
Via della Maggiola 37
62010 Montecosaro Scalo MC
Italy
Beverage, Food & TobaccoCommon Stock$$556 $575 3.24%
Unifrutti Financing PLC (Cyprus)
Via della Maggiola 37
62010 Montecosaro Scalo MC
Italy
Beverage, Food & TobaccoCommon Stock$$$3.24%
US INFRA SVCS Buyer, LLC
9304 E. Verde Grove View, Suite 100
Scottsdale, AZ 85255
Environmental IndustriesFirst Lien DebtL + 6.00%4/13/2026$3,248 $2,688 $3,175 
USLS Acquisition, Inc.
16825 Northchase Dr., Suite 900
Houston , TX 77060
Business ServicesFirst Lien DebtL + 5.75%11/30/2024$21,447 $21,124 $19,981 
USLS Acquisition, Inc.
16825 Northchase Dr., Suite 900
Houston , TX 77060
Business ServicesFirst Lien DebtL + 5.75%11/30/2024$$(22)$— 
USLS Acquisition, Inc.
16825 Northchase Dr., Suite 900
Houston , TX 77060
Business ServicesCommon Stock$641 $641 $565 0.46%
VRC Companies, LLC
5400 Meltech Blvd #101
Memphis, TN 38118
Business ServicesFirst Lien DebtL + 6.50%3/31/2023$33,286 $33,048 $33,286 
W50 Parent LLC
3525 Piedmont Road NE, Building 7, Suite 600
Atlanta, GA 30305
Business ServicesCommon Stock$500 $500 $575 0.18%
Watchfire Enterprises, Inc.
1015 Maple Street
Danville, IL 61832
Media: Advertising, Printing & PublishingSecond Lien DebtL + 8.00%10/2/2021$7,000 $6,985 $6,988 
Westfall Technik, Inc.
7455 Arroyo Crossing Pkwy, Suite 220
Las Vegas, NV 89113
Chemicals, Plastics & RubberFirst Lien DebtL + 6.25%9/13/2024$27,720 $27,457 $25,733 
Wheel Pros, LLC
5347 S Valentia Way
Greenwood Village, CO 80111
AutomotiveFirst Lien DebtL + 5.25%11/6/2027$18,750 $18,286 $18,390 
World 50, Inc.
3525 Piedmont Road NE, Building 7, Suite 600
Atlanta, GA 30305
Business ServicesSecond Lien Debt11.50%1/9/2027$7,635 $7,499 $7,518 
35


Name and Address of Portfolio Company AddressIndustryTypeInterest RateMaturityPar/ Principal AmountAmortized Cost (1)Fair Value (2)% of Class Held
WP CPP Holdings, LLC
1621 Euclid Ave., Suite 1850
Cleveland, OH 44115
Aerospace & DefenseSecond Lien DebtL + 7.75%4/30/2026$39,500 $39,172 $32,738 
YLG Holdings, Inc.
3235 North State Street, PO Box 849
Bunnell, FL 32110
Consumer ServicesFirst Lien DebtL + 6.25%11/1/2025$1,401 $1,343 $1,370 
Zemax Software Holdings, LLC
10230 NE Points Drive, Suite 540
Kirkland, WA 98033
SoftwareFirst Lien DebtL + 5.75%6/25/2024$6,285 $6,216 $6,119 
Zenith American Holding, Inc.
1000 N. Ashley Drive Suite 1040
Tampa, FL 33602
Business ServicesCommon Stock$1,565 $782 $1,221 0.85%
Zenith Merger Sub, Inc.
1000 N. Ashley Drive Suite 1040
Tampa, FL 33602
Business ServicesFirst Lien DebtL + 5.25%12/13/2023$14,164 $14,034 $14,031 
Zillow Topco LP
10230 NE Points Drive, Suite 540
Kirkland, WA 98033
SoftwareCommon Stock$313 $313 $163 0.22%
Total investments$1,628,870 $1,542,463 

Name and Address of
Portfolio Company
Industry
Type of Investment
Interest Rate
Maturity
Par/LLC Interest
Cost
Fair Value
% of Class Held
Investment Funds (2)
Middle Market Credit Fund, LLC
One Vanderbilt Avenue, Suite 3400
New York, NY 10017

Investment Fund
Mezzanine Loan
L+9.00%
3/22/2021
$— $— $— 50.00%
Subordinated Loan and Member’s Interest
3/1/2021
$216,000 $216,000 $205,891 50.00%
Middle Market Credit Fund II, LLC
One Vanderbilt Avenue, Suite 3400
New York, NY 10017
Investment FundMember's Interest12/31/2030$78,122 $78,096 $77,395 84.13%
Total Investment Fund
$294,096 $283,286 
Total Investments
$1,922,966 $1,825,749 

(1)Amortized cost represents original cost, including origination fees, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method. All amounts shown are in thousands, unless otherwise disclosed.
(2)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund.
(3)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(4)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders as follows: Barnes & Noble, Inc. (1.83%), Dimensional Dental Management, LLC (4.87%), Legacy.com Inc. (3.73%) and Surgical Information Systems, LLC (1.13%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.


36


MANAGEMENT
The information in the section entitled “Proposal No. 1 Election of Directors” in our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2021 (the “2021 Annual Proxy Statement”) is incorporated herein by reference.
Portfolio Managers

The management of our investment portfolio is the responsibility of our Investment Adviser and our Investment Adviser has established an investment committee for our business (the “Investment Committee”). A majority of the members of the Investment Committee must approve each new investment that we make. The biographical information of the members of our Investment Committee is set forth below. Within that framework, Linda Pace, our President, Chief Executive Officer and Chair of our Board and Taylor Boswell our Chief Investment Officer have day-to-day responsibility for our investment portfolio. As of December 31, 2020, Ms. Pace and Mr Boswell also manage registered investment companies, other pooled investment vehicles and other accounts, as indicated below.
The following table sets forth the members of the Investment Committee. No member of the Investment Committee is employed by us and no member receives compensation from us in connection with his or her Investment Committee or portfolio management activities.
NamePosition
Linda PacePresident, Chief Executive Officer, and Chair of the Board of the Company and TCG BDC II; Managing Director of Carlyle; Vice Chair of Carlyle Global Credit; Global Head of Carlyle Loans and Structured Credit
Mark JenkinsManaging Director of Carlyle; Head of Carlyle Global Credit
Justin PlouffeManaging Director of Carlyle; and Deputy Chief Investment Officer of Carlyle Global Credit
Alex PopovManaging Director of Carlyle; Head of Carlyle Illiquid Credit Strategies; and Head of Carlyle Credit Opportunities Fund
Taylor BoswellChief Investment Officer of the Company and TCG BDC II; Managing Director of Carlyle; Chief Investment Officer of Carlyle Direct Lending
For biographical information of Ms. Pace and Mr. Boswell, see “—Biographical Information and Discussion of Experience and Qualifications—Interested Directors” and “—Biographical Information and Discussion of Experience and Qualifications—Executive Officers Who Are Not Directors,” respectively. The biographical information of the other members of our Investment Committee is set forth below.
Mark Jenkins is a Managing Director and Head of Carlyle Global Credit. Mr. Jenkins was a Senior Managing Director at Canada Pension Plan Investment Board (CPPIB) where he was responsible for leading CPPIB’s Global Private Investment Group with approximately CAD$56 billion of AUM. He was Chair of the Credit Investment Committee, Chair of the Private Investments Committee and also managed the portfolio value creation group. While at CPPIB, Mr. Jenkins founded CPPIB Credit Investments, which is a multi-strategy platform making direct principal credit investments. He also led CPPIB’s acquisition and oversight of Antares Capital and the subsequent expansion in middle market direct lending. Prior to CPPIB, he was Managing Director, Co-Head of Leveraged Finance Origination and Execution for Barclays Capital in New York. Before Barclays, Mr. Jenkins worked for 11 years at Goldman Sachs & Co. in senior positions within the Fixed Income and Financing Groups in New York. He served on the boards of Wilton Re, Teine Energy, Antares Capital and Merchant Capital Solutions.
Justin Plouffe is a Managing Director and the Deputy Chief Investment Officer for Carlyle Global Credit. He is based in New York. Mr. Plouffe focuses on investing across Carlyle’s credit strategies and driving growth initiatives for the Global Credit platform. He is Co-Portfolio Manager for Carlyle Tactical Private Credit Fund (f/k/a OFI Carlyle Private Credit Fund), Co-Head of Carlyle Structured Credit Fund, and serves on various Global Credit investment committees. He is also the CEO of TCG Capital Markets L.L.C., a SEC-registered broker/dealer affiliate of The Carlyle Group. Since joining Carlyle in 2007, Mr. Plouffe has overseen CLO new issuance, led acquisitions of corporate credit management platforms, served as a portfolio manager for structured credit investments, developed proprietary portfolio management analytics, and negotiated a wide variety of financing facilities. Prior to joining Carlyle, Mr. Plouffe was an attorney at Ropes & Gray LLP. He has also served as a clerk on the U.S. Court of Appeals for the First Circuit and as a legislative assistant to a U.S. Congressman. Mr. Plouffe received his undergraduate degree from Princeton University and his J.D. from Columbia Law School, where he was an editor of The Columbia Law Review. He is a CFA charterholder and holds Series 7, 24, 57, 63, 79 and 99 licenses.
37


Alex Popov is a Managing Director, Head of Carlyle Credit Opportunities Fund and Head of Carlyle Illiquid Credit. He is based in New York. Prior to joining Carlyle, Mr. Popov was a Managing Director at HPS Investment Partners (f/k/a Highbridge Principal Strategies, “HPS”) from 2008 to 2016. At HPS, he led investment activities in the US for HPS Mezzanine Funds I & II and was a member of the investment committee for HPS Mezzanine Fund III and HPS’ firm-wide Credit Committee. Mr. Popov founded and led the firm’s real estate credit platform and served as a member of the Board and Investment Committee of the Joint Venture between HPS and The Related Companies. Before joining HPS in 2008, Mr. Popov worked at Oaktree Capital Management focusing on credit investments across various sectors. Earlier in his career, he worked at American Capital Strategies and Donaldson, Lufkin & Jenrette (DLJ). Mr. Popov received his undergraduate degree from Cornell University and his MBA from NYU Stern School of Business.
The table below shows the dollar range of shares of common stock beneficially owned by our portfolio manager as of April 14, 2021.
NameAggregate Dollar Range of Equity Securities in TCG BDC, Inc. (1)
Linda Pace$100,001 - $500,000
Mark Jenkins$10,001 - $50,000
Justin PlouffeNone
Alex PopovNone
Taylor BoswellOver $1,000,000
(1)     Dollar ranges are as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000 or over $1,000,000.

As of December 31, 2020, the Investment Committee members were also primarily responsible for the day-to-day management of the portfolio of certain registered investment companies, other pooled investment vehicles and other accounts, as indicated below. See “Risk Factors—Risks Related to Our Business and Structure—There are significant potential conflicts of interest, including the management of other investment funds and accounts by our Investment Adviser, which could impact our investment returns” and “Business—Allocation of Investment Opportunities and Potential Conflicts of Interest” for more information in Part I, Item 1A of our 2020 Annual Report.
As of December 31, 2020, Ms. Pace and Mr. Boswell also manage registered investment companies, other pooled investment vehicles and other accounts, as indicated below.
NameNumber
of
Accounts
Assets of
Accounts
(in billions)
Number of
Accounts
Subject to a
Performance
Fee
Assets Subject
to a
Performance
Fee
(in billions)
Linda PaceRegistered Investment Companies1$0.231$0.23
Other Pooled Investment Vehicles2$1.882$1.88
Other Accounts6$1.741$0.38
Taylor BoswellRegistered Investment Companies0$—0$—
Other Pooled Investment Vehicles1$1.871$1.87
Other Accounts6$1.741$0.38
Investment Advisory Agreement
We are party to the Investment Advisory Agreement with our Investment Adviser, a wholly owned subsidiary of Carlyle. See “Related Party Transactions—Investment Advisory Agreement” in Part II, Item 7 of our 2020 Annual Report and in Note 4 to our consolidated financial statements in our 2020 Annual Report, which are incorporated herein by reference.
Examples of Quarterly Incentive Fee Calculation
The figures provided in the following examples are hypothetical, are presented for illustrative purposes only and are not indicative of actual expenses or returns. Please refer to our SEC filings, including the filings incorporated by reference herein, for information on actual expenses and returns.
These examples assume a 17.5% incentive fee and a 1.50% management fee.
Example 1: Income Related Portion of Incentive Fee (*):

38


Alternative 1

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.25%.
Hurdle rate(1) = 1.50%.
Management fee(2) = 0.375%.
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%.
Pre-incentive fee net investment income
(investment income - (management fee + other expenses)) = 0.675%.
Pre-incentive net investment income does not exceed hurdle rate, therefore there is no incentive fee.

Alternative 2

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.30%.
Hurdle rate(1) = 1.50%.
Management fee(2) = 0.375%.
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%.
Pre-incentive fee net investment income
(investment income - (management fee + other expenses)) = 1.725%.
Incentive fee = 17.5% × pre-incentive fee net investment income, subject to the “catch-up”(4) 
= 100% x (1.725%-1.50%)
= 0.225%.

Alternative 3

Assumptions

Investment income (including interest, dividends, fees, etc.) = 4.00%.
Hurdle rate(1) = 1.50%.
Management fee(5) = 0.333%.
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%.
Pre-incentive fee net investment income
(investment income - (management fee + other expenses)) = 3.467%.
Incentive fee = 17.5% × pre-incentive fee net investment income, subject to “catch-up”(4) 
Incentive fee = 100% × “catch-up” + (17.5% × (pre-incentive fee net investment income - 1.82%)).
Catch-up = 1.82% - 1.50%.
= 0.32%
Incentive fee = (100% × 0.32%) + (17.5% × (3.467% - 1.82%))
= 0.320% + (17.5% × 1.647%)
= 0.320% + 0.288%
= 0.608%.

Notes:
(*) The hypothetical amount of pre-incentive fee net investment income shown is expressed as a rate of return on the value of the Company’s total net assets.
(1)Represents 6.00% annualized hurdle rate.
(2)Represents 1.50% annualized management fee using leverage up to 1.0x debt to equity.
(3)Excludes organizational and offering expenses.
(4)The “catch-up” provision, as described in Section 3(b)(i)(A)-(C) above, is intended to provide the Investment Adviser with an incentive fee of approximately 17.5% on all of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply when the Company’s net investment income exceeds 1.82% in any calendar quarter. The “catch-up” portion of our pre-incentive fee net investment income is the portion that exceeds the 1.5% hurdle rate but is less than or equal to approximately 1.82% (that is, 1.5% divided by (1 - 0.175)) in any calendar quarter.
(5)Represents a blended 1.33% annualized management fee using leverage of 2.0x debt to equity, which represents 1.50% annualized management fee on assets financed using leverage up to 1.0x debt to equity and 1.00% annualized management fee on assets financed using leverage in excess of 1.0x debt to equity.
39


Example 2: Capital Gains Portion of Incentive Fee:

Alternative 1

Assumptions

Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”).

Year 2: Investment A sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32 million.

Year 3: FMV of Investment B determined to be $25 million.

Year 4: Investment B sold for $31 million.

The capital gains portion of the incentive fee, if any, would be:

Year 1: None.

Year 2: $5.25 million capital gains incentive fee, calculated as follows:
$30 million realized capital gains on sale of Investment A multiplied by 17.5%.

Year 3: None, calculated as follows:(5)
$4.375 million cumulative fee (17.5% multiplied by $25 million ($30 million cumulative capital gains less $5 million cumulative capital depreciation)) less $5.25 million (previous capital gains fee paid in Year 2).

Year 4: $175,000 capital gains incentive fee, calculated as follows:
$5.425 million cumulative fee ($31 million cumulative realized capital gains ($30 million from Investment A and $1 million from Investment B) multiplied by 17.5%) less $5.25 million (previous capital gains fee paid in Year 2).

Alternative 2

Assumptions

Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”).

Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million.

Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million.

Year 4: FMV of Investment B determined to be $35 million.

Year 5: Investment B sold for $20 million.

The capital gains portion of the incentive fee, if any, would be:

Year 1: None.

Year 2: $4.375 million capital gains incentive fee, calculated as follows:17.5% multiplied by $25 million ($30 million realized capital gains on sale of Investment A less $5 million unrealized capital depreciation on Investment B).

Year 3: $1.225 million capital gains incentive fee, calculated as follows:
$5.6 million cumulative fee (17.5% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $4.375 million (previous capital gains fee paid in Year 2).

Year 4: $525,000 capital gains incentive fee, calculated as follows:
$6.125 million cumulative fee (17.5% multiplied by $35 million cumulative realized capital gains) less $5.6 million (previous cumulative capital gains fee paid in Year 2 and Year 3).
40



Year 5: None $4.375 million cumulative fee (17.5% multiplied by $25 million ($35 million cumulative realized capital gains less $10 million realized capital losses)) less $6.125 million (previous cumulative capital gains fee paid in Years 2, 3 and 4).

Note:
(5)If the Investment Advisory Agreement is terminated on a date other than December 31 of any year, we may pay aggregate capital gain incentive fees that are more than the amount of such fees that would have been payable if the Investment Advisory Agreement had been terminated on December 31 of such year. This would occur if the fair market value of an investment declined between the time the Investment Advisory Agreement was terminated and December 31.
Board Approval of the Investment Advisory Agreement
In accordance with Section 15(a) and 15(c) of the Investment Company Act, the Board, including a majority of the Independent Directors, approved an investment advisory agreement (the “Original Investment Advisory Agreement”) between the Company and the Investment Adviser on April 3, 2013. The Original Investment Advisory Agreement was amended on September 15, 2017 and August 6, 2018 after receipt of requisite Board and stockholders’ approvals, as applicable (as amended, the “Investment Advisory Agreement”). On May 29, 2020, the Board, including a majority of the Independent Directors, approved the continuance of the Investment Advisory Agreement for a one year period. Pursuant to relief granted by the SEC in light of the COVID-19 pandemic (the “Order”) and a determination by the Board that reliance on the Order was appropriate due to circumstances related to the current or potential effects of COVID-19, the May 29 meeting was held by video- and telephone-conference.
In its consideration of the Investment Advisory Agreement, the Board considered the information it had received relating to, among other things:
the nature, quality and extent of the advisory and other services to be provided to us by our Investment Adviser;
the investment performance of our Investment Adviser;
comparative data with respect to advisory fees or similar expenses paid by other BDCs, investment companies and other accounts, if any, of our Investment Adviser with similar investment objectives;
our projected operating expenses and expense ratio compared to BDCs, investment companies and other accounts, if any, of our Investment Adviser with similar investment objectives;
the costs of the services to be provided and profits to be realized by our Investment Adviser and its affiliates from the relationship with us;
the extent to which economies of scale would be realized as we continue to grow;
information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement;
the organizational capability and financial condition of our Investment Adviser; and
the possibility of obtaining similar services from other third-party service providers or through an internally managed structure.
    No single factor was determinative of the Board’s and the Independent Directors’ decisions to approve the Investment Advisory Agreement, but rather, the directors based their determination on the total mix of information available to them. Following consideration of the foregoing, the Board determined that the terms of the Investment Advisory Agreement are fair to, and in the best interests of, us and our stockholders.
Duration, Termination and Amendment
Unless terminated earlier, the Investment Advisory Agreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board and by the vote of a majority of the Independent D