ThZeal - The Zeal

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 814-01175

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	81-2878769
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)


200 Clarendon Street, 37th Floor
Boston, MA	02116
(Address of Principal Executive Office)	(Zip Code)

(617) 516‑2000

(Registrant’s Telephone Number, Including Area Code)

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BCSF	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.


Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of August 6, 2024, the registrant had 64,562,265 shares of common stock outstanding.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION	3

Item 1.	Consolidated Financial Statements	3

	Consolidated Statements of Assets and Liabilities as of June 30, 2024 (unaudited) and December 31, 2023	3

	Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited)	4

	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2024 and 2023 (unaudited)	5

	Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)	6

	Consolidated Schedules of Investments as of June 30, 2024 (unaudited) and December 31, 2023	7

	Notes to Consolidated Financial Statements (unaudited)	43

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	111

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	130

Item 4.	Controls and Procedures	131

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	131

Item 1A.	Risk Factors	131

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	131

Item 3.	Default Upon Senior Securities	131

Item 4.	Mine Safety Disclosures	131

Item 5.	Other Information	132

Item 6.	Exhibits, Financial Statement Schedules	133

Signatures		138

FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2023 and in our filings with the Securities and Exchange Commission (the “SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)


	As of			As of
	June 30, 2024			December 31, 2023
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $1,632,191 and $1,615,061, respectively)	$	1,629,550		$	1,593,360
Non-controlled/affiliate investment (amortized cost of $34,328 and $132,650, respectively)		36,312			147,971
Controlled affiliate investment (amortized cost of $577,034 and $554,123, respectively)		571,629			557,012
Cash and cash equivalents		18,417			42,995
Foreign cash (cost of $13,141 and $6,865, respectively)		12,716			6,405
Restricted cash and cash equivalents		66,993			63,084
Collateral on forward currency exchange contracts		7,066			7,613
Deferred financing costs		5,119			2,802
Interest receivable on investments		34,369			37,169
Receivable for sales and paydowns of investments		24,179			4,310
Prepaid insurance		570			210
Unrealized appreciation on forward currency exchange contracts		651			—
Dividend receivable		7,276			9,417
Total Assets	$	2,414,847		$	2,472,348

Liabilities
Debt (net of unamortized debt issuance costs of $6,256 and $7,567, respectively)	$	1,173,944		$	1,255,933
Interest payable		11,555			13,283
Payable for investments purchased		27,332			11,453
Unrealized depreciation on forward currency exchange contracts		1,507			2,260
Base management fee payable		8,768			8,929
Incentive fee payable		7,924			7,327
Accounts payable and accrued expenses		12,219			9,581
Distributions payable		29,053			27,116
Total Liabilities		1,272,302			1,335,882

Commitments and Contingencies (See Note 10)

Net Assets
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,562,265 and 64,562,265 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		65			65
Paid in capital in excess of par value		1,165,191			1,168,384
Total distributable loss		(22,711	)		(31,983	)
Total Net Assets		1,142,545			1,136,466
Total Liabilities and Total Net Assets	$	2,414,847		$	2,472,348

Net asset value per share	$	17.70		$	17.60

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)


	For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments	$		45,209		$		47,101		$		89,058		$		95,170
Dividend income			435				61				435				62
PIK income			5,643				6,249				10,710				10,089
Other income			3,141				1,922				8,396				7,170
Total investment income from non-controlled/non-affiliate investments			54,428				55,333				108,599				112,491

Investment income from non-controlled/affiliate investments:
Interest from investments			279				2,525				2,860				4,963
Dividend income			—				1,630				821				3,005
PIK income			143				628				458				1,022
Total investment income from non-controlled/affiliate investments			422				4,783				4,139				8,990

Investment income from controlled affiliate investments:
Interest from investments			9,618				8,562				18,783				14,917
Dividend income			7,803				7,037				15,249				14,054
Total investment income from controlled affiliate investments			17,421				15,599				34,032				28,971
Total investment income			72,271				75,715				146,770				150,452

Expenses
Interest and debt financing expenses			17,631				20,459				35,687				40,009
Base management fee			8,769				9,116				17,587				18,026
Incentive fee			7,924				4,008				17,156				15,118
Professional fees			1,029				451				1,830				1,032
Directors fees			174				179				348				353
Other general and administrative expenses			2,477				1,493				4,920				3,152
Total expenses, net of fee waivers			38,004				35,706				77,528				77,690
Net investment income before taxes			34,267				40,009				69,242				72,762
Income tax expense, including excise tax			1,150				1,097				2,175				1,692
Net investment income			33,117				38,912				67,067				71,070

Net realized and unrealized gains (losses)
Net realized loss on non-controlled/non-affiliate investments			(5,340	)			(229	)			(7,876	)			(10,880	)
Net realized gain on non-controlled/affiliate investments			—				—				4,719				—
Net realized loss on foreign currency transactions			(446	)			(321	)			(423	)			(4,534	)
Net realized gain (loss) on forward currency exchange contracts			169				—				1,896				(2,385	)
Net change in unrealized appreciation on foreign currency translation			177				127				(31	)			3,894
Net change in unrealized appreciation on forward currency exchange contracts			163				(1,476	)			1,404				(1,315	)
Net change in unrealized appreciation on non-controlled/non-affiliate investments			8,502				(6,925	)			19,060				(5,537	)
Net change in unrealized appreciation on non-controlled/affiliate investments			21				(432	)			(13,337	)			3,027
Net change in unrealized appreciation on controlled affiliate investments			(7,273	)			(485	)			(8,294	)			5,116
Total net losses			(4,027	)			(9,741	)			(2,882	)			(12,614	)
Net increase in net assets resulting from operations	$		29,090		$		29,171		$		64,185		$		58,456

Basic and diluted net investment income per common share	$		0.51		$		0.60		$		1.04		$		1.10
Basic and diluted increase in net assets resulting from operations per common share	$		0.45		$		0.45		$		1.00		$		0.91
Basic and diluted weighted average common shares outstanding			64,562,265				64,562,265				64,562,265				64,562,265

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share data)

(Unaudited)


	For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Operations:
Net investment income	$		33,117		$		38,912		$		67,067		$		71,070
Net realized loss			(5,617	)			(550	)			(1,684	)			(17,799	)
Net change in unrealized appreciation			1,590				(9,191	)			(1,198	)			5,185
Net increase in net assets resulting from operations			29,090				29,171				64,185				58,456
Stockholder distributions:
Distributions from distributable earnings			(29,053	)			(24,534	)			(58,106	)			(49,068	)
Net decrease in net assets resulting from stockholder distributions			(29,053	)			(24,534	)			(58,106	)			(49,068	)
Capital share transactions:
Total increase in net assets			37				4,637				6,079				9,388
Net assets at beginning of period			1,142,508				1,121,142				1,136,466				1,116,391
Net assets at end of period	$		1,142,545		$		1,125,779		$		1,142,545		$		1,125,779

Net asset value per common share	$		17.70		$		17.44		$		17.70		$		17.44
Common stock outstanding at end of period			64,562,265				64,562,265				64,562,265				64,562,265

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(Unaudited)


	For the Six Months Ended June 30,
		2024				2023
Cash flows from operating activities
Net increase in net assets resulting from operations	$		64,185		$		58,456
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
Purchases of investments			(682,236	)			(539,565	)
Proceeds from principal payments and sales of investments			747,376				435,472
Net realized loss from investments			3,157				10,880
Net realized loss on foreign currency transactions			423				4,534
Net change in unrealized appreciation on forward currency exchange contracts			(1,404	)			1,315
Net change in unrealized appreciation on investments			2,571				(2,606	)
Net change in unrealized appreciation on foreign currency translation			31				(3,894	)
Increase in investments due to PIK			(11,168	)			(11,111	)
Accretion of discounts and amortization of premiums			(2,838	)			(3,151	)
Amortization of deferred financing costs and debt issuance costs			2,168				1,770
Changes in operating assets and liabilities:
Collateral on forward currency exchange contracts			547				2,067
Interest receivable on investments			2,800				(6,072	)
Prepaid insurance			(360	)			(411	)
Dividend receivable			2,141				(137	)
Interest payable			(1,728	)			3,767
Base management fee payable			(161	)			210
Incentive fee payable			597				(5,208	)
Accounts payable and accrued expenses			2,638				1,952
Net cash provided by (used in) operating activities			128,739				(51,732	)

Cash flows from financing activities
Borrowings on debt			297,000				308,000
Repayments on debt			(380,301	)			(205,000	)
Payments of financing costs			(3,173	)			—
Stockholder distributions paid			(56,169	)			(47,776	)
Net cash provided by (used in) financing activities			(142,643	)			55,224
Net increase (decrease) in cash, foreign cash, restricted cash and cash equivalents			(13,904	)			3,492
Effect of foreign currency exchange rates			(454	)			(640	)
Cash, foreign cash, restricted cash and cash equivalents, beginning of period			112,484				125,730
Cash, foreign cash, restricted cash and cash equivalents, end of period	$		98,126		$		128,582

Supplemental disclosure of cash flow information:
Cash interest paid during the period	$		35,247		$		34,472
Cash paid for income taxes, including excise taxes during the period	$		2,248		$		1,209


	As of June 30,
		2024			2023
Cash	$		18,417	$		87,727
Restricted cash			66,993			36,243
Foreign cash			12,716			4,612
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows	$		98,126	$		128,582

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of June 30, 2024

(In thousands)

(Unaudited)


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value		% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
Forming Machining Industries Holdings, LLC (18)(19)	Second Lien Senior Secured Loan	SOFR	8.40%		13.75	%	10/9/2026	$	6,898		6,874			5,053
Forming Machining Industries Holdings, LLC (18)(19)	First Lien Senior Secured Loan	SOFR	4.40%		9.75	%	10/9/2025	$	16,015		15,989			12,612
Forward Slope (15)(19)	First Lien Senior Secured Loan	SOFR	7.10%		12.18	%	8/22/2029	$	6,170		6,030			6,170
Forward Slope (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.85%		12.18	%	8/22/2029	$	23,515		22,986			23,515
Forward Slope (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			8/22/2029	$	—		(190	)		—
Forward Slope (15)(19)	First Lien Senior Secured Loan	SOFR	6.85%		12.18	%	8/22/2029	$	8,662		8,544			8,662
Forward Slope (14)(19)(25)	Equity Interest	—	—	—			—		930		930			1,229
GSP Holdings, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.90%		11.23	%	11/6/2025	$	9,624		9,615			9,335
GSP Holdings, LLC (18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.90%		11.23	%	11/6/2025	$	4,550		4,539			4,413
Kellstrom Aerospace Group, Inc (14)(19)(25)	Equity Interest	—	—	—			—		1		1,963			1,188
Kellstrom Commercial Aerospace, Inc. (15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.01% (0.25% PIK)		11.56	%	7/1/2025	$	19,637		19,470			19,343
Kellstrom Commercial Aerospace, Inc. (3)(15)(19)(22)	First Lien Senior Secured Loan - Revolver	SOFR	6.26%		11.60	%	7/1/2025	$	3,246		3,252			3,182
Mach Acquisition R/C (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.65%		12.97	%	10/19/2026	$	7,532		7,440			7,231
Mach Acquisition T/L (15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.65% (2.00% PIK)		13.98	%	10/19/2026	$	34,328		34,009			33,298
Precision Ultimate Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,417		1,417			1,296
Robinson Helicopter (14)(19)(25)	Equity Interest	—	—	—			—		1,592		1,592			2,961
Robinson Helicopter (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.60%		11.94	%	6/30/2028	$	14,342		14,103			14,342
Saturn Purchaser Corp. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.35%		10.69	%	7/23/2029	$	14,018		13,902			14,018
Saturn Purchaser Corp. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/22/2029	$	—		(35	)		—
Whitcraft-Paradigm (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.33	%	2/15/2029	$	11,852		11,758			11,852
Whitcraft-Paradigm (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.83	%	2/15/2029	$	998		998			998
Whitcraft-Paradigm (3)(18)(19)	First Lien Senior Secured Loan - Revolver	P	6.00%		14.50	%	2/28/2029	$	355		338			355
Aerospace & Defense Total										$	185,524		$	181,053		15.8	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value		% of NAV (4)
Automotive
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (4.50% PIK)		13.50	%	12/1/2027	$	5,229		5,182			5,150
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (4.50% PIK)		13.50	%	12/1/2027	$	16,133		15,920			15,891
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (4.50% PIK)		13.50	%	12/1/2027	$	20,146		19,877			19,844
Cardo (6)(18)(19)	First Lien Senior Secured Loan	SOFR	5.25%		10.57	%	5/12/2028	$	98		97			98
Gills Point S (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.08	%	5/17/2029	$	12,568		12,568			12,568
Gills Point S (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.10	%	5/17/2029	$	180		180			180
Gills Point S (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		11.08	%	5/17/2029	$	1,257		1,240			1,257
Gills Point S (14)(19)(25)	Equity Interest	—	—	—			—		2		184			208
Gills Point S (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		11.10	%	5/17/2029	$	7,070		7,061			7,070
Intoxalock (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.10%		10.44	%	11/1/2028	$	12,066		11,972			12,066
Intoxalock (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.10%		10.44	%	11/1/2028	$	343		318			343
JHCC Holdings, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.58	%	9/9/2027	$	11,982		11,940			11,982
JHCC Holdings, LLC (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%		10.59	%	9/9/2027	$	638		611			638
Automotive Total										$	87,150		$	87,295		7.6	%

Banking, Finance, Insurance & Real Estate
Morrow Sodali (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.73%		11.07	%	4/25/2028	$	2,612		2,599			2,612
Morrow Sodali (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.10%		10.44	%	4/25/2027	$	441		421			441
Sikich (19)(25)(26)	Preferred Equity	—	13.00% PIK		13.00	%	—		30		3,000			3,000
Sikich (14)(19)(25)	Warrants	—	—	—			—		2		—			—
Sikich (14)(19)(25)	Warrants	—	—	—			—		5		—			—
Banking, Finance, Insurance & Real Estate Total										$	6,020		$	6,053		0.5	%

Beverage, Food & Tobacco
Arctic Glacier U.S.A., Inc. (19)(26)(31)	First Lien Senior Secured Loan	SOFR	6.76% (4.00% PIK)		16.10	%	5/24/2028	$	12,230		12,029			11,680
Arctic Glacier U.S.A., Inc. (3)(19)(26)(31)	First Lien Senior Secured Loan - Revolver	SOFR	6.76% (4.00% PIK)		16.10	%	5/24/2028	$	1,922		1,892			1,835
AgroFresh Solutions (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.35%		11.69	%	3/31/2029	$	31,288		30,752			30,975
AgroFresh Solutions (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.35%		11.69	%	3/31/2028	$	4,764		4,681			4,714
NPC International, Inc. (14)(19)(25)(27)	Equity Interest	—	—	—			—		308		461			7
PPX (14)(19)(25)	Preferred Equity	—	—	—			—		33		—			—
PPX (14)(19)(25)	Preferred Equity	—	—	—			—		33		5,000			6,867
Beverage, Food & Tobacco Total										$	54,815		$	56,078		4.9	%

Capital Equipment
AXH Air Coolers (3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			10/31/2029	$	—		(65	)		—
AXH Air Coolers (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/31/2029	$	—		(49	)		—
AXH Air Coolers (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.75%		12.06	%	10/31/2029	$	12,164		12,055			12,164
AXH Air Coolers (14)(19)(25)	Preferred Equity	—	—	—			—		3,417		3,417			4,915
East BCC Coinvest II, LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,419		1,419			463
Ergotron Acquisition LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.85%		11.20	%	7/6/2028	$	12,036		11,857			12,036
DiversiTech (17)	First Lien Senior Secured Loan	SOFR	4.01%		9.35	%	12/22/2028	$	1		1			1
FCG Acquisitions, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		4		—			—
Jonathan Acquisition Company (18)(19)	Second Lien Senior Secured Loan	SOFR	9.10%		14.45	%	12/22/2027	$	8,000		7,878			8,000
TCFIII Owl Finance, LLC (19)(26)	Subordinated Debt	—	12.00% PIK		12.00	%	1/30/2027	$	5,805		5,766			5,805
Capital Equipment Total										$	42,279		$	43,384		3.8	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Chemicals, Plastics & Rubber
AP Plastics Group, LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	4.75%		10.18	%	8/10/2028	$	7,177		7,014			7,177
Duraco (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/6/2029	$	—		(30	)		(30	)
Duraco (19)(29)(32)	First Lien Senior Secured Loan	SOFR	6.50%		11.84	%	6/6/2029	$	24,975		24,601			24,600
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	EURIBOR	5.75%		9.57	%	12/22/2027	€	98		102			99
V Global Holdings LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.90%		11.22	%	12/22/2027	$	5,773		5,701			5,499
V Global Holdings LLC (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.85%		11.18	%	12/22/2025	$	7,089		7,017			6,628
Chemicals, Plastics & Rubber Total										$	44,405		$	43,973			3.8	%

Construction & Building
Chase Industries, Inc. (15)(19)(26)(29)	First Lien Senior Secured Loan	SOFR	4.40% (1.25% PIK)		10.98	%	5/12/2025	$	23,797		22,991			22,489
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.40% (1.25% PIK)		10.98	%	5/12/2025	$	2,335		2,252			2,207
Chase Industries, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.65%		10.98	%	5/12/2025	$	979		835			885
Elk Parent Holdings, LP (14)(19)(25)	Equity Interest	—	—	—			—		1		12			1,442
Elk Parent Holdings, LP (14)(19)(25)	Preferred Equity	—	—	—			—		120		1,202			1,740
Service Master (14)(19)(25)	Equity Interest	—	—	—			—		—		169			217
Service Master (18)(19)(26)	First Lien Senior Secured Loan	SOFR	6.01% (1.00% PIK)		12.34	%	8/16/2027	$	889		880			889
Service Master (15)(19)(26)	First Lien Senior Secured Loan	SOFR	5.86% (1.00% PIK)		12.21	%	8/16/2027	$	7,588		7,514			7,588
Service Master (14)(19)(25)	Equity Interest	—	—	—			—		—		—			507
Service Master (18)(19)(26)	First Lien Senior Secured Loan	SOFR	5.86% (1.00% PIK)		12.21	%	8/16/2027	$	11,635		11,635			11,635
Service Master (3)(18)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	6.00% (1.00% PIK)		12.35	%	8/16/2027	$	9,472		9,358			9,472
Service Master (15)(19)(26)	First Lien Senior Secured Loan	SOFR	5.86% (1.00% PIK)		12.19	%	8/16/2027	$	6,464		6,408			6,464
USIC Holdings, Inc. (16)	First Lien Senior Secured Loan	SOFR	3.76%		9.10	%	5/12/2028	$	1,995		1,997			1,934
Construction & Building Total										$	65,253		$	67,469			5.9	%

Consumer Goods: Durable
New Milani Group LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.93	%	6/6/2026	$	11,269		11,146			11,269
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	SOFR	9.15%		14.46	%	3/31/2028	$	11,434		11,274			11,435
Tangent Technologies Acquisition, LLC (15)(19)	Second Lien Senior Secured Loan	SOFR	9.00%		14.30	%	5/30/2028	$	8,915		8,790			8,915
TLC Holdco LP (14)(19)(25)	Equity Interest	—	—	—			—		1,281		1,221			826
TLC Purchaser, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.76%		11.09	%	10/13/2025	$	21,994		21,765			21,554
TLC Purchaser, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.76%		11.10	%	10/13/2025	$	3,808		3,742			3,618
Consumer Goods: Durable Total										$	57,938		$	57,617			5.0	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Consumer Goods: Non-Durable
Evriholder (19)(29)(32)	First Lien Senior Secured Loan	SOFR	6.90%		12.23	%	1/24/2028	$	6,134		6,078			6,103
Fineline Technologies, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		939		939			1,143
FL Hawk Intermediate Holdings, Inc. (15)(19)	Second Lien Senior Secured Loan	SOFR	9.01%		14.35	%	8/19/2028	$	12,613		12,369			12,614
KIK Custom Products (17)	First Lien Senior Secured Loan	SOFR	4.01%		9.36	%	12/22/2026	$	1,995		2,002			1,996
RoC Skincare (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.33	%	2/21/2031	$	18,186		17,930			18,186
RoC Skincare (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			2/21/2030	$	—		(27	)		—
Solaray, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.60%		11.93	%	12/15/2025	$	13,245		13,237			12,748
Solaray, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.60%		11.93	%	12/15/2025	$	28,759		28,759			27,681
Solaray, LLC (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.60%		10.93	%	12/15/2025	$	10,635		10,621			10,635
WU Holdco, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.65%		10.98	%	3/26/2027	$	1,670		1,652			1,670
WU Holdco, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.40%		10.73	%	3/26/2027	$	37,092		36,852			37,092
WU Holdco, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.40%		10.73	%	3/26/2027	$	4,057		4,049			4,057
Consumer Goods: Non-Durable Total										$	134,461		$	133,925			11.7	%

Consumer Goods: Wholesale
WSP (14)(19)(25)	Equity Interest	—	—	—			—		—		12			2
WSP (15)(19)	First Lien Senior Secured Loan	SOFR	1.00%		6.48	%	4/27/2028	$	3,114		3,103			2,553
WSP (7)(14)(19)(26)	First Lien Senior Secured Loan	—	8.00% PIK		8.00	%	4/27/2028	$	1,962		1,954			942
WSP (14)(19)(25)	Preferred Equity	—	—	—			—		—		216			—
WSP (14)(19)(25)	Equity Interest	—	—	—			—		2,898		2,898			—
WSP (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/27/2027	$	—		(2	)		(45	)
Consumer Goods: Wholesale Total										$	8,181		$	3,452			0.3	%

Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	6.26%		11.59	%	12/29/2027	$	5,818		5,686			5,760
ASP-r-pac Acquisition Co LLC (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.00%		11.44	%	12/29/2027	$	1,427		1,377			1,393
Iris Holding, Inc. (17)(29)	First Lien Senior Secured Loan	SOFR	4.75%		10.18	%	6/28/2028	$	12,822		12,332			12,115
Containers, Packaging & Glass Total										$	19,395		$	19,268			1.7	%

Energy: Electricity
WCI Gigawatt Purchaser (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.76%		11.09	%	11/19/2027	$	1,419		1,400			1,412
WCI Gigawatt Purchaser (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			11/19/2027	$	—		(41	)		(41	)
WCI Gigawatt Purchaser (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.86%		11.21	%	11/19/2027	$	683		642			666
Energy: Electricity Total										$	2,001		$	2,037			0.2	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value		% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Environmental Industries
Reconomy (3)(6)(18)(19)(23)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.25%		11.45	%	7/12/2029	£	3,447		3,801			3,888
Reconomy (3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/12/2029	£	—		(85	)		—
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.25%		11.45	%	7/12/2029	£	68		82			86
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.00%		9.72	%	7/12/2029	€	27		28			29
Titan Cloud Software, Inc (14)(19)(25)	Equity Interest	—	—	—			—		3,532		3,532			4,405
Titan Cloud Software, Inc (18)(19)(26)	First Lien Senior Secured Loan	SOFR	2.00% (4.60% PIK)		11.91	%	9/7/2029	$	26,023		25,823			26,023
Titan Cloud Software, Inc (18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	2.00% (4.60% PIK)		11.94	%	9/7/2029	$	11,685		11,602			11,685
Titan Cloud Software, Inc (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/7/2028	$	—		(40	)		—
Environmental Industries Total										$	44,743		$	46,116		4.0	%

FIRE: Finance
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		10.34	%	12/23/2027	$	861		851			861
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.00%		10.34	%	12/23/2027	$	1,482		1,472			1,482
Allworth Financial Group, L.P. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/23/2027	$	—		(8	)		—
Choreo (15)(19)	First Lien Senior Secured Loan	SOFR	5.25%		10.59	%	2/18/2028	$	2,494		2,494			2,494
Choreo (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/18/2028	$	—		—			—
Citadel (18)	First Lien Senior Secured Loan	SOFR	2.25%		7.59	%	7/29/2030	$	1,995		2,012			2,003
Congress Wealth (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.60%		11.93	%	6/30/2029	$	318		315			318
Congress Wealth (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/30/2029	$	—		—			—
Congress Wealth (3)(18)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			6/30/2029	$	—		—			—
Congress Wealth (14)(19)(25)	Equity Interest	—	—	—			—		16		323			372
Hudson River Trading (18)	First Lien Senior Secured Loan	SOFR	3.11%		8.46	%	3/20/2028	$	1,995		2,000			1,996
Insigneo Financial Group LLC (14)(19)(25)	Equity Interest	—	—	—			—		2,456		2,472			3,511
Insigneo Financial Group LLC (15)(19)	First Lien Senior Secured Loan	SOFR	6.60%		11.93	%	8/1/2028	$	267		261			267
Parmenion (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.50%		10.70	%	5/11/2029	£	295		369			373
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.85	%	10/4/2027	$	9,256		9,256			9,256
TA/Weg Holdings (3)(15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.85	%	10/4/2027	$	2,337		2,331			2,337
Wealth Enhancement Group (WEG) (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.83	%	10/4/2027	$	1,873		1,781			1,873
Wealth Enhancement Group (WEG) (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/4/2027	$	—		(10	)		—
FIRE: Finance Total										$	25,919		$	27,143		2.4	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
FIRE: Insurance
Acrisure LLC (18)	First Lien Senior Secured Loan	SOFR	3.49%		8.93	%	2/15/2027	$	1,976		1,983			1,978
Asurion LLC (18)	First Lien Senior Secured Loan	SOFR	4.10%		9.44	%	8/19/2028	$	1,995		1,984			1,976
Margaux Acquisition Inc. (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.65%		10.95	%	12/19/2025	$	16,410		16,375			16,410
Margaux Acquisition Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/19/2025	$	—		(4	)		—
Margaux UK Finance Limited (3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/19/2025	£	—		(1	)		—
McLarens Acquisition Inc. (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.60%		10.93	%	12/16/2025	$	172		172			172
MRHT (3)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	EURIBOR	5.75%		9.54	%	2/1/2029	€	1,693		1,750			1,814
MRHT (6)(15)(19)	First Lien Senior Secured Loan	EURIBOR	6.75%		10.56	%	2/1/2029	€	956		1,019			1,024
PCF (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.83	%	11/1/2028	$	1,909		1,899			1,909
Simplicity (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.40%		11.73	%	12/2/2026	$	12,097		11,835			12,097
Simplicity (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/2/2026	$	—		(29	)		—
Simplicity (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/2/2026	$	—		—			—
Simplicity (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.33	%	12/2/2026	$	225		223			225
FIRE: Insurance Total										$	37,206		$	37,605			3.3	%

Forest Products & Paper
Multi-Color Corp (17)	First Lien Senior Secured Loan	SOFR	5.10%		10.44	%	10/29/2028	$	1,995		1,982			1,973
Forest Paper & Products Total										$	1,982		$	1,973			0.2	%

Healthcare & Pharmaceuticals
AEG Vision (3)(5)(18)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/27/2026	$	—		(231	)		—
AEG Vision (3)(5)(18)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/27/2026	$	—		(251	)		—
AEG Vision (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.90%		11.23	%	3/27/2026	$	3,239		3,193			3,239
Apollo Intelligence (14)(19)(25)	Equity Interest	—	—	—			—		33		3,293			3,223
Apollo Intelligence (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.07	%	5/31/2028	$	15,155		15,164			15,155
Apollo Intelligence (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.08	%	5/31/2028	$	3,940		3,893			3,940
Apollo Intelligence (3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			5/31/2028	$	—		(64	)		—
Beacon Specialized Living (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/25/2028	$	—		(127	)		(128	)
Beacon Specialized Living (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.08	%	3/25/2028	$	17,654		17,478			17,477
Beacon Specialized Living (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/25/2028	$	—		—			—
CB Titan Holdings, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		1,953		1,953			—
Datix Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/28/2024	£	—		—			—
Great Expressions Dental Center PC (15)(19)(26)	First Lien Senior Secured Loan	SOFR	1.00% (3.00% PIK)		9.58	%	9/30/2026	$	9,668		9,673			8,314
HealthDrive (15)(19)	First Lien Senior Secured Loan	SOFR	6.10%		11.44	%	8/20/2029	$	1,918		1,918			1,918
HealthDrive (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.10%		11.44	%	8/20/2029	$	271		271			271
HealthDrive (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			8/20/2029	$	—		—			—
HealthDrive (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.10%		11.44	%	8/20/2029	$	275		275			275
HealthDrive (14)(19)(25)	Preferred Equity	—	—	—			—		18		1,822			1,971
Mertus 522. GmbH (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	6.25% (0.75% PIK)		10.77	%	5/28/2026	€	226		251			234
Mertus 522. GmbH (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	6.25% (0.75% PIK)		10.70	%	5/28/2026	€	132		144			137
Pharmacy Partners (19)(32)	First Lien Senior Secured Loan	SOFR	6.50%		11.84	%	2/28/2029	$	1,698		1,678			1,698
Pharmacy Partners (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			2/28/2029	$	—		(64	)		—
Premier Imaging, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.26%		11.56	%	1/2/2025	$	7,489		7,469			7,021
Premier Imaging, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.26%		11.56	%	1/2/2025	$	2,030		2,025			1,903
SunMed Group Holdings, LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.60%		10.93	%	6/16/2028	$	8,562		8,463			8,562
Sunmed Group Holdings, LLC (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/16/2027	$	—		(9	)		—
WellSky (16)	First Lien Senior Secured Loan	SOFR	3.36%		8.71	%	3/10/2028	$	1,995		2,010			2,000
Healthcare & Pharmaceuticals Total										$	80,227		$	77,210			6.8	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
High Tech Industries
Access (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.25%		10.45	%	6/28/2029	£	80		99			101
AMI US Holdings Inc. (6)(15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.35%		10.69	%	10/1/2026	$	3,542		3,531			3,542
Applitools (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/25/2028	$	—		(22	)		(51	)
Applitools (6)(16)(19)(26)	First Lien Senior Secured Loan	SOFR	6.25% PIK		11.59	%	5/25/2029	$	18,402		18,289			18,126
Appriss Holdings, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		2,136		1,606			1,668
Appriss Holdings, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	7.15%		12.48	%	5/6/2027	$	11,123		11,000			11,123
Appriss Holdings, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.15%		12.48	%	5/6/2027	$	113		106			113
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		1		1,107			1,084
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		2		1,844			1,806
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		1		507			497
CB Nike IntermediateCo Ltd (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/31/2025	$	—		—			—
Cloud Technology Solutions (CTS) (6)(14)(19)(25)	Preferred Equity	—	—	—			—		4,408		5,360			5,296
Eagle Rock Capital Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		3,345		3,345			5,070
Element Buyer, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.10%		11.44	%	7/19/2026	$	28,571		28,617			28,571
Element Buyer, Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/19/2026	$	—		(16	)		—
Eleven Software (14)(19)(25)	Preferred Equity	—	—	—			—		896		896			916
Eleven Software (18)(19)	First Lien Senior Secured Loan	SOFR	8.25%		13.58	%	4/25/2027	$	7,439		7,391			7,439
Eleven Software (14)(19)(25)	Preferred Equity	—	—	—			—		109		109			111
Eleven Software (18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	8.10%		13.44	%	9/25/2026	$	1,488		1,480			1,488
E-Tech Group (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/9/2030	$	—		(13	)		(13	)
E-Tech Group (15)(19)	First Lien Senior Secured Loan	SOFR	5.50%		10.84	%	4/9/2030	$	3,499		3,466			3,464
FNZ UK Finco Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSW	5.25%		9.71	%	9/30/2026	AUD	81		56			54
Gluware (14)(19)(25)	Warrants	—	—	—			—		4,307		478			—
Gluware (19)(26)	First Lien Senior Secured Loan	—	9.00% (5.50% PIK)		14.50	%	10/15/2025	$	21,418		21,078			20,562
Gluware (19)(26)	First Lien Senior Secured Loan	—	9.00% (5.50% PIK)		14.50	%	10/15/2025	$	5,820		5,788			5,704
NearMap (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/9/2029	$	—		(71	)		—
Revalize, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		1		1,431			1,416
Revalize, Inc. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.90%		11.23	%	4/15/2027	$	5,277		5,246			5,105
Revalize, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.90%		11.23	%	4/15/2027	$	2,009		1,998			1,944


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Revalize, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.90%		11.23	%	4/15/2027	$	503		495			459
SAM (19)(26)	First Lien Senior Secured Loan	—	12.75% PIK		12.75	%	5/9/2028	$	35,936		35,734			35,936
SensorTower (14)(19)(25)	Equity Interest	—	—	—			—		156		2,400			2,400
SensorTower (19)(29)(31)	First Lien Senior Secured Loan	SOFR	7.50%		12.84	%	3/15/2029	$	41,628		41,022			41,108
SensorTower (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/15/2029	$	—		(15	)		(13	)
SoftCo (6)(14)(19)(25)	Equity Interest	—	—	—			—		500		542			541
SoftCo (6)(15)(19)	First Lien Senior Secured Loan	EURIBOR	7.00%		10.79	%	2/22/2031	€	2,000		2,145			2,132
Solifi (19)(25)(26)	Preferred Equity	—	14.50% PIK		14.50	%	—		1		11,760			11,760
Superna Inc. (2)(3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/6/2028	$	—		(16	)		(66	)
Superna Inc. (2)(3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/6/2028	$	—		(16	)		(66	)
Superna Inc. (6)(14)(19)(25)	Equity Interest	—	—	—			—		1,463		1,463			1,157
Superna Inc. (6)(15)(19)	First Lien Senior Secured Loan	SOFR	6.50%		11.83	%	3/6/2028	$	2,720		2,682			2,652
Utimaco (6)(14)(19)(25)	Equity Interest	—	—	—			—		2		2,223			1,638
Utimaco (6)(14)(19)(25)	Preferred Equity	—	—	—			—		2		2,223			1,638
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.25%		10.00	%	5/14/2029	€	92		98			96
Utimaco (6)(16)(19)	First Lien Senior Secured Loan	SOFR	6.51%		11.82	%	5/14/2029	$	128		127			124
Utimaco (6)(16)(19)	First Lien Senior Secured Loan	SOFR	6.68%		11.99	%	5/14/2029	$	262		260			255
Ventiv Holdco, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		529		2,833			909
VPARK BIDCO AB (6)(18)(19)	First Lien Senior Secured Loan	CIBOR	4.00%		7.60	%	3/10/2025	DKK	570		93			82
VPARK BIDCO AB (6)(18)(19)	First Lien Senior Secured Loan	NIBOR	4.00%		8.63	%	3/10/2025	NOK	740		93			69
High Tech Industries Total										$	230,852		$	227,947			20.1	%

Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (18)(19)	Second Lien Senior Secured Loan	SOFR	7.61%		12.96	%	2/1/2027	$	14,193		14,007			13,483
Concert Golf Partners Holdco (16)(19)(29)	First Lien Senior Secured Loan	SOFR	4.85%		10.23	%	4/1/2030	$	6,727		6,623			6,727
Concert Golf Partners Holdco LLC (16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.75%		10.13	%	4/1/2030	$	4,148		4,070			4,148
Concert Golf Partners Holdco LLC (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/2/2029	$	—		(31	)		—
Pyramid Global Hospitality (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.33	%	1/19/2028	$	9,875		9,674			9,875
Pyramid Global Hospitality (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			1/19/2028	$	—		(67	)		—
Hotel, Gaming & Leisure Total										$	34,276		$	34,233			3.0	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost		Market Value		% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Media: Advertising, Printing & Publishing
AdThrive (18)	First Lien Senior Secured Loan	SOFR	4.36%		9.71	%	3/23/2028	$	4,987		4,901		4,903
Kpler (6)(15)(19)	First Lien Senior Secured Loan	SONIA	6.50%		11.80	%	3/3/2030	£	100		120		126
Kpler (6)(15)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		10.42	%	3/3/2030	€	100		104		107
Kpler (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		10.42	%	3/3/2030	€	100		106		107
TGI Sport Bidco Pty Ltd (6)(18)(19)	First Lien Senior Secured Loan	BBSY	7.00%		11.35	%	4/30/2026	AUD	98		76		66
TGI Sport Bidco Pty Ltd (6)(18)(19)	First Lien Senior Secured Loan	SOFR	7.11%		12.46	%	4/30/2026	AUD	4,187		2,866		2,866
Media: Advertising, Printing & Publishing Total										$	8,173	$	8,175		0.7	%

Media: Broadcasting & Subscription
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	SOFR	5.93%		11.24	%	8/31/2028	$	1,443		1,435		1,443
Lightning Finco Limited (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	5.50%		9.17	%	8/31/2028	€	1,300		1,425		1,393
Media: Broadcasting & Subscription Total										$	2,860	$	2,836		0.2	%

Media: Diversified & Production
Aptus 1724 Gmbh (6)(19)(21)	First Lien Senior Secured Loan	SOFR	7.65%		12.99	%	2/23/2028	$	5,004		5,004		4,604
Efficient Collaborative Retail Marketing Company, LLC (7)(14)(15)(19)	First Lien Senior Secured Loan	SOFR	7.76%		13.10	%	12/31/2025	$	11,132		9,454		8,293
Efficient Collaborative Retail Marketing Company, LLC (7)(14)(15)(19)	First Lien Senior Secured Loan	SOFR	7.76%		13.10	%	12/31/2025	$	17,130		14,438		12,762
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.61%		11.96	%	12/31/2025	$	677		677		677
Music Creation Group Bidco GmbH (6)(18)(19)(26)	First Lien Senior Secured Loan	SOFR	6.00% (1.50% PIK)		12.99	%	2/23/2028	$	4,092		4,024		3,764
Media: Diversified & Production Total										$	33,597	$	30,100		2.6	%

Media: Publishing
OGH Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.50%		11.69	%	6/29/2029	£	2,217		2,600		2,336
OGH Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.50%		11.69	%	6/29/2029	£	139		164		165
Media: Publishing Total										$	2,764	$	2,501		0.2	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Retail
New Look Vision Group (6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.82%		10.53	%	5/26/2028	CAD	28		27			21
New Look Vision Group (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	CDOR	5.82%		10.53	%	5/26/2028	CAD	134		84			80
New Look Vision Group (6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.82%		10.53	%	5/26/2028	CAD	55		44			40
New Look Vision Group (6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.82%		10.53	%	5/26/2028	$	385		385			381
Thrasio, LLC (18)(19)(26)	First Lien Senior Secured Loan	SOFR	10.00% (PIK)		15.45	%	6/18/2029	$	4,332		4,334			4,334
Thrasio, LLC (14)(19)(25)	Equity Interest	—	—	—			—		5,563		—			—
Thrasio, LLC (18)(19)(26)	First Lien Senior Secured Loan	SOFR	10.00% (PIK)		15.45	%	6/18/2029	$	1,412		1,412			1,412
Thrasio, LLC (14)(19)(25)	Equity Interest	—	—	—			—		8		766			357
Thrasio, LLC (14)(19)(25)	Equity Interest	—	—	—			—		70		6,890			3,198
Retail Total										$	13,942		$	9,823			0.9	%

Services: Business
ACAMS (14)(19)(25)	Equity Interest	—	—	—			—		3,337		3,337			2,625
Allbridge (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	-			6/5/2030	$	—		(28	)		(29	)
Allbridge (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.09	%	6/5/2030	$	31,735		31,498			31,497
Allbridge (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	-			6/5/2030	$	—		—			—
Avalon Acquiror, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.58	%	3/10/2028	$	14,353		14,252			14,353
Avalon Acquiror, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		11.57	%	3/10/2028	$	5,882		5,765			5,882
Beneficium (2)(3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			6/28/2031	£	—		(91	)		(91	)
Beneficium (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.50%		10.70	%	6/28/2031	£	14,993		18,768			18,769
Brook Bidco (6)(14)(19)(25)	Preferred Equity	—	—	—			—		5,675		7,783			8,669
Brook Bidco (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	7.37% PIK		12.57	%	7/10/2028	£	821		1,108			1,039
Caribou Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	5.25%		10.44	%	2/1/2029	£	16		20			20
Chamber Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.57	%	6/2/2028	$	213		212			213
Cube (3)(18)(19)	First Lien Senior Secured Loan	—	—	—			2/20/2025	$	—		—			—
Cube (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			5/20/2031	$	—		—			—
Cube (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			5/20/2031	$	—		—			—
Darcy Partners (14)(19)(25)	Equity Interest	—	—	—			—		359		360			412
Darcy Partners (18)(19)	First Lien Senior Secured Loan	SOFR	7.75%		13.08	%	6/1/2028	$	1,503		1,492			1,503
Darcy Partners (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/1/2028	$	—		—			—
Datix Bidco Limited (2)(3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			4/30/2031	$	—		(28	)		(29	)
Datix Bidco Limited (2)(3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/30/2030	$	—		(45	)		(46	)
Datix Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.50%		10.72	%	4/30/2031	£	8,160		10,012			10,112
Datix Bidco Limited (17)(19)	First Lien Senior Secured Loan	SOFR	5.50%		10.81	%	4/30/2031	$	22,626		22,183			22,174
Discovery Senior Living (15)(19)	First Lien Senior Secured Loan	SOFR	5.75%		11.09	%	3/18/2030	$	6,983		6,907			6,948
Discovery Senior Living (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		11.09	%	3/18/2030	$	2,833		2,801			2,819
Discovery Senior Living (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/18/2030	$	—		(67	)		(59	)
Discovery Senior Living (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/18/2030	$	—		(27	)		(12	)
Elevator Holdco Inc. (14)(19)(25)	Equity Interest	—	—	—			—		2		2,448			4,141
iBanFirst (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.71	%	7/13/2028	€	3,424		3,550			3,668
iBanFirst (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.71	%	7/13/2028	€	96		101			103
iBanFirst (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.71	%	7/13/2028	€	3,599		3,681			3,855
iBanFirst Facility (6)(14)(19)(25)	Preferred Equity	—	—	—			—		7,112		8,136			19,835
ImageTrend (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	7.75%		13.08	%	1/31/2029	$	17,000		16,788			17,000
ImageTrend (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			1/31/2029	$	—		(46	)		—
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.51% PIK		12.82	%	7/10/2028	£	328		430			434
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.51% PIK		12.82	%	7/10/2028	£	117		155			155
masLabor (14)(19)(25)	Equity Interest	—	—	—			—		173		173			444


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
masLabor (18)(19)	First Lien Senior Secured Loan	SOFR	7.50%		12.80	%	7/1/2027	$	8,362		8,209			8,362
Opus2 (6)(14)(19)(25)	Equity Interest	—	—	—			—		2,272		2,900			3,981
Opus2 (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.28%		10.48	%	5/5/2028	£	123		168			155
Parcel2Go (2)(3)(6)(7)(14)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SONIA	3.00% (3.00% PIK)		11.20	%	7/17/2028	£	39		51			(14	)
Parcel2Go (6)(14)(19)(25)	Equity Interest	—	—	—			—		3,605		4,237			—
Parcel2Go (6)(7)(14)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.25% (3.00% PIK)		11.20	%	7/17/2028	£	126		171			40
Smartronix (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.10%		11.33	%	11/23/2028	$	12,444		12,279			12,444
Smartronix (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			11/23/2027	$	—		(79	)		—
Smartronix (15)(19)	First Lien Senior Secured Loan	SOFR	6.35%		11.58	%	11/23/2028	$	3,678		3,597			3,678
Smartronix (15)(19)	First Lien Senior Secured Loan	SOFR	6.35%		11.58	%	11/23/2028	$	2,432		2,378			2,432
Spring Finco BV (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/15/2029	NOK	—		—			—
TEI Holdings Inc. (17)(29)	First Lien Senior Secured Loan	SOFR	4.75%		10.08	%	4/9/2031	$	13,236		13,172			13,291
Webcentral (2)(3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/18/2030	€	—		(18	)		(18	)
Webcentral (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.25%		9.97	%	12/18/2030	€	3,423		3,651			3,630
Services: Business Total										$	212,344		$	224,385			19.7	%

Services: Consumer
MZR Aggregator (14)(19)(25)	Equity Interest	—	—	—			—		1		798			432
MZR Buyer, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.85%		12.19	%	12/22/2026	$	11,841		11,726			11,486
MZR Buyer, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.00%		12.26	%	12/22/2026	$	4,515		4,472			4,359
Surrey Bidco Limited (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	6.28% PIK		11.47	%	5/11/2026	£	64		73			63
Services: Consumer Total										$	17,069		$	16,340			1.4	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/ Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Telecommunications
DC Blox Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		3,822		3,851			4,927
DC Blox Inc. (14)(19)(25)	Equity Interest	—	—	—			—		124		1			—
DC Blox Inc. (14)(19)(25)	Warrants	—	—	—			—		177		2			—
DC Blox Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	2.60% (6.50% PIK)		14.40	%	3/23/2026	$	33,992		33,870			38,418
Inmarsat (17)	First Lien Senior Secured Loan	SOFR	4.50%		9.83	%	9/27/2029	$	1,995		1,980			1,885
Meriplex Communications, Ltd. (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.00%		10.44	%	7/17/2028	$	12,119		11,941			11,937
Meriplex Communications, Ltd. (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.10%		10.44	%	7/17/2028	$	7,230		7,112			7,047
Meriplex Communications, Ltd. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/17/2028	$	—		(38	)		(42	)
Taoglas (14)(19)(25)	Equity Interest	—	—	—			—		2,259		2,259			1,923
Taoglas (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.25%		12.58	%	2/28/2029	$	10,029		9,941			9,678
Taoglas (2)(3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/28/2029	$	—		—			(127	)
Taoglas (14)(19)(25)	Equity Interest	—	—	—			—		20		20			17
Taoglas (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.25%		12.59	%	2/28/2029	$	1,101		1,101			1,053
Taoglas (6)(15)(19)	First Lien Senior Secured Loan	SOFR	7.25%		12.58	%	2/28/2029	$	451		439			435
Telecommunications Total										$	72,479		$	77,151			6.8	%

Transportation: Cargo
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.40%		11.70	%	8/3/2026	$	2,361		2,352			2,338
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.90%		12.20	%	8/3/2026	$	2,647		2,641			2,620
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.40%		11.70	%	8/3/2026	$	5,821		5,804			5,763
A&R Logistics, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.40%		11.70	%	8/3/2026	$	12,910		12,861			12,781
A&R Logistics, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.85%		12.18	%	8/3/2026	$	3,849		3,777			3,788
ARL Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		—		445			449
ARL Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		9		9			—
Grammer Investment Holdings LLC (14)(19)(25)	Warrants	—	—	—			—		122		—			—
Grammer Investment Holdings LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,011		1,019			374
Grammer Investment Holdings LLC (19)(25)	Preferred Equity	—	10.00%		10.00	%	—		10		792			1,055
Gulf Winds International (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.60%		12.94	%	12/16/2028	$	12,066		11,774			12,066
Gulf Winds International (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.60%		12.94	%	12/16/2028	$	1,323		1,205			1,323
Gulf Winds International (15)(19)	First Lien Senior Secured Loan	SOFR	7.60%		12.94	%	12/16/2028	$	9,594		9,502			9,594
REP Coinvest III- A Omni, L.P. (14)(19)(25)	Equity Interest	—	—	—			—		1,377		1,377			644
RoadOne (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.59	%	12/29/2028	$	12,066		11,771			12,066
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		11.59	%	12/29/2028	$	267		168			267
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%		11.59	%	12/29/2028	$	944		901			944
Transportation: Cargo Total										$	66,398		$	66,072			5.8	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/ Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Transportation: Consumer
PrimeFlight Acquisition LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.85%		12.18	%	5/1/2029	$	12,128		11,919			12,128
PrimeFlight Acquisition LLC (15)(19)	First Lien Senior Secured Loan	SOFR	5.25%		10.58	%	5/1/2029	$	4,714		4,644			4,714
PrimeFlight Acquisition LLC (15)(19)	First Lien Senior Secured Loan	SOFR	5.50%		10.83	%	5/1/2029	$	839		839			839
Transportation: Consumer Total										$	17,402		$	17,681			1.5	%

Wholesale
Abracon Group Holding, LLC. (16)(19)(29)	First Lien Senior Secured Loan	SOFR	6.15%		11.48	%	7/6/2028	$	14,141		14,089			12,621
Abracon Group Holding, LLC. (16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.15%		11.48	%	7/6/2028	$	2,018		1,991			1,801
Abracon Group Holding, LLC. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/6/2028	$	—		(27	)		(239	)
Blackbird Purchaser, Inc. (16)(19)	First Lien Senior Secured Loan	SOFR	5.50%		10.83	%	12/19/2030	$	5,391		5,391			5,391
Hultec (14)(19)(25)	Equity Interest	—	—	—			—		1		651			595
SureWerx (3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/28/2029	$	—		(24	)		—
SureWerx (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%		10.59	%	12/28/2028	$	486		465			486
Wholesale Total										$	22,536		$	20,655			1.8	%
Non-Controlled/Non-Affiliate Investments Total										$	1,632,191		$	1,629,550			142.6	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/ Shares (9)		Cost		Market Value		% of NAV (4)
Non-Controlled/Affiliate Investments
Aerospace & Defense
Ansett Aviation Training (6)(10)(14)(19)(25)	Equity Interest	—	—	—			—		5,119		3,842		8,309
Ansett Aviation Training (6)(10)(18)(19)	First Lien Senior Secured Loan	BBSY	4.69%		9.08	%	9/24/2031	AUD	7,072		5,308		4,717
Aerospace & Defense Total										$	9,150	$	13,026		1.2	%

Beverage, Food & Tobacco
ADT Pizza, LLC (10)(14)(19)(25)	Equity Interest	—	—	—			—		6,720		6,732		9,613
Beverage, Food & Tobacco Total										$	6,732	$	9,613		0.8	%

Consumer Goods: Durable
Walker Edison (10)(14)(19)(25)	Equity Interest	—	—	—			—		60		5,592		—
Walker Edison (10)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.90% PIK		12.20	%	3/31/2027	$	6,353		6,353		5,273
Walker Edison (10)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	6.40% PIK		11.70	%	3/31/2027	$	3,182		3,182		3,182
Walker Edison (3)(10)(15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.90% PIK		12.24	%	3/31/2027	$	1,338		1,339		995
Walker Edison (10)(15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.90% PIK		12.20	%	3/31/2027	$	873		873		725
Consumer Goods: Durable Total										$	17,339	$	10,175		0.9	%

Energy: Oil & Gas
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Equity Interest	—	—	—			—		1,198		1		—
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Preferred Equity	—	—	—			—		3,618		1,106		3,498
Energy: Oil & Gas Total										$	1,107	$	3,498		0.3	%

Non-Controlled/Affiliate Investments Total										$	34,328	$	36,312		3.2	%


Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/ Shares (9)		Cost		Market Value			% of NAV (4)
Controlled Affiliate Investments
Aerospace & Defense
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(14)(19)(20)(25)	Equity Interest	—	—	—			—		11,863		11,863		10,892
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20)(25)	Equity Interest	—	—	—			—		1,116		1,116		—
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20)	First Lien Senior Secured Loan	—	10.00%		10.00	%	—	$	8,013		8,013		6,620
Gale Aviation (Offshore) Co (6)(10)(11)(19)(25)	Equity Interest	—	—	—			—		77,395		77,393		75,903
Aerospace & Defense Total										$	98,385	$	93,415			8.2	%

FIRE: Finance
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)	Equity Interest	—	—	—			—		1		900		900
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)	Preferred Equity	—	—	—			—		37		36,900		36,900
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)	Equity Interest	—	—	—			—		1		—		—
FIRE: Finance Total										$	37,800	$	37,800			3.3	%

Investment Vehicles
Bain Capital Senior Loan Program, LLC (6)(10)(11)(18)(19)	Subordinated Note Investment Vehicles	—	10.00%		10.00	%	12/27/2033	$	146,495		146,495		146,495
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Preferred Equity Interest Investment Vehicles	—	—	—			—		10		10		(1,598	)
Bain Capital Senior Loan Program, LLC (2)(6)(10)(11)(25)	Equity Interest Investment Vehicles	—	—	—			—		10		5,594		(63	)
International Senior Loan Program, LLC (6)(10)(11)(18)(19)	Subordinated Note Investment Vehicles	SOFR	8.00%		13.30	%	2/22/2028	$	190,729		190,729		190,729
International Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles	—	—	—			—		63,587		60,615		55,187
Investment Vehicles Total										$	403,443	$	390,750			34.2	%

Transportation: Cargo
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25)	Equity Interest	—	—	—			—		37,095		37,406		49,664
Transportation: Cargo Total										$	37,406	$	49,664			4.3	%
Controlled Affiliate Investments Total										$	577,034	$	571,629			50.0	%
Investments Total										$	2,243,553	$	2,237,491			195.8	%

Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class	Cash Equivalents		—		5.21	%	—	$	13,951		13,951		13,951
Goldman Sachs US Treasury Liquid Reserves Fund (30)	Cash Equivalents		—		5.23	%	—	$	56,211		56,211		56,211
Cash Equivalents Total										$	70,162	$	70,162			6.2	%
Investments and Cash Equivalents Total										$	2,313,715	$	2,307,653			202.0	%

Forward Foreign Currency Exchange Contracts


Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation(8)
US DOLLARS 20	POUND STERLING 0	Bank of New York Mellon	8/5/2024	$	20
US DOLLARS 1,338	CANADIAN DOLLAR 1,790	Bank of New York Mellon	12/13/2024		24
US DOLLARS 5,254	POUND STERLING 4,150	Wells Fargo	1/9/2025		-
US DOLLARS 27,735	POUND STERLING 23,100	Citibank	1/9/2025		(1,508	)
US DOLLARS 129	EURO 0	Bank of New York Mellon	1/9/2025		129
US DOLLARS 71	NORWEGIAN KRONE 740	Citibank	1/24/2025		1
US DOLLARS 2,743	AUSTRALIAN DOLLARS 4,180	Bank of New York Mellon	2/12/2025		(61	)
US DOLLARS 10,407	POUND STERLING 8,330	Bank of New York Mellon	4/23/2025		(143	)
US DOLLARS 11,620	EURO 10,620	Bank of New York Mellon	5/15/2025		62
US DOLLARS 9,158	AUSTRALIAN DOLLARS 13,980	Bank of New York Mellon	5/27/2025		(222	)
US DOLLARS 32,539	EURO 29,350	Bank of New York Mellon	5/27/2025		580
US DOLLARS 192	CANADIAN DOLLAR 260	Bank of New York Mellon	5/27/2025		1
US DOLLARS 9	POUND STERLING 0	Bank of New York Mellon	6/10/2025		9
US DOLLARS 358	EURO 310	Bank of New York Mellon	6/10/2025		21
US DOLLARS 4,792	EURO 4,380	Bank of New York Mellon	6/12/2025		19
US DOLLARS 5,908	EURO 5,480	Bank of New York Mellon	6/13/2025		(64	)
US DOLLARS 18,073	POUND STERLING 14,250	Bank of New York Mellon	6/23/2025		22
US DOLLARS 2,762	AUSTRALIAN DOLLARS 3,739	Bank of New York Mellon	7/28/2025		254
				$	(856	)

(1)

The investments bear interest at a rate that may be determined by reference to the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR LIBOR”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), or the Prime Rate (“Prime” or “P”), the Sterling Overnight Index Average (“SONIA”) and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SONIA, or Prime and the current weighted average interest rate in effect at June 30, 2024. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SONIA or Prime interest rate floor.

(2)

The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(3)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4)

Percentages are based on the Company’s net assets of $1,142,545 as of June 30, 2024.

(5)

The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(6)

The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2024, non-qualifying assets totaled 29.00% of the Company’s total assets.

(7)

Loan was on non-accrual status as of June 30, 2024.

(8)

Unrealized appreciation on forward currency exchange contracts.

(9)

The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian Krone, AUD represents Australian Dollar, CAD represents Canadian Dollar and DKK represents Danish Krone.

(10)

As defined in the 1940 Act, the portfolio company is deemed to be an “affiliated person” of the Company as the Company owns 5% or more of the portfolio company’s outstanding voting securities.

(11)

As defined in the 1940 Act, the Company is deemed to “control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(12)

Tick mark not used

(13)

Tick mark not used

(14)

Non-income producing.

(15)

Loan includes interest rate floor of 1.00%.

(16)

Loan includes interest rate floor of 0.75%.

(17)

Loan includes interest rate floor of 0.50%.

(18)

Loan includes interest rate floor of 0.00%.

(19)

Security valued using unobservable inputs (Level 3).

(20)

The Company holds a controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.

(21)

Loan includes interest rate floor of 0.25%.

(22)

$11 of the total par amount for this security is at P+ 5.11%.

(23)

$89 of the total par amount for this security is at EURIBOR+ 6.00%.

(24)

Tick mark not used

(25)

Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2024, the aggregate fair value of these securities is $382,683 or 33.49% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:


Investment		Acquisition Date
ACAMS		3/10/2022
ADT Pizza, LLC		10/29/2018
Ansett Aviation Training		3/24/2022
Apollo Intelligence		6/1/2022
Appriss Holdings, Inc.		5/3/2021
AQ Software Corporation		12/10/2021
AQ Software Corporation		4/14/2022
AQ Software Corporation		12/29/2022
ARL Holdings, LLC		5/3/2019
AXH Air Coolers		10/31/2023
Bain Capital Senior Loan Program, LLC		12/27/2021
BCC Jetstream Holdings Aviation (Off I), LLC		6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC		6/1/2017
Blackbrush Oil & Gas, L.P.		9/3/2020
Brook Bidco		7/8/2021
CB Titan Holdings, Inc.		5/1/2017
Cloud Technology Solutions (CTS)		12/15/2022
Congress Wealth		6/30/2023
Darcy Partners		6/1/2022
DC Blox Inc.		3/22/2021
DC Blox Inc.		3/23/2021
Eagle Rock Capital Corporation		12/9/2021
East BCC Coinvest II, LLC		7/23/2019
Elevator Holdco Inc.		12/23/2019
Eleven Software		4/25/2022
Eleven Software		3/20/2024
Elk Parent Holdings, LP		11/1/2019
FCG Acquisitions, Inc.		1/24/2019
Fineline Technologies, Inc.		2/22/2021
Forward Slope		3/15/2024
Gale Aviation (Offshore) Co		1/2/2019
Gills Point S		5/17/2023
Gluware		10/15/2021
Grammer Investment Holdings LLC		10/1/2018


Investment		Acquisition Date
HealthDrive		8/18/2023
Hultec		3/31/2023
iBanFirst Facility		7/13/2021
Insigneo Financial Group LLC		8/1/2022
International Senior Loan Program, LLC		2/22/2021
Kellstrom Aerospace Group, Inc		7/1/2019
Legacy Corporate Lending HoldCo, LLC		4/21/2023
Lightning Holdings B, LLC		1/2/2020
masLabor		7/1/2021
MZR Aggregator		12/22/2020
NPC International, Inc.		4/1/2021
Opus2		6/16/2021
Parcel2Go		7/15/2021
PPX		7/29/2021
Precision Ultimate Holdings, LLC		11/6/2019
REP Coinvest III- A Omni, L.P.		2/5/2021
Revalize, Inc.		12/29/2022
Robinson Helicopter		6/30/2022
SensorTower		3/15/2024
Service Master		7/15/2021
Service Master		8/16/2021
Sikich		5/6/2024
Solifi		5/24/2024
SoftCo		3/1/2024
Superna Inc.		3/8/2022
Taoglas		2/28/2023
Taoglas		6/27/2024
Titan Cloud Software, Inc		11/4/2022
TLC Holdco LP		10/11/2019
Thrasio, LLC		6/18/2024
Utimaco		6/28/2022
Ventiv Holdco, Inc.		9/3/2019
Walker Edison		3/1/2023
WSP		5/20/2024
WSP		8/31/2021

(26)

Denotes that all or a portion of the debt investment includes PIK interest during the period.

(27)

Asset is in an escrow liquidating trust.

(28)

Tick mark not used

(29)

Assets or a portion thereof are pledged as collateral for the 2019-1 Issuer. See Note 6 “Debt”.

(30)

Cash equivalents include $56,211 of restricted cash.

(31)

Loan includes interest rate floor of 2.00%.

(32)

Loan includes interest rate floor of 1.50%.

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of December 31, 2023

(In thousands)


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
Forming Machining Industries Holdings, LLC (18)(19)(26)	Second Lien Senior Secured Loan	SOFR	7.89% PIK		13.20	%	10/9/2026	$	6,630		6,600			5,437
Forming Machining Industries Holdings, LLC (18)(19)	First Lien Senior Secured Loan	SOFR	4.40%		9.79	%	10/9/2025	$	16,100		16,059			13,685
Forward Slope (15)(19)	First Lien Senior Secured Loan	SOFR	6.85%		12.20	%	8/22/2029	$	6,201		6,051			6,046
Forward Slope (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.85%		12.23	%	8/22/2029	$	23,634		23,060			23,043
Forward Slope (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.85%		12.17	%	8/22/2029	$	4,738		4,529			4,516
Forward Slope (15)(19)	First Lien Senior Secured Loan	SOFR	6.85%		12.24	%	8/22/2029	$	19,950		19,653			19,451
GSP Holdings, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.90%		11.25	%	11/6/2025	$	35,241		35,429			33,567
GSP Holdings, LLC (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.90%		11.25	%	11/6/2025	$	2,306		2,292			2,088
Kellstrom Aerospace Group, Inc (14)(19)(25)	Equity Interest	—	—	—			—		1		1,963			1,044
Kellstrom Commercial Aerospace, Inc. (15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.00% (0.75% PIK)		12.17	%	7/1/2025	$	29,630		29,313			28,889
Kellstrom Commercial Aerospace, Inc. (2)(3)(15)(19)(23)(26)	First Lien Senior Secured Loan - Revolver	P	5.61% (0.50% PIK)		14.61	%	7/1/2025	$	47		46			(61	)
Mach Acquisition R/C (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.65%		13.02	%	10/19/2026	$	7,532		7,420			6,879
Mach Acquisition T/L (15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.65% (2.00% PIK)		14.05	%	10/19/2026	$	34,143		33,752			31,924
Precision Ultimate Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,417		1,417			1,242
Robinson Helicopter (14)(19)(25)	Equity Interest	—	—	—			—		1,592		1,592			2,359
Robinson Helicopter (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.60%		11.96	%	6/30/2028	$	14,735		14,464			14,735
Saturn Purchaser Corp. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.60%		11.01	%	7/23/2029	$	26,329		26,085			26,329
Saturn Purchaser Corp. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/22/2029	$	—		(39	)		—
Whitcraft-Paradigm (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.35	%	2/15/2029	$	11,912		11,805			11,912
Whitcraft-Paradigm (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.00%		12.35	%	2/28/2029	$	146		128			146
Aerospace & Defense Total										$	241,619		$	233,231			20.5	%

Automotive
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (4.50% PIK)		13.50	%	12/1/2027	$	5,112		5,060			5,112
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (4.50% PIK)		13.50	%	12/1/2027	$	15,772		15,535			15,772
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (4.50% PIK)		13.50	%	12/1/2027	$	19,695		19,390			19,695
Cardo (6)(18)(19)	First Lien Senior Secured Loan	SOFR	5.15%		10.54	%	5/12/2028	$	98		97			97
Gills Point S (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.38	%	5/17/2029	$	12,632		12,632			12,632
Gills Point S (3)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/17/2029	$	—		—			—
Gills Point S (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	7.10%		12.51	%	5/17/2029	$	692		682			692
Gills Point S (14)(19)(25)	Equity Interest	—	—	—			—		2		184			213
Intoxalock (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.50%		11.96	%	11/1/2028	$	12,128		12,023			12,128
Intoxalock (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.50%		11.96	%	11/1/2028	$	343		315			343
JHCC Holdings, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.75	%	9/9/2025	$	12,073		12,015			12,073
JHCC Holdings, LLC (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/9/2025	$	—		(22	)		—
Automotive Total										$	77,911		$	78,757			6.9	%


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Banking, Finance, Insurance & Real Estate
Morrow Sodali (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.63%		11.09	%	4/25/2028	$	2,626		2,611			2,600
Morrow Sodali (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.96	%	4/25/2028	$	2,218		2,164			2,196
Morrow Sodali (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.00%		10.46	%	4/25/2028	$	532		509			510
Banking, Finance, Insurance & Real Estate Total										$	5,284		$	5,306			0.5	%

Beverage, Food & Tobacco
Arctic Glacier U.S.A., Inc. (19)(26)(31)	First Lien Senior Secured Loan	SOFR	6.50% (4.00% PIK)		16.14	%	5/24/2028	$	12,912		12,672			12,653
Arctic Glacier U.S.A., Inc. (2)(3)(5)(19)(31)	First Lien Senior Secured Loan - Revolver	—	—	—			5/24/2028	$	—		(34	)		(39	)
NPC International, Inc. (14)(19)(25)(27)	Equity Interest	—	—	—			—		308		461			7
PPX (14)(19)(25)	Preferred Equity	—	—	—			—		33		—			102
PPX (14)(19)(25)	Preferred Equity	—	—	—			—		33		5,000			6,505
Beverage, Food & Tobacco Total										$	18,099		$	19,228			1.7	%

Capital Equipment
AXH Air Coolers (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			10/31/2029	$	—		(71	)		(73	)
AXH Air Coolers (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.75%		12.19	%	10/31/2029	$	1,101		1,047			1,046
AXH Air Coolers (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.75%		12.19	%	10/31/2029	$	27,992		27,719			27,712
AXH Air Coolers (14)(19)(25)	Preferred Equity	—	—	—			—		3,417		3,417			3,417
East BCC Coinvest II, LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,419		1,419			463
Ergotron Acquisition LLC (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.21	%	7/6/2028	$	12,097		11,898			12,097
FCG Acquisitions, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		4		—			—
Jonathan Acquisition Company (15)(19)	Second Lien Senior Secured Loan	SOFR	9.10%		14.47	%	12/22/2027	$	8,000		7,866			8,000
TCFIII Owl Finance, LLC (19)(26)	Subordinated Debt	—	12.00% PIK		12.00	%	1/30/2027	$	5,462		5,415			5,298
Capital Equipment Total										$	58,710		$	57,960			5.1	%

Chemicals, Plastics & Rubber
AP Plastics Group, LLC (18)(19)(29)	First Lien Senior Secured Loan	SOFR	4.75%		10.19	%	8/10/2028	$	7,212		7,032			7,032
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	EURIBOR	5.75%		9.85	%	12/22/2027	€	99		102			102
V Global Holdings LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.43	%	12/22/2027	$	5,803		5,720			5,614
V Global Holdings LLC (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.85%		11.21	%	12/22/2025	$	3,978		3,881			3,663
Chemicals, Plastics & Rubber Total										$	16,735		$	16,411			1.4	%


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Construction & Building
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan	SOFR	5.65% (1.50% PIK)		12.50	%	5/12/2025	$	23,734		22,545			22,073
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.65% (1.50% PIK)		12.50	%	5/12/2025	$	2,331		2,208			2,167
Chase Industries, Inc. (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/12/2025	$	—		(224	)		(120	)
Elk Parent Holdings, LP (14)(19)(25)	Equity Interest	—	—	—			—		1		12			1,040
Elk Parent Holdings, LP (14)(19)(25)	Preferred Equity	—	—	—			—		120		1,202			1,672
Service Master (14)(19)(25)	Equity Interest	—	—	—			—		—		169			220
Service Master (15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.00% (1.00% PIK)		12.65	%	8/16/2027	$	896		885			896
Service Master (14)(19)(25)	Equity Interest	—	—	—			—		—		—			724
Service Master (15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.11% (1.00% PIK)		12.47	%	8/16/2027	$	11,689		11,689			11,689
Service Master (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	6.00% (1.00% PIK)		12.50	%	8/16/2027	$	11,537		11,392			11,537
YLG Holdings, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.10%		10.48	%	10/31/2025	$	4,970		4,968			4,970
YLG Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.10%		10.48	%	10/31/2025	$	16,962		16,911			16,962
YLG Holdings, Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/31/2025	$	—		(26	)		—
Construction & Building Total										$	71,731		$	73,830			6.5	%

Consumer Goods: Durable
New Milani Group LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.96	%	6/6/2024	$	11,329		11,197			11,329
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	SOFR	9.15%		14.56	%	3/31/2028	$	11,434		11,256			11,434
Tangent Technologies Acquisition, LLC (15)(19)	Second Lien Senior Secured Loan	SOFR	9.00%		14.44	%	5/30/2028	$	8,915		8,776			8,759
TLC Holdco LP (14)(19)(25)	Equity Interest	—	—	—			—		1,281		1,221			376
TLC Purchaser, Inc. (15)(19)(26)	First Lien Senior Secured Loan	SOFR	2.26% (6.25% PIK)		14.15	%	10/13/2025	$	37,562		37,149			35,214
TLC Purchaser, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.51%		11.86	%	10/13/2025	$	3,123		3,031			2,528
Consumer Goods: Durable Total										$	72,630		$	69,640			6.1	%


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Consumer Goods: Non-Durable
Fineline Technologies, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		939		939			1,004
FL Hawk Intermediate Holdings, Inc. (15)(19)	Second Lien Senior Secured Loan	SOFR	9.26%		14.61	%	8/22/2028	$	12,613		12,347			12,613
RoC Opco LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.60%		12.95	%	2/25/2025	$	14,887		14,799			14,887
RoC Opco LLC (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			2/25/2025	$	—		(42	)		—
Solaray, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.60%		11.97	%	12/15/2025	$	14,016		14,028			13,350
Solaray, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.60%		11.97	%	12/15/2025	$	30,435		30,435			28,989
Solaray, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.60%		10.97	%	12/15/2025	$	11,344		11,343			11,344
WU Holdco, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.65%		11.00	%	3/26/2026	$	1,678		1,657			1,653
WU Holdco, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.65%		11.00	%	3/26/2026	$	37,287		36,991			36,728
WU Holdco, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.65%		11.00	%	3/26/2025	$	3,043		3,030			2,958
Consumer Goods: Non-Durable Total										$	125,527		$	123,526			10.9	%

Consumer Goods: Wholesale
WSP (14)(19)(25)	Preferred Equity	—	—	—			—		—		216			434
WSP (15)(19)(26)(29)	First Lien Senior Secured Loan	SOFR	6.40% (0.75% PIK)		12.53	%	4/27/2027	$	5,521		5,449			4,748
WSP (14)(19)(25)	Equity Interest	—	—	—			—		2,898		2,898			—
WSP (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/27/2027	$	—		(5	)		(63	)
Consumer Goods: Wholesale Total										$	8,558		$	5,119			0.5	%

Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	6.26%		11.64	%	12/29/2027	$	4,042		3,983			3,900
ASP-r-pac Acquisition Co LLC (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/29/2027	$	—		(43	)		(114	)
Iris Holding, Inc. (17)(29)	First Lien Senior Secured Loan	SOFR	4.75%		10.23	%	6/28/2028	$	12,887		12,346			11,941
Containers, Packaging & Glass Total										$	16,286		$	15,727			1.4	%

Energy: Electricity
WCI Gigawatt Purchaser (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.76%		11.13	%	11/19/2027	$	1,425		1,402			1,410
WCI Gigawatt Purchaser (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			11/19/2027	$	—		(47	)		(19	)
WCI Gigawatt Purchaser (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.76%		11.14	%	11/19/2027	$	—		(47	)		(32	)
WCI Gigawatt Purchaser (15)(19)	First Lien Senior Secured Loan	SOFR	5.76%		11.14	%	11/19/2027	$	3,465		3,431			3,431
Energy: Electricity Total										$	4,739		$	4,790			0.4	%


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Environmental Industries
Reconomy (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.25%		11.44	%	6/25/2029	£	987		1,149			1,256
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.25%		11.44	%	6/25/2029	£	68		82			86
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.00%		9.93	%	6/25/2029	€	27		28			30
Titan Cloud Software, Inc (14)(19)(25)	Equity Interest	—	—	—			—		3,532		3,532			4,161
Titan Cloud Software, Inc (15)(19)	First Lien Senior Secured Loan	SOFR	6.10%		11.48	%	9/7/2029	$	25,714		25,495			25,714
Titan Cloud Software, Inc (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.10%		11.48	%	9/7/2029	$	11,429		11,339			11,429
Titan Cloud Software, Inc (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/7/2028	$	—		(45	)		—
Environmental Industries Total										$	41,580		$	42,676			3.8	%

FIRE: Finance
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.96	%	12/23/2026	$	865		854			857
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.96	%	12/23/2026	$	1,490		1,478			1,475
Allworth Financial Group, L.P. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/23/2026	$	—		(9	)		(24	)
Congress Wealth (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.85%		12.20	%	6/30/2029	$	320		317			320
Congress Wealth (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/30/2029	$	—		—			—
Congress Wealth (14)(19)(25)	Equity Interest	—	—	—			—		15		294			325
Insigneo Financial Group LLC (14)(19)(25)	Equity Interest	—	—	—			—		2,341		2,357			2,626
Insigneo Financial Group LLC (15)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.70	%	8/1/2028	$	3,825		3,746			3,825
Insigneo Financial Group LLC (15)(19)	First Lien Senior Secured Loan	SOFR	6.60%		11.97	%	8/1/2028	$	7,667		7,478			7,667
Parmenion (6)(15)(19)	First Lien Senior Secured Loan	SONIA	5.50%		10.69	%	5/11/2029	£	295		368			376
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.85%		11.23	%	10/4/2027	$	9,304		9,304			9,304
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.85%		11.23	%	10/4/2027	$	2,349		2,342			2,349
FIRE: Finance Total										$	28,529		$	29,100			2.6	%


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
FIRE: Insurance
Margaux Acquisition Inc. (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.23	%	12/19/2024	$	16,497		16,426			16,497
Margaux Acquisition Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.90%		11.29	%	12/19/2025	$	—		(9	)		—
Margaux UK Finance Limited (3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	SONIA	5.75%		11.06	%	12/19/2024	£	—		(2	)		—
Margaux UK Finance Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.75%		11.06	%	12/19/2024	£	7,396		9,603			9,415
McLarens Acquisition Inc. (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/16/2025	$	—		—			—
MRHT (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/1/2029	€	—		(23	)		(28	)
MRHT (6)(15)(19)	First Lien Senior Secured Loan	EURIBOR	6.75%		10.72	%	2/1/2029	€	956		1,019			1,050
Paisley Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan - Revolver	EURIBOR	5.50%		9.45	%	11/26/2028	€	32		36			35
Simplicity (18)(19)(29)	First Lien Senior Secured Loan	SOFR	6.40%		11.75	%	12/2/2026	$	16,641		16,222			16,392
Simplicity (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/2/2026	$	—		(131	)		(82	)
Simplicity (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/2/2026	$	—		(35	)		(22	)
FIRE: Insurance Total										$	43,106		$	43,257			3.8	%

Healthcare & Pharmaceuticals
Apollo Intelligence (14)(19)(25)	Equity Interest	—	—	—			—		32		3,162			2,951
Apollo Intelligence (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.12	%	6/1/2028	$	15,232		15,145			15,156
Apollo Intelligence (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.12	%	6/1/2028	$	4,565		4,512			4,529
Apollo Intelligence (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			6/1/2028	$	—		(71	)		(48	)
CB Titan Holdings, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		1,953		1,953			—
CPS Group Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.79	%	3/3/2025	$	34,417		34,334			34,416
CPS Group Holdings, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%		10.71	%	3/3/2025	$	592		578			592
Datix Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	SONIA	4.50%		9.69	%	10/28/2024	£	6		8			8
Datix Bidco Limited (6)(18)(19)	Second Lien Senior Secured Loan	SONIA	7.75%		12.94	%	4/27/2026	£	121		165			155
Datix Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSW	4.50%		9.29	%	4/28/2025	AUD	42		32			29
Great Expressions Dental Center PC (15)(19)(26)	First Lien Senior Secured Loan	SOFR	1.15% (3.00% PIK)		9.33	%	9/30/2026	$	9,523		9,520			7,713
HealthDrive (15)(19)	First Lien Senior Secured Loan	SOFR	6.10%		11.46	%	8/20/2029	$	1,928		1,928			1,928
HealthDrive (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.43	%	8/20/2029	$	271		268			271
HealthDrive (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			8/20/2029	$	—		—			—
HealthDrive (3)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			8/20/2029	$	—		—			—
HealthDrive (14)(19)(25)	Preferred Equity	—	—	—			—		18		1,822			2,062
Mertus 522. GmbH (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	6.25% (0.75% PIK)		11.03	%	5/28/2026	€	226		250			243
Mertus 522. GmbH (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	6.25% (0.75% PIK)		10.90	%	5/28/2026	€	132		143			142
Premier Imaging, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.61	%	1/2/2025	$	7,069		7,028			6,963
Premier Imaging, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.61	%	1/2/2025	$	1,916		1,906			1,888
SunMed Group Holdings, LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.60%		10.96	%	6/16/2028	$	8,606		8,499			8,606
Sunmed Group Holdings, LLC (3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/16/2027	$	—		(11	)		—
Healthcare & Pharmaceuticals Total										$	91,171		$	87,604			7.7	%


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
High Tech Industries
Access (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.25%		10.44	%	6/4/2029	£	80		98			102
AMI US Holdings Inc. (6)(15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.71	%	4/1/2025	$	3,816		3,796			3,816
Applitools (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/25/2028	$	—		(25	)		(60	)
Applitools (6)(19)(32)	First Lien Senior Secured Loan	SOFR	6.25%		11.61	%	5/25/2029	$	17,360		17,236			17,056
Appriss Holdings, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		2,136		1,606			1,576
Appriss Holdings, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.75%		12.32	%	5/6/2027	$	11,179		11,033			11,179
Appriss Holdings, Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/6/2027	$	—		(8	)		—
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		1		1,107			1,126
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		2		1,844			1,876
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		1		507			516
CB Nike IntermediateCo Ltd (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/31/2025	$	—		—			—
Cloud Technology Solutions (CTS) (6)(14)(19)(25)	Preferred Equity	—	—	—			—		4,408		5,360			5,504
Cloud Technology Solutions (CTS) (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	4.00% (4.00% PIK)		13.19	%	1/3/2030	£	8,247		10,007			10,499
Eagle Rock Capital Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		3,345		3,345			4,295
Element Buyer, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.46	%	7/19/2026	$	878		878			878
Element Buyer, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.46	%	7/19/2026	$	36,242		36,327			36,242
Element Buyer, Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/19/2026	$	—		(6	)		—
Eleven Software (14)(19)(25)	Preferred Equity	—	—	—			—		896		896			840
Eleven Software (15)(19)	First Lien Senior Secured Loan	SOFR	8.25%		13.60	%	4/25/2027	$	7,439		7,384			7,365
Eleven Software (15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	8.10%		13.46	%	9/25/2026	$	1,488		1,479			1,473
FNZ UK Finco Limited (6)(18)(19)	First Lien Senior Secured Loan	L	5.75%		10.37	%	9/30/2026	AUD	81		55			55
Gluware (14)(19)(25)	Warrants	—	—	—			—		4,307		478			511
Gluware (19)(26)	First Lien Senior Secured Loan	—	9.00% (5.50% PIK)		14.50	%	10/15/2025	$	20,604		20,146			19,367
Gluware (18)(19)(26)	First Lien Senior Secured Loan	—	9.00% (5.50% PIK)		14.50	%	10/15/2025	$	5,599		5,555			5,487
NearMap (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/9/2029	$	—		(78	)		—
NearMap (6)(18)(19)	First Lien Senior Secured Loan	SOFR	7.25%		12.61	%	12/9/2029	$	11,601		11,393			11,601
Onventis (6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	7.50%		11.47	%	1/12/2030	€	8,919		9,596			9,845
Revalize, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		1		1,431			1,472
Revalize, Inc. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.85%		11.21	%	4/15/2027	$	5,304		5,267			5,171
Revalize, Inc. (18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.90%		11.25	%	4/15/2027	$	2,009		1,996			1,959


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
High Tech Industries Continued
Revalize, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.85%		11.20	%	4/15/2027	$	335		327			302
SAM (19)(26)	First Lien Senior Secured Loan	—	12.75% PIK		12.75	%	5/9/2028	$	33,699		33,481			33,447
Superna Inc. (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/6/2028	$	—		(18	)		(92	)
Superna Inc. (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/6/2028	$	—		(18	)		(92	)
Superna Inc. (6)(14)(19)(25)	Equity Interest	—	—	—			—		1,463		1,463			1,196
Superna Inc. (6)(15)(19)	First Lien Senior Secured Loan	SOFR	6.50%		11.88	%	3/6/2028	$	2,734		2,692			2,639
Utimaco (6)(14)(19)(25)	Equity Interest	—	—	—			—		1		2,123			1,414
Utimaco (6)(14)(19)(25)	Preferred Equity	—	—	—			—		1		2,123			1,414
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.25%		10.28	%	5/14/2029	€	92		98			100
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR	6.68%		11.99	%	5/14/2029	$	128		127			125
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR	6.68%		11.99	%	5/14/2029	$	262		260			256
Ventiv Holdco, Inc. (15)(19)(26)(29)	First Lien Senior Secured Loan	SOFR	5.60% (1.00% PIK)		11.95	%	9/3/2025	$	13,902		13,834			13,902
Ventiv Holdco, Inc. (3)(18)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	5.60% (1.00% PIK)		11.95	%	9/3/2025	$	681		662			681
Ventiv Topco, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		28		2,833			2,307
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	CIBOR	4.00%		7.87	%	3/10/2025	DKK	570		93			84
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	NIBOR	4.00%		8.54	%	3/10/2025	NOK	740		93			73
High Tech Industries Total										$	218,876		$	217,507			19.2	%

Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (18)(19)	Second Lien Senior Secured Loan	SOFR	7.50%		12.97	%	2/1/2027	$	14,193		13,971			13,270
Concert Golf Partners Holdco (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		11.25	%	3/30/2029	$	6,761		6,650			6,761
Concert Golf Partners Holdco LLC (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		11.25	%	4/2/2029	$	3,798		3,715			3,798
Concert Golf Partners Holdco LLC (3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/31/2028	$	—		(35	)		—
Pyramid Global Hospitality (15)(19)(29)	First Lien Senior Secured Loan	SOFR	8.00%		13.33	%	1/19/2027	$	9,925		9,686			9,925
Pyramid Global Hospitality (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			1/19/2027	$	—		(80	)		—
Saltoun (7)(14)(18)(19)(26)(29)	First Lien Senior Secured Loan	—	13.75% PIK		13.75	%	4/11/2028	$	5,183		5,011			2,747
Saltoun (7)(14)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	—	13.75% PIK		13.75	%	4/11/2028	$	1,479		1,430			784
Saltoun (18)(19)(26)	First Lien Senior Secured Loan - Revolver	—	13.75% PIK		13.75	%	4/11/2028	$	339		339			339
Saltoun (18)(19)(26)	First Lien Senior Secured Loan - Revolver	—	13.75% PIK		13.75	%	4/11/2028	$	291		291			291
Saltoun (19)(26)	First Lien Senior Secured Loan - Revolver	—	13.75% PIK		13.75	%	4/11/2028	$	1,108		1,108			1,108
Hotel, Gaming & Leisure Total										$	42,086		$	39,023			3.4	%


				Interest			Maturity	Principal /				Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost		Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Media: Advertising, Printing & Publishing
Kpler (6)(15)(19)	First Lien Senior Secured Loan	SONIA	6.50%		11.69	%	3/3/2030	£	4,412		5,269		5,617
Kpler (6)(15)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		10.46	%	3/3/2030	€	15,081		15,684		16,648
Kpler (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		10.46	%	3/3/2030	€	3,346		3,547		3,694
TGI Sport Bidco Pty Ltd (6)(17)(19)	First Lien Senior Secured Loan	BBSW	7.00%		11.36	%	4/30/2026	AUD	98		76		67
TGI Sport Bidco Pty Ltd (6)(18)(19)	First Lien Senior Secured Loan	SOFR	7.11%		12.47	%	4/30/2026	AUD	4,187		2,866		2,866
Media: Advertising, Printing & Publishing Total										$	27,442	$	28,892		2.5	%

Media: Broadcasting & Subscription
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	SOFR	5.93%		11.24	%	8/31/2028	$	1,443		1,432		1,443
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	EURIBOR	5.50%		9.39	%	8/31/2028	€	1,300		1,423		1,435
Media: Broadcasting & Subscription Total										$	2,855	$	2,878		0.3	%

Media: Diversified & Production
9 Story Media Group Inc. (3)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	CDOR	5.25%		10.67	%	4/30/2026	CAD	90		66		68
9 Story Media Group Inc. (6)(16)(19)	First Lien Senior Secured Loan	CDOR	5.25%		10.74	%	4/30/2026	CAD	1,279		991		966
9 Story Media Group Inc. (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	5.25%		9.21	%	4/30/2026	€	579		613		639
Aptus 1724 Gmbh (6)(19)(21)	First Lien Senior Secured Loan	SOFR	6.25%		11.78	%	2/23/2028	$	4,971		4,971		4,822
Efficient Collaborative Retail Marketing Company, LLC (7)(14)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	7.50% (1.50% PIK)		14.45	%	12/31/2025	$	11,099		10,103		7,408
Efficient Collaborative Retail Marketing Company, LLC (7)(14)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	7.50% (1.50% PIK)		14.45	%	12/31/2025	$	17,101		15,537		11,415
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	5.00% (1.50% PIK)		11.95	%	12/31/2025	$	111		111		111
Music Creation Group Bidco GmbH (6)(19)(21)	First Lien Senior Secured Loan	SOFR	6.25%		11.78	%	2/23/2028	$	4,065		3,990		3,943
Media: Diversified & Production Total										$	36,382	$	29,372		2.6	%

Media: Publishing
OGH Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.50%		11.69	%	6/29/2029	£	2,217		2,592		2,430
OGH Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.50%		11.69	%	6/29/2029	£	139		164		168
Media: Publishing Total										$	2,756	$	2,598		0.2	%


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Retail
New Look Vision Group (6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50%		10.93	%	5/26/2028	CAD	29		27			21
New Look Vision Group (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/26/2026	CAD	—		(16	)		(46	)
New Look Vision Group (6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50%		10.93	%	5/26/2028	CAD	55		44			41
New Look Vision Group (6)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.15% (2.00% PIK)		11.50	%	5/26/2028	$	383		383			374
Thrasio, LLC (7)(14)(15)(19)	First Lien Senior Secured Loan	SOFR	9.26%		14.61	%	12/18/2026	$	12,335		11,152			4,934
Retail Total										$	11,590		$	5,324			0.5	%

Services: Business
ACAMS (14)(19)(25)	Equity Interest	—	—	—			—		3,337		3,337			2,454
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan	SOFR	4.40%		9.79	%	6/16/2025	$	7,810		7,739			7,373
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.40%		9.79	%	6/16/2025	$	2,246		2,229			2,121
Avalon Acquiror, Inc. (18)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.60	%	3/10/2028	$	14,427		14,316			14,030
Avalon Acquiror, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		11.62	%	3/10/2028	$	5,042		4,909			4,811
Brook Bidco (6)(14)(19)(25)	Preferred Equity	—	—	—			—		5,675		7,783			8,443
Brook Bidco (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	7.37% PIK		12.56	%	7/10/2028	£	784		1,059			997
Caribou Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	5.25%		10.44	%	2/1/2029	£	16		20			20
Chamber Bidco Limited (6)(17)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.57	%	6/7/2028	$	213		211			213
Darcy Partners (14)(19)(25)	Equity Interest	—	—	—			—		359		360			343
Darcy Partners (19)(32)	First Lien Senior Secured Loan	SOFR	7.75%		13.12	%	6/1/2028	$	1,511		1,498			1,496
Darcy Partners (2)(3)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/1/2028	$	—		—			(3	)
Elevator Holdco Inc. (14)(19)(25)	Equity Interest	—	—	—			—		2		2,448			4,318
iBanFirst (6)(19)(26)(32)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.91	%	7/13/2028	€	3,194		3,295			3,526
iBanFirst (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.91	%	7/13/2028	€	92		96			101
iBanFirst (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.91	%	7/13/2028	€	3,357		3,412			3,705
iBanFirst Facility (6)(14)(19)(25)	Preferred Equity	—	—	—			—		7,112		8,136			20,328
ImageTrend (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	7.75%		13.13	%	1/31/2029	$	20,000		19,729			20,000
ImageTrend (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			1/31/2029	$	—		(51	)		—
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.51% PIK		12.81	%	7/7/2028	£	313		407			413
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.51% PIK		12.81	%	7/7/2028	£	112		145			148
masLabor (14)(19)(25)	Equity Interest	—	—	—			—		173		173			772


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Services: Business Continued
masLabor (15)(19)	First Lien Senior Secured Loan	SOFR	7.50%		12.83	%	7/1/2027	$	8,405		8,228			8,405
Opus2 (6)(14)(19)(25)	Equity Interest	—	—	—			—		2,272		2,900			3,447
Opus2 (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.03%		10.22	%	5/5/2028	£	123		168			156
Parcel2Go (3)(6)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SONIA	3.00% (3.00% PIK)		11.19	%	7/17/2028	£	39		51			44
Parcel2Go (6)(14)(19)(25)	Equity Interest	—	—	—			—		3,605		4,237			2,231
Parcel2Go (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.25% (3.00% PIK)		11.44	%	7/17/2028	£	126		171			150
Refine Intermediate, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	4.60%		9.95	%	3/3/2027	$	1,037		1,024			1,037
Refine Intermediate, Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/3/2026	$	—		(55	)		—
Smartronix (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.85%		11.57	%	11/23/2028	$	12,508		12,326			12,383
Smartronix (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			11/23/2027	$	—		(88	)		(63	)
Smartronix (15)(19)	First Lien Senior Secured Loan	SOFR	6.10%		11.59	%	11/23/2028	$	3,697		3,607			3,660
Smartronix (15)(19)	First Lien Senior Secured Loan	SOFR	6.35%		11.76	%	11/23/2028	$	8,209		8,009			8,127
Spring Finco BV (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/15/2029	NOK	—		—			—
SumUp Holdings Luxembourg S.à.r.l. (6)(19)(32)	First Lien Senior Secured Loan	EURIBOR	8.25%		12.21	%	2/17/2026	€	6,805		8,145			7,512
TEI Holdings Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.76	%	12/23/2026	$	24,925		24,712			24,925
TEI Holdings Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/23/2025	$	—		(40	)		—
Services: Business Total										$	154,646		$	167,623			14.7	%

Services: Consumer
MZR Aggregator (14)(19)(25)	Equity Interest	—	—	—			—		1		798			586
MZR Buyer, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.75%		12.21	%	12/22/2026	$	11,903		11,766			11,903
MZR Buyer, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.00%		12.18	%	12/22/2026	$	2,952		2,900			2,952
Surrey Bidco Limited (6)(17)(19)(26)	First Lien Senior Secured Loan	SONIA	7.28% PIK		11.46	%	5/11/2026	£	61		68			62
Zeppelin BidCo Pty Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSY	5.00%		9.15	%	7/12/2024	AUD	206		143			140
Services: Consumer Total										$	15,675		$	15,643			1.4	%

Telecommunications
DC Blox Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		3,822		3,851			5,040
DC Blox Inc. (14)(19)(25)	Equity Interest	—	—	—			—		124		1			—
DC Blox Inc. (14)(19)(25)	Warrants	—	—	—			—		177		2			—
DC Blox Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.00% (4.00% PIK)		14.49	%	3/22/2026	$	32,879		32,724			32,879
Meriplex Communications, Ltd. (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.00%		10.46	%	7/17/2028	$	12,163		11,964			12,041
Meriplex Communications, Ltd. (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.10%		10.42	%	7/17/2028	$	7,261		7,128			7,139
Meriplex Communications, Ltd. (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.10%		10.42	%	7/17/2028	$	—		(43	)		(28	)
Taoglas (14)(19)(25)	Equity Interest	—	—	—			—		2,259		2,259			1,999
Taoglas (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.25%		12.60	%	2/28/2029	$	10,080		9,986			9,727
Taoglas (2)(3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/28/2029	$	—		—			(127	)
Taoglas (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.25%		12.61	%	2/28/2029	$	807		807			760
Taoglas (6)(18)(19)	First Lien Senior Secured Loan	SOFR	7.25%		12.60	%	2/28/2029	$	453		441			437
Telecommunications Total										$	69,120		$	69,867			6.1	%


				Interest			Maturity	Principal /					Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Transportation: Cargo
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.00%		11.48	%	5/5/2025	$	2,374		2,359			2,362
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.50%		11.98	%	5/5/2025	$	2,661		2,651			2,661
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.00%		11.48	%	5/5/2025	$	5,852		5,824			5,823
A&R Logistics, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.48	%	5/5/2025	$	12,978		12,899			12,913
A&R Logistics, Inc. (3)(15)(19)(24)	First Lien Senior Secured Loan - Revolver	SOFR	6.00%		11.45	%	5/5/2025	$	2,597		2,514			2,567
ARL Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		—		445			701
ARL Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		9		9			166
Grammer Investment Holdings LLC (14)(19)(25)	Warrants	—	—	—			—		122		—			—
Grammer Investment Holdings LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,011		1,019			546
Grammer Investment Holdings LLC (19)(25)	Preferred Equity	—	10.00%		10.00	%	—		10		792			1,009
Grammer Purchaser, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.00%		10.39	%	9/30/2024	$	3,790		3,730			3,790
Grammer Purchaser, Inc. (3)(15)(19)(29)	First Lien Senior Secured Loan - Revolver	SOFR	4.85%		10.21	%	9/30/2024	$	591		591			591
Gulf Winds International (18)(19)(29)	First Lien Senior Secured Loan	SOFR	7.10%		12.46	%	12/16/2028	$	12,128		11,808			12,127
Gulf Winds International (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/16/2028	$	—		(131	)		—
Omni Intermediate (15)(19)	First Lien Senior Secured Loan	SOFR	5.15%		10.54	%	11/23/2026	$	1,662		1,657			1,662
Omni Intermediate (3)(15)(19)(22)	First Lien Senior Secured Loan - Revolver	P	4.00%		12.50	%	11/30/2026	$	572		572			572
Omni Intermediate (15)(19)	Second Lien Senior Secured Loan	SOFR	9.15%		14.54	%	12/30/2027	$	8,770		8,768			8,771
REP Coinvest III- A Omni, L.P. (14)(19)(25)	Equity Interest	—	—	—			—		1,377		1,377			2,060
RoadOne (18)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.72	%	12/29/2028	$	12,128		11,808			12,128
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		11.72	%	12/29/2028	$	267		157			267
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%		11.72	%	12/29/2028	$	948		902			948
Transportation: Cargo Total										$	69,751		$	71,664		6.3	%

Transportation: Consumer
PrimeFlight Acquisition LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.85%		12.28	%	5/1/2029	$	15,406		15,114			15,406
PrimeFlight Acquisition LLC (15)(19)	First Lien Senior Secured Loan	SOFR	6.85%		12.20	%	5/1/2029	$	843		843			843
Toro Private Investments II, L.P. (14)(19)(25)	Equity Interest	—	—	—			—		3,090		3,090			—
Transportation: Consumer Total										$	19,047		$	16,249		1.4	%


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Wholesale
Abracon Group Holding, LLC. (18)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.54	%	7/6/2028	$	14,212		14,066			12,436
Abracon Group Holding, LLC. (16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.00%		11.57	%	7/6/2028	$	2,018		1,988			1,766
Abracon Group Holding, LLC. (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/6/2028	$	—		(31	)		(278	)
Blackbird Purchaser, Inc. (16)(19)	First Lien Senior Secured Loan	SOFR	5.50%		10.86	%	12/19/2030	$	5,418		5,418			5,418
Hultec (14)(19)(25)	Equity Interest	—	—	—			—		1		651			639
SureWerx (3)(5)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/28/2029	$	—		(26	)		—
SureWerx (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.75%		12.11	%	12/29/2028	$	577		554			577
Wholesale Total										$	22,620		$	20,558			1.8	%
Non-Controlled/Non-Affiliate Investments Total										$	1,615,061		$	1,593,360			140.2	%


				Interest			Maturity	Principal /				Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)		Cost		Value		NAV (4)
Non-Controlled/Affiliate Investments
Aerospace & Defense
Ansett Aviation Training (6)(10)(14)(19)(25)	Equity Interest	—	—	—			—		5,119		3,842		7,516
Ansett Aviation Training (6)(10)(18)(19)	First Lien Senior Secured Loan	BBSY	4.69%		9.19	%	9/24/2031	AUD	7,072		5,308		4,817
Aerospace & Defense Total										$	9,150	$	12,333		1.1	%

Beverage, Food & Tobacco
ADT Pizza, LLC (10)(14)(19)(25)	Equity Interest	—	—	—			—		6,720		6,732		12,801
Beverage, Food & Tobacco Total										$	6,732	$	12,801		1.1	%

Consumer Goods: Durable
Walker Edison (10)(14)(19)(25)	Equity Interest	—	—	—			—		60		5,592		421
Walker Edison (10)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.85% PIK		12.21	%	3/31/2027	$	5,972		5,972		5,972
Walker Edison (10)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	6.35% PIK		11.71	%	3/31/2027	$	3,182		3,182		3,182
Walker Edison (3)(10)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/31/2027	$	—		—		—
Walker Edison (10)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.85% PIK		12.21	%	3/31/2027	$	821		821		821
Consumer Goods: Durable Total										$	15,567	$	10,396		0.9	%

Energy: Oil & Gas
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Equity Interest	—	—	—			—		1,198		1		1
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Preferred Equity	—	—	—			—		3,618		1,106		3,498
Energy: Oil & Gas Total										$	1,107	$	3,499		0.3	%

FIRE: Finance
BCC Middle Market CLO 2018-1, LLC (6)(10)(19)(25)	Structured Products	—	—	—			10/20/2030		25,635		24,050		22,618
Fire: Finance Total										$	24,050	$	22,618		2.0	%

Transportation: Consumer
Direct Travel, Inc. (10)(14)(19)(25)	Equity Interest	—	—	—			—		68		—		10,280
Direct Travel, Inc. (10)(18)(19)(26)	First Lien Senior Secured Loan	SOFR	4.65% (2.00% PIK)		12.00	%	10/2/2025	$	59,944		59,944		59,944
Direct Travel, Inc. (10)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.65% (2.00% PIK)		12.00	%	10/2/2025	$	3,500		3,500		3,500
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan	SOFR	6.65%		12.00	%	10/2/2025	$	4,841		4,841		4,841
Direct Travel, Inc. (10)(18)(19)(26)(28)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.65% (2.00% PIK)		12.00	%	10/2/2025	$	1,782		1,782		1,782
Direct Travel, Inc. (10)(18)(19)(28)	First Lien Senior Secured Loan	SOFR	6.15%		11.50	%	10/2/2025	$	202		202		202
Direct Travel, Inc. (3)(10)(18)(19)(28)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.15%		11.50	%	10/2/2025	$	5,775		5,775		5,775
Transportation: Consumer Total										$	76,044	$	86,324		7.6	%
Non-Controlled/Affiliate Investments Total										$	132,650	$	147,971		13.0	%


				Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)	Rate			Date	Shares (9)			Cost		Value			NAV (4)
Controlled Affiliate Investments
Aerospace & Defense
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(14)(19)(20)(25)	Equity Interest	—	—	—			—			11,863		11,863		10,944
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20)(25)	Equity Interest	—	—	—			—			1,116		1,116		—
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20)	First Lien Senior Secured Loan	—	10.00%	10.00%			6/2/2024	$		8,013		8,012		6,619
Gale Aviation (Offshore) Co (6)(10)(11)(19)(25)	Equity Interest	—	—	—			—			89,295		89,294		88,419
Aerospace & Defense Total											$	110,285	$	105,982			9.3	%

FIRE: Finance
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)	Equity Interest	—	—	—			—		1			810		810
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)	Preferred Equity	—	—	—			—		35			34,875		34,875
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)	Equity Interest	—	—	—			—		1			—		—
FIRE: Finance Total											$	35,685	$	35,685			3.1	%

Investment Vehicles
Bain Capital Senior Loan Program, LLC (6)(10)(11)(19)	Subordinated Note Investment Vehicles	—	10.00%		10.00	%	12/27/2033	$		115,995		115,995		115,995
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Preferred Equity Interest Investment Vehicles	—	—	—			—			10		10		(1,793	)
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles	—	—	—			—			10		5,594		(379	)
International Senior Loan Program, LLC (6)(10)(11)(15)(19)	Subordinated Note Investment Vehicles	SOFR	8.00%		13.55	%	2/22/2028	$		190,729		190,729		190,729
International Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles	—	—	—			—			63,587		60,615		66,140
Investment Vehicles Total											$	372,943	$	370,692			32.7	%

Transportation: Cargo
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25)	Equity Interest	—	—	—			—			34,899		35,210		44,653
Transportation: Cargo Total											$	35,210	$	44,653			3.9	%
Controlled Affiliate Investments Total											$	554,123	$	557,012			49.0	%
Investments Total											$	2,301,834	$	2,298,343			202.2	%

Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class	Cash Equivalents		—		5.25	%	—	$		19,292		19,292		19,292
Goldman Sachs US Treasury Liquid Reserves Fund (30)	Cash Equivalents		—		5.25	%	—	$		54,378		54,378		54,378
Cash Equivalents Total											$	73,670	$	73,670			6.5	%
Investments and Cash Equivalents Total											$	2,375,504	$	2,372,013			208.7	%

Forward Foreign Currency Exchange Contracts



					Unrealized
Currency Purchased	Currency Sold		Counterparty	Settlement Date	Appreciation(8)
US DOLLARS 78		EURO 0	Bank of New York Mellon	1/18/2024	$	77
US DOLLARS 367		EURO 0	Bank of New York Mellon	1/24/2024		366
US DOLLARS 1,082		NORWEGIAN KRONE 2,060	Citibank	1/26/2024		879
US DOLLARS 10		EURO 0	Bank of New York Mellon	2/7/2024		(10	)
US DOLLARS 1,990		AUSTRALIAN DOLLARS 3,080	Bank of New York Mellon	2/12/2024		(113	)
US DOLLARS 9,711		AUSTRALIAN DOLLARS 13,980	Bank of New York Mellon	3/5/2024		167
US DOLLARS 41		POUND STERLING 0	Bank of New York Mellon	3/5/2024		(41	)
US DOLLARS 1,866		CANADIAN DOLLAR 2,440	Bank of New York Mellon	3/5/2024		15
US DOLLARS 52,372		EURO 48,560	Bank of New York Mellon	3/5/2024		(1,407	)
US DOLLARS 40		POUND STERLING 0	Bank of New York Mellon	3/15/2024		(40	)
US DOLLARS 10,773		EURO 9,890	Bank of New York Mellon	5/17/2024		(213	)
US DOLLARS 94		POUND STERLING 0	Bank of New York Mellon	6/21/2024		94
US DOLLARS 356		POUND STERLING 0	Bank of New York Mellon	6/24/2024		360
US DOLLARS 6,998		POUND STERLING 5,830	Citibank	6/24/2024		(427	)
US DOLLARS 10,567		POUND STERLING 8,290	Bank of New York Mellon	8/5/2024		9
US DOLLARS 1,338		CANADIAN DOLLAR 1,790	Bank of New York Mellon	12/13/2024		(19	)
US DOLLARS 30,865		POUND STERLING 25,560	Citibank	1/9/2025		(1,765	)
US DOLLARS 4,483		EURO 4,000	Bank of New York Mellon	1/9/2025		(9	)
US DOLLARS 9		POUND STERLING 0	Bank of New York Mellon	6/10/2025		9
US DOLLARS 5,309		EURO 4,800	Bank of New York Mellon	6/10/2025		(115	)
US DOLLARS 5,371		EURO 5,000	Bank of New York Mellon	6/13/2025		(280	)
US DOLLARS 2,762		AUSTRALIAN DOLLARS 3,739	Bank of New York Mellon	7/28/2025		203
					$	(2,260	)

(1)

The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), or the Prime Rate (“Prime” or “P”), the Sterling Overnight Index Average (“SONIA”) and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at December 31, 2023. Certain investments are subject to a LIBOR, EURIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

(2)

The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(3)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4)

Percentages are based on the Company’s net assets of $1,136,466 as of December 31, 2023.

(5)

The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(6)

The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, non-qualifying assets totaled 29.14% of the Company’s total assets.

(7)

Loan was on non-accrual status as of December 31, 2023.

(8)

Unrealized appreciation on forward currency exchange contracts.

(9)

(10)

As defined in the 1940 Act, the portfolio company is deemed to be an “affiliated person” of the Company as the Company owns 5% or more of the portfolio company’s outstanding voting securities.

(11)

(12)

Tick mark not used

(13)

Tick mark not used

(14)

Non-income producing.

(15)

Loan includes interest rate floor of 1.00%.

(16)

Loan includes interest rate floor of 0.75%.

(17)

Loan includes interest rate floor of 0.50%.

(18)

Loan includes interest rate floor of 0.00%.

(19)

Security valued using unobservable inputs (Level 3).

(20)

The Company holds controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.

(21)

Loan includes interest rate floor of 0.25%.

(22)

$188 of the total par amount for this security is at SOFR+ 5.15%.

(23)

$36 of the total par amount for this security is at SOFR+ 6.26% (0.50% PIK).

(24)

$147 of the total par amount for this security is at P+ 5.00%.

(25)

Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2023, the aggregate fair value of these securities is $412,880 or 36.34% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:



Investment		Acquisition Date
ACAMS		3/10/2022
ADT Pizza, LLC		10/29/2018
Ansett Aviation Training		3/24/2022
Apollo Intelligence		6/1/2022
Appriss Holdings, Inc.		5/3/2021
AQ Software Corporation		12/10/2021
AQ Software Corporation		4/14/2022
AQ Software Corporation		12/29/2022
ARL Holdings, LLC		5/3/2019
AXH Air Coolers		10/31/2023
Bain Capital Senior Loan Program, LLC		12/27/2021
BCC Jetstream Holdings Aviation (Off I), LLC		6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC		6/1/2017
BCC Middle Market CLO 2018-1, LLC		2/28/2022
Blackbrush Oil & Gas, L.P.		9/3/2020
Brook Bidco		7/8/2021
CB Titan Holdings, Inc.		5/1/2017
Cloud Technology Solutions (CTS)		12/15/2022
Congress Wealth		6/30/2023
Darcy Partners		6/1/2022
DC Blox Inc.		3/22/2021
DC Blox Inc.		3/23/2021
Direct Travel, Inc.		10/2/2020
Eagle Rock Capital Corporation		12/9/2021
East BCC Coinvest II, LLC		7/23/2019
Elevator Holdco Inc.		12/23/2019
Eleven Software		4/25/2022
Elk Parent Holdings, LP		11/1/2019
FCG Acquisitions, Inc.		1/24/2019
Fineline Technologies, Inc.		2/22/2021



Investment		Acquisition Date
Gale Aviation (Offshore) Co		1/2/2019
Gills Point S		5/17/2023
Gluware		10/15/2021
Grammer Investment Holdings LLC		10/1/2018
HealthDrive		8/18/2023
Hultec		3/31/2023
iBanFirst Facility		7/13/2021
Insigneo Financial Group LLC		8/1/2022
International Senior Loan Program, LLC		2/22/2021
Kellstrom Aerospace Group, Inc		7/1/2019
Legacy Corporate Lending HoldCo, LLC		4/21/2023
Lightning Holdings B, LLC		1/2/2020
masLabor		7/1/2021
MZR Aggregator		12/22/2020
NPC International, Inc.		4/1/2021
Opus2		6/16/2021
Parcel2Go		7/15/2021
PPX		7/29/2021
Precision Ultimate Holdings, LLC		11/6/2019
REP Coinvest III- A Omni, L.P.		2/5/2021
Revalize, Inc.		12/29/2022
Robinson Helicopter		6/30/2022
Service Master		8/16/2021
Service Master		7/15/2021
Superna Inc.		3/8/2022
Taoglas		2/28/2023
Titan Cloud Software, Inc		11/4/2022
TLC Holdco LP		10/11/2019
Toro Private Investments II, L.P.		4/2/2019
Utimaco		6/28/2022
Ventiv Topco, Inc.		9/3/2019
Walker Edison		3/1/2023
WSP		8/31/2021

(26)

Denotes that all or a portion of the debt investment includes PIK interest during the period.

(27)

Asset is in an escrow liquidating trust.

(28)

Assets or a portion thereof are held within the BCSF Complete Financing Solution Holdco LLC.

(29)

Assets or a portion thereof are pledged as collateral for the 2019‑1 Issuer. See Note 6 “Debt”.

(30)

Cash equivalents include $52,802 of restricted cash.

(31)

Loan includes interest rate floor of 2.00%.

(32)

Loan includes interest rate floor of 1.50%.

See Notes to Consolidated Financial Statements

BAIN CAPITAL SPECIALTY FINANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

(Unaudited)

Note 1. Organization

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated and intends to operate in a manner so as to continuously qualify as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by BCSF Advisors, LP (the “Advisor” or “BCSF Advisors”), our investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator” or “BCSF Advisors”).

On November 19, 2018, the Company closed its initial public offering (the “IPO”), which was a Qualified IPO, issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.

The Company’s primary focus is capitalizing on opportunities within its Advisor’s Senior Direct Lending Strategy, which seeks to provide risk-adjusted returns and current income to its stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in EBITDA. The Company focuses on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. The Company generally seeks to retain voting control in respect of the loans or particular classes of securities in which the Company invests through maintaining affirmative voting positions or negotiating consent rights that allow the Company to retain a blocking position. The Company may also invest in mezzanine debt and other junior securities and in secondary purchases of assets or portfolios, as described below. Investments are likely to include, among other things, (i) senior first lien, stretch senior, senior second lien, unitranche, (ii) mezzanine debt and other junior investments and (iii) secondary purchases of assets or portfolios that primarily consist of middle-market corporate debt. The Company may also invest, from time to time, in equity securities, distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

Our operations comprise only a single reportable segment.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). The functional currency of the Company is U.S. dollars and these consolidated financial statements have been prepared in that currency. Certain prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Basis of Consolidation

The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCSF I, BCSF II C, BCSF CFSH, LLC, BCSF CFS,

LLC and BCC Middle Market CLO 2019‑1, LLC in its consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the consolidated statements of assets and liabilities as investments at fair value.

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Valuation of Portfolio Investments

The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Company's Board of Directors (the “Board”). The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.

Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as Valuation Designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.

With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist it in its valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:

•

The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment;

•

Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor;

•

Generally investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm; and

•

The Board and Audit Committee provide oversight with respect to the valuation process, including requesting such materials as they deem appropriate.

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:

•

Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

•

Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•

Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.

A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.

Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.

The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.

Securities Transactions, Revenue Recognition and Expenses

The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specified identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Commitment fees are recorded on an accrual basis and recognized as interest income. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.

Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.

Expenses are recorded on an accrual basis.

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of June 30, 2024, there were five loans from three issuers on non-accrual. As of December 31, 2023, there were five loans from three issuers on non-accrual.

Distributions

Distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Advisor. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with US GAAP. The Company may pay distributions to its stockholders in a year in excess of its investment company taxable income and net capital gain for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent; they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.

The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax and pay a 4% tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the three months ended June 30, 2024 and 2023, we recorded an expense of $1.1 million and $0.8 million, respectively for U.S. federal excise tax. For the six months ended June 30, 2024 and 2023, we recorded an expense of $2.1 million and $1.3 million, respectively for U.S. federal excise tax.

The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

The Company distributes net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to stockholders.

Dividend Reinvestment Plan

The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Offering Costs

Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, legal, printing and other costs associated with the preparation and filing of applicable registration statements. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in-capital upon each such offering.

Cash, Restricted Cash, and Cash Equivalents

Cash and cash equivalents consist of deposits held at custodian banks, and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the consolidated schedules of investments. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company’s financing transactions.

Foreign Currency Translation

The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, foreign cash and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the consolidated statements of operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation on investments, respectively, on the consolidated statements of operations.

Forward Currency Exchange Contracts

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting and as such the Company recognizes the value of its derivatives at fair value on the consolidated statements of assets and liabilities with changes in the net unrealized appreciation on forward currency exchange contracts recorded on the consolidated statements of operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation on forward currency exchange contracts are recorded on the consolidated statements of assets and liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the consolidated schedules of investments.

Changes in net unrealized appreciation are recorded on the consolidated statements of operations in net change in unrealized appreciation on forward currency exchange contracts. Net realized gains and losses are recorded on the consolidated statements of operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.

Deferred Financing Costs and Debt Issuance Costs

The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the consolidated statements of assets and liabilities. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC Topic 470‑50, Modification and Extinguishments. For modifications to or exchanges of our revolving debt obligations, any unamortized deferred financing costs related to lenders who are not part of the new lending group are expensed. For extinguishments of our term debt

obligations, any unamortized debt issuance costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.

Income Taxes

The Company has elected to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its stockholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through June 30, 2024 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2024. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. BCSF CFSH, LLC, BCSF CFS, LLC, and BCC Middle Market CLO 2019‑1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of June 30, 2024, the tax years that remain subject to examination are from 2020 forward.

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), which affects all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The amendments also require additional disclosures for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The effective date for the amendments in ASU 2022-03 are for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on its financial statements.

Note 3. Investments

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of June 30, 2024 (with corresponding percentage of total portfolio investments):


	As of June 30, 2024
		Amortized Cost		Percentage of Total Portfolio				Fair Value			Percentage of Total Portfolio
First Lien Senior Secured Loan	$		1,421,494		63.4	%	$		1,411,394			63.0		%
Second Lien Senior Secured Loan			61,192		2.7				59,500			2.7
Subordinated Debt			46,745		2.1				46,690			2.1
Preferred Equity			103,760		4.6				122,971			5.5
Equity Interest			206,439		9.2				206,186			9.2
Warrants			480		0.0				—			0.0
Subordinated Note Investment Vehicles (1)			337,224		15.0				337,224			15.1
Preferred Equity Interest Investment Vehicles (1)			10		0.0				(1,598	)		(0.1	)
Equity Interest Investment Vehicles (1)			66,209		3.0				55,124			2.5
Total	$		2,243,553		100.0	%	$		2,237,491			100.0		%

(1)

Represents debt and equity investment in ISLP and SLP (each as defined later).

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2023 (with corresponding percentage of total portfolio investments):


	As of December 31, 2023
	Amortized Cost		Percentage of Total Portfolio			Fair Value			Percentage of Total Portfolio
First Lien Senior Secured Loans	$	1,495,237		65.0	%	$	1,464,423			63.8		%
Second Lien Senior Secured Loans		69,749		3.0			68,439			3.0
Subordinated Debt		45,400		2.0			45,877			2.0
Structured Products		24,050		1.0			22,618			1.0
Preferred Equity		86,766		3.8			104,428			4.5
Equity Interests		207,209		9.0			221,355			9.6
Warrants		480		0.0			511			0.0
Subordinated Notes in Investment Vehicles (1)		306,724		13.3			306,724			13.3
Preferred Equity Interests in Investment Vehicles (1)		10		0.0			(1,793	)		(0.1	)
Equity Interests in Investment Vehicles (1)		66,209		2.9			65,761			2.9
Total	$	2,301,834		100.0	%	$	2,298,343			100.0		%

(1)

Represents debt and equity investment in ISLP and SLP.

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of June 30, 2024 (with corresponding percentage of total portfolio investments):


	As of June 30, 2024
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
USA	$		2,011,611		89.7	%	$		1,983,776		88.6	%
Cayman Islands			114,799		5.1				125,567		5.6
United Kingdom			51,582		2.3				48,137		2.2
Belgium			15,798		0.7				27,801		1.2
Australia			12,021		0.5				15,958		0.7
Germany			17,123		0.8				15,328		0.7
Ireland			12,163		0.5				12,970		0.6
Canada			4,268		0.2				3,818		0.2
Luxembourg			3,633		0.2				3,612		0.2
Guernsey			369		0.0				373		0.0
Sweden			186		0.0				151		0.0
Total	$		2,243,553		100.0	%	$		2,237,491		100.0	%

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2023 (with corresponding percentage of total portfolio investments):


	As of December 31, 2023
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
USA	$	2,025,572		88.0	%	$	1,998,863		87.1	%
Cayman Islands		124,504		5.4			133,072		5.8
Belgium		39,439		1.7			53,619		2.3
United Kingdom		40,119		1.7			39,035		1.7
Australia		23,550		1.0			27,007		1.2
Germany		24,677		1.1			23,326		1.0
Ireland		9,394		0.4			10,001		0.4
Luxembourg		8,145		0.4			7,512		0.3
Canada		5,844		0.3			5,340		0.2
Guernsey		404		0.0			411		0.0
Sweden		186		0.0			157		0.0
Total	$	2,301,834		100.0	%	$	2,298,343		100.0	%

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of June 30, 2024 (with corresponding percentage of total portfolio investments):


	As of June 30, 2024
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
Investment Vehicles (2)	$		403,443		17.9	%	$		390,750		17.5	%
Aerospace & Defense			293,059		13.0				287,494		12.8
High Tech Industries			230,852		10.3				227,947		10.2
Services: Business			212,344		9.5				224,385		10.0
Consumer Goods: Non-Durable			134,461		6.0				133,925		6.0
Transportation: Cargo			103,804		4.6				115,736		5.2
Automotive			87,150		3.9				87,295		3.9
Healthcare & Pharmaceuticals			80,227		3.6				77,210		3.5
Telecommunications			72,479		3.2				77,151		3.4
Consumer Goods: Durable			75,277		3.4				67,792		3.0
Construction & Building			65,253		2.9				67,469		3.0
Beverage, Food & Tobacco			61,547		2.7				65,691		2.9
FIRE: Finance (1)			63,719		2.8				64,943		2.9
Environmental Industries			44,743		2.0				46,116		2.1
Chemicals, Plastics & Rubber			44,405		2.0				43,973		2.0
Capital Equipment			42,279		1.9				43,384		1.9
FIRE: Insurance (1)			37,206		1.7				37,605		1.7
Hotel, Gaming & Leisure			34,276		1.5				34,233		1.5
Media: Diversified & Production			33,597		1.5				30,100		1.3
Wholesale			22,536		1.0				20,655		0.9
Containers, Packaging & Glass			19,395		0.9				19,268		0.9
Transportation: Consumer			17,402		0.8				17,681		0.8
Services: Consumer			17,069		0.8				16,340		0.7
Retail			13,942		0.6				9,823		0.4
Media: Advertising, Printing & Publishing			8,173		0.4				8,175		0.4
Banking, Finance, Insurance & Real Estate			6,020		0.3				6,053		0.3
Energy: Oil & Gas			1,107		0.0				3,498		0.2
Consumer goods: Wholesale			8,181		0.4				3,452		0.2
Media: Broadcasting & Subscription			2,860		0.1				2,836		0.1
Media: Publishing			2,764		0.1				2,501		0.1
Energy: Electricity			2,001		0.1				2,037		0.1
Forest Products & Paper			1,982		0.1				1,973		0.1
Total	$		2,243,553		100.0	%	$		2,237,491		100.0	%

(1)

Finance, Insurance, and Real Estate (“FIRE”).

(2)

Represents debt and equity investment in ISLP and SLP (each as defined later).

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2023 (with corresponding percentage of total portfolio investments):


	As of December 31, 2023
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Investment Vehicles (2)	$	372,943		16.2	%	$	370,692		16.0	%
Aerospace & Defense		361,054		15.7			351,546		15.3
High Tech Industries		218,876		9.5			217,507		9.5
Services: Business		154,646		6.7			167,623		7.3
Consumer Goods: Non-Durable		125,527		5.5			123,526		5.4
Transportation: Cargo		104,961		4.6			116,317		5.1
Transportation: Consumer		95,091		4.1			102,573		4.5
Healthcare & Pharmaceuticals		91,171		4.0			87,604		3.8
FIRE: Finance (1)		88,264		3.8			87,403		3.8
Consumer Goods: Durable		88,197		3.8			80,036		3.5
Automotive		77,911		3.4			78,757		3.4
Construction & Building		71,731		3.1			73,830		3.2
Telecommunications		69,120		3.0			69,867		3.0
Capital Equipment		58,710		2.6			57,960		2.5
FIRE: Insurance (1)		43,106		1.9			43,257		1.9
Environmental Industries		41,580		1.8			42,676		1.9
Hotel, Gaming & Leisure		42,086		1.8			39,023		1.7
Beverage, Food & Tobacco		24,831		1.1			32,029		1.4
Media: Diversified & Production		36,382		1.6			29,372		1.3
Media: Advertising, Printing & Publishing		27,442		1.2			28,892		1.3
Wholesale		22,620		1.0			20,558		0.9
Chemicals, Plastics & Rubber		16,735		0.7			16,411		0.7
Containers, Packaging & Glass		16,286		0.7			15,727		0.7
Services: Consumer		15,675		0.7			15,643		0.7
Retail		11,590		0.5			5,324		0.2
Banking, Finance, Insurance & Real Estate		5,284		0.2			5,306		0.2
Consumer goods: Wholesale		8,558		0.4			5,119		0.2
Energy: Electricity		4,739		0.2			4,790		0.2
Energy: Oil & Gas		1,107		0.0			3,499		0.2
Media: Broadcasting & Subscription		2,855		0.1			2,878		0.1
Media: Publishing		2,756		0.1			2,598		0.1
Total	$	2,301,834		100.0	%	$	2,298,343		100.0	%

(1)

Finance, Insurance, and Real Estate (“FIRE”).

(2)

Represents debt and equity investment in ISLP and SLP (each as defined later).

International Senior Loan Program, LLC

On February 9, 2021, the Company and Pantheon (“Pantheon”), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. The Company and Pantheon committed to initially provide $138.3 million of debt and $46.1 million of equity capital, to ISLP. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Pursuant to the terms of the transaction, Pantheon invested $50.0 million to acquire a 29.5% stake in ISLP. The Company contributed debt investments of $317.1 million for a 70.5% stake in ISLP, and received a one-time gross distribution of $190.2 million in cash in consideration of contributing such investments. On December 14, 2023, the Company and Pantheon entered into the second amendment to the amended and restated limited liability company agreement which, among other things, increased capital commitments and changed the proportionate share ownership. The Company and Pantheon agreed to contribute an additional $5.0 million and $45.3 million, respectively, which resulted in new ownership stakes of 64.0% and 36.0%, respectively. As of June 30, 2024, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $55.2 million. As of December 31, 2023, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $66.1 million.

As of June 30, 2024, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company has contributed $254.3 million in capital and has $0.0 million in unfunded capital contributions. As of June 30, 2024, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has $0.0 million in unfunded capital contributions.

As of December 31, 2023, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company had contributed $254.3 million in capital and had $0.0 million in unfunded capital contributions. As of December 31, 2023, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and had $0.0 million in unfunded capital contributions.

In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to ISLP. Since inception, the Company has sold $1,003.1 million of its investments to ISLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.

The Company has determined that ISLP is an investment company under ASC, Topic 946, Financial Services—Investment Companies; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members. The Company measures the fair value of ISLP in accordance with ASC Subtopic 820, Fair Value Measurements and Disclosures, using the net asset value (or its equivalent) as a practical expedient. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.

As of June 30, 2024, ISLP had $655.9 million in debt and equity investments, at fair value. As of December 31, 2023, ISLP had $709.8 million in debt and equity investments, at fair value.

Additionally, ISLP, through a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 225 basis points with JP Morgan (the “ISLP Credit Facility Tranche A”).

On February 4, 2022, ISLP entered into the second amended and restated credit agreement, which among other things formed an additional tranche (“ISLP Credit Facility Tranche B” and collectively with ISLP Credit Facility Tranche A, the “ISLP Credit Facilities”) with an initial financing limit of $50.0 million on May 31, 2022, and $200.0 million on August 31, 2022, bringing the total facility size to $500.0 million.

On June 30, 2023, ISLP entered into the third amendment and restated credit agreement, which among other things, replaced LIBOR with Term SOFR and consolidated Tranche A and Tranche B, with a size of $500.0 million.

On September 11, 2023, ISLP entered into the fourth amended and restated credit agreement, which among other things, extended the maturity to February 9, 2027, modified concentration limitations and changed the interest rate to SOFR (or an alternative risk-free interest rate index) plus 246 basis points.

As of June 30, 2024, the ISLP Credit Facilities had $282.5 million of outstanding debt under the credit facility. As of December 31, 2023 the ISLP Credit Facilities had $320.5 million of outstanding debt under the credit facility. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 were 7.5% and 6.6%, respectively.

Below is a summary of ISLP’s portfolio at fair value:


	As of			As of
	June 30, 2024			December 31, 2023
Total investments	$	655,871		$	709,846
Weighted average yield on investments		11.6	%		11.3	%
Number of borrowers in ISLP		35			37
Largest portfolio company investment	$	49,545		$	47,432
Total of five largest portfolio company investments	$	203,837		$	206,779
Unfunded commitments	$	11,686		$	11,496

Below is a listing of ISLP’s individual investments as of June 30, 2024:

International Senior Loan Program, LLC

Consolidated Schedule of Investments

As of June 30, 2024


						Interest			Maturity	Principal /					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)			Cost		Value		Equity (4)
Australian Dollar
Aerospace & Defense
Ansett Aviation Training (18)(19)	First Lien Senior Secured Loan	BBSY		4.69	%		9.08	%	9/24/2031	AUD		14,144		9,830		9,434
Ansett Aviation Training (14)(19)	Equity Interest	—	—			—			—	AUD		10,238		7,115		16,617
Aerospace & Defense Total													$	16,945	$	26,051		30.9	%

High Tech Industries
FNZ UK Finco Limited (18)(19)	First Lien Senior Secured Loan	BBSW		5.25	%		9.71	%	9/30/2026	AUD		7,660		4,976		5,109
High Tech Industries Total													$	4,976	$	5,109		6.0	%


Media: Advertising, Printing & Publishing
TGI Sport Bidco Pty Ltd (18)(19)	First Lien Senior Secured Loan	BBSY		7.00	%		11.35	%	4/30/2026	AUD		9,730		7,074		6,490
Media: Advertising, Printing & Publishing Total													$	7,074	$	6,490		7.7	%

Australian Dollar Total													$	28,995	$	37,650		44.6	%

British Pound
Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		11.45	%	7/12/2029	£		6,050		7,045		7,650
Reconomy (18)(19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR		6.00	%		9.72	%	7/12/2029	£		6,578		8,094		8,100
Environmental Industries Total													$	15,139	$	15,750		18.7	%

FIRE: Finance
Parmenion (18)(19)	First Lien Senior Secured Loan	SONIA		5.50	%		10.70	%	5/11/2029	£		29,070		35,295		36,759
FIRE: Finance Total													$	35,295	$	36,759		43.5	%

FIRE: Insurance
Margaux UK Finance Limited (18)(19)	First Lien Senior Secured Loan	SONIA		5.50	%		10.81	%	12/19/2025	£		7,357		9,294		9,303
FIRE: Insurance Total													$	9,294	$	9,303		11.0	%

Healthcare & Pharmaceuticals
Datix Bidco Limited (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—			—			10/28/2024	£	—			—		—
Healthcare & Pharmaceuticals Total														—		—		0.0	%


						Interest			Maturity	Principal /				Market			% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value			Equity (4)
British Pound
High Tech Industries
Access (18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		10.45	%	6/28/2029	£	7,880		9,107		9,964
Access (18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		10.45	%	6/28/2029	£	9,764		11,887		12,347
Cloud Technology Solutions (CTS) (18)(19)(26)	First Lien Senior Secured Loan	SONIA	8.00% PIK				13.19	%	1/3/2030	£	8,643		10,921		10,929
High Tech Industries Total												$	31,915	$	33,240			39.4	%

Media: Advertising, Printing & Publishing
Kpler (15)(19)	First Lien Senior Secured Loan	SONIA		6.50	%		11.80	%	3/3/2030	£	4,312		5,495		5,453
Media: Advertising, Printing & Publishing Total												$	5,495	$	5,453			6.5	%

Media: Publishing
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SOFR		6.50	%		11.81	%	9/2/2029	£	5,172		6,073		5,681
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		6.50	%		11.69	%	6/29/2029	£	13,160		15,209		15,642
Media: Publishing												$	21,282	$	21,323			25.3	%

Services: Business
Brook Bidco (18)(19)(26)	First Lien Senior Secured Loan	SONIA	7.37% PIK				12.57	%	7/10/2028	£	25,272		34,001		31,957
Caribou Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		10.44	%	2/1/2029	£	27,570		34,032		34,862
Caribou Bidco Limited (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		5.25	%		10.44	%	2/1/2029	£	1,152		1,956		1,993
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.51% PIK				12.82	%	7/10/2028	£	5,567		7,355		7,355
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.51% PIK				12.82	%	7/10/2028	£	7,745		10,233		10,233
Opus2 (18)(19)	First Lien Senior Secured Loan	SONIA		5.28	%		10.48	%	5/5/2028	£	12,151		16,470		15,365
Parcel2Go (7)(14)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.25% (3.00% PIK)				11.20	%	7/17/2028	£	12,674		16,870		4,007
Parcel2Go (2)(3)(7)(14)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SONIA	3.00% (3.00% PIK)				11.20	%	7/17/2028	£	2,978		5,136		(1,382	)
Services: Business Total												$	126,053	$	104,390			123.6	%

Services: Consumer
Surrey Bidco Limited (18)(19)(26)	First Lien Senior Secured Loan	SONIA	6.28% PIK				11.47	%	5/11/2026	£	6,371		7,817		6,203
Services: Consumer Total												$	7,817	$	6,203			7.3	%

British Pound Total												$	252,290	$	232,421			275.3	%


						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
Canadian Dollar
Retail
New Look (Delaware) Corporation (15)(19)(26)	First Lien Senior Secured Loan	CDOR	4.32% (2.00% PIK)				11.03	%	5/26/2028	CAD	17,865		14,644		12,930
New Look Vision Group (15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.82	%		10.53	%	5/26/2028	CAD	1,183		912		856
New Look Vision Group (15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.82	%		10.53	%	5/26/2028	CAD	2,265		1,626		1,640
Retail Total						.						$	17,182	$	15,426		18.3	%

Canadian Dollar Total												$	17,182	$	15,426		18.3	%

Danish Krone
High Tech Industries
VPARK BIDCO AB (18)(19)	First Lien Senior Secured Loan	CIBOR		4.00	%		7.60	%	3/10/2025	DKK	56,429		9,231		8,107
High Tech Industries Total												$	9,231	$	8,107		9.6	%

Danish Krone Total												$	9,231	$	8,107		9.6	%

European Currency
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	EURIBOR		5.75	%		9.57	%	12/22/2027	€	9,212		9,318		9,277
Chemicals, Plastics & Rubber Total												$	9,318	$	9,277		11.0	%

Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.00	%		9.72	%	7/12/2029	€	2,440		2,475		2,614
Environmental Industries Total												$	2,475	$	2,614		3.1	%

FIRE: Insurance
MRHT (15)(19)	First Lien Senior Secured Loan	EURIBOR		6.75	%		10.56	%	2/1/2029	€	12,000		12,983		12,856
MRHT (15)(19)	First Lien Senior Secured Loan - Revolver	EURIBOR		6.25	%		10.06	%	2/1/2029	€	5,069		5,486		5,430
FIRE: Insurance Total												$	18,469	$	18,286		21.7	%


						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
European Currency
Healthcare & Pharmaceuticals
Mertus 522. GmbH (18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	6.25% (0.75% PIK)				10.70	%	5/28/2026	€	13,078		15,830		13,521
Mertus 522. GmbH (18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	6.25% (0.75% PIK)				10.77	%	5/28/2026	€	22,413		27,126		23,171
Pharmathen (18)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.73	%		9.40	%	10/25/2028	€	13,492		15,053		14,454
Pharmathen (3)(18)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.73	%		9.40	%	10/25/2028	€	2,214		1,878		1,879
Healthcare & Pharmaceuticals Total												$	59,887	$	53,025		62.8	%

High Tech Industries
Onventis (15)(19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR		7.25	%		11.13	%	1/14/2030	€	13,919		15,091		14,911
Utimaco (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.25	%		10.00	%	5/14/2029	€	8,250		8,350		8,595
High Tech Industries Total												$	23,441	$	23,506		27.8	%

Media: Advertising, Printing & Publishing
Kpler (15)(19)	First Lien Senior Secured Loan	EURIBOR		6.50	%		10.42	%	3/3/2030	€	14,981		16,242		16,049
Kpler (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.50	%		10.42	%	3/3/2030	€	3,246		3,519		3,477
Media: Advertising, Printing & Publishing Total												$	19,761	$	19,526		23.1	%

Media: Broadcasting & Subscription
Lightning Finco Limited (18)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		9.17	%	8/31/2028	€	2,619		2,951		2,806
Media: Broadcasting & Subscription Total												$	2,951	$	2,806		3.3	%

Media: Diversified & Production
Aptus 1724 Gmbh (18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	6.00% (1.50% PIK)				11.25	%	2/23/2028	€	35,232		41,691		34,725
Media: Diversified & Production Total												$	41,691	$	34,725		41.1	%
Services: Business
iBanFirst (18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK				13.71	%	7/13/2028	€	13,183		14,824		14,123
Services: Business Total												$	14,824	$	14,123		16.8	%

European Currency Total												$	192,817	$	177,888		210.7	%

Norwegian Krone
High Tech Industries
VPARK BIDCO AB (18)(19)	First Lien Senior Secured Loan	NIBOR		4.00	%		8.63	%	3/10/2025	NOK	73,280		8,651		6,862
High Tech Industries Total												$	8,651	$	6,862		8.1	%

Services: Business
Spring Finco BV (18)(19)	First Lien Senior Secured Loan	NIBOR		5.50	%		10.15	%	7/15/2029	NOK	174,360		16,601		16,328
Services: Business Total												$	16,601	$	16,328		19.4	%

Norwegian Krone Total												$	25,252	$	23,190		27.5	%


						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Automotive
Cardo (18)(19)	First Lien Senior Secured Loan	SOFR		5.25	%		10.57	%	5/12/2028	$	9,653		9,596		9,653
Automotive Total												$	9,596	$	9,653		11.4	%

Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	SOFR		5.90	%		11.22	%	12/22/2027	$	23,162		23,162		22,061
Chemicals, Plastics & Rubber Total												$	23,162	$	22,061		26.1	%

Consumer Goods: Durable
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	SOFR		9.15	%		14.46	%	3/31/2028	$	5,000		4,950		5,000
Consumer Goods: Durable Total												$	4,950	$	5,000		5.9	%

High Tech Industries
CB Nike IntermediateCo Ltd (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	-			-			10/31/2025	$	—		—		—
NearMap (15)(19)	First Lien Senior Secured Loan	SOFR		7.25	%		12.58	%	12/9/2029	$	23,401		23,212		23,401
Utimaco (16)(19)	First Lien Senior Secured Loan	SOFR		6.51	%		11.82	%	5/14/2029	$	16,450		16,329		15,998
Utimaco (16)(19)	First Lien Senior Secured Loan	SOFR		6.68	%		11.99	%	5/14/2029	$	8,550		8,487		8,315
High Tech Industries Total												$	48,028	$	47,714		56.5	%

Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	SOFR		5.93	%		11.24	%	8/31/2028	$	23,907		23,777		23,907
Media: Broadcasting and Subscription Total												$	23,777	$	23,907		28.3	%

Media: Diversified & Production
Aptus 1724 Gmbh (19)(21)	First Lien Senior Secured Loan	SOFR		7.65	%		12.99	%	2/23/2028	$	10,066		10,025		9,261
Media: Diversified & Production Total												$	10,025	$	9,261		11.0	%


						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Services: Business
Avalon Acquiror, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.58	%	3/10/2028	$	11,760		11,685		11,760
Chamber Bidco Limited (18)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.57	%	6/2/2028	$	21,081		20,958		21,081
Smartronix (15)(19)	First Lien Senior Secured Loan	SOFR		6.10	%		11.33	%	11/23/2028	$	10,752		10,663		10,752
Services: Business Total												$	43,306	$	43,593		51.6	%

U.S. Dollar Total												$	162,844	$	161,189		190.8	%

Total												$	688,611	$	655,871		776.8	%

Forward Foreign Currency Exchange Contracts


			Settlement	Unrealized
Currency Purchased	Currency Sold	Counterparty	Date	Appreciation(8)
BRITISH POUNDS 2,245	US DOLLARS 2,731	Goldman Sachs	07/18/2024	$	107
US DOLLARS 751	BRITISH POUNDS 590	Goldman Sachs	03/20/2025		4
US DOLLARS 17,258	BRITISH POUNDS 13,990	Goldman Sachs	07/18/2024		(429	)
BRITISH POUNDS 4,220	US DOLLARS 5,314	GoldmanSachs	07/18/2024		21
EURO 3,061	AUSTRALIAN DOLLARS 4,980	Morgan Stanley	06/10/2025		(6	)
US DOLLARS 13,555	AUSTRALIAN DOLLARS 19,560	Morgan Stanley	06/10/2025		430
EURO 230	BRITISH POUNDS 200	Morgan Stanley	01/21/2025		(5	)
EURO 3,118	BRITISH POUNDS 2,840	Morgan Stanley	06/12/2025		(200	)
EURO 755	BRITISH POUNDS 682	Morgan Stanley	11/10/2025		(35	)
BRITISH POUNDS 200	EURO 231	Morgan Stanley	01/21/2025		3
BRITISH POUNDS 550	EURO 628	Morgan Stanley	11/10/2025		8
US DOLLARS 1,833	BRITISH POUNDS 1,447	Morgan Stanley	01/21/2025		2
US DOLLARS 2,734	BRITISH POUNDS 2,170	Morgan Stanley	02/14/2025		(14	)
US DOLLARS 2,797	BRITISH POUNDS 2,220	Morgan Stanley	05/13/2025		(15	)
US DOLLARS 13,374	BRITISH POUNDS 10,983	Morgan Stanley	06/10/2025		(538	)
EURO 316	CANADIAN DOLLARS 471	Morgan Stanley	03/21/2025		(3	)
US DOLLARS 1,356	CANADIAN DOLLARS 1,830	Morgan Stanley	03/21/2025		10
EURO 1,614	US DOLLARS 1,790	Morgan Stanley	01/09/2025		(44	)
EURO 666	US DOLLARS 740	Morgan Stanley	06/18/2025		(14	)
US DOLLARS 634	EURO 580	Morgan Stanley	02/12/2025		6
US DOLLARS 4,795	EURO 4,371	Morgan Stanley	02/28/2025		56
US DOLLARS 1,425	EURO 1,290	Morgan Stanley	11/10/2025		9
EURO 2,199	AUSTRALIAN DOLLARS 3,690	Standard Chartered	06/10/2025		(80	)
EURO 1,803	AUSTRALIAN DOLLARS 2,872	Standard Chartered	07/18/2024		14
US DOLLARS 679	AUSTRALIAN DOLLARS 1,035	Standard Chartered	03/20/2025		(15	)
US DOLLARS 7,026	AUSTRALIAN DOLLARS 10,830	Standard Chartered	06/10/2025		(242	)
US DOLLARS 7,048	AUSTRALIAN DOLLARS 11,118	Standard Chartered	07/18/2024		(380	)
EURO 4,582	BRITISH POUNDS 4,130	Standard Chartered	07/18/2024		(308	)
US DOLLARS 1,000	BRITISH POUNDS 840	Standard Chartered	06/10/2025		(64	)
US DOLLARS 502	BRITISH POUNDS 402	Standard Chartered	06/10/2025		(8	)
EURO 321	CANADIAN DOLLARS 480	Standard Chartered	07/18/2024		(8	)
US DOLLARS 1,390	CANADIAN DOLLARS 1,860	Standard Chartered	07/18/2024		31
EURO 919	DANISH KRONE 6,844	Standard Chartered	07/18/2024		2
DANISH KRONE 1,700	US DOLLARS 251	Standard Chartered	07/18/2024		(6	)
US DOLLARS 3,988	DANISH KRONE 26,496	Standard Chartered	07/18/2024		177
EURO 824	NORWEGIAN KRONE 9,517	Standard Chartered	07/18/2024		(11	)
EURO 16,565	US DOLLARS 18,170	Standard Chartered	01/09/2025		(249	)
EURO 611	US DOLLARS 680	Standard Chartered	06/23/2025		(13	)
EURO 18,034	US DOLLARS 20,330	Standard Chartered	07/18/2024		(991	)
EURO 4,299	US DOLLARS 4,650	Standard Chartered	12/13/2024		(6	)
US DOLLARS 3,330	EURO 3,065	Standard Chartered	07/18/2024		43
US DOLLARS 2,580	EURO 2,340	Standard Chartered	07/18/2024		70
EURO 2,705	US DOLLARS 2,935	Standard Chartered	07/18/2024		(34	)
EURO 940	US DOLLARS 1,042	Standard Chartered	07/18/2024		(34	)
EURO 3,120	US DOLLARS 3,521	Standard Chartered	07/18/2024		(176	)
US DOLLARS 23,690	EURO 21,780	Standard Chartered	06/10/2025		(41	)
US DOLLARS 29,878	EURO 29,700	Standard Chartered	07/18/2024		(1,970	)
US DOLLARS 30,672	EURO 27,695	Standard Chartered	12/18/2024		747
NORWEGIAN KRONE 1,825	US DOLLARS 174	Standard Chartered	07/18/2024		(3	)
US DOLLARS 3,566	NORWEGIAN KRONE 36,843	Standard Chartered	07/18/2024		104
				$	(4,098	)

(1)

The investments bear interest at a rate that may be determined by reference to the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), the Prime Rate (“Prime” or “P”), the Sterling Overnight Index Average (“SONIA”) or Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over EURIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SONIA, Prime, or SOFR and the current weighted average interest rate in effect at June 30, 2024. Certain investments are subject to a EURIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, Prime, SONIA, or SOFR interest rate floor.

(2)

The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(3)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4)

Percentages are based on ISLP's net assets (in thousands) of $84,435 as of June 30, 2024.

(5)

Tick mark not used

(6)

Tick mark not used

(7)

Loan was on non-accrual status as of June 30, 2024

(8)

Unrealized appreciation/(depreciation) on forward currency exchange contracts.

(9)

(10)

Tick mark not used

(11)

Tick mark not used

(12)

Tick mark not used

(13)

Tick mark not used

(14)

Non-income producing.

(15)

Loan includes interest rate floor of 1.00%.

(16)

Loan includes interest rate floor of 0.75%.

(17)

Loan includes interest rate floor of 0.50%.

(18)

Loan includes interest rate floor of 0.00%.

(19)

Security valued using unobservable inputs (Level 3).

(20)

Tick mark not used

(21)

Loan includes interest rate floor of 0.25%.

(22)

Tick mark not used

(23)

Tick mark not used

(24)

Tick mark not used

(25)

Tick mark not used

(26)

Denotes that all or a portion of the debt investment includes PIK interest during the period.

Below is a listing of ISLP’s individual investments as of December 31, 2023:

International Senior Loan Program, LLC

Consolidated Schedule of Investments

As of December 31, 2023


						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
Australian Dollar
Aerospace & Defense
Ansett Aviation Training (18)(19)	First Lien Senior Secured Loan	BBSY		4.69	%		9.19	%	9/24/2031	AUD	14,144		9,830		9,635
Ansett Aviation Training (14)(19)	Equity Interest	—	—			—			—	AUD	10,238		7,115		15,033
Aerospace & Defense Total												$	16,945	$	24,668		23.9	%

FIRE: Finance
FNZ UK Finco Limited (18)(19)	First Lien Senior Secured Loan	L		5.75	%		10.37	%	9/30/2026	AUD	7,660		4,952		5,218
FIRE: Finance Total												$	4,952	$	5,218		5.1	%

Healthcare & Pharmaceuticals
Datix Bidco Limited (18)(19)	First Lien Senior Secured Loan	BBSW		4.50	%		9.29	%	4/28/2025	AUD	4,169		3,295		2,840
Healthcare & Pharmaceuticals Total												$	3,295	$	2,840		2.8	%

Media: Advertising, Printing & Publishing
TGI Sport Bidco Pty Ltd (17)(19)	First Lien Senior Secured Loan	BBSW		7.00	%		11.36	%	4/30/2026	AUD	9,730		7,056		6,628
Media: Advertising, Printing & Publishing Total												$	7,056	$	6,628		6.4	%

Services: Consumer
Zeppelin BidCo Pty Limited (18)(19)	First Lien Senior Secured Loan	BBSY		5.00	%		9.15	%	7/12/2024	AUD	20,415		16,126		13,907
Services: Consumer Total												$	16,126	$	13,907		13.5	%

Australian Dollar Total												$	48,374	$	53,261		51.7	%

British Pound
Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		11.44	%	6/25/2029	£	6,050		7,045		7,702
Reconomy (18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.25	%		11.44	%	6/25/2029	£	6,578		8,094		8,285
Environmental Industries Total												$	15,139	$	15,987		15.5	%

FIRE: Finance
Parmenion (15)(19)	First Lien Senior Secured Loan	SONIA		5.50	%		10.69	%	5/11/2029	£	29,070		35,256		37,009
FIRE: Finance Total												$	35,256	$	37,009		35.9	%

FIRE: Insurance
Paisley Bidco Limited (18)(19)	First Lien Senior Secured Loan - Revolver	EURIBOR		5.50	%		9.45	%	11/26/2028	£	6,373		8,019		8,197
FIRE: Insurance Total												$	8,019	$	8,197		8.0	%

Healthcare & Pharmaceuticals
Datix Bidco Limited (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SONIA		4.50	%		9.69	%	10/28/2024	£	639		773		813
Datix Bidco Limited (18)(19)	Second Lien Senior Secured Loan	SONIA		7.75	%		12.94	%	4/27/2026	£	12,013		16,916		15,293
Healthcare & Pharmaceuticals Total												$	17,689	$	16,106		15.6	%


						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
British Pound
High Tech Industries
Access (18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		10.44	%	6/4/2029	£	7,880		9,100		10,032
Access (18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		10.44	%	6/4/2029	£	9,764		11,887		12,431
High Tech Industries Total												$	20,987	$	22,463		21.8	%

Media: Diversified & Production
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		6.50	%		11.69	%	6/29/2029	£	13,160		15,196		15,916
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SOFR		6.50	%		11.80	%	9/2/2029	£	5,172		6,073		5,744
Media: Diversified & Production Total												$	21,269	$	21,660		21.0	%

Services: Business
Brook Bidco (18)(19)(26)	First Lien Senior Secured Loan	SONIA	7.37% PIK				12.56	%	7/10/2028	£	24,106		32,510		30,689
Caribou Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		10.49	%	2/1/2029	£	27,570		34,013		35,099
Caribou Bidco Limited (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		5.25	%		10.44	%	2/1/2029	£	1,576		1,955		2,007
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.51% PIK				12.81	%	7/7/2028	£	5,299		7,002		7,002
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	SOFR	7.51% PIK				12.81	%	7/7/2028	£	7,373		9,741		9,741
Opus2 (18)(19)	First Lien Senior Secured Loan	SONIA		5.03	%		10.22	%	5/5/2028	£	12,151		16,442		15,470
Parcel2Go (18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.25% (3.00% PIK)				11.44	%	7/17/2028	£	12,488		16,856		14,864
Parcel2Go (3)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SONIA	3.00% (3.00% PIK)				11.19	%	7/17/2028	£	3,854		5,133		4,361
Services: Business Total												$	123,652	$	119,233		115.8	%

Services: Consumer
Surrey Bidco Limited (17)(19)(26)	First Lien Senior Secured Loan	SONIA	7.28% PIK				11.46	%	5/11/2026	£	5,997		7,317		6,107
Services: Consumer Total												$	7,317	$	6,107		5.9	%

British Pound Total												$	249,328	$	246,762		239.5	%


						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
Canadian Dollar
Media: Diversified & Production
9 Story Media Group Inc. (16)(19)	First Lien Senior Secured Loan	CDOR		5.25	%		10.74	%	4/30/2026	CAD	6,729		5,342		5,081
9 Story Media Group Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	CDOR		5.25	%		10.67	%	4/30/2026	CAD	20		15		15
Media: Diversified & Production Total												$	5,357	$	5,096		4.9	%

Retail
New Look (Delaware) Corporation (18)(19)(26)	First Lien Senior Secured Loan	SOFR	4.00% (2.00% PIK)				11.43	%	5/26/2028	CAD	17,776		14,574		13,087
New Look Vision Group (15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.93	%	5/26/2028	CAD	1,186		915		873
New Look Vision Group (18)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.93	%	5/26/2028	CAD	2,277		1,633		1,677
Retail Total												$	17,122	$	15,637		15.2	%

Canadian Dollar Total												$	22,479	$	20,733		20.1	%

Danish Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	CIBOR		4.00	%		7.87	%	3/10/2025	DKK	56,429		9,231		8,356
High Tech Industries Total												$	9,231	$	8,356		8.1	%

Danish Krone Total												$	9,231	$	8,356		8.1	%

European Currency
Chemicals, Plastics, & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	EURIBOR		5.75	%		9.85	%	12/22/2027	€	9,259		9,355		9,633
Chemicals, Plastics, & Rubber Total												$	9,355	$	9,633		9.4	%

Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.00	%		9.93	%	6/25/2029	€	2,440		2,475		2,694
Environmental Industries Total												$	2,475	$	2,694		2.6	%

FIRE: Insurance
MRHT (15)(19)	First Lien Senior Secured Loan	EURIBOR		6.75	%		10.72	%	2/1/2029	€	12,000		12,973		13,181
Paisley Bidco Limited (18)(19)	First Lien Senior Secured Loan - Revolver	EURIBOR		5.50	%		9.45	%	11/26/2028	€	3,178		3,367		3,508
FIRE: Insurance Total												$	16,340	$	16,689		16.2	%


						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
European Currency
Healthcare & Pharmaceuticals
Mertus 522. GmbH (18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	6.25% (0.75% PIK)				10.90	%	5/28/2026	€	13,029		15,766		14,023
Mertus 522. GmbH (18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	6.25% (0.75% PIK)				11.03	%	5/28/2026	€	22,328		27,014		24,032
Pharmathen (18)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.73	%		9.62	%	10/25/2028	€	13,492		15,030		14,894
Pharmathen (3)(18)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.73	%		9.62	%	10/25/2028	€	1,754		1,874		1,937
Healthcare & Pharmaceuticals Total												$	59,684	$	54,886		53.2	%

High Tech Industries
Onventis (15)(19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR		7.50	%		11.47	%	1/12/2030	€	5,000		5,321		5,520
Utimaco (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.25	%		10.28	%	5/14/2029	€	8,250		8,344		8,902
High Tech Industries Total												$	13,665	$	14,422		14.0	%

Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		9.39	%	8/31/2028	€	2,619		2,951		2,891
Media: Broadcasting & Subscription Total												$	2,951	$	2,891		2.8	%

Media: Diversified & Production
9 Story Media Group Inc. (18)(19)	First Lien Senior Secured Loan	EURIBOR		5.25	%		9.21	%	4/30/2026	€	3,627		4,412		4,004
Aptus 1724 Gmbh (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.00	%		9.96	%	2/23/2028	€	35,000		41,354		37,477
Media: Diversified & Production Total												$	45,766	$	41,481		40.3	%

Services: Business
iBanFirst (19)(26)(32)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK				13.91	%	7/13/2028	€	12,297		13,843		13,574
SumUp Holdings Luxembourg S.à.r.l. (19)(32)	First Lien Senior Secured Loan	EURIBOR		8.25	%		12.21	%	2/17/2026	€	30,900		35,497		34,111
Services: Business Total												$	49,340	$	47,685		46.3	%

European Currency Total												$	199,576	$	190,381		184.8	%

Norwegian Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	NIBOR		4.00	%		8.54	%	3/10/2025	NOK	73,280		8,651		7,204
High Tech Industries Total												$	8,651	$	7,204		7.0	%

Services: Business
Spring Finco BV (18)(19)	First Lien Senior Secured Loan	NIBOR		5.50	%		10.12	%	7/15/2029	NOK	174,360		16,600		17,140
Services: Business Total												$	16,600	$	17,140		16.6	%

Norwegian Krone Total												$	25,251	$	24,344		23.6	%


						Interest			Maturity	Principal /					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)			Cost		Value		Equity (4)
U.S. Dollar
Automotive
Cardo (18)(19)	First Lien Senior Secured Loan	SOFR		5.15	%		10.54	%	5/12/2028	$		9,653		9,589		9,653
Automotive Total													$	9,589	$	9,653		9.4	%

Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		11.43	%	12/22/2027	$		23,280		23,280		22,523
Chemicals, Plastics & Rubber Total													$	23,280	$	22,523		21.9	%

Consumer Goods: Durable
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	SOFR		9.15	%		14.56	%	3/31/2028	$		5,000		4,944		5,000
Consumer Goods: Durable Total													$	4,944	$	5,000		4.9	%

Consumer Goods: Non-durable
RoC Opco LLC (15)(19)	First Lien Senior Secured Loan	SOFR		7.60	%		12.95	%	2/25/2025	$		15,714		15,714		15,714
Consumer Goods: Non-durable Total													$	15,714	$	15,714		15.3	%

High Tech Industries
CB Nike IntermediateCo Ltd (3)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—			—			10/31/2025	$	—		—		—
NearMap (18)(19)	First Lien Senior Secured Loan	SOFR		7.25	%		12.61	%	12/9/2029	$		11,800		11,593		11,800
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.68	%		11.99	%	5/14/2029	$		16,450		16,316		16,079
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.68	%		11.99	%	5/14/2029	$		8,550		8,481		8,358
High Tech Industries Total													$	36,390	$	36,237		35.2	%

Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	SOFR		5.93	%		11.24	%	8/31/2028	$		23,907		23,761		23,907
Media: Broadcasting and Subscription Total													$	23,761	$	23,907		23.2	%

Media: Diversified & Production
Aptus 1724 Gmbh (19)(21)	First Lien Senior Secured Loan	SOFR		6.25	%		11.78	%	2/23/2028	$		10,000		9,953		9,700
Media: Diversified & Production Total													$	9,953	$	9,700		9.4	%


						Interest			Maturity	Principal /				Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Services: Business
Avalon Acquiror, Inc. (18)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.60	%	3/10/2028	$	11,820		11,735		11,495
Chamber Bidco Limited (17)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.57	%	6/7/2028	$	21,081		20,942		21,081
Smartronix (15)(19)	First Lien Senior Secured Loan	SOFR		5.85	%		11.57	%	11/23/2028	$	10,807		10,705		10,699
Services: Business Total												$	43,382	$	43,275		41.9	%

U.S. Dollar Total												$	167,013	$	166,009		161.2	%

Total												$	721,252	$	709,846		689.0	%

Forward Foreign Currency Exchange Contracts


				Unrealized
Currency Purchased	Currency Sold	Counterparty	Settlement Date	Appreciation(8)
BRITISH POUNDS 2,245	US DOLLARS 2,731	Goldman Sachs	07/18/2024	$	128
US DOLLARS 17,258	BRITISH POUNDS 13,990	Goldman Sachs	07/18/2024		(560	)
EURO 477	AUSTRALIAN DOLLARS 785	Morgan Stanley	01/17/2024		(9	)
EURO 3,061	AUSTRALIAN DOLLARS 4,980	Morgan Stanley	06/10/2025		48
US DOLLARS 1,837	AUSTRALIAN DOLLARS 2,735	Morgan Stanley	01/17/2024		(30	)
US DOLLARS 13,555	AUSTRALIAN DOLLARS 19,560	Morgan Stanley	06/10/2025		158
EURO 259	BRITISH POUNDS 225	Morgan Stanley	01/24/2024		(1	)
EURO 3,118	BRITISH POUNDS 2,840	Morgan Stanley	06/12/2025		(100	)
EURO 755	BRITISH POUNDS 682	Morgan Stanley	11/10/2025		(11	)
US DOLLARS 1,795	BRITISH POUNDS 1,410	Morgan Stanley	01/24/2024		—
US DOLLARS 311	BRITISH POUNDS 250	Morgan Stanley	02/13/2024		(7	)
US DOLLARS 1,199	BRITISH POUNDS 960	Morgan Stanley	02/14/2024		(24	)
US DOLLARS 2,717	BRITISH POUNDS 2,220	Morgan Stanley	05/10/2024		(110	)
US DOLLARS 13,374	BRITISH POUNDS 10,983	Morgan Stanley	06/10/2025		(636	)
EURO 426	CANADIAN DOLLARS 619	Morgan Stanley	03/25/2024		3
US DOLLARS 1,778	CANADIAN DOLLARS 2,400	Morgan Stanley	03/25/2024		(38	)
EURO 1,614	US DOLLARS 1,790	Morgan Stanley	01/09/2025		22
EURO 666	US DOLLARS 740	Morgan Stanley	06/18/2025		13
US DOLLARS 960	EURO 890	Morgan Stanley	01/17/2024		(24	)
US DOLLARS 4,864	EURO 4,600	Morgan Stanley	01/17/2024		(220	)
US DOLLARS 604	EURO 560	Morgan Stanley	02/13/2024		(16	)
US DOLLARS 818	EURO 755	Morgan Stanley	02/14/2024		(17	)
US DOLLARS 1,425	EURO 1,290	Morgan Stanley	11/10/2025		(44	)
EURO 889	AUSTRALIAN DOLLARS 1,400	Standard Chartered	01/17/2024		26
EURO 1,803	AUSTRALIAN DOLLARS 2,872	Standard Chartered	07/18/2024		39
US DOLLARS 3,774	AUSTRALIAN DOLLARS 5,435	Standard Chartered	01/17/2024		63
US DOLLARS 1,395	AUSTRALIAN DOLLARS 2,040	Standard Chartered	01/17/2024		2
US DOLLARS 7,048	AUSTRALIAN DOLLARS 11,118	Standard Chartered	07/18/2024		(573	)
EURO 1,266	BRITISH POUNDS 1,095	Standard Chartered	06/17/2024		13
EURO 4,582	BRITISH POUNDS 4,130	Standard Chartered	07/18/2024		(157	)
US DOLLARS 1,484	BRITISH POUNDS 1,140	Standard Chartered	01/17/2024		31
US DOLLARS 1,000	BRITISH POUNDS 840	Standard Chartered	06/10/2025		(72	)
US DOLLARS 6,519	BRITISH POUNDS 5,180	Standard Chartered	06/17/2024		(79	)
EURO 321	CANADIAN DOLLARS 480	Standard Chartered	07/18/2024		(8	)
US DOLLARS 1,390	CANADIAN DOLLARS 1,860	Standard Chartered	07/18/2024		(23	)
EURO 919	DANISH KRONE 6,844	Standard Chartered	07/18/2024		—
US DOLLARS 3,988	DANISH KRONE 26,496	Standard Chartered	07/18/2024		23
EURO 824	NORWEGIAN KRONE 9,517	Standard Chartered	07/18/2024		(21	)
EURO 16,565	US DOLLARS 18,170	Standard Chartered	01/09/2025		432
EURO 3,005	US DOLLARS 3,309	Standard Chartered	06/18/2024		33
EURO 18,034	US DOLLARS 20,330	Standard Chartered	07/18/2024		(245	)
US DOLLARS 2,580	EURO 2,340	Standard Chartered	07/18/2024		(26	)
EURO 2,285	US DOLLARS 2,504	Standard Chartered	01/17/2024		22
EURO 3,700	US DOLLARS 3,941	Standard Chartered	01/17/2024		149
EURO 940	US DOLLARS 1,042	Standard Chartered	07/18/2024		5
EURO 3,120	US DOLLARS 3,521	Standard Chartered	07/18/2024		(47	)
US DOLLARS 4,132	EURO 3,730	Standard Chartered	01/17/2024		9
US DOLLARS 24,515	EURO 22,640	Standard Chartered	01/17/2024		(508	)
US DOLLARS 29,878	EURO 29,700	Standard Chartered	07/18/2024		(3,199	)
US DOLLARS 30,672	EURO 27,695	Standard Chartered	12/18/2024		(397	)
US DOLLARS 3,566	NORWEGIAN KRONE 36,843	Standard Chartered	07/18/2024		(69	)
				$	(6,052	)

(1)

Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), the Sterling Overnight Index Average (“SONIA”), or Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SONIA, or SOFR and the current weighted average interest rate in effect at December 31, 2023. Certain investments are subject to a LIBOR, EURIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SONIA, or SOFR interest rate floor.

(2)

Tick mark not used

(3)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4)

Percentages are based on the ISLP's net assets (in thousands) of $103,019 as of December 31, 2023.

(5)

Tick mark not used

(6)

Tick mark not used

(7)

Loan was on non-accrual status as of December 31, 2023.

(8)

Unrealized appreciation on forward currency exchange contracts.

(9)

(10)

Tick mark not used

(11)

Tick mark not used

(12)

Tick mark not used

(13)

Tick mark not used

(14)

Non-income producing.

(15)

Loan includes interest rate floor of 1.00%.

(16)

Loan includes interest rate floor of 0.75%.

(17)

Loan includes interest rate floor of 0.50%.

(18)

Loan includes interest rate floor of 0.00%.

(19)

Security valued using unobservable inputs (Level 3).

(20)

Tick mark not used

(21)

Loan includes interest rate floor of 0.25%.

(22)

Tick mark not used

(23)

Tick mark not used

(24)

Tick mark not used

(25)

Tick mark not used

(26)

Denotes that all or a portion of the debt investment includes PIK interest during the period.

(27)

Tick mark not used

(28)

Tick mark not used

(29)

Tick mark not used

(30)

Tick mark not used

(31)

Tick mark not used

(32)

Loan includes interest rate floor of 1.50%.

(33)

Tick mark not used

Below is the financial information for ISLP:

Selected Balance Sheet Information


	As of		As of
	June 30, 2024		December 31, 2023
Investments at fair value (amortized cost of $688,611 and $721,252, respectively)	$	655,871	$	709,846
Cash and cash equivalents		12,177		9,006
Foreign cash (cost of $14,985 and $22,237, respectively)		14,950		22,528
Collateral on foreign currency exchange contracts		14		4,383
Deferred financing costs (net of accumulated amortization of $2,531 and $2,026, respectively)		2,649		3,154
Interest receivable on investments		13,217		11,244
Total assets	$	698,878	$	760,161

Debt	$	282,524	$	320,491
Subordinated notes payable to members		299,449		301,426
Interest payable on debt		5,076		5,841
Interest payable on subordinated notes		20,156		18,501
Unrealized depreciation on forward currency exchange contracts		4,098		6,052
Distributions payable		2,824		3,931
Accounts payable and accrued expenses		316		900
Total liabilities	$	614,443	$	657,142
Members’ equity		84,435		103,019
Total liabilities and members’ equity	$	698,878	$	760,161

Selected Statements of Operations Information


	For the Three Months Ended						For the Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Investment income
Interest income	$	19,986		$	17,980		$	41,437		$	35,349
Total investment income		19,986			17,980			41,437			35,349

Expenses
Interest and debt financing expenses		6,336			6,028			13,066			11,689
Interest expense on members subordinated notes		10,050			8,771			19,842			17,157
General and administrative expenses		776			762			1,607			1,562
Total expenses		17,162			15,561			34,515			30,408
Net investment income		2,824			2,419			6,922			4,941

Net realized and unrealized gains (losses)
Net realized loss on investments		(8,341	)		(1,125	)		(8,329	)		(3,157	)
Net realized gain (loss) on foreign currency transactions		7,881			(374	)		7,873			(1,567	)
Net realized gain on forward currency exchange contracts		998			145			844			18
Net change in unrealized appreciation on foreign currency translation		(6,941	)		(5,178	)		406			(7,585	)
Net change in unrealized appreciation on forward currency exchange contracts		(1,292	)		(429	)		1,954			(1,282	)
Net change in unrealized appreciation on investments		(10,241	)		8,886			(21,333	)		19,021
Net gain (loss) on investments		(17,936	)		1,925			(18,585	)		5,448
Net increase (decrease) in members’ equity resulting from operations	$	(15,112	)	$	4,344		$	(11,663	)	$	10,389

Bain Capital Senior Loan Program, LLC (“SLP”)

On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, SLP. Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. Amberstone’s initial capital commitments to SLP are $179.0 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Through these capital contributions, SLP acquired 70% of the membership equity interests of the Company’s 2018‑1 portfolio (“2018‑1”). The Company retained 30% of the 2018‑1 membership equity interests as a non-controlling equity interest. As of June 30, 2024, the Company’s investment in SLP consisted of subordinated notes of 146.5 million, preferred equity interests of ($1.6) million and equity interests of ($0.1) million. As of December 31, 2023, the Company’s investment in SLP consisted of subordinated notes of $116.0 million, preferred equity interests of ($1.8) million and equity interests of ($0.4) million.

In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to SLP. Since inception, the Company has sold $1,276.5 million of its investments to SLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.

The Company has determined that SLP is an investment company under ASC, Topic 946, Financial Services—Investment Companies; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members. The Company measures the fair value of SLP in accordance with ASC Subtopic 820, Fair Value Measurements and Disclosures, using the net asset value (or its equivalent) as a practical expedient. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.

On March 7, 2022, SLP acquired 70% of the Company’s membership interests in BCC Middle Market CLO 2018‑1 LLC (the “2018‑1 Issuer”). The Company received $56.1 million in proceeds resulting in a realized gain of $1.2 million, which is included in net realized gain in non-controlled/non-affiliate investments. The sale of the investments met the criteria set forth in ASC 860, Transfers

and Servicing for treatment as a sale. Through this acquisition, the 2018‑1 Issuer became a consolidated subsidiary of SLP and was deconsolidated from the Company’s consolidated financial statements. The Company retained the remaining 30% of the 2018‑1 membership interests as a non-controlling equity interest. Please see Note 6 for additional details on the formation of the 2018‑1 Issuer and the related CLO Transaction.

On June 15, 2023, the Company entered into a First Supplemental Indenture (“2018-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2018-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.

On March 13, 2024, SLP refinanced the 2018-1 Issuer through a private placement of $500 million of senior secured and senior deferrable notes consisting of (i) $290.0 million of Class A-1-R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 2.25% per annum; (ii) $20.0 million of Class A‑J‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.70% per annum; (iii) $30.0 million of Class A-2-R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.90% per annum; (iv) $40.0 million of Class B-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.90% per annum; (v) $30.0 million of Class C-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 5.90% per annum; and (vi) $30.0 million of Class D-R Junior Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 8.32% per annum (collectively, the “2018‑1 CLO Reset Notes”). The membership interests are eliminated in consolidation on SLP’s consolidated financial statements. The 2018‑1 CLO Reset Notes are scheduled to mature on April 20, 2036 and the reinvestment period ends April 20, 2028. The transaction resulted in a realized loss on the extinguishment of debt of $1.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2018-1 Issuer under the 2018-1 CLO Transaction are non-recourse to the Company.

As part of the refinancing transaction, SLP bought the Company's membership interests of the 2018-1 Issuer for $22.4 million, making SLP the sole owner of the membership interests.

Below is a table summary of the 2018‑1 CLO Reset Notes as of June 30, 2024:


						Interest rate at
2018-1 Notes	Principal Amount		Spread above Index			June 30, 2024
Class A-1-R	$	290,000		2.25	% + 3 Month SOFR		7.52	%
Class A-J-R		20,000		2.70	% + 3 Month SOFR		7.97	%
Class A-2-R		30,000		2.90	% + 3 Month SOFR		8.17	%
Class B-R		40,000		3.90	% + 3 Month SOFR		9.17	%
Class C-R		30,000		5.90	% + 3 Month SOFR		11.17	%
Class D-R		30,000		8.32	% + 3 Month SOFR		13.59	%
Membership Interests		60,000	Non-interest bearing			Not applicable
Total 2018-1 Notes	$	500,000

On August 24, 2022, SLP, through a wholly-owned subsidiary, entered into a $225.0 million senior secured revolving credit facility which bore interest at SOFR plus 210 basis points with Wells Fargo, subject to leverage and borrowing base restrictions (the “MM_22_2 Credit Facility”). The maturity date of the MM_22_2 Credit Facility was August 24, 2025. On August 9, 2023, the MM_22_2 Credit Facility was terminated.

On August 9, 2023, (the “2023-1 Closing Date”), SLP, through BCC Middle Market CLO 2023‑1 LLC (the “2023‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $400.0 million term debt securitization (the “2023-1 CLO Transaction”). The Class A, B-1, B-2, C, D, and E 2023-1 notes issued in connection with the 2023-1 CLO Transaction (the “2023-1 Notes”) are secured by a diversified portfolio of the 2023-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2023-1 Portfolio”). At the 2023-1 Closing Date, the 2023-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2023-1 CLO Transaction.

The 2023‑1 Notes are scheduled to mature on July 20, 2035 and are included in SLP’s consolidated financial statements. The membership interests are eliminated in consolidation on SLP’s consolidated financial statements. Below is a table summary of the 2023-1 Notes as of June 30, 2024


						Interest rate at
2023-1 Debt	Principal Amount		Spread above Index			June 30, 2024
Class A Notes	$	234,000		2.55	% + SOFR		7.87	%
Class B-1 Notes		29,000		3.80	% + SOFR		9.12	%
Class B-2 Notes		9,000		7.50	%		7.50	%
Class C Notes		32,000		4.55	% + SOFR		9.87	%
Class D Notes		24,000		6.65	% + SOFR		11.97	%
Class E Notes		24,000		9.84	% + SOFR		15.16	%
Total 2023-1 Notes		352,000
Membership Interests		45,636	Non-interest bearing			Not applicable
Total	$	397,636

On September 27, 2023, SLP, through a wholly-owned subsidiary, entered into a $140.0 million senior secured revolving credit facility which bears interest at SOFR plus 285 basis points with NatWest Markets PLC, subject to leverage and borrowing base restrictions (the “MM_23_3 Credit Facility”). The maturity date of the MM_23_3 Credit Facility is September 27, 2027. With an effective rate of 8.2% per annum, as of June 30, 2024, the MM_23_3 Credit Facility had $90.9 million of outstanding debt under the credit facility. With an effective rate of 8.2% per annum, as of December 31, 2023, the MM_23_3 Credit Facility had $97.9 million of outstanding debt under the credit facility.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding as of June 30, 2024 was 8.5%. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the year ended December 31, 2023 was 7.7%.

Below is a summary of SLP’s portfolio at fair value:


	As of			As of
	June 30, 2024			December 31, 2023
Total investments	$	983,416		$	879,930
Weighted average yield on investments		12.0	%		12.1	%
Number of borrowers in SLP		72			62
Largest portfolio company investment	$	32,452		$	32,283
Total of five largest portfolio company investments	$	156,484		$	151,954
Unfunded commitments	$	3,671		$	3,734

Below is a listing of SLP’s individual investments as of June 30, 2024:

Senior Loan Program, LLC

Consolidated Schedule of Investments

As of June 30, 2024


						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Aerospace & Defense
Forward Slope (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		7.10	%		12.18	%	8/22/2029	$	18,609		18,609		18,609
Forward Slope (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.85	%		12.18	%	8/22/2029	$	11,188		11,000		11,188
GSP Holdings, LLC (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		5.90	%		11.23	%	11/6/2025	$	25,280		24,450		24,521
Kellstrom Commercial Aerospace, Inc. (12)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.01% (0.25% PIK)				11.56	%	7/1/2025	$	9,472		9,286		9,330
Robinson Helicopter (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.60	%		11.94	%	6/30/2028	$	30,740		30,434		30,740
Saturn Purchaser Corp. (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		5.35	%		10.69	%	7/23/2029	$	31,277		31,199		31,277
Whitcraft-Paradigm (15)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.33	%	2/15/2029	$	9,875		9,795		9,875
Aerospace & Defense Total												$	134,773	$	135,540		2184.0	%

Automotive
Cardo (12)(18)(19)	First Lien Senior Secured Loan	SOFR		5.25	%		10.57	%	5/12/2028	$	10,800		10,800		10,800
Gills Point S (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.08	%	5/17/2029	$	9,900		9,900		9,900
Intoxalock (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.10	%		10.44	%	11/1/2028	$	17,013		16,883		17,013
JHCC Holdings, LLC (15)(19)(34)(35)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.25	%		10.58	%	9/9/2027	$	8,206		8,156		8,206
JHCC Holdings, LLC (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.58	%	9/9/2027	$	16,364		16,269		16,364
Automotive Total												$	62,008	$	62,283		1003.6	%

Banking, Finance, Insurance & Real Estate
Morrow Sodali Global LLC (12)(18)(19)	First Lien Senior Secured Loan	SOFR		5.60	%		10.94	%	4/25/2028	$	2,207		2,185		2,185
Morrow Sodali Global LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.73	%		11.07	%	4/25/2028	$	7,800		7,724		7,800
Banking, Finance, Insurance & Real Estate Total												$	9,909	$	9,985		160.9	%

Capital Equipment
AXH Air Coolers (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.75	%		12.06	%	10/31/2029	$	23,828		23,696		23,828
DiversiTech (12)(17)	First Lien Senior Secured Loan	SOFR		4.01	%		9.35	%	12/22/2028	$	1,989		1,993		1,993
Capital Equipment Total												$	25,689	$	25,821		416.1	%

Chemicals, Plastics & Rubber
INEOS US Petrochem (12)(18)	First Lien Senior Secured Loan	SOFR		3.85	%		9.19	%	3/14/2030	$	1,990		1,992		1,992
Prince\Ferro (12)(17)	First Lien Senior Secured Loan	SOFR		4.25	%		9.71	%	4/23/2029	$	1,990		1,975		1,975
V Global Holdings LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.90	%		11.22	%	12/22/2027	$	20,013		19,931		19,062
Chemicals, Plastics & Rubber Total												$	23,898	$	23,029		371.1	%

Construction & Building
Service Master (18)(19)(26)(34)	First Lien Senior Secured Loan	SOFR	5.86% (1.00% PIK)				12.21	%	8/16/2027	$	9,937		9,937		9,937
Construction & Building Total												$	9,937	$	9,937		160.1	%


						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Consumer Goods: Durable
New Milani Group LLC (12)(15)(19)(35)	First Lien Senior Secured Loan	SOFR		5.50	%		10.93	%	6/6/2026	$	9,869		9,869		9,869
Stanton Carpet (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.15	%		14.46	%	3/31/2028	$	5,000		4,935		5,000
TLC Purchaser, Inc. (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		5.76	%		11.09	%	10/13/2025	$	27,078		26,243		26,536
Consumer Goods: Durable Total												$	41,047	$	41,405		667.2	%

Consumer Goods: Non-Durable
Evriholder (12)(19)(32)(35)	First Lien Senior Secured Loan	SOFR		6.90	%		12.23	%	1/24/2028	$	16,139		15,981		16,058
FL Hawk Intermediate Holdings, Inc. (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.01	%		14.35	%	8/19/2028	$	5,004		5,004		5,004
RoC Skincare (12)(15)(19)(35)	First Lien Senior Secured Loan	SOFR		6.00	%		11.33	%	2/21/2031	$	16,209		15,971		16,209
Solaray, LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.60	%		11.93	%	12/15/2025	$	9,944		9,944		9,571
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.65	%		10.98	%	3/26/2027	$	6,428		6,428		6,428
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.40	%		10.73	%	3/26/2027	$	6,221		6,221		6,221
Consumer Goods: Non-Durable Total												$	59,549	$	59,491		958.6	%

Consumer Goods: Wholesale
WSP (15)(19)	First Lien Senior Secured Loan	SOFR		1.00	%		6.48	%	4/27/2028	$	3,171		3,141		2,600
WSP (7)(14)(18)(19)(26)	First Lien Senior Secured Loan	—	8.00% PIK				8.00	%	4/27/2028	$	1,998		1,978		959
Consumer Goods: Wholesale Total												$	5,119	$	3,559		57.3	%

Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		6.26	%		11.59	%	12/29/2027	$	22,702		22,548		22,475
Iris Holding, Inc. (12)(17)(34)	First Lien Senior Secured Loan	SOFR		4.75	%		10.18	%	6/28/2028	$	9,825		9,498		9,285
Containers, Packaging & Glass Total												$	32,046	$	31,760		511.8	%

Energy: Electricity
WCI Gigawatt Purchaser (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.76	%		11.09	%	11/19/2027	$	20,357		20,151		20,255
WCI Gigawatt Purchaser (15)(19)(35)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.76	%		11.09	%	11/19/2027	$	4,723		4,650		4,700
WCI Gigawatt Purchaser (15)(19)(35)	First Lien Senior Secured Loan	SOFR		6.26	%		11.59	%	11/19/2027	$	3,414		3,414		3,414
Energy: Electricity Total												$	28,215	$	28,369		457.1	%

FIRE: Finance
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.00	%		10.34	%	12/23/2027	$	2,106		2,106		2,106
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.00	%		10.34	%	12/23/2027	$	8,302		8,302		8,302
Congress Wealth (15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.60	%		11.93	%	6/30/2029	$	4,696		4,696		4,696
Hudson River Trading (12)(18)	First Lien Senior Secured Loan	SOFR		3.11	%		8.46	%	3/20/2028	$	2,985		2,969		2,969
Insigneo Financial Group LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.60	%		11.93	%	8/1/2028	$	7,400		7,400		7,400
Insigneo Financial Group LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.60	%		11.75	%	8/1/2028	$	3,825		3,825		3,825
FIRE: Finance Total												$	29,298	$	29,298		472.1	%

FIRE: Insurance
Asurion LLC (12)(18)	First Lien Senior Secured Loan	SOFR		4.10	%		9.44	%	8/19/2028	$	1,990		1,968		1,968
Margaux Acquisition Inc. (16)(19)(34)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.65	%		10.95	%	12/19/2025	$	8,965		8,965		8,965
Margaux Acquisition Inc. (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.65	%		10.95	%	12/19/2025	$	11,195		11,195		11,195
Simplicity (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.40	%		11.73	%	12/2/2026	$	5,456		5,456		5,456
Simplicity (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.40	%		11.73	%	12/2/2026	$	24,169		23,752		24,169
FIRE: Insurance Total												$	51,336	$	51,753		833.9	%


						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Forest Products & Paper
Multi-Color Corp (12)(17)	First Lien Senior Secured Loan	SOFR		5.10	%		10.44	%	10/29/2028	$	1,990		1,952		1,952
Forest Products & Paper Total												$	1,952	$	1,952		31.5	%

Healthcare & Pharmaceuticals
Apollo Intelligence (12)(16)(19)(35)	First Lien Senior Secured Loan	SOFR		5.75	%		11.07	%	5/31/2028	$	10,611		10,540		10,611
HealthDrive (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.10	%		11.44	%	8/20/2029	$	18,609		18,609		18,609
Pharmacy Partners (12)(19)(32)(34)(35)	First Lien Senior Secured Loan	SOFR		6.50	%		11.84	%	2/28/2029	$	21,945		21,679		21,945
SunMed Group Holdings, LLC (12)(16)(19)	First Lien Senior Secured Loan	SOFR		5.60	%		10.93	%	6/16/2028	$	9,484		9,484		9,484
Healthcare & Pharmaceuticals Total												$	60,312	$	60,649		977.3	%

High Tech Industries
AMI US Holdings Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—			—			10/1/2026	$	—		—		—
AMI US Holdings Inc. (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.35	%		10.69	%	10/1/2026	$	2,584		2,584		2,584
AMI US Holdings Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—			—			10/1/2026	$	—		—		—
AMI US Holdings Inc. (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.35	%		10.69	%	10/1/2026	$	5,594		5,594		5,594
Applitools (16)(19)(26)	First Lien Senior Secured Loan	SOFR	6.25% PIK				11.59	%	5/25/2029	$	11,664		11,584		11,489
Element Buyer, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.10	%		11.44	%	7/19/2026	$	7,480		7,480		7,480
Element Buyer, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan - Delayed Draw	SOFR		6.10	%		11.44	%	7/19/2026	$	10,795		10,795		10,795
E-Tech Group (12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		5.50	%		10.84	%	4/9/2030	$	4,500		4,455		4,455
Gainwell Acquisition (12)(15)	First Lien Senior Secured Loan	SOFR		4.10	%		9.43	%	10/1/2027	$	2,985		2,864		2,897
NearMap (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		7.25	%		12.58	%	12/9/2029	$	16,247		16,086		16,247
Proofpoint (12)(17)	First Lien Senior Secured Loan	SOFR		3.00	%		8.32	%	8/31/2028	$	1,995		2,000		2,000
SensorTower (12)(19)(31)	First Lien Senior Secured Loan	SOFR		7.50	%		12.84	%	3/15/2029	$	4,090		4,029		4,029
Superna Inc. (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.50	%		11.83	%	3/6/2028	$	33,284		32,974		32,452
High Tech Industries Total												$	100,445	$	100,022		1611.7	%

Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (12)(18)(19)	Second Lien Senior Secured Loan	SOFR		7.61	%		12.96	%	2/1/2027	$	6,000		5,750		5,700
Concert Golf Partners Holdco (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		4.85	%		10.23	%	4/1/2030	$	20,384		20,094		20,384
Pyramid Global Hospitality (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.33	%	1/19/2028	$	15,800		15,481		15,800
Hotel, Gaming & Leisure Total												$	41,325	$	41,884		674.9	%

Media: Diversified & Production
Internet Brands (12)(17)	First Lien Senior Secured Loan	SOFR		4.25	%		9.59	%	5/3/2028	$	2,985		2,974		2,974
Media: Diversified & Production Total												$	2,974	$	2,974		47.9	%

Retail
New Look (Delaware) Corporation (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.65	%		10.98	%	5/26/2028	$	9,506		9,217		9,411
Petco (12)(17)	First Lien Senior Secured Loan	SOFR		3.51	%		8.85	%	3/3/2028	$	2,000		1,857		1,857
Thrasio, LLC (18)(19)(26)	First Lien Senior Secured Loan	SOFR	10.00% PIK				15.45	%	6/18/2029	$	3,191		3,191		3,191
Thrasio, LLC (18)(19)(26)	First Lien Senior Secured Loan	SOFR	10.00% PIK				15.45	%	6/18/2029	$	1,040		1,040		1,040
Thrasio, LLC (14)(19)	Equity Interest	—	—			—			—		52		5,369		2,366
Thrasio, LLC (14)(19)	Equity Interest	—	—			—			—		6		597		264
Thrasio, LLC (14)(19)	Equity Interest	—	—			—			—		4,098		—		—
Retail Total												$	21,271	$	18,129		292.1	%


						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Services: Business
Avalon Acquiror, Inc. (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.25	%		11.58	%	3/10/2028	$	32,218		31,999		32,218
Discovery Senior Living (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		11.09	%	3/18/2030	$	9,975		9,855		9,925
Smartronix (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.10	%		11.33	%	11/23/2028	$	12,870		12,702		12,870
Smartronix (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.35	%		11.58	%	11/23/2028	$	5,736		5,736		5,736
Smartronix (15)(19)(35)	First Lien Senior Secured Loan	SOFR		6.35	%		11.58	%	11/23/2028	$	8,706		8,511		8,706
Services: Business Total												$	68,803	$	69,455		1119.2	%

Services: Consumer
Ancestry.com Inc. (12)(17)	First Lien Senior Secured Loan	SOFR		3.25	%		8.69	%	12/6/2027	$	744		725		725
Eagle Parent Corp (12)(17)(19)	First Lien Senior Secured Loan	SOFR		4.25	%		9.58	%	4/2/2029	$	3,293		3,285		3,210
MZR Buyer, LLC (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.85	%		12.19	%	12/22/2026	$	27,371		27,321		26,550
Services: Consumer Total												$	31,331	$	30,485		491.2	%

Telecommunications
Meriplex Communications, Ltd. (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.00	%		10.44	%	7/17/2028	$	14,883		14,720		14,660
Taoglas (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		7.25	%		12.58	%	2/28/2029	$	18,559		18,290		17,909
Telecommunications Total												$	33,010	$	32,569		524.8	%

Transportation: Cargo
A&R Logistics, Inc. (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.40	%		11.70	%	8/3/2026	$	29,077		29,077		28,786
Gulf Winds International (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		7.60	%		12.94	%	12/16/2028	$	14,159		13,897		14,159
Gulf Winds International (12)(15)(19)	First Lien Senior Secured Loan	SOFR		7.60	%		12.94	%	12/16/2028	$	7,481		7,407		7,481
RoadOne (15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.25	%		11.59	%	12/29/2028	$	6,934		6,773		6,934
RoadOne (3)(18)(19)(34)	First Lien Senior Secured Loan - Delayed Draw	SOFR		6.25	%		11.59	%	12/29/2028	$	1,065		1,063		1,063
Transportation: Cargo Total												$	58,217	$	58,423		941.4	%

Transportation: Consumer
PrimeFlight Acquisition LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.83	%	5/1/2029	$	6,571		6,571		6,571
PrimeFlight Acquisition LLC (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.85	%		12.18	%	5/1/2029	$	23,001		22,506		23,001
Transportation: Consumer Total												$	29,077	$	29,572		476.4	%

Wholesale
Abracon Group Holding, LLC. (16)(19)(34)	First Lien Senior Secured Loan	SOFR		6.15	%		11.48	%	7/6/2028	$	11,790		11,629		10,523
Hultec (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.65	%		11.98	%	3/31/2029	$	6,417		6,255		6,289
SureWerx (16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.58	%	12/28/2029	$	8,260		8,094		8,260
Wholesale Total												$	25,978	$	25,072		404.0	%

Total												$	987,519	$	983,416		15846.2	%

(1)

The investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over SOFR and the current weighted average interest rate in effect at June 30, 2024. Certain investments are subject to a SOFR interest rate floor.

(2)

Tick mark not used

(3)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4)

Percentages are based on SLP's net assets (in thousands) of $(6,206) as of June 30, 2024.

(5)

Tick mark not used

(6)

Tick mark not used

(7)

Loan was on non-accrual status as of June 30, 2024.

(8)

Tick mark not used

(9)

(10)

Tick mark not used

(11)

Tick mark not used

(12)

Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer.

(13)

Tick mark not used

(14)

Non-income producing

(15)

Loan includes interest rate floor of 1.00%.

(16)

Loan includes interest rate floor of 0.75%.

(17)

Loan includes interest rate floor of 0.50%.

(18)

Loan includes interest rate floor of 0.00%.

(19)

Security valued using unobservable inputs (Level 3).

(20)

Tick mark not used

(21)

Tick mark not used

(22)

Tick mark not used

(23)

Tick mark not used

(24)

Tick mark not used

(25)

Tick mark not used

(26)

Denotes that all or a portion of the debt investment includes PIK interest during the period.

(27)

Tick mark not used

(28)

Tick mark not used

(29)

Tick mark not used

(30)

Tick mark not used

(31)

Loan includes interest rate floor of 2.00%

(32)

Loan includes interest rate floor of 1.50%.

(33)

Tick mark not used

(34)

Assets or a portion thereof are pledged as collateral for the 2023-1 Issuer.

(35)

Assets or a portion thereof are pledged as collateral for the MM_23_3 Credit Facility.

Below is a listing of SLP's individual investments as of December 31, 2023:

Senior Loan Program, LLC

Consolidated Schedule of Investments

As of December 31, 2023


						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Aerospace & Defense
Forward Slope (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.85	%		12.20	%	8/22/2029	$	18,703		18,703		18,235
Robinson Helicopter (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.60	%		11.96	%	6/30/2028	$	31,582		31,229		31,582
Saturn Purchaser Corp. (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		5.60	%		11.01	%	7/23/2029	$	21,142		21,050		21,142
Whitcraft-Paradigm (15)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.35	%	2/15/2029	$	9,925		9,836		9,925
Aerospace & Defense Total												$	80,818	$	80,884		529.7	%

Automotive
Cardo (12)(18)(19)	First Lien Senior Secured Loan	SOFR		5.15	%		10.54	%	5/12/2028	$	10,800		10,800		10,800
Gills Point S (15)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.38	%	5/17/2029	$	9,950		9,950		9,950
Intoxalock (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.50	%		11.96	%	11/1/2028	$	17,099		16,953		17,099
JHCC Holdings, LLC (19)(34)(35)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.25	%		10.75	%	9/9/2025	$	8,248		8,177		8,248
JHCC Holdings, LLC (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.75	%	9/9/2025	$	16,488		16,352		16,488
Automotive Total												$	62,232	$	62,585		409.9	%

Banking, Finance, Insurance & Real Estate
Morrow Sodali Global LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.63	%		11.09	%	4/25/2028	$	7,840		7,752		7,761
Banking, Finance, Insurance & Real Estate Total												$	7,752	$	7,761		50.8	%

Chemicals, Plastics & Rubber
Hultec (15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.40	%		11.79	%	3/31/2029	$	6,450		6,273		6,257
V Global Holdings LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		6.00	%		11.43	%	12/22/2027	$	20,115		20,021		19,461
Chemicals, Plastics & Rubber Total												$	26,294	$	25,718		168.4	%

Construction & Building
AXH Air Coolers (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.75	%		12.19	%	10/31/2029	$	18,750		18,563		18,563
Service Master (15)(19)(26)(34)	First Lien Senior Secured Loan	SOFR	6.11% (1.00% PIK)				12.47	%	8/16/2027	$	9,965		9,965		9,965
YLG Holdings, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.10	%		10.48	%	10/31/2025	$	20,349		20,349		20,348
Construction & Building Total												$	48,877	$	48,876		320.1	%

Consumer Goods: Durable
New Milani Group LLC (15)(19)(35)	First Lien Senior Secured Loan	SOFR		5.50	%		10.96	%	6/6/2024	$	9,921		9,921		9,921
Stanton Carpet (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.15	%		14.56	%	3/31/2028	$	5,000		4,928		5,000
TLC Purchaser, Inc. (12)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	2.26% (6.25% PIK)				14.15	%	10/13/2025	$	10,521		9,964		9,863
Consumer Goods: Durable Total												$	24,813	$	24,784		162.3	%

Consumer Goods: Non-Durable
FL Hawk Intermediate Holdings, Inc. (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.26	%		14.61	%	8/19/2028	$	5,004		5,004		5,004
RoC Opco LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		7.60	%		12.95	%	2/25/2025	$	8,663		8,663		8,663
Solaray, LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.60	%		11.97	%	12/15/2025	$	10,524		10,524		10,024
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.65	%		11.00	%	3/26/2026	$	6,461		6,461		6,363
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.65	%		11.00	%	3/26/2026	$	6,254		6,254		6,160
Consumer Goods: Non-Durable Total												$	36,906	$	36,214		237.2	%


						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Consumer Goods: Wholesale
WSP (12)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.40% (0.75% PIK)				12.53	%	4/27/2027	$	5,627		5,564		4,840
Consumer Goods: Wholesale Total												$	5,564	$	4,840		31.7	%

Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		6.26	%		11.64	%	12/29/2027	$	22,819		22,641		22,020
Iris Holding, Inc. (17)(34)	First Lien Senior Secured Loan	SOFR		4.75	%		10.23	%	6/28/2028	$	9,875		9,505		9,150
Containers, Packaging & Glass Total												$	32,146	$	31,170		204.1	%

FIRE: Finance
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.50	%		10.96	%	12/23/2026	$	2,112		2,112		2,090
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.96	%	12/23/2026	$	8,345		8,345		8,261
Congress Wealth (18)(19)(34)	First Lien Senior Secured Loan	SOFR		6.85	%		12.20	%	6/30/2029	$	4,719		4,719		4,719
FIRE: Finance Total												$	15,176	$	15,070		98.7	%

FIRE: Insurance
Margaux Acquisition Inc. (16)(19)(34)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.90	%		11.29	%	12/19/2024	$	9,012		9,012		9,012
Margaux Acquisition Inc. (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.23	%	12/19/2024	$	11,254		11,254		11,254
Simplicity (18)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.40	%		11.75	%	12/2/2026	$	19,900		19,393		19,601
FIRE: Insurance Total												$	39,659	$	39,867		261.1	%

Healthcare & Pharmaceuticals
Apollo Intelligence (12)(18)(19)(35)	First Lien Senior Secured Loan	SOFR		5.75	%		11.12	%	5/31/2028	$	10,665		10,585		10,612
CPS Group Holdings, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.75	%	3/3/2025	$	19,603		19,574		19,603
HealthDrive (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.10	%		11.46	%	8/20/2029	$	18,703		18,703		18,703
SunMed Group Holdings, LLC (12)(16)(19)	First Lien Senior Secured Loan	SOFR		5.60	%		10.96	%	6/16/2028	$	9,533		9,533		9,533
Healthcare & Pharmaceuticals Total												$	58,395	$	58,451		382.8	%

High Tech Industries
AMI US Holdings Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		—			—		4/1/2025	$	—		—		—
AMI US Holdings Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.71	%	4/1/2025	$	2,784		2,784		2,784
AMI US Holdings Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		—			—		4/1/2025	$	—		—		—
AMI US Holdings Inc. (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.71	%	4/1/2025	$	6,026		6,026		6,026
Applitools (19)(32)	First Lien Senior Secured Loan	SOFR		6.25	%		11.61	%	5/25/2029	$	11,003		10,915		10,811
Element Buyer, Inc. (15)(19)(34)	First Lien Senior Secured Loan - Delayed Draw	SOFR		6.00	%		11.46	%	7/19/2026	$	9,974		9,974		9,974
NearMap (18)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		7.25	%		12.61	%	12/9/2029	$	16,247		16,071		16,247
Superna Inc. (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.50	%		11.88	%	3/6/2028	$	33,454		33,100		32,283
Ventiv Holdco, Inc. (12)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	5.60% (1.00% PIK)				11.95	%	9/3/2025	$	9,891		9,891		9,891
High Tech Industries Total												$	88,761	$	88,016		576.5	%


							Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)		Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (12)(18)(19)	Second Lien Senior Secured Loan	SOFR			7.50	%		12.97	%	2/1/2027	$	6,000		5,701		5,610
Concert Golf Partners Holdco (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR			5.50	%		11.25	%	4/2/2029	$	20,488		20,166		20,488
Pyramid Global Hospitality (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR			8.00	%		13.41	%	1/19/2027	$	15,880		15,496		15,880
Saltoun (7)(12)(18)(19)(26)	First Lien Senior Secured Loan		—	13.75% PIK				13.75	%	4/11/2028	$	11,454		11,045		6,071
Hotel, Gaming & Leisure Total													$	52,408	$	48,049		314.7	%

Retail
New Look (Delaware) Corporation (15)(19)(34)	First Lien Senior Secured Loan	SOFR			5.65	%		11.00	%	5/26/2028	$	9,555		9,227		9,316
Thrasio, LLC (7)(12)(15)(19)	First Lien Senior Secured Loan	SOFR			9.26	%		14.61	%	12/18/2026	$	9,085		9,085		3,634
Retail Total													$	18,312	$	12,950		84.8	%

Services: Business
AMCP Clean Acquisition Company, LLC (18)(35)	First Lien Senior Secured Loan	SOFR			4.40	%		9.79	%	7/10/2025	$	8,275		7,744		7,812
AMCP Clean Acquisition Company, LLC (18)(35)	First Lien Senior Secured Loan - Delayed Draw	SOFR			4.40	%		9.79	%	7/10/2025	$	1,647		1,541		1,554
Avalon Acquiror, Inc. (12)(18)(19)(34)(35)	First Lien Senior Secured Loan	SOFR			6.25	%		11.60	%	3/10/2028	$	32,382		32,132		31,492
Refine Intermediate, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR			4.60	%		9.95	%	3/3/2027	$	19,712		19,712		19,712
Smartronix (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR			5.85	%		11.57	%	11/23/2028	$	12,936		12,748		12,807
Smartronix (15)(19)(35)	First Lien Senior Secured Loan	SOFR			6.10	%		11.59	%	11/23/2028	$	8,750		8,532		8,663
TEI Holdings Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR			5.25	%		10.76	%	12/23/2026	$	18,389		18,389		18,389
WCI Gigawatt Purchaser (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR			5.76	%		11.13	%	11/19/2027	$	20,433		20,197		20,229
WCI Gigawatt Purchaser (15)(19)(35)	First Lien Senior Secured Loan - Delayed Draw	SOFR			5.76	%		11.13	%	11/19/2027	$	4,748		4,663		4,700
Services: Business Total													$	125,658	$	125,358		821.0	%

Services: Consumer
Eagle Parent Corp (12)(16)	First Lien Senior Secured Loan	SOFR			4.25	%		9.60	%	4/2/2029	$	3,310		3,301		3,286
MZR Buyer, LLC (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR			6.75	%		12.21	%	12/22/2026	$	27,513		27,453		27,513
Services: Consumer Total													$	30,754	$	30,799		201.7	%

Telecommunications
Meriplex Communications, Ltd. (16)(19)(34)(35)	First Lien Senior Secured Loan	SOFR			5.00	%		10.46	%	7/17/2028	$	14,937		14,753		14,788
Taoglas (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR			7.25	%		12.60	%	2/28/2029	$	18,653		18,354		18,000
Telecommunications Total													$	33,107	$	32,788		214.8	%

Transportation: Cargo
A&R Logistics, Inc. (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR			6.00	%		11.48	%	5/3/2025	$	29,230		29,230		29,084
Grammer Purchaser, Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR			4.85	%		10.21	%	9/30/2024	$	237		237		237
Grammer Purchaser, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR			5.00	%		10.39	%	9/30/2024	$	3,428		3,428		3,428
Gulf Winds International (18)(19)(34)(35)	First Lien Senior Secured Loan	SOFR			7.10	%		12.46	%	12/16/2028	$	14,231		13,938		14,231
Omni Intermediate (15)(19)(34)	First Lien Senior Secured Loan	SOFR			5.15	%		10.54	%	11/23/2026	$	7,159		7,159		7,159
Omni Intermediate (12)(15)(19)	Second Lien Senior Secured Loan	SOFR			9.15	%		14.54	%	12/30/2027	$	5,000		5,000		5,000
RoadOne (19)(34)	First Lien Senior Secured Loan	SOFR			6.25	%		11.72	%	12/29/2028	$	6,969		6,790		6,969
RoadOne (3)(18)(19)(34)	First Lien Senior Secured Loan - Delayed Draw	SOFR			6.25	%		11.72	%	12/29/2028	$	1,071		1,068		1,071
Transportation: Cargo Total													$	66,850	$	67,179		440.0	%

Transportation: Consumer
PrimeFlight Acquisition LLC (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR			6.85	%		12.28	%	5/1/2029	$	19,900		19,351		19,900
Transportation: Consumer Total													$	19,351	$	19,900		130.3	%

Wholesale
Abracon Group Holding, LLC. (18)(19)(34)	First Lien Senior Secured Loan	SOFR			6.00	%		11.54	%	7/6/2028	$	11,850		11,668		10,369
SureWerx (18)(19)(34)	First Lien Senior Secured Loan	SOFR			6.75	%		12.10	%	12/28/2029	$	8,302		8,120		8,302
Wholesale Total													$	19,788	$	18,671		122.3	%

Total													$	893,621	$	879,930		5762.9	%

(1)

The investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over SOFR and the current weighted average interest rate in effect at December 31, 2023. Certain investments are subject to a SOFR interest rate floor.

(2)

Tick mark not used

(3)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4)

Percentages are based on SLP's net assets (in thousands) of $15,269 as of December 31, 2023.

(5)

Tick mark not used

(6)

Tick mark not used

(7)

Loan was on non-accrual status as of December 31, 2023.

(8)

Tick mark not used

(9)

(10)

Tick mark not used

(11)

Tick mark not used

(12)

Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer.

(13)

Tick mark not used

(14)

Tick mark not used

(15)

Loan includes interest rate floor of 1.00%.

(16)

Loan includes interest rate floor of 0.75%.

(17)

Loan includes interest rate floor of 0.50%.

(18)

Loan includes interest rate floor of 0.00%.

(19)

Security valued using unobservable inputs (Level 3).

(20)

Tick mark not used

(21)

Tick mark not used

(22)

Tick mark not used

(23)

Tick mark not used

(24)

Tick mark not used

(25)

Tick mark not used

(26)

Denotes that all or a portion of the debt investment includes PIK interest during the period.

(27)

Tick mark not used

(28)

Tick mark not used

(29)

Tick mark not used

(30)

Tick mark not used

(31)

Tick mark not used

(32)

Loan includes interest rate floor of 1.50%.

(33)

Tick mark not used

(34)

Assets or a portion thereof are pledged as collateral for the 2023-1 Issuer.

(35)

Assets or a portion thereof are pledged as collateral for the MM_23_3 Credit Facility.

Below is the financial information for SLP:

Selected Balance Sheet Information


	As of			As of
	June 30, 2024			December 31, 2023
Investments at fair value (amortized cost of $987,519 and $893,621, respectively)	$	983,416		$	879,930
Cash		16,683			10,303
Restricted cash and cash equivalents		158,922			89,516
Prepaid expenses		4,483			4,718
Deferred financing costs (net of accumulated amortization of $133 and $46, respectively)		567			654
Interest receivable on investments		8,695			6,808
Receivable for capital call		40,000			—
Total assets	$	1,212,766		$	991,929

Interest payable on debt	$	19,040		$	18,669
Interest payable on subordinated notes		6,144			5,929
Debt (net of unamortized debt issuance costs of $4,717 and $4,628, respectively)		878,183			713,494
Subordinated notes payable to members		293,000			232,000
Distributions payable		4,798			5,068
Payable for investments purchased		16,310			—
Accounts payable and accrued expenses		1,497			1,500
Total liabilities	$	1,218,972		$	976,660
Members’ deficit		(6,206	)		(7,211	)
Noncontrolling interests		—			22,480
Total members' equity (deficit)	$	(6,206	)	$	15,269
Total liabilities and members’ equity	$	1,212,766		$	991,929

Selected Statement of Operations Information


	For the Three Months Ended						For the Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Investment income
Interest income	$	31,775		$	21,132		$	58,439		$	37,656
Total investment income		31,775			21,132			58,439			37,656

Expenses
Interest and debt financing expenses		19,364			9,264			35,461			16,856
Interest expense on members' subordinated notes		6,144			4,681			12,042			7,467
Professional fees and other expenses		1,587			971			3,064			1,732
Total expenses		27,095			14,916			50,567			26,055
Net investment income		4,680			6,216			7,872			11,601

Net realized and unrealized gains (losses)
Net realized gain (loss) on investments		(8,447	)		26			(7,781	)		73
Net realized loss on extinguishment of debt		—			—			(1,139	)
Net change in unrealized appreciation on investments		12,914			(2,976	)		9,592			(3,375	)
Net gain (loss) on investments		4,467			(2,950	)		672			(3,302	)
Net increase from operations		9,147			3,266			8,544			8,299
Less: net increase (decrease) attributable to noncontrolling interests		—			(933	)		66			(2,462	)
Net increase in members' capital from operations	$	9,147		$	2,333		$	8,610		$	5,837

Note 4. Fair Value Measurements

Fair Value Disclosures

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of June 30, 2024, according to the fair value hierarchy:


	Fair Value Measurements
		Level 1			Level 2				Level 3			Measured at Net Asset Value (2)				Total
Investments:
First Lien Senior Secured Loan	$	—		$		48,051		$		1,363,343	$	—			$		1,411,394
Second Lien Senior Secured Loan		—			—					59,500		—					59,500
Subordinated Debt		—			—					46,690		—					46,690
Preferred Equity		—			—					122,971		—					122,971
Equity Interest		—			—					206,186		—					206,186
Warrants		—			—				—			—					0
Subordinated Note Investment Vehicles (1)		—			—					337,224		—					337,224
Preferred Equity Interest Investment Vehicles (1)		—			—				—				(1,598	)			(1,598	)
Equity Interest Investment Vehicles (1)		—			—				—				55,124				55,124
Total Investments	$	—		$		48,051		$		2,135,914	$		53,526		$		2,237,491
Cash equivalents	$		70,162	$	—			$	—		$	—			$		70,162
Forward currency exchange contracts (asset)	$	—		$		651		$	—		$	—			$		651
Forward currency exchange contracts (liability)	$	—		$		(1,507	)	$	—		$	—			$		(1,507	)

(1)

Includes debt and equity investment in ISLP and SLP.

(2)

In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our preferred equity and equity investments in ISLP and SLP are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, and have not been classified in the fair value hierarchy.

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2023, according to the fair value hierarchy:


	Fair Value Measurements
									Measured at
									Net Asset
	Level 1		Level 2			Level 3			Value (2)			Total
Investments:
First Lien Senior Secured Loans	$	—	$	21,435		$		1,442,988	$	—		$	1,464,423
Second Lien Senior Secured Loans		—		—				68,439		—			68,439
Subordinated Debt		—		—				45,877		—			45,877
Structured Products		—		—				22,618		—			22,618
Preferred Equity		—		—				104,428		—			104,428
Equity Interests		—		—				221,355		—			221,355
Warrants		—		—				511					511
Subordinated Notes in Investment Vehicles (1)		—		—				306,724		—			306,724
Preferred Equity Interests in Investment Vehicles (1)		—		—			—			(1,793	)		(1,793	)
Equity Interests in Investment Vehicles (1)		—		—			—			65,761			65,761
Total Investments	$	—	$	21,435		$		2,212,940	$	63,968		$	2,298,343
Cash equivalents	$	73,670	$	—		$		—	$	—		$	73,670
Forward currency exchange contracts (liability)	$	—	$	(2,260	)	$		—	$	—		$	(2,260	)

(1)

Includes debt and equity investments in ISLP and SLP

(2)

In accordance with ASC Subtopic 820‑10, Fair Value Measurements and Disclosures, or ASC 820‑10, our equity investment in ISLP and SLP is measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, and have not been classified in the fair value hierarchy.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2024:


	First Lien						Second Lien			Subordinated
	Senior						Senior			Notes in
	Secured			Equity			Secured			Investment		Structured			Preferred		Subordinated						Total
	Loans			Interests			Loans			Vehicles (1)		Products			Equity		Debt			Warrants			Investments
Balance as of January 1, 2024	$	1,442,988		$	221,355		$	68,439		$	306,724	$	22,618		$	104,428	$	45,877		$	511		$	2,212,940
Purchases of investments and other adjustments to cost		567,890			14,207			—			30,500		—			16,994		—			—			629,591
Paid-in-kind interest income		9,628			—			268			—		—			—		1,272			—			11,168
Net accretion of discounts (amortization of premiums)		2,747			—			(66	)		—		—			—		73			—			2,754
Principal repayments and sales of investments		(675,117	)		(18,256	)		(8,774	)		—		(22,414	)		—		—			—			(724,561	)
Net change in unrealized appreciation on investments		20,128			(14,386	)		(381	)		—		1,433			1,549		(532	)		(511	)		7,300
Net realized gain (loss) on investments		(4,921	)		3,266			14			—		(1,637	)		—		—			—			(3,278	)
Balance as of June 30, 2024	$	1,363,343		$	206,186		$	59,500		$	337,224	$	—		$	122,971	$	46,690		$	—		$	2,135,914
Change in unrealized appreciation attributable to investments still held at June 30, 2024	$	11,372		$	(7,722	)	$	(388	)	$	—	$	—		$	1,549	$	(532	)	$	(511	)	$	3,768

(1)

Represents debt investment in ISLP and SLP.

Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the six months ended June 30, 2024, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the six months ended June 30, 2024, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the twelve months ended December 31, 2023:


	First Lien						Second Lien			Subordinated
	Senior						Senior			Notes in
	Secured			Equity			Secured			Investment		Structured			Preferred			Subordinated					Total
	Loans			Interests			Loans			Vehicles (1)		Products			Equity			Debt		Warrants			Investments
Balance as of January 1, 2023	$	1,554,258		$	210,689		$	93,950		$	237,974	$	22,763		$	80,945		$	43,922	$	524		$	2,245,025
Purchases of investments and other adjustments to cost		691,211			19,868			—			68,750		—			40,331			—		—			820,160
Paid-in-kind interest		20,521			—			272			—		—			—			1,516		—			22,309
Net accretion of discounts (amortization of premiums)		4,288			—			327			—		—			—			131		—			4,746
Principal repayments and sales of investments		(815,383	)		(3,347	)		(28,157	)		—		—			(29,677	)		—		—			(876,564	)
Net change in unrealized appreciation on investments		36,970			(6,648	)		2,861			—		(145	)		(6,177	)		308		(13	)		27,156
Net realized gains (losses) on investments		(56,396	)		793			(814	)		—		—			19,006			—		—			(37,411	)
Transfers to Level 3		7,519			—			—			—		—			—			—		—			7,519
Balance as of December 31, 2023	$	1,442,988		$	221,355		$	68,439		$	306,724	$	22,618		$	104,428		$	45,877	$	511		$	2,212,940
Change in unrealized appreciation attributable to investments still held at December 31, 2023	$	2,726		$	(5,708	)	$	(456	)	$	—	$	(145	)	$	(6,177	)	$	308	$	112		$	(9,340	)

(1)

Represents debt investment in ISLP and SLP.

Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the twelve months ended December 31, 2023, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the twelve months ended December 31, 2023, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.

Significant Unobservable Inputs

ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of June 30, 2024 were as follows:


	As of June 30, 2024
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	1,131,084	Discounted cash flows	Comparative Yields		7.9	%	—	33.4	%	(12.4%)
First Lien Senior Secured Loans		71,581	Comparable company multiple	EBITDA Multiple		0.7	x	—	18.0	x	(12.4)
First Lien Senior Secured Loans		10,175	Discounted cash flows	Discount Rate					16.7	%
First Lien Senior Secured Loans		10,635	Collateral coverage	Recovery Rate					100.0	%
Second Lien Senior Secured Loans		59,500	Discounted cash flows	Comparative Yields		13.8	%	—	36.7	%	(16.1%)
Subordinated Notes in Investment Vehicles		337,224	Collateral coverage	Recovery Rate					100.0	%
Subordinated Debt		46,690	Discounted cash flows	Comparative Yields		12.1	%	—	15.0	%	(14.7%)
Equity Interests		125,567	Discounted cash flows	Discount Rate		13.4	%	—	16.7	%	(15.2%)
Equity Interests		67,267	Comparable company multiple	EBITDA Multiple		0.7	x	—	24.8	x	(11.6x)
Preferred equity		63,010	Comparable company multiple	EBITDA Multiple		4.3	x	—	35.1	x	(11.0x)
Preferred equity		4,803	Discounted cash flows	Comparative Yields					13.1	%
Total investments	$	1,927,536

(1)

Included within the Level 3 assets of $2,135,914 is an amount of $208,378 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).

(2)

Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of June 30, 2024. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2023 were as follows:


	As of December 31, 2023
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	1,238,070	Discounted cash flows	Comparative Yields		5.9	%	—	22.0	%	(11.8%)
First Lien Senior Secured Loans		66,833	Comparable company multiple	EBITDA Multiple		0.4	x	—	23.0	x	(14.2x)
First Lien Senior Secured Loans		76,044	Comparable company multiple	EBITDA Multiple					7.8	x
				Probably weighting of alternative outcomes		25.0	%	—	75.0	%
First Lien Senior Secured Loans		9,975	Discounted cash flows	Discount Rate					15.2	%
First Lien Senior Secured Loans		11,344	Collateral coverage	Recovery Rate					100.0	%
Second Lien Senior Secured Loans		68,439	Discounted cash flows	Comparative Yields		12.1	%	—	23.5	%	(14.6%)
Subordinated Notes in Investment Vehicles		306,724	Collateral coverage	Recovery Rate					100.0	%
Subordinated Debt		45,877	Discounted cash flows	Comparative Yields		13.3	%	—	14.4	%	(14.3%)
Structured Products		22,618	Discounted cash flows	Comparative Yields					14.5	%
Equity Interests		133,493	Discounted cash flows	Discount Rate		13.4	%	—	16.4	%	(15.4%)
Equity Interests		65,820	Comparable company multiple	EBITDA Multiple		5.5	x	—	24.5	x	(11.7x)
Equity Interests		10,280	Comparable company multiple	EBITDA Multiple					8.0	x
				Probably weighting of alternative outcomes		25.0	%	—	75.0	%
Preferred equity		51,143	Comparable company multiple	EBITDA Multiple		4.6	x	—	23.0	x	(10.5x)
Preferred equity		4,990	Discounted cash flows	Comparative Yields					11.6	%
Preferred equity		6,505	Discounted cash flows	Discount Rate					18.0	%
Warrants		511	Comparable company multiple	EBITDA Multiple		8.0	x	—	23.0	x	(9.8x)
Total investments	$	2,118,666

(1)

Included within the Level 3 assets of $2,212,940 is an amount of $94,274 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).

(2)

Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2023. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/ decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

Debt Not Carried at Fair Value

Fair value is estimated by using market quotations or discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. If the Company’s debt obligations were carried at fair value, the fair value and level would have been as follows:


		As of
	Level	June 30, 2024		December 31, 2023
2019-1 Debt	2	$	352,765	$	343,136
March 2026 Notes	2		282,081		279,596
October 2026 Notes	2		275,261		270,903
Sumitomo Credit Facility	3		227,700		311,000
Total Debt		$	1,137,807	$	1,204,635

Note 5. Related Party Transactions

Investment Advisory Agreement

The Company entered into the first amended and restated investment advisory agreement as of November 14, 2018 (the “Prior Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities. On November 28, 2018, the Board, including a majority of the Independent Directors, approved a second amended and restated advisory agreement (the “Amended Advisory Agreement”) between the Company and BCSF Advisors, LP (“the Advisor”). On February 1, 2019, Shareholders approved the Amended Advisory Agreement which replaced the Prior Advisory Agreement.

Base Management Fee

The Company pays the Advisor a base management fee (the “Base Management Fee”), accrued and payable quarterly in arrears. The Base Management Fee is calculated at an annual rate of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases by the Company during a calendar quarter. The Base Management Fee for any partial quarter will be appropriately prorated. Effective February 1, 2019, the base management fee has been revised to a tiered management fee structure so that the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio down to 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.

For the three months ended June 30, 2024 and 2023, management fees were $8.8 million and $9.1 million, respectively. For the six months ended June 30, 2024 and 2023, management fees were $17.6 million and $18.0 million, respectively. For the three months ended June 30, 2024, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the six months ended June 30, 2024, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the three months ended

June 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the six months ended June 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived.

As of June 30, 2024 and December 31, 2023, $8.8 million and $8.9 million, respectively, remained payable related to the base management fee accrued in base management fee payable on the consolidated statements of assets and liabilities.

Incentive Fee

The incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.

The first part, the Incentive Fee based on income is calculated and payable quarterly in arrears as detailed below.

The second part, the capital gains incentive fee, is determined and payable in arrears as detailed below.

Incentive Fee on Pre-Incentive Fee Net Investment Income

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.

The incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”

Pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to our NAV at the beginning of each applicable calendar quarter for our subscriptions (which shall include all issuances by us of shares of our Common Stock, including issuances pursuant to the Company’s dividend reinvestment plan) and distributions during the applicable calendar quarter.

The quarterly incentive fee based on income is calculated, subject to the Incentive Fee Cap (as defined below), based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the Hurdle Amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” The incentive fee based on income that is paid to the Advisor in respect of a particular calendar quarter will equal the Excess Income Amount less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

The incentive fee based on income for each calendar quarter is determined as follows:

(i)

No incentive fee based on income is payable to the Advisor for any calendar quarter for which there is no Excess Income Amount;

(ii)

100% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Amount, but is less than or equal to an amount, which the Company refers to as the “Catch-up Amount,” determined as the sum of 1.8182% multiplied by our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters; and

(iii)

17.5% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.

Incentive Fee Cap

The incentive fee based on income is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

“Cumulative Net Return” during the relevant Trailing Twelve Quarters means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no incentive fee based on income to the Advisor in respect of that quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the Incentive Fee Cap in respect of such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

For the three months ended June 30, 2024 and 2023, the Company incurred $7.9 million and $4.0 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations.

For the six months ended June 30, 2024 and 2023, the Company incurred $17.2 million and $15.1 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations.

As of June 30, 2024 and December 31, 2023, there was $7.9 million and $7.3 million, respectively, related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

The Amended Advisory Agreement approved by Stockholders on February 1, 2019 incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

Annual Incentive Fee Based on Capital Gains

The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date), and equals to 17.5% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal to 17.5% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

There was no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of June 30, 2024 and December 31, 2023.

US GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Amended Advisory Agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the Amended Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.

For the three months ended June 30, 2024 and 2023, the Company accrued $0.0 million and $0.0 million of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the consolidated statements of operations. For the six months ended June 30, 2024 and 2023, the Company accrued $0.0 million and $0.0 million of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the consolidated statements of operations. As of June 30, 2024 and December 31, 2023, there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities, respectively.

Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor, pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board.

The Company incurred expenses related to the Administrator of $0.7 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the Administrator of $1.1 million and $0.4 million for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. As of June 30, 2024 and December 31, 2023, respectively, there were $0.7 million and $0.4 million related to the Administrator that were payable and included in “accounts payable and accrued expenses” in the consolidated statements of assets and liabilities. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the sub-administrator of $0.2 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.

Resource Sharing Agreement

The Company’s investment activities are managed by the Advisor, an investment adviser that is registered with the SEC under the Advisers Act. The Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.

The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, LP (“Bain Capital Credit”), pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Amended Advisory Agreement. Through the Resource Sharing Agreement, the Advisor

intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.

Co-investments

The Company will invest alongside our affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments will be made only in accordance with the terms of the exemptive order the Company received from the SEC initially on August 23, 2016, as amended on March 23, 2018 and December 22, 2021 (the “Order”). Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board’s approved criteria. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which funds will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.

Revolving Advisor Loan

On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan had a maximum credit limit of $50.0 million and matured on March 27, 2023. The Revolving Advisor Loan accrued interest at the Applicable Federal Rate from the date of such loan until the loan was repaid in full. Please see Note 6 for additional details.

Related Party Commitments

As of June 30, 2024 and December 31, 2023, the Advisor held 14,064.30 and 449,699.30 shares of the Company’s common stock, respectively. An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. These investors held 13,497,235.66 and 12,875,920.66 shares of the Company at June 30, 2024 and December 31, 2023, respectively.

Non-Controlled/Affiliate and Controlled Affiliate Investments

Transactions during the six months ended June 30, 2024 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:


Portfolio Company		Fair Value as of December 31, 2023				Gross Additions			Gross Reductions				Change in Unrealized Appreciation				Realized Gains (Losses)				Fair Value as of June 30, 2024				Dividend, Interest, and PIK Income				Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC Equity Interest (1)	$		12,801		$		—	$		—		$		(3,188	)	$		—		$		9,613		$		(20	)	$		—
Ansett Aviation Training First Lien Senior Secured Loan			4,817				—			—				(100	)			—				4,717				189				—
Ansett Aviation Training Equity Interest (1)			7,516				—			—				793				—				8,309				—				—
BCC Middle Market CLO 2018-1, LLC Equity Interest			22,618				—			(22,413	)			1,432				(1,637	)			—				821				—
Blackbrush Oil & Gas, L.P. Equity Interest (1)			1				—			—				(1	)			—				—				—				—
Blackbrush Oil & Gas, L.P. Preferred Equity (1)			3,498				—			—				—				—				3,498				—				—
Direct Travel, Inc First Lien Senior Secured Loan			4,841				—			(4,841	)			—				—				—				138				—
Direct Travel, Inc First Lien Senior Secured Loan - Delayed Draw			3,500				—			(3,500	)			—				—				—				100				—
Direct Travel, Inc First Lien Senior Secured Loan - Delayed Draw			1,782				—			(1,782	)			—				—				—				60				—
Direct Travel, Inc First Lien Senior Secured Loan			59,944				—			(59,944	)			—				—				—				2,027				—
Direct Travel, Inc First Lien Senior Secured Loan - Delayed Draw			5,775				—			(5,775	)			—				—				—				151				—
Direct Travel, Inc First Lien Senior Secured Loan			202				—			(202	)			—				—				—				6				—
Direct Travel, Inc Equity Interest (1)			10,280				—			(6,354	)			(10,282	)			6,356				—				—				—
Walker Edison Equity Interest (1)			421				—			—				(421	)			—				—				—				—
Walker Edison First Lien Senior Secured Loan			5,972				381			—				(1,080	)			—				5,273				384				—
Walker Edison First Lien Senior Secured Loan - Revolver			3,182				—			—				—				—				3,182				192				—
Walker Edison First Lien Senior Secured Loan - Delayed Draw			—				1,337			—				(342	)			—				995				39				—
Walker Edison First Lien Senior Secured Loan - Delayed Draw			821				52			—				(148	)			—				725				52				—
Total Non-Controlled/affiliate investment	$		147,971		$		1,770	$		(104,811	)	$		(13,337	)	$		4,719		$		36,312		$		4,139		$		—
Controlled affiliate investment
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles	$		115,995		$		30,500	$		—		$		—		$		—		$		146,495		$		6,141		$		—
Bain Capital Senior Loan Program, LLC Preferred Equity Interest Investment Vehicles			(1,793	)			—			—				195				—				(1,598	)			1,150				—
Bain Capital Senior Loan Program, LLC Equity Interest Investment Vehicles			(379	)			—			—				316				—				(63	)			3,259				—
BCC Jetstream Holdings Aviation (On II), LLC First Lien Senior Secured Loan (1)			6,619				—			—				1				—				6,620				—				—
BCC Jetstream Holdings Aviation (On II), LLC Equity Interest (1)			—				—			—				—				—				—				—				—
BCC Jetstream Holdings Aviation (Off I), LLC Equity Interest (1)			10,944				—			—				(52	)			—				10,892				—				—
Gale Aviation (Offshore) Co Equity Interest			88,419				—			(11,900	)			(616	)			—				75,903				6,400				—
International Senior Loan Program, LLC Equity Interest Investment Vehicles			66,140				—			—				(10,954	)			—				55,187				4,439				—
International Senior Loan Program, LLC Subordinated Note Investment Vehicles			190,729				—			—				—				—				190,729				12,643				—
Legacy Corporate Lending HoldCo, LLC Equity Interest (1)			810				90			—				—				—				900				—				—
Legacy Corporate Lending HoldCo, LLC Preferred Equity (1)			34,875				2,025			—				—				—				36,900				—				—
Legacy Corporate Lending HoldCo, LLC Equity Interest (1)			—				—			—				—				—				—				—				—
Lightning Holdings B, LLC Equity Interest (1)			44,653				2,196			—				2,816				—				49,664				—				—
Total Controlled affiliate investment	$		557,012		$		34,811	$		(11,900	)	$		(8,294	)	$		—		$		571,629		$		34,032		$		—
Total	$		704,983		$		36,581	$		(116,711	)	$		(21,631	)	$		4,719		$		607,941		$		38,171		$		—

(1) Non-income producing.

Transactions during the year ended December 31, 2023 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:


	Fair Value													Fair Value
	as of								Change in			Realized		as of			Dividend,
	December 31,			Gross		Gross			Unrealized			Gains		December 31,			Interest, and			Other
Portfolio Company	2022			Additions		Reductions			Appreciation			(Losses)		2023			PIK Income			Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest (1)	$	14,581		$	11	$	—		$	(1,791	)	$	—	$	12,801		$	—		$	—
Ansett Aviation Training First Lien Senior Secured Loan		4,818			—		—			(1	)		—		4,817			376			—
Ansett Aviation Training Equity Interest (1)		5,310			—		—			2,206			—		7,516			(159	)		—
BCC Middle Market CLO 2018-1, LLC. Equity Interest		22,763			—		—			(145	)		—		22,618			4,814			—
Blackbrush Oil & Gas, L.P. First Lien Senior Secured Loan		9,040			139		(9,178	)		(1	)		—		—			978			—
Blackbrush Oil & Gas, L.P. Equity Interest (1)		—			—		—			1			—		1			—			—
Blackbrush Oil & Gas, L.P. Preferred Equity (1)		30,785			—		(29,677	)		(16,616	)		19,006		3,498			—			—
Direct Travel, Inc. First Lien Senior Secured Loan		4,841			—		—			—			—		4,841			574			—
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw		3,440			60		—			—			—		3,500			444			—
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw		1,741			41		—			—			—		1,782			221			—
Direct Travel, Inc. First Lien Senior Secured Loan		58,721			1,223		—			—			—		59,944			8,240			—
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw		4,125			1,650		—			—			—		5,775			583			—
Direct Travel, Inc. First Lien Senior Secured Loan		202			—		—			—			—		202			25			—
Direct Travel, Inc. Equity Interest (1)		13,033			—		—			(2,753	)		—		10,280			—			—
Walker Edison First Furniture Company LLC Equity Interest (1)		—			5,592		—			(5,171	)		—		421			—			—
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan		—			5,972		—			—			—		5,972			555			—
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan - Revolver		—			3,182		—			—			—		3,182			330			—
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan - Delayed Draw		—			821		—			—			—		821			32			—
Total Non-Controlled/affiliate investment	$	173,400		$	18,691	$	(38,855	)	$	(24,271	)	$	19,006	$	147,971		$	17,013		$	—
Controlled affiliate investment
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles	$	50,995		$	65,000	$	—		$	—		$	—	$	115,995		$	9,626		$	—
Bain Capital Senior Loan Program, LLC Class A Preferred Equity Interests Investment Vehicles		(644	)		—		—			(1,149	)		—		(1,793	)		2,623			—
Bain Capital Senior Loan Program, LLC Class B Equity Interests Investment Vehicles		3,347			—		—			(3,726	)		—		(379	)		7,433			—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan (1)		6,400			—		—			219			—		6,619			(1,010	)		—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest (1)		—			—		—			—			—		—			—			—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest (1)		10,388			—		—			556			—		10,944			—			—
Gale Aviation (Offshore) Co, Equity Interest		91,326			—		(1,155	)		(1,752	)		—		88,419			12,352			—
International Senior Loan Program, LLC, Equity Interest Investment Vehicle		62,630			1,250		—			2,260			—		66,140			8,736			—
International Senior Loan Program, LLC, Subordinated Note Investment Vehicle		186,979			3,750		—			—			—		190,729			25,161			—
Legacy Corporate Lending HoldCo, LLC Class A Common Equity (1)		—			810		—			—			—		810			—			—
Legacy Corporate Lending HoldCo, LLC Preferred Equity (1)		—			34,875		—			—			—		34,875			(225	)		—
Legacy Corporate Lending HoldCo, LLC Class B Common Equity (1)		—			—		—			—			—		—			—			—
Lightning Holdings Equity Interest (1)		27,209			9,635		—			7,809			—		44,653			—			—
Total Controlled affiliate investment	$	438,630		$	115,320	$	(1,155	)	$	4,217		$	—	$	557,012		$	64,696		$	—
Total	$	612,030		$	134,011	$	(40,010	)	$	(20,054	)	$	19,006	$	704,983		$	81,709		$	—

(1) Non-income producing.

Note 6. Debt

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective February 2, 2019, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of June 30, 2024 and December 31, 2023, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 196.8% and 189.9%, respectively.

The Company’s outstanding borrowings as of June 30, 2024 and December 31, 2023 were as follows:


	As of June 30, 2024									As of December 31, 2023
		Total Aggregate			Principal						Total Aggregate			Principal
		Principal Amount			Amount			Carrying			Principal Amount			Amount			Carrying
		Committed			Outstanding			Value (1)			Committed			Outstanding			Value (1)
2019-1 Debt	$		352,500	$		352,500	$		351,293	$		352,500	$		352,500	$		351,229
March 2026 Notes			300,000			300,000			298,086			300,000			300,000			297,522
October 2026 Notes			300,000			300,000			296,865			300,000			300,000			296,182
Sumitomo Credit Facility (2)			855,000			227,700			227,700			665,000			311,000			311,000
Total Debt	$		1,807,500	$		1,180,200	$		1,173,944	$		1,617,500	$		1,263,500	$		1,255,933

(1)

Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.

(2)

On January 26, 2022, Gale Aviation (Offshore) Co investment, a controlled affiliate investment of the Company, entered into a letter of credit agreement with Sumitomo Mitsui Banking Corporation for $14.7 million. On October 2, 2023, $4.0 million of the letter of credit agreement was terminated. As of June 30, 2024, $10.6 million is outstanding on the letter of credit and the amount has been drawn against the total aggregate principal amount committed of the Sumitomo Credit Facility.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 were 5.1% and 5.2%, respectively.

The combined weighted average borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 were $1.3 billion and $1.4 billion, respectively.

The following table shows the contractual maturities of our debt obligations as of June 30, 2024:


	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
2019-1 Debt	$		352,500	$		—	$		—	$		—	$	352,500
March 2026 Notes			300,000			—			300,000			—		—
October 2026 Notes			300,000			—			300,000			—		—
Sumitomo Credit Facility			227,700			—			—			227,700		—
Total Debt Obligations	$		1,180,200	$		—	$		600,000	$		227,700	$	352,500

2019‑1 Debt

On August 28, 2019, the Company, through BCC Middle Market CLO 2019‑1 LLC (the “2019‑1 Issuer”), a Cayman Islands limited liability company and a wholly-owned and consolidated subsidiary of the Company, and BCC Middle Market CLO 2019‑1 Co-Issuer, LLC (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), a Delaware limited liability company, completed its $501.0 million term debt securitization (the “2019‑1 CLO Transaction”). The notes issued in connection with the 2019‑1 CLO Transaction (the “2019‑1 Notes”) are secured by a diversified portfolio of the Co-Issuers consisting primarily of middle market loans, the majority of which are senior secured loans (the “2019‑1 Portfolio”). The Co-Issuers also issued Class A‑1L Loans (the “Loans” and, together with the 2019‑1 Notes, the “2019‑1 Debt”). The Loans are also secured by the 2019‑1 Portfolio. At the 2019‑1 closing date, the 2019‑1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2019‑1 CLO Transaction.

On November 30, 2021, the Co-Issuers refinanced the 2019‑1 CLO Transaction through a private placement of $410 million of senior secured and senior deferrable notes consisting of: (i) $282.5 million of Class A‑1‑R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 1.50% per annum; (ii) $55 million of Class A‑2‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.00% per annum; (iii) $47.5 million of Class B-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 2.60% per annum; and (iv) $25.0 million of Class C-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.75% per annum (collectively, the “2019‑1 CLO Reset Notes”). As part of the transactions, the 2019-1 Issuer was redomiciled from Cayman to Jersey. The 2019‑1 CLO Reset Notes are scheduled to mature on October 15, 2033 and the reinvestment period ends October 15, 2025. The Company retained $32.5 million of the Class B-R Notes and $25.0 million of the Class C-R Notes. The retained notes by the Company are eliminated in consolidation. The transaction resulted in a realized loss on the extinguishment of debt of $2.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2019-1 Issuer under the 2019-1 CLO Transaction are non-recourse to the Company.

On June 15, 2023, the Company entered into a Second Supplemental Indenture (“2019-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LTD, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2019-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.

The 2019‑1 CLO Reset Notes was executed through a private placement of the following 2019‑1 Debt:


						Interest rate at
2019-1 Debt	Principal Amount		Spread above Index			June 30, 2024
Class A-1-R	$	282,500		1.50	% + 3 Month SOFR		7.09	%
Class A-2-R		55,000		2.00	% + 3 Month SOFR		7.59	%
Class B-R		15,000		2.60	% + 3 Month SOFR		8.19	%
Total 2019-1 Debt		352,500
Membership Interests		102,250	Non-interest bearing			Not applicable
Total	$	454,750

The Company serves as portfolio manager of the 2019‑1 Issuer pursuant to a portfolio management agreement between the Company and the 2019‑1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.

During the reinvestment period, pursuant to the indenture and loan agreement governing the 2019‑1 Notes and Loans, respectively, all principal collections received on the underlying collateral may be used by the 2019‑1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2019‑1 Issuer and in accordance with the 2019‑1 Issuer investment strategy and the terms of the indenture and loan agreement, as applicable.

The Company has agreed to hold on an ongoing basis the membership interests with an aggregate dollar purchase price at least equal to 5% of the aggregate amount of all obligations issued by the 2019‑1 Co-Issuers for so long as the 2019‑1 Debt remains outstanding.

The 2019‑1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2019‑1 Issuer.

As of June 30, 2024, there were 50 first lien senior secured loans with a total fair value of approximately $441.2 million and cash of $56.4 million securing the 2019-1 Debt. As of December 31, 2023, there were 49 first lien and second lien senior secured loans with a total fair value of approximately $453.7 million and cash of $52.8 million securing the 2019-1 Debt. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of June 30, 2024, the Company was in compliance with its covenants related to the 2019-1 Debt.

Costs of the offering of $1.5 million were incurred in connection with the 2019‑1 CLO Reset Notes which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019‑1 Debt on the consolidated statements of assets and liabilities and are being amortized over the life using the effective interest method. The balance of the unamortized debt issuance costs was $1.2 million and $1.3 million as of June 30, 2024 and December 31, 2023, respectively.

For the three months ended June 30, 2024 and 2023, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:


	For the Three Months Ended June 30,
	2024		2023
Borrowing interest expense	$	6,427	$	6,062
Amortization of deferred financing costs and upfront commitment fees		32		32
Total interest and debt financing expenses	$	6,459	$	6,094

For the six months ended June 30, 2024 and 2023, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:


	For the Six Months Ended June 30,
	2024		2023
Borrowing interest expense	$	12,855	$	11,605
Amortization of deferred financing costs and upfront commitment fees		64		64
Total interest and debt financing expenses	$	12,919	$	11,669

Revolving Advisor Loan

For the three and six months ended June 30, 2024 and 2023, the Revolving Advisor Loan did not incur any interest expense.

March 2026 Notes

On March 10, 2021, the Company and U.S. Bank National Association (the “Trustee”), entered into an Indenture (the “Base Indenture”) and First Supplemental Indenture (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The First Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.95% notes due 2026 (the “March 2026 Notes”).

The March 2026 Notes will mature on March 10, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2026 Notes bear interest at a rate of 2.95% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The March 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The net proceeds to the Company were approximately $294.3 million, after deducting the underwriting discounts and commissions of $4.4 million and offering expenses of $1.3 million.

As of June 30, 2024 and December 31, 2023, the components of the carrying value of the March 2026 Notes were as follows:



	June 30, 2024			December 31, 2023
Principal amount of debt	$	300,000		$	300,000
Unamortized debt issuance cost		(1,098	)		(1,421	)
Original issue discount, net of accretion		(816	)		(1,057	)
Carrying value of March 2026 Notes	$	298,086		$	297,522

For the three months ended June 30, 2024 and 2023, the components of interest expense related to the March 2026 Notes were as follows:


	For the Three Months Ended June 30,
	2024		2023
Borrowing interest expense	$	2,213	$	2,212
Amortization of debt issuance cost		161		162
Accretion of original issue discount		121		120
Total interest and debt financing expenses	$	2,495	$	2,494

For the six months ended June 30, 2024 and 2023, the components of interest expense related to the March 2026 Notes were as follows:


		For the Six Months Ended June 30,
	2024			2023
Borrowing interest expense	$		4,426	$	4,425
Amortization of debt issuance cost			323		322
Accretion of original issue discount			241		239
Total interest and debt financing expenses	$		4,990	$	4,986

October 2026 Notes

On October 13, 2021, the Company and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Second Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.55% notes due 2026 (the “October 2026 Notes,” and together with the March 2026 Notes, the “2026 Notes”).

The October 2026 Notes will mature on October 13, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The October 2026 Notes bear interest at a rate of 2.55% per year payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. The October 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the October 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The net proceeds to the Company were approximately $293.1 million, after deducting the underwriting discounts and commissions of $6.2 million and offering expenses of $0.7 million.

As of June 30, 2024 and December 31, 2023, the components of the carrying value of the October 2026 Notes were as follows:



	June 30, 2024			December 31, 2023
Principal amount of debt	$	300,000		$	300,000
Unamortized debt issuance cost		(1,671	)		(2,035	)
Original issue discount, net of accretion		(1,464	)		(1,783	)
Carrying value of October 2026 Notes	$	296,865		$	296,182

For the three months ended June 30, 2024 and 2023, the components of interest expense related to the October 2026 Notes were as follows:


	For the Three Months Ended June 30,
	2024		2023
Borrowing interest expense	$	1,912	$	1,912
Amortization of debt issuance cost		182		182
Accretion of original issue discount		160		159
Total interest and debt financing expenses	$	2,254	$	2,253

For the six months ended June 30, 2024 and 2023, the components of interest expense related to the October 2026 Notes were as follows:


		For the Six Months Ended June 30,
	2024			2023
Borrowing interest expense	$		3,825	$	3,825
Amortization of debt issuance cost			364		362
Accretion of original issue discount			320		317
Total interest and debt financing expenses	$		4,509	$	4,504

Sumitomo Credit Facility

On December 24, 2021, the Company entered into a senior secured revolving credit agreement (as amended to date, the “Sumitomo Credit Agreement” or the “Sumitomo Credit Facility”) as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. The Credit Agreement is effective as of December 24, 2021.

The facility amount under the Sumitomo Credit Agreement is $300.0 million with an accordion provision to permit increases to the total facility amount up to $1.0 billion. Proceeds of the loans under the Sumitomo Credit Agreement may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Sumitomo Credit Agreement. The maturity date is December 24, 2026.

On July 6, 2022, the Company entered into the First Amendment to the Sumitomo Credit Agreement. The First Amendment provides for an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $300.0 million to $385.0 million. The First Amendment also replaced the LIBOR benchmark provisions under the Sumitomo Credit Agreement with SOFR benchmark provisions, including applicable credit spread adjustments.

On July 22, 2022, the Company entered into the Increasing Lender/Joinder Lender Agreement (the “Joinder Agreement”), dated as of July 22, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $385.0 million to $485.0 million.

On August 24, 2022, the Company entered into the Second Amendment, which provides for, among other things, an upsize in the total commitments from lenders under the Sumitomo Credit Agreement from $485.0 million to $635.0 million.

On December 14, 2022, the Company entered into a second Increasing Lender/Joinder Lender Agreement (the “Second Joinder Agreement”), dated as of December 14, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Second Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $635.0 million to $665.0 million.

On May 20, 2024, the Company entered into the Third Amendment to Senior Secured Revolving Credit Agreement and First Amendment to Guarantee and Security Agreement (the “Third Amendment”), which amends the Sumitomo Credit Agreement. The Third Amendment provides for, among other things, (i) an extension of the revolver availability period from December 24, 2025 to May 19, 2028, (ii) an extension of the scheduled maturity date from December 24, 2026 to May 18, 2029, (iii) the conversion of a portion of the existing revolver availability into term loan availability, (iv) an upsize in the total facility amount from $665,000,000 to $855,000,000, (v) an increase in the accordion provision to permit increases to a total facility amount of up to $1,500,000,000, (vi) the

reduction of the credit adjustment spread for term benchmark loans denominated in Dollars, from 0.10% for one-month tenor loans, 0.15% for three-month tenor loans and 0.25% for six-month tenor loans to 0.10% for all loan tenors, and (vii) the joinder of new lenders to the Sumitomo Credit Agreement.

Interest under the Sumitomo Credit Agreement for (i) loans for which the Company elects the base rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at an “alternate base rate” (which is the greater of zero and the highest of (a) the prime rate as published in the print edition of The Wall Street Journal, Money Rates Section, (b) the federal funds effective rate plus 0.5% and (c) the one-month Eurocurrency rate plus 1% per annum) plus 0.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, the alternate base rate plus 0.875% per annum; (ii) loans for which the Company elects the Eurocurrency option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.875% per annum; and (iii) loans for which the Company elects the risk-free-rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.8693% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.9943% per annum. The Company pays a used commitment fee of 37.5 basis points (0.375%) on the average daily unused amount of the dollar commitment.

The Sumitomo Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of June 30, 2024, the Company was in compliance with its covenants related to the Sumitomo Credit Facility.

As of June 30, 2024 and December 31, 2023, there were $227.7 million and $311.0 million of borrowings under the Sumitomo Credit Facility.

For the three months ended June 30, 2024 and 2023, the components of interest expense related to the Sumitomo Credit Facility were as follows:


	For the Three Months Ended June 30,
	2024		2023
Borrowing interest expense	$	5,360	$	9,244
Unused facility fee		441		140
Accretion of original issue discount		622		234
Total interest and debt financing expenses	$	6,423	$	9,618

For the six months ended June 30, 2024 and 2023, the components of interest expense related to the Sumitomo Credit Facility were as follows:


		For the Six Months Ended June 30,
	2024			2023
Borrowing interest expense	$		11,659	$	18,119
Unused facility fee			754		265
Accretion of original issue discount			856		466
Total interest and debt financing expenses	$		13,269	$	18,850

Note 7. Derivatives

The Company is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by the Company may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency.

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of June 30, 2024 and December 31, 2023 is included on the consolidated schedules of investments by contract. The Company had collateral receivable of $7.1 million for June 30, 2024 and collateral receivable of $7.6 million for December 31, 2023 with the counterparties on

100

foreign currency exchange contracts. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the consolidated statements of assets and liabilities.

For the three and six months ended June 30, 2024, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts were $118.7 million and $128.7 million, respectively.

For the three and six months ended June 30, 2023 the Company's average U.S. dollar notional exposure to forward currency exchange contracts were $213.6 million and $194.7 million, respectively.

By using derivative instruments, the Company is exposed to the counterparty’s credit risk—the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the consolidated statements of assets and liabilities. The Company minimizes counterparty credit risk through credit monitoring procedures, executing master netting arrangements and managing margin and collateral requirements, as appropriate.

The Company presents forward currency exchange contracts on a net basis by counterparty on the consolidated statements of assets and liabilities. The Company has elected not to offset assets and liabilities in the consolidated statements of assets and liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of June 30, 2024:


								Net amount of
				Gross amount of				assets or
		Gross amount of		(liabilities)				(liabilities)
	Account in the	assets on the		on the				presented on the
	consolidated	consolidated		consolidated				consolidated
	statements of	statements of		statements of				statements of				Cash Collateral
	assets	assets and		assets and				assets and				paid		Net
Counterparty	and liabilities	liabilities		liabilities				liabilities				(received) (1)		Amounts (2)
Bank of New York	Unrealized appreciation on forward currency contracts	$	1,141	$		(490	)	$		651		$	—	$		651
Citibank	Unrealized appreciation on forward currency contracts	$	1	$		(1,508	)	$		(1,507	)	$	—	$		(1,507	)
Wells Fargo	Unrealized appreciation on forward currency contracts	$	—	$	0 (3)			$	0 (3)			$	—	$	0 (3)

(1)

Amount excludes excess cash collateral paid.

(2)

Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.

(3)

Less than $500

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2023:


							Net amount of
				Gross amount of			assets or
		Gross amount of		(liabilities)			(liabilities)
	Account in the	assets on the		on the			presented on the
	consolidated	consolidated		consolidated			consolidated
	statements of	statements of		statements of			statements of			Cash Collateral
	assets	assets and		assets and			assets and			paid		Net
Counterparty	and liabilities	liabilities		liabilities			liabilities			(received) (1)		Amounts (2)
Bank of New York	Unrealized appreciation on forward currency contracts	$	1,300	$	(2,247	)	$	(947	)	$	—	$	(947	)
Citibank	Unrealized appreciation on forward currency contracts	$	879	$	(2,192	)	$	(1,313	)	$	—	$	(1,313	)

(1)

Amount excludes excess cash collateral paid.

101

(2)

The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended June 30, 2024 and 2023 was as follows:


	For the Three Months Ended June 30,
	2024		2023
Net realized gain on forward currency exchange contracts	$	169	$	—
Net change in unrealized appreciation on forward currency exchange contracts		163		(1,476	)
Total net realized and unrealized (gain) loss on forward currency exchange contracts	$	332	$	(1,476	)

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($0.1) million and $2.6 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2024 and 2023, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.3 million and ($1.5) million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $0.3 million and $1.1 million for the three months ended June 30, 2024 and 2023, respectively.

The effect of transactions in derivative instruments to the consolidated statements of operations during the six months ended June 30, 2024 and 2023 was as follows:


	For the Six Months Ended June 30,
	2024		2023
Net realized gains (losses) on forward currency exchange contracts	$	1,896	$	(2,385	)
Net change in unrealized appreciation on forward currency exchange contracts		1,404		(1,315	)
Total net realized and unrealized gains (losses) on forward currency exchange contracts	$	3,300	$	(3,700	)

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($2.3) million and $4.7 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2024 and 2023, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $3.3 million and ($3.7) million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.0 million and $1.0 million for the six months ended June 30, 2024 and 2023, respectively.

Note 8. Distributions

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2024:


			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 27, 2024	March 28, 2024	April 30, 2024	$	0.42	$	27,116
February 27, 2024	March 28, 2024	April 30, 2024	$	0.03	$	1,937	(1)
May 6, 2024	June 28, 2024	July 29, 2024	$	0.42	$	27,116
May 6, 2024	June 28, 2024	July 29, 2024	$	0.03	$	1,937	(1)
Total distributions declared			$	0.90	$	58,106

(1) Represents a special dividend.

The distributions declared during the six months ended June 30, 2024 were derived from investment company taxable income and net capital gain, if any.

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2023:


			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 28, 2023	March 31, 2023	April 28, 2023	$	0.38	$	24,534
May 9, 2023	June 30, 2023	July 31, 2023	$	0.38	$	24,534
Total distributions declared			$	0.76	$	49,068

102

The distributions declared during the six months ended June 30, 2023 were derived from investment company taxable income and net capital gain, if any.

The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.

Note 9. Common Stock/Capital

The Company has authorized 100,000,000,000 shares of common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.

Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common shares (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of June 30, 2024 and December 31, 2023, BCSF Advisors, LP contributed in aggregate $8.9 million and $8.9 million to the Company and received 488,212.35 and 488,212.35 shares of the Company, respectively. At June 30, 2024 and December 31, 2023, BCSF Advisors, LP owned 0.02% and 0.70%, respectively, of the outstanding common stock of the Company.

On November 19, 2018, the Company closed its IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated proceeds, before expenses, of $147.3 million. All outstanding commitments were cancelled due to the completion of the initial public offering.

There have been no shares issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements, issuance of common stock, or shares issued pursuant to the dividend reinvestment plan during the three months ended June 30, 2024 and 2023. There have been no shares issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements, issuance of common stock, or shares issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2024 and 2023.

On May 7, 2019, the Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2024, there have been no repurchases of common stock.

Note 10. Commitments and Contingencies

Commitments

The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.

103

As of June 30, 2024, the Company had $405.4 million of unfunded commitments under loan and financing agreements as follows:


Portfolio Company & Investment	Expiration Date(1)	Unfunded Commitments(2)
A&R Logistics, Inc. - Revolver	8/3/2026		2,247
AEG Vision - Delayed Draw	3/27/2026		16,379
AEG Vision - Delayed Draw	3/27/2026		17,813
Abracon Group Holding, LLC. - Delayed Draw	7/6/2028		2,221
AgroFresh Solutions - Revolver	3/31/2028		251
Allbridge - Delayed Draw	6/5/2030		2,841
Allbridge - Revolver	6/5/2030		3,825
Allworth Financial Group, L.P. - Revolver	12/23/2027		2,440
Apollo Intelligence - Delayed Draw	5/31/2028		9,611
Apollo Intelligence - Revolver	5/31/2028		3,268
Applitools - Revolver	5/25/2028		3,430
Appriss Holdings, Inc. - Revolver	5/6/2027		640
Arctic Glacier U.S.A., Inc. - Revolver	5/24/2028		7
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027		2,054
Avalon Acquiror, Inc. - Revolver	3/10/2028		2,521
AXH Air Coolers - Delayed Draw	10/31/2029		7,339
AXH Air Coolers - Revolver	10/31/2029		5,504
Beacon Specialized Living - Delayed Draw	3/25/2028		12,836
Beacon Specialized Living - Revolver	3/25/2028		1,282
Beneficium - Delayed Draw	6/28/2031		9,114
Caribou Bidco Limited - Delayed Draw	2/1/2029		22
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		44
Chase Industries, Inc. - Revolver	5/12/2025		740
Choreo - Delayed Draw	2/18/2028		8,000
Concert Golf Partners Holdco LLC - Revolver	4/2/2029		2,492
Congress Wealth - Delayed Draw	6/30/2029		1,334
Congress Wealth - Delayed Draw	6/30/2029		10,751
Congress Wealth - Revolver	6/30/2029		1,102
Cube - Delayed Draw	5/20/2031		8,651
Cube - Delayed Draw	5/20/2031		78
Cube - First Lien Senior Secured Loan	2/20/2025		22
Darcy Partners - Revolver	6/1/2028		349
Datix Bidco Limited - Delayed Draw	4/30/2031		2,861
Datix Bidco Limited - Revolver	10/30/2030		2,283
Discovery Senior Living - Delayed Draw	3/18/2030		11,806
Discovery Senior Living - Revolver	3/18/2030		2,360
Duraco - Revolver	6/6/2029		1,991
Datix Bidco Limited - Revolver	10/28/2024		12
Efficient Collaborative Retail Marketing Company, LLC - Revolver	12/31/2025		1,708
Element Buyer, Inc. - Revolver	7/19/2026		4,250
E-Tech Group - Revolver	4/9/2030		1,298
Forward Slope - Revolver	8/22/2029		8,884
Galeria - First Lien Senior Secured Loan	4/8/2029		8,999
Gills Point S - Revolver	5/17/2029		338
Gills Point S - Delayed Draw	5/17/2029		6,930

104


Portfolio Company & Investment	Expiration Date(1)	Unfunded Commitments(2)
Gulf Winds International - Revolver	12/16/2028		3,969
HealthDrive - Delayed Draw	8/20/2029		6,284
HealthDrive - Revolver	8/20/2029		2,479
ImageTrend - Revolver	1/31/2029		4,000
Intoxalock - Revolver	11/1/2028		3,087
JHCC Holdings, LLC - Revolver	9/9/2027		2,196
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		1,066
Mach Acquisition R/C - Revolver	10/19/2026		2,511
Margaux Acquisition Inc. - Revolver	12/19/2025		2,872
Margaux UK Finance Limited - Revolver	12/19/2025		631
McLarens Acquisition Inc. - Delayed Draw	12/16/2025		6,829
Meriplex Communications, Ltd. - Delayed Draw	7/17/2028		4,939
Meriplex Communications, Ltd. - Revolver	7/17/2028		2,824
Morrow Sodali - Revolver	4/25/2027		1,686
MRHT - Revolver	2/1/2029		17,899
MZR Buyer, LLC - Revolver	12/22/2026		695
NearMap - Revolver	12/9/2029		4,652
New Look Vision Group - Revolver	5/26/2028		1,702
OGH Bidco Limited - Delayed Draw	6/29/2029		4,983
Parcel2Go - Delayed Draw	7/17/2028		35
PCF - Delayed Draw	11/1/2028		9,641
Pharmacy Partners - Revolver	2/28/2029		5,491
Pyramid Global Hospitality - Revolver	1/19/2028		3,482
Reconomy - Delayed Draw	7/12/2029		8,852
Reconomy - Delayed Draw	7/12/2029		3,959
Revalize, Inc. - Revolver	4/15/2027		838
RoadOne - Delayed Draw	12/29/2028		1,707
RoadOne - Revolver	12/29/2028		4,119
RoC Skincare - Revolver	2/21/2030		1,871
Saturn Purchaser Corp. - Revolver	7/22/2029		4,883
SensorTower - Revolver	3/15/2029		1,057
Service Master - Revolver	8/16/2027		10,126
Simplicity - Delayed Draw	12/2/2026		2,034
Simplicity - Revolver	12/2/2026		1,454
Simplicity - Revolver	12/2/2026		143
Smartronix - Revolver	11/23/2027		6,321
Solaray, LLC - Revolver	12/15/2025		2,115
Spring Finco BV - Delayed Draw	7/15/2029		4,082

105


Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
Sunmed Group Holdings, LLC - Revolver	6/16/2027			1,229
Superna Inc. - Delayed Draw	3/6/2028			2,631
Superna Inc. - Revolver	3/6/2028			2,631
SureWerx - Delayed Draw	12/28/2029			2,013
SureWerx - Revolver	12/28/2028			671
Taoglas - Revolver	2/28/2029			257
Taoglas - Delayed Draw	2/28/2029			3,636
TA/Weg Holdings - Delayed Draw	10/4/2027			6
TGI UK Holdings Limited - Delayed Draw	6/24/2029			8,560
Titan Cloud Software, Inc - Revolver	9/7/2028			5,714
TLC Purchaser, Inc. - Revolver	10/13/2025			5,713
V Global Holdings LLC - Revolver	12/22/2025			2,601
Walker Edison - Delayed Draw	3/31/2027			677
Wealth Enhancement Group (WEG) - Delayed Draw	10/4/2027			9,950
Wealth Enhancement Group (WEG) - Revolver	10/4/2027			736
Webcentral - Delayed Draw	12/18/2030			3,667
WCI Gigawatt Purchaser - Revolver	11/19/2027			2,535
WCI Gigawatt Purchaser - Revolver	11/19/2027			1,901
Whitcraft-Paradigm - Delayed Draw	2/15/2029			6,128
Whitcraft-Paradigm - Revolver	2/28/2029			1,839
WSP - Revolver	4/27/2027			248
WU Holdco, Inc. - Revolver	3/26/2027			1,578
Total		$		405,363

(1)

Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)

Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of June 30, 2024.

106

As of December 31, 2023, the Company had $266.1 million of unfunded commitments under loan and financing agreements as follows:


Portfolio Company & Investment	Expiration Date (1)	Unfunded Commitments (2)
9 Story Media Group Inc. - Revolver	4/30/2026	$	441
A&R Logistics, Inc. - Revolver	5/5/2025		3,499
Abracon Group Holding, LLC. - Delayed Draw	7/6/2028		2,221
Allworth Financial Group, L.P. - Revolver	12/23/2026		2,440
Apollo Intelligence - Delayed Draw	6/1/2028		9,611
Apollo Intelligence - Revolver	6/1/2028		2,643
Applitools - Revolver	5/25/2028		3,430
Appriss Holdings, Inc. - Revolver	5/6/2027		753
Arctic Glacier U.S.A., Inc. - Revolver	5/24/2028		1,925
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027		3,253
Avalon Acquiror, Inc. - Revolver	3/10/2028		3,361
AXH Air Coolers - Delayed Draw	10/31/2029		7,339
AXH Air Coolers - Revolver	10/31/2029		4,404
Caribou Bidco Limited - Delayed Draw	2/1/2029		22
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		44
Chase Industries, Inc. - Revolver	5/12/2025		1,720
Concert Golf Partners Holdco LLC - Delayed Draw	4/2/2029		369
Concert Golf Partners Holdco LLC - Revolver	3/31/2028		2,492
Congress Wealth - Delayed Draw	6/30/2029		1,334
Congress Wealth - Revolver	6/30/2029		1,102
CPS Group Holdings, Inc. - Revolver	3/3/2025		4,341
Darcy Partners - Revolver	6/1/2028		349
Datix Bidco Limited - Revolver	10/28/2024		4
Direct Travel, Inc. - Delayed Draw	10/2/2025		975
Efficient Collaborative Retail Marketing Company, LLC - Revolver	12/31/2025		2,267
Element Buyer, Inc. - Revolver	7/19/2026		4,250
Forward Slope - Revolver	8/22/2029		4,146
Gills Point S - Revolver	5/17/2029		518
Gills Point S - Delayed Draw	5/17/2029		569
Grammer Purchaser, Inc. - Revolver	9/30/2024		159
GSP Holdings, LLC - Revolver	11/6/2025		2,267
Gulf Winds International - Revolver	12/16/2028		5,292
HealthDrive - Delayed Draw	8/20/2029		1,297
HealthDrive - Delayed Draw	8/20/2029		6,284
HealthDrive - Revolver	8/20/2029		2,754
ImageTrend - Revolver	1/31/2029		4,000
Intoxalock - Revolver	11/1/2028		3,087
JHCC Holdings, LLC - Revolver	9/9/2025		2,833

107


Portfolio Company & Investment	Expiration Date (1)	Unfunded Commitments (2)
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		4,261
Mach Acquisition R/C - Revolver	10/19/2026		2,511
Margaux Acquisition Inc. - Revolver	12/19/2025		2,872
Margaux UK Finance Limited - Revolver	12/19/2024		635
McLarens Acquisition Inc. - Delayed Draw	12/16/2025		7,000
Meriplex Communications, Ltd. - Delayed Draw	7/17/2028		4,939
Meriplex Communications, Ltd. - Revolver	7/17/2028		2,824
Morrow Sodali - Revolver	4/25/2028		1,595
MRHT - Delayed Draw	2/1/2029		5,595
MZR Buyer, LLC - Revolver	12/22/2026		2,257
NearMap - Revolver	12/9/2029		4,652
New Look Vision Group - Revolver	5/26/2026		1,859
OGH Bidco Limited - Delayed Draw	6/29/2029		5,017
Omni Intermediate - Revolver	11/30/2026		160
Parcel2Go - Delayed Draw	7/17/2028		35
Pyramid Global Hospitality - Revolver	1/19/2027		3,482
Reconomy - Delayed Draw	6/25/2029		7,118
Refine Intermediate, Inc. - Revolver	9/3/2026		5,340
Revalize, Inc. - Revolver	4/15/2027		1,005
RoadOne - Delayed Draw	12/29/2028		1,707
RoadOne - Revolver	12/29/2028		4,119
RoC Opco LLC - Revolver	2/25/2025		10,241
Saturn Purchaser Corp. - Revolver	7/22/2029		4,883
Service Master - Revolver	8/16/2027		7,991
Simplicity - Delayed Draw	12/2/2026		5,470
Simplicity - Revolver	12/2/2026		1,454
Smartronix - Revolver	11/23/2027		6,321
Solaray, LLC - Revolver	12/15/2025		1,406
Spring Finco BV - Delayed Draw	7/15/2029		4,285
Sunmed Group Holdings, LLC - Revolver	6/16/2027		1,229
Superna Inc. - Delayed Draw	3/6/2028		2,631
Superna Inc. - Revolver	3/6/2028		2,631
SureWerx - Delayed Draw	12/28/2029		2,013
SureWerx - Revolver	12/29/2028		496
Taoglas - Revolver	2/28/2029		550
Taoglas - Delayed Draw	2/28/2029		3,636
TEI Holdings Inc. - Revolver	12/23/2025		4,528
Titan Cloud Software, Inc - Revolver	9/7/2028		5,714
TLC Purchaser, Inc. - Revolver	10/13/2025		6,398
V Global Holdings LLC - Revolver	12/22/2025		5,712
Ventiv Holdco, Inc. - Revolver	9/3/2025		1,005
Walker Edison - Delayed Draw	3/31/2027		1,990
WCI Gigawatt Purchaser - Revolver	11/19/2027		3,218
WCI Gigawatt Purchaser - Revolver	11/19/2027		1,901
Whitcraft-Paradigm - Revolver	2/28/2029		2,048
WSP - Revolver	4/27/2027		449
WU Holdco, Inc. - Revolver	3/26/2025		2,592
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Total		$	266,115

(1)

(2)

Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2023.

Contingencies

In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.

108

Note 11. Financial Highlights

The following is a schedule of financial highlights for the six months ended June 30, 2024 and 2023:


	For the Six Months Ended June 30,
	2024				2023
Per share data:
Net asset value at beginning of period	$	17.60			$	17.29
Net investment income (1)		1.04				1.10
Net realized loss (1)(7)		(0.02	)			(0.27	)
Net change in unrealized appreciation (1)(2)(8)		(0.02	)			0.08
Net increase in net assets resulting from operations (1)(9)(10)		1.00				0.91
Shareholder distributions from income (3)		(0.90	)			(0.76	)
Net asset value at end of period	$	17.70			$	17.44
Net assets at end of period	$	1,142,545			$	1,125,779
Shares outstanding at end of period		64,562,265				64,562,265
Per share market value at end of period	$	16.31			$	13.51
Total return based on market value (12)		14.41		%		20.44		%
Total return based on net asset value (4)		5.73		%		5.29		%
Ratios:
Ratio of net investment income to average net assets (5)(11)(13)		13.55		%		14.34		%
Ratio of total expenses to average net assets (5)(11)(13)		12.35		%		12.78		%
Supplemental data:
Ratio of interest and debt financing expenses to average net assets (5)(13)		6.30		%		7.21		%
Ratio of expenses (without incentive fees) to average net assets (5)(11)(13)		10.85		%		11.43		%
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets (5)(11)(13)		4.61		%		4.60		%
Average principal debt outstanding	$	1,263,208			$	1,476,709
Portfolio turnover (6)		30.17		%		21.10		%

(1)

The per share data was derived by using the weighted average shares outstanding during the period.

(2)

Net change in unrealized appreciation on investments per share may not be consistent with the consolidated statements of operations due to the timing of shareholder transactions.

(3)

The per share data for distributions reflects the actual amount of distributions declared during the period.

(4)

Total return based on net asset value is calculated as the change in net asset value per share during the period, assuming dividends and distributions, including those distributions that have been declared. Total return does not include upfront sales load and has not been annualized.

(5)

The computation of average net assets during the period is based on averaging net assets for the periods reported.

(6)

Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported.

(7)

Net realized gain (loss) includes net realized gain (loss) on investments, net realized gain (loss) on forward currency exchange contracts, net realized gain (loss) on foreign currency transactions, and net realized gain (loss) on extinguishment of debt.

(8)

Net change in unrealized appreciation includes net change in unrealized appreciation (depreciation) on investments, net change in unrealized appreciation on forward currency exchange contracts and net change in unrealized appreciation on foreign currency translation.

(9)

The sum of quarterly per share amounts presented in previously filed financial statements on Form 10‑Q may not equal earnings per share. This is due to changes in the number of weighted average shares outstanding and the effects of rounding.

(10)

Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase (decrease) in net assets per share on the consolidated statements of operations due to changes in the number of weighted average shares outstanding and the effects of rounding.

(11)

The ratio of voluntary incentive fee waiver to average net assets was 0.00% and 0.00% for the six months ended June 30, 2024 and 2023, respectively (Note 5). The ratio of voluntary management fee waiver to average net assets was 0.00% and 0.00% for the six months ended June 30, 2024 and 2023, respectively (Note 5). The ratio of net investment income without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2024 would be 13.55%. The ratio of net investment income without the voluntary incentive fee waiver to average net assets for the six months ended June 30, 2023 would be 14.34%. The ratio of total expenses without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2024 would be 12.35%. The ratio of total expenses without the voluntary incentive fee waiver to average net assets for the six months ended June 30, 2023 would be 12.78%.

(12)

Total return based on market value is calculated as the change in market value per share during the period, assuming dividends and distributions, including those distributions that have been declared. Total return does not include upfront sales load and does has not been annualized.

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(13)

Ratio is annualized. Incentive fees, voluntary incentive fee waivers, and voluntary management fee waivers, if any, included within the ratio are not annualized.

Note 12. Subsequent Events

The Company’s management has evaluated the events and transactions that have occurred through August 6, 2024, the issuance date of the consolidated financial statements, and noted no items requiring disclosure in this Form 10-Q or adjustment of the consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Forward-Looking Statements” appearing elsewhere in this report.

Overview

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by BCSF Advisors, LP (our “Advisor” or “BCSF Advisors”), a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator” or “BCSF Advisors”). Since we commenced operations on October 13, 2016 through June 30, 2024, we have invested approximately $7,752.5 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

On November 19, 2018, we closed our initial public offering (the “IPO”) issuing 7,500,000 shares of our common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.

Our primary focus is capitalizing on opportunities within our Senior Direct Lending strategy, which seeks to provide risk-adjusted returns and current income to our stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). However, we may, from time to time, invest in larger or smaller companies. We generally seek to retain effective voting control in respect of the loans or particular classes of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. We may also invest in mezzanine debt and other junior securities, including common and preferred equity, on an opportunistic basis, and in secondary purchases of assets or portfolios but such investments are not the principal focus of our investment strategy. In addition, we may invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.

Investments

Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

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As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.

Revenues

We primarily generate revenue in the form of interest income on debt investments and distributions on equity investments and, to a lesser extent, capital gains, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into or against income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.

Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2024 and December 31, 2023, 92.9% and 93.8%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Expenses

Our primary operating expenses include the payment of fees to our Advisor under the Amended Advisory Agreement, our allocable portion of overhead expenses under the administration agreement (the “Administration Agreement”) and other operating costs, including those described below. The Base Management Fee and Incentive Fee compensate our Advisor for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

•

our operational and organizational costs;

•

the costs of any public offerings of our common stock and other securities, including registration and listing fees;

•

costs of calculating our net asset value (including the cost and expenses of any third-party valuation services);

•

fees and expenses payable to third parties relating to evaluating, making and disposing of investments, including our Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments, monitoring our investments and, if necessary, enforcing our rights;

•

interest payable on debt and other borrowing costs, if any, incurred to finance our investments;

•

costs of effecting sales and repurchases of our common stock and other securities;

•

distributions on our common stock;

•

transfer agent and custody fees and expenses;

•

the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it;

•

other expenses incurred by BCSF Advisors or us in connection with administering our business, including payments made to third-party providers of goods or services;

•

brokerage fees and commissions;

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•

federal and state registration fees;

•

U.S. federal, state and local taxes;

•

Independent Director fees and expenses;

•

costs associated with our reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws;

•

costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

•

costs of holding stockholder meetings;

•

our fidelity bond;

•

directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;

•

litigation, indemnification and other non-recurring or extraordinary expenses;

•

direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, staff, audit, compliance, tax and legal costs;

•

fees and expenses associated with marketing efforts;

•

dues, fees and charges of any trade association of which we are a member; and

•

all other expenses reasonably incurred by us or the Administrator in connection with administering our business.

To the extent that expenses to be borne by us are paid by BCSF Advisors, we will generally reimburse BCSF Advisors for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board. We incurred expenses related to the Administrator of $0.7 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. We incurred expenses related to the Administrator of $1.1 million and $0.4 million for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. BCSF Advisors will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

Leverage

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of June 30, 2024, the Company’s asset coverage was 196.8%.

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Investment Decision Process

The Advisor’s investment process can be broken into five processes: (1) Sourcing and Idea Generation, (2) Investment Diligence & Recommendation, (3) Credit Committee Approval, (4) Portfolio Construction and (5) Portfolio & Risk Management.

Sourcing and Idea Generation

The investment decision-making process begins with sourcing ideas. Bain Capital Credit’s Private Credit Group interacts with a broad and deep set of global sourcing contacts, enabling the group to generate a large set of middle-market investment opportunities. Further enhancing the sourcing capability of the core Private Credit Group are Bain Capital Credit’s industry groups, Trading Desk, and the Bain Capital Special Situations team. The team has extensive contacts with private equity firms. Relationships with banks, a variety of advisors and intermediaries and a handful of unique independent sponsors compose the remainder of the relationships. Through these sourcing efforts the Private Credit Group has built a sustainable deal funnel, which has generated hundreds of opportunities to review annually.

Investment Diligence & Recommendation

Our Advisor utilizes Bain Capital Credit’s bottom-up approach to investing, and it starts with the due diligence. The Private Credit Group works with the close support of Bain Capital Credit’s industry groups on performing due diligence. This process typically begins with a detailed review of the offering memorandum as well as Bain Capital Credit’s own independent diligence efforts, including in-house materials and expertise, third-party independent research and interviews, and hands-on field checks where appropriate. For deals that progress beyond an initial stage, the team will schedule one or more meetings with company management, facilities visits and also meetings with the sponsor in order to ask more detailed questions and to better understand the sponsor’s view of the business and plans for it going forward. The team’s diligence work is summarized in investment memorandums and accompanying credit packs. Work product also includes full models and covenant analysis. The approval process itself is iterative, involving multiple levels of discussion and approval.

Credit Committee Approval

Given Bain Capital Credit’s broad and diverse range of investment strategies, we tailor our investment decision-making process by strategy to provide a robust and comprehensive discussion of both individual investments and the applicable portfolio(s) under consideration. We believe that this flexible approach provides a rigorous investment decision-making process that allows us to be nimble across a variety of market environments while still maintaining high credit underwriting standards.

Our investments require approval from at least the Private Credit Investment Committee, which includes three Partners in the Private Credit Group as standing members: Michael Ewald, Mike Boyle, and Carolyn Hastings. Ad hoc members may also be included in the Private Credit Investment Committee for certain types of investments.

Portfolio Construction

Portfolio construction is largely the responsibility of the portfolio managers. The portfolio managers will construct the portfolio using a set of approved investments. While the decision to buy generally requires approval from at least the Private Credit Investment Committee, the decision to sell securities is at the sole discretion of the portfolio managers. For middle-market holdings, the path to exit an investment is discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle-market investments are illiquid, exits are driven primarily by a sale of the portfolio company or a refinancing of the portfolio company’s debt.

Portfolio & Risk Management

Our Advisor utilizes Bain Capital Credit’s Private Credit Group for the daily monitoring of its respective credits after an investment has been made. Our Advisor believes that the ongoing monitoring of financial performance and market developments of portfolio investments is critical to successful investment management. Accordingly, our Advisor is actively involved in an on-going portfolio review process and attends board meetings. To the extent a portfolio investment is not meeting our Advisor’s expectations, our Advisor takes corrective action when it deems appropriate, which may include raising interest rates, gaining a more influential role on its board, taking warrants and, where appropriate, restructuring the balance sheet to take control of the company. Our Advisor will utilize the Bain Capital Credit Risk and Oversight Committee. The Risk and Oversight Committee is responsible for monitoring and reviewing risk management, including portfolio risk, counterparty risk and firm-wide risk issues. In addition to the methods noted above, there are a number of proprietary methods and tools used through all levels of Bain Capital Credit to manage portfolio risk.

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Portfolio and Investment Activity

During the three months ended June 30, 2024, we invested $306.7 million, including PIK, in 77 portfolio companies, and had $473.7 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $167.0 million for the period. Of the $306.7 million invested during the three months ended June 30, 2024, $51.2 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the three months ended June 30, 2023, we invested $204.4 million, including PIK, in 60 portfolio companies, and had $227.9 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $23.5 million for the period. Of the $204.4 million invested during the three months ended June 30, 2023, $35.4 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the six months ended June 30, 2024, we invested $709.8 million, including PIK, in 111 portfolio companies, and had $769.7 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $59.9 million for the period. Of the $709.8 million invested during the six months ended June 30, 2024, $100.8 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the six months ended June 30, 2023, we invested $516.6 million, including PIK, in 85 portfolio companies, and had $513.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $3.2 million for the period. Of the $516.6 million invested during the six months ended June 30, 2023, $112.9 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

The following table shows the composition of the investment portfolio and associated yield data as of June 30, 2024 (dollars in thousands):


	As of June 30, 2024
													Weighted Average
													Yield (1)
													at
			Percentage of						Percentage of				Amortized			Market
	Amortized Cost		Total Portfolio			Fair Value			Total Portfolio				Cost			Value
First Lien Senior Secured Loans	$	1,421,494		63.4	%	$	1,411,394			63.0		%		12.3	%		12.2	%
Second Lien Senior Secured Loans		61,192		2.7			59,500			2.7				14.7			14.9
Subordinated Debt		46,745		2.1			46,690			2.1				13.9			13.8
Preferred Equity		103,760		4.6			122,971			5.5				14.0			13.7
Equity Interests		206,439		9.2			206,186			9.2				16.5			16.9
Warrants		480		0.0			—			0.0			N/A			N/A
Subordinated Notes in Investment Vehicles (2)		337,224		15.0			337,224			15.1				11.9			11.9
Preferred Equity Interests in Investment Vehicles (2)		10		0.0			(1,598	)		(0.1	)		N/A			N/A
Equity Interests in Investment Vehicles (2)		66,209		3.0			55,124			2.5				28.8			33.4
Total	$	2,243,553		100.0	%	$	2,237,491			100.0		%		13.1	%		13.2	%

(1)

Weighted average yields are computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our stockholders.

(2)

Represents debt and equity investment in ISLP and SLP.

115

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2023 (dollars in thousands):


	As of December 31, 2023
													Weighted Average
													Yield (1)
													at
			Percentage of						Percentage of				Amortized			Market
	Amortized Cost		Total Portfolio			Fair Value			Total Portfolio				Cost			Value
First Lien Senior Secured Loans	$	1,495,237		65.0	%	$	1,464,423			63.8		%		12.2	%		12.4	%
Second Lien Senior Secured Loans		69,749		3.0			68,439			3.0				14.6			14.9
Subordinated Debt		45,400		2.0			45,877			2.0				13.8			13.6
Structured Products		24,050		1.0			22,618			1.0				17.2			18.3
Preferred Equity		86,766		3.8			104,428			4.5				10.0			7.8
Equity Interests		207,209		9.0			221,355			9.6				14.2			14.3
Warrants		480		0.0			511			0.0			N/A			N/A
Subordinated Notes in Investment Vehicles (2)		306,724		13.3			306,724			13.3				12.2			12.2
Preferred Equity Interests in Investment Vehicles (2)		10		0.0			(1,793	)		(0.1	)		N/A			N/A
Equity Interests in Investment Vehicles (2)		66,209		2.9			65,761			2.9				27.2			27.4
Total	$	2,301,834		100.0	%	$	2,298,343			100.0		%		13.0	%		13.1	%

(1)

(2)

Represents debt and equity investment in ISLP and SLP.

The following table presents certain selected information regarding our investment portfolio as of June 30, 2024:


	As of
	June 30, 2024
Number of portfolio companies		154
Percentage of debt bearing a floating rate (1)		92.9	%
Percentage of debt bearing a fixed rate (1)		7.1	%

(1)

Measured on a fair value basis. Subordinated Notes in Investment Vehicles are included in floating rate.

The following table presents certain selected information regarding our investment portfolio as of December 31, 2023:


	As of
	December 31, 2023
Number of portfolio companies		137
Percentage of debt bearing a floating rate (1)		93.8	%
Percentage of debt bearing a fixed rate (1)		6.2	%

(1)

Measured on a fair value basis. Subordinated Notes in Investment Vehicles are included in floating rate.

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of June 30, 2024 (dollars in thousands):


	As of June 30, 2024
		Amortized Cost		Percentage at Amortized Cost				Fair Value		Percentage at Fair Value
Performing	$		2,217,485		98.8	%	$		2,215,468		99.0	%
Non-accrual			26,068		1.2				22,023		1.0
Total	$		2,243,553		100.0	%	$		2,237,491		100.0	%

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The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2023 (dollars in thousands):


	As of December 31, 2023
			Percentage at
			Amortized					Percentage at
	Amortized Cost		Cost			Fair Value		Fair Value
Performing	$	2,258,601		98.1	%	$	2,271,055		98.8	%
Non-accrual		43,233		1.9			27,288		1.2
Total	$	2,301,834		100.0	%	$	2,298,343		100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2024, there were five loans from three issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2023, there were five loans from three issuers placed on non-accrual in the Company’s portfolio.

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of June 30, 2024 (dollars in thousands):


	As of June 30, 2024
		Amortized Cost		Percentage of Total				Fair Value			Percentage of Total
First Lien Senior Secured Loan	$		1,421,494		60.7	%	$		1,411,394			60.5		%
Second Lien Senior Secured Loan			61,192		2.6				59,500			2.5
Subordinated Debt			46,745		2.0				46,690			2.0
Preferred Equity			103,760		4.4				122,971			5.3
Equity Interest			206,439		8.8				206,186			8.8
Warrants			480		0.0				—			0.0
Subordinated Notes in Investment Vehicles (1)			337,224		14.4				337,224			14.4
Preferred Equity Interest Investment Vehicles (1)			10		0.0				(1,598	)		(0.1	)
Equity Interest in Investment Vehicles (1)			66,209		2.8				55,124			2.4
Cash and cash equivalents			18,417		0.8				18,417			0.8
Foreign cash			13,141		0.6				12,716			0.5
Restricted cash and cash equivalents			66,993		2.9				66,993			2.9
Total	$		2,342,104		100.0	%	$		2,335,617			100.0		%

(1)

Represents debt and equity investment in ISLP and SLP

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The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2023 (dollars in thousands):


	As of December 31, 2023
	Amortized Cost		Percentage of Total			Fair Value			Percentage of Total
First Lien Senior Secured Loans	$	1,495,237		61.9	%	$	1,464,423			60.9		%
Second Lien Senior Secured Loans		69,749		2.9			68,439			2.8
Subordinated Debt		45,400		1.9			45,877			1.9
Structured Products		24,050		1.0			22,618			0.9
Preferred Equity		86,766		3.6			104,428			4.3
Equity Interests		207,209		8.6			221,355			9.2
Warrants		480		0.0			511			0.0
Subordinated Notes in Investment Vehicles (1)		306,724		12.7			306,724			12.7
Preferred Equity Interests in Investment Vehicles (1)		10		0.0			(1,793	)		(0.1	)
Equity Interests in Investment Vehicles (1)		66,209		2.7			65,761			2.7
Cash and cash equivalents		42,995		1.8			42,995			1.8
Foreign cash		6,865		0.3			6,405			0.3
Restricted cash and cash equivalents		63,084		2.6			63,084			2.6
Total	$	2,414,778		100.0	%	$	2,410,827			100.0		%

(1)

Represents debt and equity investment in ISLP and SLP

Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•

assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

•

periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

•

comparisons to our other portfolio companies in the industry, if any;

•

attendance at and participation in board meetings or presentations by portfolio companies; and

•

review of monthly and quarterly financial statements and financial projections of portfolio companies.

Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, our Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

•

An investment is rated 1 if, in the opinion of our Advisor, it is performing above underwriting expectations, and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company or the likelihood of a potential exit.

•

An investment is rated 2 if, in the opinion of our Advisor, it is performing as expected at the time of our underwriting and there are generally no concerns about the portfolio company’s performance or ability to meet covenant requirements, interest payments or principal amortization, if applicable. All new investments or acquired investments in new portfolio companies are initially given a rating of 2.

•

An investment is rated 3 if, in the opinion of our Advisor, the investment is performing below underwriting expectations and there may be concerns about the portfolio company’s performance or trends in the industry, including as a result of factors such as declining performance, non-compliance with debt covenants or delinquency in loan payments (but generally not more than 180 days past due).

118

•

An investment is rated 4 if, in the opinion of our Advisor, the investment is performing materially below underwriting expectations. For debt investments, most of or all of the debt covenants are out of compliance and payments are substantially delinquent. Investments rated 4 are not anticipated to be repaid in full, if applicable, and there is significant risk that we may realize a substantial loss on our investment.

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of June 30, 2024 (dollars in thousands):


	As of June 30, 2024
Investment Performance Rating		Fair Value		Percentage of Total			Number of Companies (1)		Percentage of Total
1	$		2,494		0.1	%		2		1.3	%
2			2,164,269		96.8			144		93.6
3			45,518		2.0			5		3.2
4			25,210		1.1			3		1.9
Total	$		2,237,491		100.0	%		154		100.0	%

(1)

Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2023 (dollars in thousands):


	As of December 31, 2023
			Percentage of			Number of		Percentage of
Investment Performance Rating	Fair Value		Total			Companies(1)		Total
1	$	2,465		0.1	%		2		1.5	%
2		2,186,211		95.1			125		91.2
3		80,530		3.5			7		5.1
4		29,137		1.3			3		2.2
Total	$	2,298,343		100.0	%		137		100.0	%

(1)

Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.

Results of Operations

Our operating results for the three months ended June 30, 2024 and 2023 were as follows (dollars in thousands):


	For the Three Months Ended
	June 30,
	2024			2023
Total investment income	$	72,271		$	75,715
Total expenses, net of fee waivers		38,004			35,706
Net investment income before taxes		34,267			40,009
Less: Income taxes, including excise tax		1,150			1,097
Net investment income		33,117			38,912
Net realized loss		(5,617	)		(550	)
Net change in unrealized appreciation		1,590			(9,191	)
Net increase in net assets resulting from operations	$	29,090		$	29,171

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Our operating results for the six months ended June 30, 2024 and 2023 were as follows (dollars in thousands):


	For the Six Months Ended
		June 30,
	2024				2023
Total investment income	$		146,770		$	150,452
Total expenses, net of fee waivers			77,528			77,690
Net investment income before taxes			69,242			72,762
Less: Income taxes, including excise tax			2,175			1,692
Net investment income			67,067			71,070
Net realized loss			(1,684	)		(17,799	)
Net change in unrealized appreciation			(1,198	)		5,185
Net increase in net assets resulting from operations	$		64,185		$	58,456

Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.

Investment Income

The composition of our investment income for the three months ended June 30, 2024 and 2023 was as follows (dollars in thousands):


	For the Three Months Ended
	June 30,
	2024		2023
Interest income	$	55,106	$	58,188
Dividend income		8,238		8,728
PIK income		5,786		6,877
Other income		3,141		1,922
Total investment income	$	72,271	$	75,715

Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $55.1 million for the three months ended June 30, 2024 from $58.2 million for the three months ended June 30, 2023, primarily due to a decrease in the investment portfolio. Dividend income decreased to $8.2 million for the three months ended June 30, 2024 from $8.7 million for the three months ended June 30, 2023, primarily due to a decrease in dividend income from the 2018-1 Issuer interests which were sold to SLP in the first quarter. Other income increased to approximately $3.1 million for the three months ended June 30, 2024 from $1.9 million for the three months ended June 30, 2023, primarily due to an increase in structuring, arrangement and amendment fees earned on certain investments.

The composition of our investment income for the six months ended June 30, 2024 and 2023 was as follows (dollars in thousands):


	For the Six Months Ended
		June 30,
	2024			2023
Interest income	$		110,701	$	115,050
Dividend income			16,505		17,121
PIK income			11,168		11,111
Other income			8,396		7,170
Total investment income	$		146,770	$	150,452

Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $110.7 million for the six months ended June 30, 2024 from $115.1 million for the six months ended June 30, 2023, primarily due to a decrease in the investment portfolio. Dividend income decreased to $16.5 million for the six months ended June 30, 2024 from $17.1 million for the six months ended June 30, 2023, primarily due to a decrease in dividend income from the 2018-1 Issuer interests which were sold to SLP during the first quarter of 2024. Other income increased to approximately $8.4 million for the six months ended June 30, 2024 from $7.2 million for the six months ended June 30, 2023, primarily due to an increase in amendment, closing and prepayment fees earned on certain investments. As of June 30, 2024, the weighted average yield of our investment portfolio increased to 13.1% from 12.8% as of June 30, 2023, at amortized cost.

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Operating Expenses

The composition of our operating expenses for the three months ended June 30, 2024 and 2023 were as follows (dollars in thousands):


	For the Three Months Ended
	June 30,
	2024		2023
Interest and debt financing expenses	$	17,631	$	20,459
Base management fee		8,769		9,116
Incentive fee		7,924		4,008
Professional fees		1,029		451
Directors fees		174		179
Other general and administrative expenses		2,477		1,493
Total expenses, net of fee waivers	$	38,004	$	35,706

The composition of our operating expenses for the six months ended June 30, 2024 and 2023 were as follows (dollars in thousands):


	For the Six Months Ended
		June 30,
	2024			2023
Interest and debt financing expenses	$		35,687	$	40,009
Base management fee			17,587		18,026
Incentive fee			17,156		15,118
Professional fees			1,830		1,032
Directors fees			348		353
Other general and administrative expenses			4,920		3,152
Total expenses, net of fee waivers	$		77,528	$	77,690

Interest and Debt Financing Expenses

Interest and debt financing expenses on our borrowings totaled approximately $17.6 million and $20.5 million for the three months ended June 30, 2024 and 2023, respectively. Interest and debt financing expense for the three months ended June 30, 2024 as compared to June 30, 2023 decreased primarily due to decreased usage of our Sumitomo Credit Facility. Interest and debt financing expenses on our borrowings totaled approximately $35.7 million and $40.0 million for the six months ended June 30, 2024 and 2023, respectively. Interest and debt financing expense for the six months ended June 30, 2024 as compared to June 30, 2023 decreased primarily due to decreased usage of our Sumitomo Credit Facility. The weighted average principal debt balance outstanding for the three months ended June 30, 2024 was $1.2 billion compared to $1.5 billion for the three months ended June 30, 2023. The weighted average principal debt balance outstanding for the six months ended June 30, 2024 was $1.3 billion compared to $1.5 billion for the six months ended June 30, 2023.

Management Fee

Management fee (net of waivers) decreased to $8.8 million for the three months ended June 30, 2024 from $9.1 million for the three months ended June 30, 2023. Management fee (gross of waivers) decreased to $8.8 million for the three months ended June 30, 2024 from $9.1 million for the three months ended June 30, 2023, primarily due to a decrease in total assets throughout the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Management fee waived for the three months ended June 30, 2024 and 2023 were $0.0 million and $0.0 million, respectively.

Management fee (net of waivers) decreased to $17.6 million for the six months ended June 30, 2024 from $18.0 million for the six months ended June 30, 2023. Management fee (gross of waivers) decreased to $17.6 million for the six months ended June 30, 2024 from $18.0 million for the six months ended June 30, 2023, primarily due to a decrease in total assets throughout the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Management fee waived for the six months ended June 30, 2024 and 2023 were $0.0 million and $0.0 million, respectively.

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Incentive Fee

Incentive fee (net of waivers) increased to $7.9 million for the three months ended June 30, 2024 from $4.0 million for the three months ended June 30, 2023 primarily due to an increase in pre-incentive fee net investment income. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the three months ended June 30, 2024 and $0.0 million for the three months ended June 30, 2023. For the three months ended June 30, 2024 there were no incentive fees related to the GAAP Incentive Fee. Incentive fee (net of waivers) increased to $17.2 million for the six months ended June 30, 2024 from $15.1 million for the six months ended June 30, 2023 primarily due to an increase in pre-incentive fee net investment income. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the six months ended June 30, 2024 and $0.0 million for the six months ended June 30, 2023. For the six months ended June 30, 2024 there were no incentive fees related to the GAAP Incentive Fee.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased to $3.5 million for the three months ended June 30, 2024 from $1.9 million for the three months ended June 30, 2023, primarily due to an increase in costs associated with servicing our investment portfolio.

Professional fees and other general and administrative expenses increased to $6.8 million for the six months ended June 30, 2024 from $4.2 million for the six months ended June 30, 2023, primarily due to an increase in costs associated with servicing our investment portfolio.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three months ended June 30, 2024 and 2023 (dollars in thousands):


	For the Three Months Ended June 30,
		2024				2023
Net realized gain on investments	$		2,528		$		1,141
Net realized loss on investments			(7,868	)			(1,370	)
Net realized gain on foreign currency transactions			35				—
Net realized loss on foreign currency transactions			(481	)			(321	)
Net realized gain on forward currency exchange contracts			169				—
Net realized loss on forward currency exchange contracts			—				—
Net realized loss	$		(5,617	)	$		(550	)

Change in unrealized appreciation on investments	$		27,935		$		23,545
Change in unrealized depreciation on investments			(26,685	)			(31,387	)
Net change in unrealized appreciation on investments			1,250				(7,842	)
Unrealized appreciation on foreign currency translation			177				127
Unrealized appreciation on forward currency exchange contracts			163				(1,476	)
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts			340				(1,349	)
Net change in unrealized appreciation	$		1,590		$		(9,191	)

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For the three months ended June 30, 2024 and 2023, we had net realized (losses) on investments of ($5.3) million and ($0.2) million, respectively, which was primarily driven by full or partial sales or paydowns of our investments. For the three months ended June 30, 2024 and 2023, we had net realized (losses) on foreign currency transactions of ($0.4) million and ($0.3) million, respectively. For the three months ended June 30, 2024 and 2023, we had realized gains on forward currency contracts of $0.2 million and $0.0 million, respectively, primarily as a result of settling GBP and EUR forward contracts.

For the three months ended June 30, 2024, we had $27.9 million in unrealized appreciation on 67 portfolio company investments, which was offset by $26.7 million in unrealized depreciation on 92 portfolio company investments. Unrealized appreciation for the three months ended June 30, 2024 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the three months ended June 30, 2024 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments.

For the three months ended June 30, 2023 we had $23.5 million in unrealized appreciation on 58 portfolio company investments, which was offset by $31.4 million in unrealized depreciation on 83 portfolio company investments. Unrealized appreciation for the three months ended June 30, 2023 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the three months ended June 30, 2023 resulted from a decrease in fair value, primarily due to negative adjustments and widening of credit spread.

For the three months ended June 30, 2024 and 2023, we had unrealized appreciation on forward currency exchange contracts of $0.2 million and ($1.5) million, respectively. For the three months ended June 30, 2024, unrealized appreciation on forward currency exchange contracts was primarily due to EUR forward contracts.

The following table summarizes our net realized and unrealized gains (losses) for the six months ended June 30, 2024 and 2023 (dollars in thousands):


	For the Six Months Ended June 30,
		2024				2023
Net realized gain on investments	$		9,738		$		2,043
Net realized loss on investments			(12,895	)			(12,923	)
Net realized gain on foreign currency transactions			209				—
Net realized loss on foreign currency transactions			(632	)			(4,534	)
Net realized gain on forward currency exchange contracts			1,949				119
Net realized loss on forward currency exchange contracts			(53	)			(2,504	)
Net realized loss	$		(1,684	)	$		(17,799	)

Change in unrealized appreciation on investments	$		43,336		$		47,317
Change in unrealized depreciation on investments			(45,907	)			(44,711	)
Net change in unrealized appreciation on investments			(2,571	)			2,606
Unrealized appreciation on foreign currency translation			(31	)			3,894
Unrealized appreciation on forward currency exchange contracts			1,404				(1,315	)
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts			1,373				2,579
Net change in unrealized appreciation	$		(1,198	)	$		5,185

For the six months ended June 30, 2024 and 2023, we had net realized (losses) on investments of ($3.2) million and ($10.9) million, respectively, which was primarily driven by full or partial sales or paydowns of our investments. For the six months ended June 30, 2024 and 2023, we had net realized (losses) on foreign currency transactions of ($0.4) million and ($4.5) million, respectively. For the six months ended June 30, 2024 and 2023, we had net realized gains (losses) on forward currency contracts of $1.9 million and ($2.4) million, respectively, primarily as a result of settling EUR, AUD, NOK and CAD forward contracts.

For the six months ended June 30, 2024, we had $43.3 million in unrealized appreciation on 74 portfolio company investments, which was offset by $45.9 million in unrealized depreciation on 85 portfolio company investments. Unrealized appreciation for the six months ended June 30, 2024 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the six months ended June 30, 2024 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments.

For the six months ended June 30, 2023, we had $47.3 million in unrealized appreciation on 77 portfolio company investments, which was offset by $44.7 million in unrealized depreciation on 68 portfolio company investments. Unrealized appreciation for the six

123

months ended June 30, 2023 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the six months ended June 30, 2023 resulted from a decrease in fair value, primarily due to negative valuation adjustments and widening of credit spread.

For the six months ended June 30, 2024 and 2023, we had unrealized appreciation on forward currency exchange contracts of $1.4 million and ($1.3) million, respectively. For the six months ended June 30, 2024, unrealized appreciation on forward currency exchange contracts was primarily due to EUR, GBP, and CAD forward contracts.

The following table summarizes the impact of foreign currency for the three months ended June 30, 2024 and 2023 (dollars in thousands):


	For the Three Months Ended June 30,
		2024				2023
Net change in unrealized appreciation on investments due to foreign currency	$		543		$		2,252
Net realized gain (loss) on investments due to foreign currency			(330	)			554
Net change in unrealized appreciation on foreign currency translation			177				127
Net realized loss on foreign currency transactions			(446	)			(321	)
Net change in unrealized appreciation on forward currency exchange contracts			163				(1,476	)
Net realized gain on forward currency exchange contracts			169				—
Foreign currency impact to net increase in net assets resulting from operations	$		276		$		1,136

Included in total net losses on the consolidated statements of operations were gains (losses) of ($0.1) million and $2.6 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2024 and 2023, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.3 million and ($1.5) million, respectively, included in the above table, the net impact of foreign currency on total net losses on the consolidated statements of operations is $0.3 million and $1.1 million for the three months ended June 30, 2024 and 2023, respectively.

The following table summarizes the impact of foreign currency for the six months ended June 30, 2024 and 2023 (dollars in thousands):


	For the Six Months Ended June 30,
		2024				2023
Net change in unrealized appreciation on investments due to foreign currency	$		(1,683	)	$		4,416
Net realized gain (loss) on investments due to foreign currency			(182	)			895
Net change in unrealized appreciation on foreign currency translation			(31	)			3,894
Net realized loss on foreign currency transactions			(423	)			(4,534	)
Net change in unrealized appreciation on forward currency exchange contracts			1,404				(1,315	)
Net realized gain (loss) on forward currency exchange contracts			1,896				(2,385	)
Foreign currency impact to net increase in net assets resulting from operations	$		981		$		971

Included in total net losses on the consolidated statements of operations were gains (losses) of ($2.3) million and $4.7 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2024 and 2023, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $3.3 million and ($3.7) million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.0 million and $1.0 million for the six months ended June 30, 2024 and 2023, respectively.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended June 30, 2024 and 2023, the net increase in net assets resulting from operations was $29.1 million and $29.2 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended June 30, 2024 and 2023, our per share net increase in net assets resulting from operations was $0.45 and $0.45, respectively.

For the six months ended June 30, 2024 and 2023, the net increase in net assets resulting from operations was $64.2 million and $58.5 million, respectively. Based on the weighted average shares of common stock outstanding for the six months ended June 30, 2024 and 2023, our per share net increase in net assets resulting from operations was $1.00 and $0.91, respectively.

124

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, 2019‑1 Debt, March 2026 Notes, October 2026 Notes, the Sumitomo Credit Facility and cash flows from operations. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements); (3) debt service, repayment, and other financing costs; and (4) cash distributions to the holders of our common shares.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of June 30, 2024 and December 31, 2023, our asset coverage ratio was 196.8% and 189.9%, respectively.

At June 30, 2024 and December 31, 2023, we had $98.1 million and $112.5 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

At June 30, 2024, we had approximately $616.6 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2023 we had approximately $343.3 million of availability on our Sumitomo Credit Facility subject to existing terms and regulatory requirements.

For the six months ended June 30, 2024, cash, foreign cash, restricted cash, and cash equivalents decreased by $14.4 million. During the six months ended June 30, 2024, we provided $128.7 million in cash for operating activities. The increase in cash provided by operating activities was primarily related to proceeds from principal payments and sales of investments of $747.4 million and a net increase in assets resulting from operations of $64.2 million, which was offset by the purchases of investments of $682.2 million.

During the six months ended June 30, 2024, we used $142.6 million for financing activities, primarily on repayments of our Sumitomo Credit Facility of $380.3 million, distributions paid during the period of $56.2 million, partially offset by borrowings of $297.0 million.

For the six months ended June 30, 2023, cash, foreign cash, restricted cash, and cash equivalents increased by $2.9 million. During the six months ended June 30, 2023, we used $51.7 million in cash for operating activities. The increase in cash used for operating activities was primarily related to the purchases of investments of $539.6 million, which was offset by proceeds from principal payments and sales of investments of $435.5 million and a net increase in assets resulting from operations of $58.5 million.

During the six months ended June 30, 2023, we provided $55.2 million for financing activities, primarily due to borrowings and repayments on our Sumitomo Credit Facility and paying our quarterly dividend to shareholders.

Equity

On November 19, 2018, we closed our IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated net proceeds, after expenses, of $145.4 million. All outstanding capital commitments from the Company’s Private Offering were cancelled as of the completion of the IPO.

During the six months ended June 30, 2024, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan. During the six months ended June 30, 2023, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan.

On May 7, 2019, the Company’s Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2024, there have been no repurchases of common stock.

125

Debt

The Company’s outstanding borrowings as of June 30, 2024 and December 31, 2023 were as follows:


	As of June 30, 2024									As of December 31, 2023
		Total Aggregate			Principal						Total Aggregate			Principal
		Principal Amount			Amount			Carrying			Principal Amount			Amount			Carrying
		Committed			Outstanding			Value (1)			Committed			Outstanding			Value (1)
2019-1 Debt	$		352,500	$		352,500	$		351,293	$		352,500	$		352,500	$		351,229
March 2026 Notes			300,000			300,000			298,086			300,000			300,000			297,522
October 2026 Notes			300,000			300,000			296,865			300,000			300,000			296,182
Sumitomo Credit Facility (2)			855,000			227,700			227,700			665,000			311,000			311,000
Total Debt	$		1,807,500	$		1,180,200	$		1,173,944	$		1,617,500	$		1,263,500	$		1,255,933

(1)

Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.

(2)

Distribution Policy

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2024 (dollars in thousands, except per share):


			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 27, 2024	March 28, 2024	April 30, 2024	$	0.42	$	27,116
February 27, 2024	March 28, 2024	April 30, 2024	$	0.03	$	1,937	(1)
May 6, 2024	June 28, 2024	July 29, 2024	$	0.42	$	27,116
May 6, 2024	June 28, 2024	July 29, 2024	$	0.03	$	1,937	(1)
Total distributions declared			$	0.90	$	58,106

(1) Represents a special dividend.

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2023 (dollars in thousands, except per share):


			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 28, 2023	March 31, 2023	April 28, 2023	$	0.38	$	24,534
May 9, 2023	June 30, 2023	July 31, 2023	$	0.38	$	24,534
Total distributions declared			$	0.76	$	49,068

Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.

We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a regulated investment company (a “RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.

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We intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain all or a portion of our net capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders.

We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to the IPO, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their subscription agreements, through the private offering. The elections of stockholders prior to the IPO shall remain effective after the IPO.

The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.

Commitments and Off-Balance Sheet Arrangements

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the Amended Advisory Agreement and the Administration Agreement.

In addition to the aforementioned agreements, we, our Advisor and Bain Capital Credit have been granted exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for us to co-invest with other Bain Capital Credit Clients in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent Bain Capital Credit Clients funds, accounts and investment vehicles managed by Bain Capital Credit may afford us additional investment opportunities and an ability to achieve greater diversification. Accordingly, our exemptive order permits us to invest with Bain Capital Credit Clients in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the 1940 Act. Our exemptive relief permitting co-investment transactions generally applies only if our Independent Directors and Directors who have no financial interest in such transaction review and approve in advance each co-investment transaction. The exemptive relief imposes other conditions with which we must comply to engage in co-investment transactions.

Recent Developments

See “Item 1. Financial Statements - Notes to Consolidated Financial Statements - Note 12. Subsequent Events” for a summary of recent developments.

Significant Accounting Estimates and Critical Accounting Policies

Basis of Presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s unaudited consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Articles 1, 6, 10 and 12 of Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). Our financial currency is U.S. dollars and these consolidated financial statements have been prepared in that currency.

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Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Revenue Recognition

We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, as applicable.

Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.

Valuation of Portfolio Investments

The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Board. The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.

With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

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•

Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor;

•

Generally investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm; and

•

The Board and Audit Committee provide oversight with respect to the valuation process, including requesting such materials as they deem appropriate.

Contractual Obligations

We have entered into the Amended Advisory Agreement with our Advisor (which supersedes the Prior Investment Advisory Agreement dated November 14, 2018 we had previously entered into). Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Amended Advisory Agreement. Under the Amended Advisory Agreement, we have agreed to pay an annual base management fee as well as an incentive fee based on our investment performance.

On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement. Pursuant to this Agreement, effective February 1, 2019, the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The Amended Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment.

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Amended Advisory Agreement and Administration Agreement.

The following table shows the contractual maturities of our debt obligations as of June 30, 2024 (dollars in thousands):


	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
2019-1 Debt	$		352,500	$		—	$		—	$		—	$	352,500
March 2026 Notes			300,000			—			300,000			—		—
October 2026 Notes			300,000			—			300,000			—		—
Sumitomo Credit Facility			227,700			—			—			227,700		—
Total Debt Obligations	$		1,180,200	$		—	$		600,000	$		227,700	$	352,500

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. There have been no material quantitative changes in reported market risk exposures in comparison to the information reported in the prior period.

Assuming that the statement of financial condition as of June 30, 2024 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands):


							Net Increase
	Increase			Increase			(Decrease) in Net
	(Decrease) in			(Decrease) in			Investment
Change in Interest Rates	Interest Income			Interest Expense			Income
Down 100 basis points	$	(15,940	)	$	(5,802	)	$	(8,364	)
Down 200 basis points		(31,881	)		(11,604	)		(16,729	)
Down 300 basis points		(47,809	)		(17,406	)		(25,082	)
Up 100 basis points		15,940			5,802			8,364
Up 200 basis points		31,881			11,604			16,729
Up 300 basis points		47,821			17,406			25,092

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2024 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15 and 15d‑15(e) under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors described below and discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are 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.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

The Company did not engage in any unregistered sales of equity securities, issue any common stock under the Company's dividend reinvestment plan, or purchase any common stock during the three months ended June 30, 2024.

Item 3. Default Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits, Financial Statement Schedules

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended June 30, 2024 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).


Exhibit Number		Description of Document

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).

3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).

4.1		Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).

10.1		Second Amended and Restated Investment Advisory Agreement, dated November 28, 2018, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (File No. 814‑01175), filed on February 1, 2019).

10.2		Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).

10.3		Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).

10.4		Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).

10.5		Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).

10.6		Portfolio Management Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).

10.7		Loan Sale Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).

10.8		Collateral Administration Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).

10.9		Master Participation Agreement, dated as of September 28, 2018, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2018‑1, LLC, as issuer (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).

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Exhibit Number		Description of Document


10.10		Amended and Restated Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LLC, as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022).

10.11		First Supplemental Indenture, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, and Bain Capital Specialty Finance, in its capacity as Portfolio Manager under the Agreement on behalf of the Issuer, and together with its successors in such capacity, the “Portfolio Manager” (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).

10.12		Amended and Restated Portfolio Management Agreement, dated as of November 30, 2021, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager. (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022)

10.13		First Amendment to Amended and Restated Portfolio Management Agreement, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as Co-Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).

10.14		Loan Sale Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).

10.15		Collateral Administration Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).

10.16		Master Participation Agreement, dated as of August 28, 2019, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).

10.17		Master Participation Agreement, dated as of August 28, 2019, by and between BCSF II-C, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).

10.18		Revolving Loan Agreement, dated March 27, 2020, by and between the Company, as Borrower, and BCSF Advisors, LP, as Lender (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on May 4, 2020).

10.19		Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 24, 2021).

10.20		Underwriting Agreement, dated March 3, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP and Goldman Sachs & Co. LLC, as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 5, 2021).

10.21		Indenture, dated as of March 10, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).

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Exhibit Number		Description of Document

10.22		First Supplemental Indenture, dated as of March 10, 2021, relating to the 2.950% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).

10.23		Form of 2.950% Notes due 2026 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).

10.24		Underwriting Agreement, dated October 5, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP, and Goldman Sachs & Co. LLC and SMBC Nikko Securities America Inc., as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 6, 2021).

10.25		Second Supplemental Indenture, dated as of October 13, 2021, relating to the 2.550% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).

10.26		Form of 2.550% Notes due 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).

10.27		Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).

10.28		First Amendment dated as of July 6, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).

10.29		Increasing Lender/Joinder Lender Agreement, dated as of December 14, 2022, between the Company, the Lenders and Issuing Banks from time to time party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent (in such capacity, the “Administrative Agent”); and (b) the Notice of Commitment Increase Request, dated as of December 14, 2022, provided by the Company to the Administrative Agent (the “Notice”) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).

10.30		Increasing Lender/Joinder Lender Agreement dated as of July 22, 2022, pursuant to Section 2.08(e) of the Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (Incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10 Q (File No. 814 01175), filed on August 3, 2022).

10.31		Second Amendment dated as of August 24, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).

10.32*		Third Amendment dated as of May 20, 2024 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers.

10.33		Amended and Restated Limited Liability Company Agreement, dated December 27, 2021, of Bain Capital Senior Loan Program, LLC. (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).

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Exhibit Number		Description of Document

10.34		First Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 8, 2023).

10.35		Second Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2019-1, Ltd., as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer, and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.34 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 8, 2023).

10.36		Amendment dated September 11, 2023 to the Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp. (incorporated by reference to Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 6, 2023).

10.37		Second Amendment dated December 14, 2023 to the Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, as amended on September 8, 2021 of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp, Solutio Premium Private Debt II Master SCSp, Pantheon Private Debt Program SICAV—RAIF—Pantheon Senior Debt Secondaries II (EUR) and Pantheon Private Debt Program SICAV—RAIF—Pantheon Senior Debt Secondaries II (GBP) (filed herewith). (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 27, 2024).

10.38		International Senior Loan Program, LLC Consolidated Financial Statements for year ending December 31, 2023. (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 27, 2024).

23.1		Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 27, 2024).

24.1		Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-Q (File No. 814-01175) filed on May 6, 2024).

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

32*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

101.INS*		XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

136


Exhibit Number		Description of Document

104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed herewith.

137

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	Bain Capital Specialty Finance, Inc.

Date: August 6, 2024	By:	/s/ Michael A. Ewald
	Name:	Michael A. Ewald
	Title:	Chief Executive Officer



Date: August 6, 2024	By:	/s/ Amit Joshi
	Name:	Amit Joshi
	Title:	Chief Financial Officer

138