ThZeal - The Zeal

cars-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2024


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

For the transition period to

Commission File No. 814-01248

Carlyle Credit Solutions, Inc.

(Exact name of Registrant as specified in its charter)


Maryland						81-5320146
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

One Vanderbilt Avenue, Suite 3400, New York, NY 10017						(212) 813-4900
(Address of principal executive office) (Zip Code)						(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
N/A	N/A	N/A

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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. x

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

The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at November 13, 2024 was 76,375,313.

CARLYLE CREDIT SOLUTIONS, INC.

INDEX


Part I.	Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of September 30, 2024 (unaudited) and December 31, 2023	2
	Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	3
	Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2024 and 2023 (unaudited)	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	5
	Consolidated Schedules of Investments as of September 30, 2024 (unaudited) and December 31, 2023	6
	Notes to Consolidated Financial Statements (unaudited)	31
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	69
Item 4.	Controls and Procedures	70
Part II.	Other Information
Item 1.	Legal Proceedings	71
Item 1A.	Risk Factors	71
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	71
Item 4.	Mine Safety Disclosures	71
Item 5.	Other Information	71
Item 6.	Exhibits	72
	Signatures	73

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(amounts in thousands, except share and per share data)


	September 30, 2024		December 31, 2023
ASSETS	(unaudited)
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,722,795 and $1,897,279, respectively)	$	1,683,778	$	1,820,318
Cash, cash equivalents and restricted cash	65,586		65,755

Receivable for investments sold	1,601		130

Interest receivable	18,301		23,736
Receivable for issuance of common stock	22		96
Prepaid expenses and other assets	9,121		8,401
Total assets	$	1,778,409	$	1,918,436
LIABILITIES
Secured borrowings (Note 5)	$	664,312	$	754,747
Payable for investments purchased	15,524		—

Interest and credit facility fees payable (Note 5)	6,375		11,982
Dividend payable (Note 7)	27,142		28,703
Management and incentive fees payable (Note 4)	7,001		7,847

Administrative service fees payable (Note 4)	1,247		1,863
Common stock proceeds received in advance	—		8,193
Other accrued expenses and liabilities	3,429		1,889
Total liabilities	725,030		815,224
Commitments and contingencies (Notes 6 and 9)
NET ASSETS
Common stock, $0.01 par value; 200,000,000 shares authorized; 53,313,147 and 56,280,182 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	533		563
Paid-in capital in excess of par value	1,087,798		1,146,462


Total distributable earnings (loss)	(34,952)		(43,813)
Total net assets	$	1,053,379	$	1,103,212
NET ASSETS PER SHARE	$	19.76	$	19.60

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except share and per share data) (unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	48,453	$	56,936	$	153,847	$	171,771
PIK income	5,246		3,096		13,483		8,743
Other income	898		913		3,791		3,932
Total investment income	54,597		60,945		171,121		184,446
Expenses:
Base management fees (Note 4)	2,569		2,639		7,720		8,095
Net investment income incentive fees (Note 4)	4,434		4,898		13,864		14,847
Professional fees	263		380		1,153		1,291
Administrative service fees (Note 4)	568		368		1,533		809
Interest expense and credit facility fees (Note 5)	14,460		17,671		46,194		53,059
Directors’ fees and expenses	79		61		247		207
Other general and administrative	784		638		2,093		1,732
Total expenses	23,157		26,655		72,804		80,040
Net investment income (loss) before taxes	31,440		34,290		98,317		104,406
Excise tax expense	410		168		1,251		569
Net investment income (loss)	31,030		34,122		97,066		103,837
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments	(1,052)		(253)		(43,182)		(212)
Net realized currency gain (loss) on non-investment assets and liabilities	229		52		516		(108)
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments	(137)		417		37,944		(30,114)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	(3,211)		2,665		(1,710)		191
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(4,171)		2,881		(6,432)		(30,243)
Net increase (decrease) in net assets resulting from operations	$	26,859	37,003		90,634		73,594
Basic and diluted earnings per share (Note 7)	$	0.50	0.66		1.68		1.30
Weighted-average shares of common stock outstanding—basic and diluted (Note 7)	53,278,043		55,859,507		53,995,308		56,587,119

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(amounts in thousands) (unaudited)


	Nine months ended September 30,
	2024		2023
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)	$	97,066	$	103,837
Net realized gain (loss) on investments and non-investment assets and liabilities	(42,666)		(320)
Net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	36,234		(29,923)
Net increase (decrease) in net assets resulting from operations	90,634		73,594
Capital transactions:
Common stock issued	67,162		53,104
Dividend reinvestment	2,939		1,515
Repurchase of common stock	(128,795)		(112,253)
Dividends declared (Note 7)	(81,773)		(85,815)
Net increase (decrease) in net assets resulting from capital transactions	(140,467)		(143,449)
Net increase (decrease) in net assets	(49,833)		(69,855)
Net assets at beginning of period	1,103,212		1,151,501
Net assets at end of period	$	1,053,379	$	1,081,646

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands) (unaudited)


	Nine months ended September 30,
	2024		2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	90,634	$	73,594
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs	1,349		1,521

Net accretion of discount on investments	(7,393)		(7,896)
Paid-in-kind interest	(14,592)		(8,980)
Net realized (gain) loss on investments	43,182		212
Net realized currency (gain) loss on non-investment assets and liabilities	(516)		108
Net change in unrealized (appreciation) depreciation on investments	(37,944)		30,114
Net change in unrealized currency (gain) loss on non-investment assets and liabilities	1,710		(191)
Cost of investments purchased and change in payable for investments purchased	(233,257)		(92,191)
Proceeds from sales and repayments of investments and change in receivable for investments sold	401,134		338,049
Changes in operating assets:
Interest receivable	5,435		(771)
Prepaid expenses and other assets	(2,069)		(1,165)
Changes in operating liabilities:

Interest and credit facility fees payable	(5,607)		(3,973)
Management and incentive fees payable	(846)		(182)
Administrative service fees payable	(616)		392
Other accrued expenses and liabilities	1,540		(254)
Net cash provided by (used in) operating activities	242,144		328,387
Cash flows from financing activities:
Proceeds from issuance of common stock, inclusive of change in receivable for issuance of common stock and common stock proceeds received in advance	59,043		62,236
Repurchase of common stock	(128,795)		(112,253)
Borrowings on Credit Facilities	304,909		169,000
Repayments of Credit Facilities	(397,075)		(368,823)
Debt issuance costs paid	—		(150)
Dividends paid in cash	(80,395)		(86,412)

Net cash provided by (used in) financing activities	(242,313)		(336,402)
Net increase (decrease) in cash, cash equivalents and restricted cash	(169)		(8,015)
Cash, cash equivalents and restricted cash, beginning of period	65,755		73,760
Cash, cash equivalents and restricted cash, end of period	$	65,586	$	65,745
Supplemental disclosures:


Interest and credit facility fees paid during the period	$	50,791	$	54,456
Taxes, including excise tax, paid during the period	$	841	$	69
Dividends declared during the period	$	81,773	$	85,815
Dividends reinvested during the period	$	2,939	$	1,515

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
First Lien Debt (90.2% of fair value)
Accession Risk Management Group, Inc.	+#	(2)(3)(13)	Diversified Financial Services	SOFR	4.75%	9.93%	11/1/2019	11/1/2029	$	38,802	$	38,539	$	38,902	3.69	%
ACR Group Borrower, LLC	+	(2)(3)(13)	Aerospace & Defense	SOFR	5.00%	9.67%	5/14/2024	3/31/2028	724		713		724		0.07
ADPD Holdings, LLC	^+#	(2)(3)(11)(13)	Consumer Services	SOFR	6.00%	10.83%	8/16/2022	8/15/2028	21,521		21,089		19,291		1.83
Advanced Web Technologies Holding Company	^+	(2)(3)(13)	Containers, Packaging & Glass	SOFR	5.75%	10.06%	12/17/2020	12/17/2027	18,503		18,315		18,456		1.75
AI Grace AUS Bidco Pty LTD (Australia)	+	(2)(3)(7)	Consumer Goods: Non-Durable	SOFR	6.50%	11.51%	12/5/2023	12/5/2029	2,286		2,224		2,286		0.22
Allied Benefit Systems Intermediate LLC	#	(2)(3)	Healthcare & Pharmaceuticals	SOFR	5.25%	10.15%	10/31/2023	10/31/2030	2,543		2,509		2,568		0.24
Alpine Acquisition Corp II	^+	(2)(3)(11)(13)	Transportation: Cargo	SOFR	6.00%	11.20%	4/19/2022	11/30/2026	23,382		23,131		19,625		1.86
Apex Companies Holdings, LLC	^#	(2)(3)(13)	Environmental Industries	SOFR	5.50%	10.64%	1/31/2023	1/31/2028	9,953		9,686		9,880		0.94
Applied Technical Services, LLC	^	(2)(3)(11)	Business Services	SOFR	6.00%	10.75%	9/18/2023	12/29/2026	476		468		470		0.04
Applied Technical Services, LLC	^	(2)(3)(11)(13)	Business Services	SOFR	5.75%	10.50%	12/29/2020	12/29/2026	1,232		1,209		1,201		0.11
Appriss Health, LLC	^+#	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	7.00%	11.83%	5/6/2021	5/6/2027	43,772		43,283		43,134		4.11
Ardonagh Midco 3 PLC (United Kingdom)	+	(2)(3)(7)	Diversified Financial Services	SOFR	4.75%	9.90%	3/1/2024	2/15/2031	1,176		1,159		1,162		0.11
Artifact Bidco, Inc.	+	(2)(3)(13)	Software	SOFR	4.50%	9.10%	7/26/2024	7/26/2031	704		695		694		0.07
Ascend Buyer, LLC	#	(2)(3)(11)(13)	Containers, Packaging & Glass	SOFR	5.75%	10.50%	9/30/2021	9/30/2028	12,705		12,530		12,633		1.20
Associations, Inc.	^+	(2)(3)(11)(13)	Construction & Building	SOFR	6.50%	12.00%	5/3/2024	7/2/2028	6,552		6,546		6,606		0.63
Athlete Buyer, LLC	^+	(2)(3)(11)(13)	Construction & Building	SOFR	6.50%	11.29%	3/29/2024	4/26/2029	3,884		3,746		3,768		0.36
Atlas US Finco, Inc.	^	(2)(3)(7)(13)	High Tech Industries	SOFR	5.75%	11.03%	12/15/2022	12/12/2029	1,445		1,407		1,437		0.14
Atlas US Finco, Inc.	^	(2)(3)(7)	High Tech Industries	SOFR	5.75%	11.03%	12/18/2023	12/10/2029	669		657		666		0.06
Auditboard, Inc.	^+	(2)(3)(13)	Software	SOFR	4.75%	9.35%	7/12/2024	7/12/2031	6,000		5,902		5,896		0.56
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	+#	(2)(3)(7)(11)	Software	SOFR	3.00%, 4.00% PIK	11.70%	12/24/2019	12/24/2026	37,775		37,428		36,321		3.45
Avalara, Inc.	+#	(2)(3)(13)	Diversified Financial Services	SOFR	6.25%	10.85%	10/19/2022	10/19/2028	13,500		13,225		13,611		1.29
Azurite Intermediate Holdings, Inc.	+	(2)(3)(13)	Software	SOFR	6.50%	11.35%	3/19/2024	3/19/2031	2,683		2,627		2,676		0.25
Barnes & Noble, Inc.	+	(2)(3)(10)(11)	Retail	SOFR	8.31%	13.23%	8/7/2019	12/20/2026	20,133		19,809		20,085		1.91
Big Bus Tours Group Limited (United Kingdom)	^	(2)(7)(13)	Leisure Products & Services	SOFR	8.25%	13.10%	6/4/2024	6/4/2031	—		(26)		(25)		0.00

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Big Bus Tours Group Limited (United Kingdom)	+	(2)(7)	Leisure Products & Services	EURIBOR	8.25%	12.00%	6/4/2024	6/4/2031	€	3,303	$	3,489	$	3,576	0.34	%
Big Bus Tours Group Limited (United Kingdom)	+	(2)(7)	Leisure Products & Services	SOFR	8.25%	13.56%	6/4/2024	6/4/2031	5,341		5,186		5,194		0.49
Bingo Group Buyer, Inc.	^+	(2)(3)(13)	Environmental Industries	SOFR	5.00%	10.32%	7/10/2024	7/10/2031	3,455		3,395		3,426		0.33
Birsa S.p.A. (Italy)	^	(2)(7)(13)	Healthcare & Pharmaceuticals	EURIBOR	6.00%	9.68%	7/2/2024	6/30/2031	€	1,586	1,591		1,644		0.16
BlueCat Networks, Inc. (Canada)	^+	(2)(3)(7)	High Tech Industries	SOFR	5.75%	10.66%	8/8/2022	8/8/2028	15,372		15,166		15,372		1.46
BMS Holdings III Corp.	+#	(2)(3)(11)	Construction & Building	SOFR	5.50%	10.74%	9/30/2019	9/30/2026	28,532		28,286		27,382		2.60
Bradyifs Holdings, LLC	#	(2)(3)(13)	Wholesale	SOFR	6.00%	11.22%	10/31/2023	10/31/2029	15,356		15,076		15,350		1.46
CD&R Madison Parent Ltd (United Kingdom)	^	(2)(7)	Business Services	EURIBOR	5.95%, 2.00% PIK	11.46%	2/27/2023	2/27/2030	€	124	128		140		0.01
CD&R Madison Parent Ltd (United Kingdom)	^	(2)(7)(13)	Business Services	SONIA	6.45%, 2.00% PIK	13.40%	2/27/2023	2/27/2030	£	277	326		378		0.04
Celerion Buyer, Inc.	#	(2)(3)(13)	Healthcare & Pharmaceuticals	SOFR	5.50%	10.73%	11/3/2022	11/3/2029	1,548		1,510		1,548		0.15
Chemical Computing Group ULC (Canada)	^+	(2)(3)(7)(11)(13)	Software	SOFR	4.50%	9.45%	8/30/2018	8/30/2025	11,762		11,756		11,762		1.12
CircusTrix Holdings, LLC	^+	(2)(3)(13)	Leisure Products & Services	SOFR	6.50%	11.37%	7/18/2023	7/14/2028	9,376		9,178		9,470		0.90
Comar Holding Company, LLC	+#	(2)(3)(11)	Containers, Packaging & Glass	SOFR	2.00%, 4.75% PIK	11.23%	6/18/2018	6/18/2026	45,757		45,713		41,385		3.93
CoreWeave Compute Acquisition Co. II, LLC	^	(2)(3)	High Tech Industries	SOFR	9.62%	14.65%	7/30/2023	7/30/2028	1,926		1,899		1,945		0.18
CoreWeave Compute Acquisition Co. IV, LLC	^	(2)(13)	High Tech Industries	SOFR	6.00%	11.05%	5/22/2024	5/22/2029	5,106		4,687		4,656		0.44
Cority Software Inc. (Canada)	#	(2)(3)(7)	Software	SOFR	7.00%	12.33%	9/3/2020	7/2/2026	1,826		1,806		1,826		0.17
Cority Software Inc. (Canada)	^+#	(2)(3)(7)(13)	Software	SOFR	5.00%	10.33%	7/2/2019	7/2/2026	54,643		54,295		54,643		5.19
Coupa Holdings, LLC	#	(2)(3)(13)	Software	SOFR	5.50%	10.75%	2/27/2023	2/28/2030	2,154		2,102		2,166		0.21
CST Holding Company	#	(2)(3)(11)(13)	Consumer Goods: Non-Durable	SOFR	5.00%	9.85%	11/1/2022	11/1/2028	2,449		2,389		2,447		0.23
DCA Investment Holding LLC	+	(2)(3)	Healthcare & Pharmaceuticals	SOFR	6.41%	11.01%	3/11/2021	4/3/2028	11,982		11,885		11,698		1.11
Denali Midco 2, LLC	#	(2)(3)(11)	Consumer Services	SOFR	6.50%	11.70%	9/15/2022	12/22/2027	9,825		9,627		9,825		0.93
Diligent Corporation	^	(2)(3)	Telecommunications	SOFR	5.00%	10.09%	8/4/2020	8/4/2030	636		627		638		0.06
Dwyer Instruments, Inc.	#	(2)(3)(11)(13)	Capital Equipment	SOFR	5.75%	10.44%	7/21/2021	7/21/2027	13,501		13,350		13,501		1.28
Eliassen Group, LLC	^+	(2)(3)	Business Services	SOFR	5.75%	10.39%	4/14/2022	4/14/2028	21,224		21,016		20,947		1.99

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Ellkay, LLC	#	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	5.50%, 2.00% PIK	12.55%	9/14/2021	9/14/2027	$	13,996	$	13,829	$	12,119	1.15	%
Essential Services Holding Corporation	#	(2)(3)(13)	Consumer Services	SOFR	5.00%	10.29%	6/17/2024	6/17/2031	758		749		749		0.07
Excel Fitness Holdings, Inc.	#	(2)(3)	Leisure Products & Services	SOFR	5.50%	10.10%	8/11/2022	4/29/2029	2,832		2,768		2,823		0.27
Excel Fitness Holdings, Inc.	^#	(2)(3)(11)(13)	Leisure Products & Services	SOFR	5.25%	9.85%	4/29/2022	4/29/2029	6,141		6,041		6,053		0.57
Excelitas Technologies Corp.	^+#	(2)(3)(13)	Capital Equipment	SOFR	5.25%	9.85%	8/12/2022	8/12/2029	6,097		6,014		6,133		0.58
Excelitas Technologies Corp.	+	(2)	Capital Equipment	EURIBOR	5.25%	8.60%	8/12/2022	8/12/2029	€	3,221	3,333		3,603		0.34
FPG Intermediate Holdco, LLC	^	(2)(3)(11)	Consumer Services	SOFR	2.75%, 4.00% PIK	11.25%	8/5/2022	3/5/2027	742		734		559		0.05
Generator Buyer, Inc. (Canada)	^+	(2)(3)(7)(13)	Energy: Electricity	CORRA	5.25%	9.22%	7/22/2024	7/22/2030	C$	8,042	5,715		5,817		0.55
Greenhouse Software, Inc.	^+#	(2)(3)(13)	Software	SOFR	6.25%	10.85%	3/1/2021	9/1/2028	32,796		32,245		32,717		3.11
GS AcquisitionCo, Inc.	^+	(2)(3)(13)	Software	SOFR	5.25%	9.83%	3/26/2024	5/25/2028	1,097		1,094		1,101		0.10
Guidehouse LLP	^	(2)(3)	Sovereign & Public Finance	SOFR	3.75%, 2.00% PIK	10.60%	9/30/2022	12/16/2030	80		79		81		0.01
Hadrian Acquisition Limited (United Kingdom)	+	(2)(3)(7)(10)(13)	Diversified Financial Services	SONIA	5.16%, 3.20% PIK	13.31%	2/28/2022	2/28/2029	£	13,661	17,466		18,587		1.76
Heartland Home Services, Inc.	+#	(2)(3)(11)(13)	Consumer Services	SOFR	6.00%	10.85%	12/15/2020	12/15/2026	31,051		30,774		29,064		2.76
Heartland Home Services, Inc.	#	(2)(3)(11)	Consumer Services	SOFR	5.75%	10.60%	2/10/2022	12/15/2026	3,973		3,954		3,721		0.35
Hercules Borrower LLC	^+	(2)(3)(11)(13)	Environmental Industries	SOFR	5.50%	10.20%	12/14/2020	12/14/2026	17,941		17,727		17,941		1.70
Hoosier Intermediate, LLC	^#	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	5.00%	10.12%	11/15/2021	11/15/2028	16,067		15,828		16,067		1.53
HS Spa Holdings Inc.	^+	(2)(3)(13)	Consumer Services	SOFR	5.25%	10.30%	6/2/2022	6/2/2029	8,834		8,692		8,891		0.84
HS Spa Holdings Inc.	^	(2)(3)(13)	Consumer Services	SOFR	5.25%	10.10%	3/12/2024	6/2/2029	—		(6)		—		—
Icefall Parent, Inc.	+	(2)(3)(13)	Software	SOFR	6.50%	11.35%	1/26/2024	1/26/2030	7,811		7,655		7,708		0.73
iCIMS, Inc.	^+#	(2)(3)(13)	Software	SOFR	5.75%	10.67%	8/18/2022	8/18/2028	28,383		28,062		28,265		2.68
iCIMS, Inc.	^	(2)(3)(13)	Software	SOFR	5.75%	10.74%	8/18/2022	8/18/2028	—		—		(18)		0.00
Infront Luxembourg Finance S.À R.L. (Luxembourg)	+#	(2)(7)	Leisure Products & Services	EURIBOR	4.50%, 5.50% PIK	13.51%	5/28/2021	5/28/2027	€	33,459	40,017		37,245		3.54
IQN Holding Corp.	^+	(2)(3)(13)	Business Services	SOFR	5.25%	10.31%	5/2/2022	5/2/2029	6,967		6,914		6,967		0.66
iRobot Corporation	^	(2)(3)(7)(11)	Consumer Goods: Durable	SOFR	6.50%, 2.50% PIK	14.41%	7/25/2023	7/31/2026	4,376		4,376		4,223		0.40
Jeg's Automotive, LLC	#	(2)(3)(8)(11)	Auto Aftermarket & Services	SOFR	6.00%	10.59%	12/22/2021	12/22/2027	16,375		16,150		7,813		0.74
Kaseya, Inc.	+	(2)(3)(13)	High Tech Industries	SOFR	5.50%	10.74%	6/23/2022	6/23/2029	36,935		36,366		36,935		3.51

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Lifelong Learner Holdings, LLC	+#	(2)(3)(11)(13)	Business Services	SOFR	6.75%	12.15%	10/18/2019	10/18/2025	$	8,126	$	8,072	$	7,382	0.70	%
LVF Holdings, Inc.	+#	(2)(3)(11)(13)	Beverage & Food	SOFR	5.75%	10.42%	6/10/2021	6/10/2027	39,565		39,137		39,565		3.76
Material Holdings, LLC	#	(2)(3)(11)(13)	Business Services	SOFR	1.80%, 4.20% PIK	10.70%	8/19/2021	8/19/2027	13,749		13,749		13,749		1.31
Material Holdings, LLC	#	(2)(3)(8)(11)	Business Services	SOFR	6.00%, (100% PIK)	10.59%	8/19/2021	8/19/2027	3,378		1,310		1,390		0.13
Maverick Acquisition, Inc.	+#	(2)(3)(11)	Aerospace & Defense	SOFR	6.25%	10.85%	6/1/2021	6/1/2027	42,751		42,314		34,504		3.28
Medical Manufacturing Technologies, LLC	#	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	5.75%	10.42%	12/23/2021	12/23/2027	19,515		19,253		19,187		1.82
NEFCO Holding Company LLC	^+#	(2)(3)(13)	Construction & Building	SOFR	5.75%	11.13%	8/5/2022	8/5/2028	22,406		22,095		22,339		2.12
North Haven Fairway Buyer, LLC	^+#	(2)(3)(13)	Consumer Services	SOFR	6.50%	11.33%	5/17/2022	5/17/2028	22,839		22,424		22,839		2.17
North Haven Fairway Buyer, LLC	#	(2)(3)(13)	Consumer Services	SOFR	5.25%	10.21%	6/26/2024	5/17/2028	722		599		653		0.06
North Haven Stallone Buyer, LLC	^	(2)(3)	Consumer Services	SOFR	5.75%	10.83%	10/11/2022	5/24/2027	198		195		195		0.02
North Haven Stallone Buyer, LLC	^	(2)(3)(11)(13)	Consumer Services	SOFR	6.00%	11.22%	11/3/2023	5/24/2027	4,075		3,988		4,036		0.38
Oak Purchaser, Inc.	^+	(2)(3)(13)	Business Services	SOFR	5.50%	9.75%	4/28/2022	4/28/2028	7,475		7,422		7,337		0.70
Oak Purchaser, Inc.	^+	(2)(3)(13)	Business Services	SOFR	5.50%	9.75%	2/1/2024	4/28/2028	836		795		790		0.07
Oranje Holdco, Inc.	+	(2)(3)(13)	Business Services	SOFR	7.50%	12.75%	2/1/2023	2/1/2029	4,026		3,937		4,013		0.38
Oranje Holdco, Inc.	+	(2)(3)	Business Services	SOFR	7.25%	12.50%	6/26/2024	2/1/2029	1,687		1,655		1,653		0.16
Park County Holdings, LLC	+	(2)(3)(10)	Media: Advertising, Printing & Publishing	SOFR	7.28%	12.12%	11/29/2023	11/29/2029	28,759		28,229		28,471		2.70
PDI TA Holdings, Inc	+	(2)(3)(13)	Software	SOFR	5.25%	10.35%	2/1/2024	2/1/2031	2,283		2,255		2,258		0.21
Performance Health Holdings, Inc.	#	(2)(3)(11)	Healthcare & Pharmaceuticals	SOFR	5.75%	11.11%	7/12/2021	7/12/2027	6,444		6,376		6,444		0.61
Pestco Intermediate, LLC	#	(2)(3)(11)(13)	Environmental Industries	SOFR	6.00%	11.41%	2/6/2023	2/17/2028	2,240		2,184		2,292		0.22
PF Atlantic Holdco 2, LLC	#	(2)(3)(11)(13)	Leisure Products & Services	SOFR	5.50%	10.61%	11/12/2021	11/12/2027	36,386		35,937		36,386		3.45
PPV Intermediate Holdings, LLC	^	(2)(3)(13)	Healthcare & Pharmaceuticals	SOFR	5.25%	9.84%	8/7/2024	8/31/2029	—		(84)		(87)		(0.01)
Project Castle, Inc.	#	(2)(3)	Capital Equipment	SOFR	5.50%	10.83%	6/24/2022	6/1/2029	7,350		6,763		6,693		0.64
Prophix Software Inc. (Canada)	^	(2)(3)(7)(13)	Software	SOFR	6.00%	10.59%	2/1/2021	2/1/2027	343		328		327		0.03
Prophix Software Inc. (Canada)	^+	(2)(3)(7)(13)	Software	SOFR	6.00%	11.84%	11/21/2023	2/1/2027	17,994		17,815		17,874		1.70
PXO Holdings I Corp.	^+	(2)(3)(11)(13)	Chemicals, Plastics & Rubber	SOFR	5.50%	10.35%	3/8/2022	3/8/2028	9,674		9,538		9,650		0.92

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
QBS Parent, Inc.	^	(2)	Energy: Oil & Gas	SOFR	4.25%	8.84%	8/22/2024	9/30/2025	$	249	$	249	$	243	0.02	%
QNNECT, LLC	#	(2)(3)(13)	Aerospace & Defense	SOFR	6.75%	11.83%	11/2/2022	11/2/2029	2,631		2,553		2,664		0.25
Quantic Electronics, LLC	#	(2)(3)(11)(13)	Aerospace & Defense	SOFR	6.25%	10.96%	11/19/2020	11/19/2026	14,910		14,770		14,886		1.41
Quantic Electronics, LLC	#	(2)(3)(11)	Aerospace & Defense	SOFR	6.25%	10.95%	3/1/2021	3/1/2027	9,651		9,559		9,635		0.91
Radwell Parent, LLC	#	(2)(3)(13)	Wholesale	SOFR	5.50%	10.10%	12/1/2022	4/1/2029	4,640		4,526		4,642		0.44
Regency Entertainment, Inc.	+	(2)(3)(11)	Media: Advertising, Printing & Publishing	SOFR	6.75%, 2.25% PIK	13.70%	7/5/2023	6/23/2028	10,000		9,798		10,300		0.98
SCP Eye Care HoldCo, LLC	^	(2)(3)(13)	Healthcare & Pharmaceuticals	SOFR	5.50%	10.49%	10/7/2022	10/7/2029	144		140		143		0.01
Smarsh Inc.	^+	(2)(3)(13)	Software	SOFR	5.75%	10.35%	2/18/2022	2/18/2029	3,673		3,613		3,673		0.35
SPay, Inc.	^+	(2)(3)(11)	Leisure Products & Services	SOFR	2.88%, 6.38% PIK	14.65%	6/15/2018	6/15/2026	28,575		28,525		24,650		2.34
Speedstar Holding LLC	+#	(2)(3)(13)	Auto Aftermarket & Services	SOFR	6.00%	11.32%	7/2/2024	7/22/2027	16,422		16,167		16,087		1.53
SPF Borrower, LLC	^	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	6.25%	11.00%	2/1/2024	2/1/2028	10,392		10,392		10,392		0.99
SPF Borrower, LLC	^	(2)(3)(11)	Healthcare & Pharmaceuticals	SOFR	9.50%	14.25%	2/1/2024	2/1/2028	3,822		3,822		3,822		0.36
Spotless Brands, LLC	^+#	(2)(3)(13)	Consumer Services	SOFR	5.75%	10.80%	6/21/2022	7/25/2028	34,111		33,463		34,052		3.23
Summit Acquisition, Inc.	#	(2)(3)(13)	Diversified Financial Services	SOFR	6.50%	11.10%	5/4/2023	5/1/2030	2,948		2,847		3,028		0.29
Tank Holding Corp.	^+	(2)(3)(11)(13)	Capital Equipment	SOFR	5.75%	10.02%	3/31/2022	3/31/2028	21,558		21,289		21,340		2.03
Tank Holding Corp.	+	(2)(3)(11)(13)	Capital Equipment	SOFR	6.00%	10.85%	9/26/2024	3/31/2028	2,377		2,349		2,349		0.22
TCFI Aevex LLC	+#	(2)(3)(11)	Aerospace & Defense	SOFR	6.00%	10.85%	3/18/2020	3/18/2026	28,046		27,880		28,046		2.66
The Chartis Group, LLC	^+	(2)(3)(13)	Healthcare & Pharmaceuticals	SOFR	4.50%	9.44%	9/17/2024	9/17/2031	20,820		20,517		20,515		1.95
Trader Corporation (Canada)	+#	(2)(3)(7)(13)	Auto Aftermarket & Services	CORRA	5.50%	10.50%	12/22/2022	12/22/2028	C$	1,672	1,205		1,236		0.12
Tufin Software North America, Inc.	^+#	(2)(3)(11)(13)	Software	SOFR	6.95%	11.90%	8/17/2022	8/17/2028	28,328		27,921		28,096		2.67
Turbo Buyer, Inc.	+#	(2)(3)(13)	Auto Aftermarket & Services	SOFR	6.00%	10.84%	12/2/2019	12/2/2025	42,319		42,064		39,484		3.75
United Flow Technologies Intermediate Holdco II, LLC	^+	(2)(3)(13)	Environmental Industries	SOFR	5.25%	9.86%	6/21/2024	6/21/2031	2,528		2,467		2,483		0.24
US INFRA SVCS Buyer, LLC	+#	(2)(3)(11)(13)	Environmental Industries	SOFR	2.50%, 4.75% PIK	12.75%	4/13/2020	4/13/2027	46,562		46,257		42,090		4.00
U.S. Legal Support, Inc.	^+	(2)(3)(11)(13)	Business Services	SOFR	5.75%	10.36%	11/30/2018	5/31/2026	21,904		21,880		21,736		2.06
USR Parent Inc.	+	(2)(3)(10)	Retail	SOFR	7.60%	12.80%	4/22/2022	4/25/2027	3,444		3,425		3,419		0.32
Vensure Employer Services, Inc.	^+	(2)(3)(13)	Business Services	SOFR	5.00%	9.59%	9/27/2024	9/27/2031	19,807		19,554		19,426		1.84

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Wineshipping.com LLC	#	(2)(3)(11)(13)	Beverage & Food	SOFR	5.75%	10.78%	10/29/2021	10/29/2027	$	15,639	$	15,456	$	13,836	1.31	%
World 50, Inc.	+	(2)(3)(13)	Business Services	SOFR	5.75%	10.59%	3/22/2024	3/22/2030	19,173		18,801		18,879		1.79
Yellowstone Buyer Acquisition, LLC	^	(2)(3)(11)	Consumer Goods: Durable	SOFR	5.75%	11.13%	9/13/2021	9/13/2027	437		432		409		0.04
YLG Holdings, Inc.	+	(2)(3)	Consumer Services	SOFR	5.00%	10.25%	9/30/2020	11/1/2026	9,626		9,534		9,661		0.92
First Lien Debt Total											$	1,555,671	$	1,519,312.00	144.23	%
Second Lien Debt (6.0% of fair value)
11852604 Canada Inc. (Canada)	^	(2)(3)(7)(11)	Healthcare & Pharmaceuticals	SOFR	9.50%, (100% PIK)	14.25%	9/30/2021	9/30/2028	$	9,827	$	9,728	$	9,581	0.91	%
Aimbridge Acquisition Co., Inc.	+	(2)(11)	Leisure Products & Services	SOFR	7.50%	12.82%	2/1/2019	2/1/2027	21,047		20,842		20,492		1.95
AP Plastics Acquisition Holdings, LLC	+	(2)(3)(11)	Chemicals, Plastics & Rubber	SOFR	7.25%	12.20%	8/10/2021	8/10/2029	38,180		37,440		38,180		3.62
AQA Acquisition Holdings, Inc.	+	(2)(3)(11)	High Tech Industries	SOFR	7.50%	12.85%	5/14/2021	3/3/2029	5,538		5,446		5,538		0.53
Associations, Inc.	^	(9)	Construction & Building	FIXED	14.25%, (100% PIK)	14.25%	5/3/2024	5/3/2030	2,650		2,638		2,638		0.25
PAI Holdco, Inc.	+	(2)(3)	Auto Aftermarket & Services	SOFR	5.50%, 2.00% PIK	12.90%	10/28/2020	10/28/2028	14,597		14,356		13,203		1.25
TruGreen Limited Partnership	+	(2)(3)(11)	Consumer Services	SOFR	8.50%	13.75%	11/16/2020	11/2/2028	13,000		12,840		10,638		1.01
Second Lien Debt Total											$	103,290	$	100,270	9.52	%


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		% of Net Assets
Equity Investments (3.8% of fair value)
ANLG Holdings, LLC	^	(6)(12)	Capital Equipment	6/22/2018	592	$	592	$	1,061	0.10	%
Appriss Health, LLC	^	(6)	Healthcare & Pharmaceuticals	5/6/2021	1	609		592		0.06
Atlas Ontario LP (Canada)	^	(6)(7)(12)	Business Services	4/7/2021	5,114	5,114		5,114		0.49
Blackbird Holdco, Inc.	^	(6)	Capital Equipment	12/14/2021	9	9,039		8,929		0.85
Buckeye Parent, LLC	^	(6)(12)	Auto Aftermarket & Services	12/22/2021	442	442		—		—
Cority Software Inc. (Canada)	^	(6)(7)(12)	Software	7/2/2019	250	250		779		0.07
ECP Parent, LLC	^	(6)(12)	Healthcare & Pharmaceuticals	3/29/2018	268	—		197		0.02
FS NU Investors, LP	^	(6)	Consumer Services	8/9/2024	1	130		132		0.01
GB Vino Parent, L.P.	^	(6)(12)	Beverage & Food	10/29/2021	4	274		128		0.01
Integrity Marketing Group, LLC	^	(6)	Diversified Financial Services	12/21/2021	20,039	19,938		19,044		1.81
NearU Holdings LLC	^	(6)(12)	Consumer Services	8/16/2022	25	2,470		670		0.06
NEFCO Holding Company LLC	^	(6)	Construction & Building	8/5/2022	1	608		608		0.06
North Haven Goldfinch Topco, LLC	^	(6)(12)	Containers, Packaging & Glass	6/18/2018	2,315	2,315		—		—

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		% of Net Assets
Pascal Ultimate Holdings, L.P	^	(6)(12)	Capital Equipment	7/21/2021	36	$	346	$	766	0.07	%
Profile Holdings I, LP	^	(6)(12)	Chemicals, Plastics & Rubber	3/8/2022	3	262		272		0.03
Sinch AB (Sweden)	^	(6)(7)(12)	High Tech Industries	3/26/2019	106	1,168		319		0.03
SPF HOLDCO LLC	^	(6)(12)	Healthcare & Pharmaceuticals	2/1/2024	4,030	5,428		5,635		0.53
Summit K2 Midco, Inc.	^	(6)(12)	Diversified Financial Services	4/27/2023	61	61		92		0.01
Talon MidCo 1 Limited	^	(6)(12)	Software	8/17/2022	1,018	1,456		1,857		0.18
Tank Holding Corp.	^	(6)(12)	Capital Equipment	3/26/2019	850	—		3,485		0.33
Titan DI Preferred Holdings, Inc.	^	(6)	Energy: Oil & Gas	2/11/2020	11,652	11,547		11,652		1.11
Turbo Buyer, Inc.	^	(6)(12)	Auto Aftermarket & Services	12/2/2019	1,925	933		1,502		0.14
TW LRW Holdings, LLC	#	(6)(12)	Business Services	6/14/2024	4	—		—		—
U.S. Legal Support Investment Holdings, LLC	^	(6)(12)	Business Services	11/30/2018	641	641		798		0.08
Zenith American Holding, Inc.	^	(6)(12)	Business Services	12/13/2017	440	211		564		0.05
Equity Investments Total						$	63,834	$	64,196	6.10	%
Total investments—non-controlled/non-affiliated						$	1,722,795	$	1,683,778	159.85	%
Total investments						$	1,722,795	$	1,683,778	159.85	%

^ Denotes that all or a portion of the assets are owned by Carlyle Credit Solutions, Inc. (together with its consolidated subsidiary, “we,” “us,” “our,” “CARS” or the “Company”). Accordingly, such assets are not available to creditors of Carlyle Credit Solutions SPV LLC (the “SPV”) or Carlyle Credit Solutions SPV2 LLC (“SPV2”).

+ Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the SPV. The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 5, Borrowings to these unaudited consolidated financial statements). Accordingly, such assets are not available to creditors of the Company or SPV2.

# Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, SPV2. SPV2 has entered into a senior secured revolving credit facility (the “SPV2 Credit Facility,” and together with the SPV Credit Facility, the “Credit Facilities”). The lenders of the SPV2 Credit Facility have a first lien security interest in substantially all of the assets of SPV2 (see Note 5, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to creditors of the Company or the SPV.

** Par amount is denominated in USD (“$”) unless otherwise noted, as denominated in Canadian Dollar (“C$”), Euro (“€”) or British Pound (“£”).

(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of September 30, 2024, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2024, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2024. As of September 30, 2024, the reference rates for variable rate loans were the 30-day SOFR at 4.85%, the 90-day SOFR at 4.59%, the 180-day SOFR at 4.25%, the daily SONIA at 4.95%, the 90-day EURIBOR at 3.28%, the 180-day EURIBOR at 3.11%, and the 30-day CORRA at 4.30%.

(3)Loan includes interest rate floor feature, which ranges from 0.50% to 3.00%.

(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.

(5)Fair value is determined in good faith by or under the direction of the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements, to these unaudited consolidated financial statements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments and equity investments was determined using significant unobservable inputs.

(6)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2024, the aggregate fair value of these securities is $64,196, or 6.10% of the Company’s net assets.

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)

(7)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.

(8)Loan was on non-accrual status as of September 30, 2024.

(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.

(10)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders, which has been included in the spread of each applicable investment. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.

(11)Loans include a credit spread adjustment that typically ranges from 0.10% to 0.43%.

(12)Represents a non-income producing security as of September 30, 2024.

(13)As of September 30, 2024, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount **		Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Accession Risk Management Group, INC.	Revolver	0.50	%	$	1,096	$	3
ACR Group Borrower, LLC	Delayed Draw	0.75		517		—
ADPD Holdings, LLC	Delayed Draw	1.00		5,056		(415)
ADPD Holdings, LLC	Revolver	0.50		568		(47)
Advanced Web Technologies Holding Company	Revolver	0.50		1,970		(4)
Alpine Acquisition Corp II	Revolver	0.50		586		(92)
Apex Companies Holdings, LLC	Delayed Draw	1.00		5,755		(27)
Applied Technical Services, LLC	Delayed Draw	1.00		512		(9)
Applied Technical Services, LLC	Revolver	0.50		61		(1)
Appriss Health, LLC	Revolver	0.50		3,051		(42)
Artifact Bidco, Inc.	Delayed Draw	0.50		172		(2)
Artifact Bidco, Inc.	Revolver	0.35		123		(1)
Ascend Buyer, LLC	Revolver	0.50		856		(4)
Associations, Inc.	Delayed Draw	—		508		4
Associations, Inc.	Revolver	0.50		407		3
Athlete Buyer, LLC	Delayed Draw	1.00		3,676		(56)
Atlas US Finco, Inc.	Revolver	0.50		134		(1)
Auditboard, Inc.	Delayed Draw	—		2,857		(30)
Auditboard, Inc.	Revolver	0.50		1,143		(12)
Avalara, Inc.	Revolver	0.50		1,350		10
Azurite Intermediate Holdings, Inc.	Delayed Draw	0.50		894		(2)
Azurite Intermediate Holdings, Inc.	Revolver	0.50		397		(1)
Big Bus Tours Group Limited (United Kingdom)	Delayed Draw	1.50		913		(25)
Bingo Group Buyer, Inc.	Delayed Draw	0.75		1,066		(6)
Bingo Group Buyer, Inc.	Revolver	0.50		397		(2)
Birsa S.p.A. (Italy)	Delayed Draw	1.25		€	2,538	(60)

Bradyifs Holdings, LLC	Delayed Draw	1.00		451		—
CD&R Madison Parent Ltd (United Kingdom)	Delayed Draw	1.50		£	28	—

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount **		Fair Value
Celerion Buyer, Inc.	Delayed Draw	1.00	%	$	249	$	—
Celerion Buyer, Inc.	Revolver	0.50		125		—
Chemical Computing Group ULC (Canada)	Revolver	0.50		903		—
CircusTrix Holdings, LLC	Delayed Draw	1.00		215		2
CircusTrix Holdings, LLC	Revolver	0.50		323		3
CoreWeave Compute Acquisition Co. IV, LLC	Delayed Draw	0.50		24,894		(373)
Cority Software Inc. (Canada)	Revolver	0.50		3,000		—
Coupa Holdings, LLC	Delayed Draw	1.50		193		1
Coupa Holdings, LLC	Revolver	0.50		148		1
CST Holding Company	Revolver	0.50		235		—
Dwyer Instruments, Inc.	Revolver	0.50		1,178		—
Ellkay, LLC	Revolver	0.50		1,071		(133)
Essential Services Holding Corporation	Delayed Draw	1.00		149		(1)
Essential Services Holding Corporation	Revolver	0.50		93		(1)
Excel Fitness Holdings, Inc.	Revolver	0.50		891		(11)
Excelitas Technologies Corp.	Delayed Draw	1.00		51		—
Excelitas Technologies Corp.	Revolver	0.50		1,164		6
Generator Buyer, Inc. (Canada)	Delayed Draw	0.50		C$	1,958	(42)
Generator Buyer, Inc. (Canada)	Revolver	0.50		C$	1,111	(24)
Greenhouse Software, Inc.	Revolver	0.50		2,204		(5)
GS AcquisitionCo, Inc.	Delayed Draw	0.50		37		—
GS AcquisitionCo, Inc.	Revolver	0.50		45		—
Hadrian Acquisition Limited (United Kingdom)	Delayed Draw	2.33		£	5,657	53
Heartland Home Services, Inc.	Revolver	0.50		2,780		(163)
Hercules Borrower LLC	Revolver	0.50		2,160		—
Hoosier Intermediate, LLC	Revolver	0.50		2,400		—
HS Spa Holdings Inc.	Delayed Draw	0.50		640		—
HS Spa Holdings Inc.	Revolver	0.50		856		5
Icefall Parent, Inc.	Revolver	0.50		744		(9)
iCIMS, Inc.	Delayed Draw	—		4,578		(18)
iCIMS, Inc.	Revolver	0.50		1,715		(7)
IQN Holding Corp.	Revolver	0.50		375		—
Kaseya, Inc.	Delayed Draw	1.00		853		—
Kaseya, Inc.	Revolver	0.50		1,541		—
Lifelong Learner Holdings, LLC	Revolver	0.50		211		(19)
LVF Holdings, Inc.	Revolver	0.38		2,025		—
Material Holdings, LLC	Revolver	—		192		—

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount **		Fair Value
Medical Manufacturing Technologies, LLC	Revolver	0.50	%	$	355	$	(6)
NEFCO Holding Company LLC	Revolver	0.50		1,321		(4)
North Haven Fairway Buyer, LLC	Delayed Draw	1.00		5,422		(61)
North Haven Fairway Buyer, LLC	Revolver	0.50		923		—
North Haven Stallone Buyer, LLC	Delayed Draw	1.00		1,006		(8)
Oak Purchaser, Inc.	Delayed Draw	0.50		1,552		(30)
Oak Purchaser, Inc.	Revolver	0.50		584		(10)
Oranje Holdco, Inc.	Revolver	0.50		503		(1)
PDI TA Holdings, Inc	Delayed Draw	0.50		528		(4)
PDI TA Holdings, Inc	Revolver	0.50		232		(2)
Pestco Intermediate, LLC	Delayed Draw	1.00		277		429
Pestco Intermediate, LLC	Revolver	0.50		119		2
PF Atlantic Holdco 2, LLC	Revolver	0.50		2,759		—
PPV Intermediate Holdings, LLC	Delayed Draw	1.00		8,696		(87)
Prophix Software Inc. (Canada)	Delayed Draw	—		1,572		(10)
Prophix Software Inc. (Canada)	Revolver	0.50		2,315		(14)
PXO Holdings I Corp.	Revolver	0.50		460		(1)
QNNECT, LLC	Delayed Draw	1.00		662		7
Quantic Electronics, LLC	Revolver	0.50		690		(1)
Radwell Parent, LLC	Revolver	0.38		279		—
SCP Eye Care HoldCo, LLC	Delayed Draw	1.00		14		—
SCP Eye Care HoldCo, LLC	Revolver	0.50		19		—
Smarsh Inc.	Delayed Draw	1.00		408		—
Smarsh Inc.	Revolver	0.50		204		—
Speedstar Holding LLC	Delayed Draw	1.00		3,578		(60)
SPF Borrower, LLC	Revolver	0.50		403		—
Spotless Brands, LLC	Revolver	0.50		438		(1)
Summit Acquisition, Inc.	Delayed Draw	1.00		687		14
Summit Acquisition, Inc.	Revolver	0.50		344		7
Tank Holding Corp.	Delayed Draw	1.00		474		(5)
Tank Holding Corp.	Revolver	0.38		241		(2)
The Chartis Group, LLC	Delayed Draw	1.00		6,373		(64)
The Chartis Group, LLC	Revolver	0.50		3,187		(32)
Trader Corporation (Canada)	Revolver	0.50		C$	91	—
Tufin Software North America, Inc.	Delayed Draw	—		257		(2)
Tufin Software North America, Inc.	Revolver	0.50		1,339		(10)
Turbo Buyer, Inc.	Revolver	0.50		1,075		(70)

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated	Type	Unused Fee		Par/ Principal Amount **		Fair Value
United Flow Technologies Intermediate Holdco II, LLC	Delayed Draw	1.00	%	$	1,383	$	(15)
United Flow Technologies Intermediate Holdco II, LLC	Revolver	0.50		279		(3)
US INFRA SVCS Buyer, LLC	Revolver	0.50		2,100		(193)
U.S. Legal Support, Inc.	Revolver	0.50		142		(1)
Vensure Employer Services, Inc.	Delayed Draw	0.50		5,624		(84)
Wineshipping.com LLC	Revolver	0.50		238		(27)
World 50, Inc.	Revolver	0.50		731		(7)














Total unfunded commitments				$	165,308	$	(1,910)

The type of investments as of September 30, 2024 consisted of the following:


Type	Amortized Cost		Fair Value		% of Fair Value
First Lien Debt	$	1,555,671	$	1,519,312	90.2	%
Second Lien Debt	103,290		100,270		6.0
Equity Investments	63,834		64,196		3.8
Total	$	1,722,795	$	1,683,778	100.0	%

The rate type of debt investments as of September 30, 2024 was as follows:


Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	$	1,656,323	$	1,616,944	99.8	%
Fixed Rate	2,638		2,638		0.2
Total	$	1,658,961	$	1,619,582	100.0	%

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)

The industry composition of investments as of September 30, 2024 was as follows:


Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	$	97,789	$	90,459	5.4	%
Auto Aftermarket & Services	91,317		79,325		4.7
Beverage & Food	54,867		53,529		3.2
Business Services	133,202		132,934		7.9
Capital Equipment	63,075		67,860		4.0
Chemicals, Plastics & Rubber	47,240		48,102		2.9
Construction & Building	63,919		63,341		3.8
Consumer Goods: Durable	4,808		4,632		0.3
Consumer Goods: Non-Durable	4,613		4,733		0.3
Consumer Services	161,256		154,976		9.2
Containers, Packaging & Glass	78,873		72,474		4.3
Diversified Financial Services	93,235		94,426		5.6
Energy: Electricity	5,715		5,817		0.3
Energy: Oil & Gas	11,796		11,895		0.7
Environmental Industries	81,716		78,112		4.6
Healthcare & Pharmaceuticals	166,616		165,199		9.8
High Tech Industries	66,796		66,868		4.0
Leisure Products & Services	151,957		145,864		8.7
Media: Advertising, Printing & Publishing	38,027		38,771		2.3


Retail	23,234		23,504		1.4
Software	239,305		240,621		14.2
Sovereign & Public Finance	79		81		0.0
Telecommunications	627		638		0.0
Transportation: Cargo	23,131		19,625		1.2

Wholesale	19,602		19,992		1.2
Total	$	1,722,795	$	1,683,778	100.0	%

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, 2024

(amounts in thousands) (unaudited)

The geographical composition of investments as of September 30, 2024 was as follows:


Geography	Amortized Cost		Fair Value		% of Fair Value
Australia	$	2,224	$	2,286	0.1	%
Canada	123,178		124,331		7.4

Italy	1,591		1,644		0.1

Luxembourg	77,445		73,566		4.4
Sweden	1,168		319		0.0
United Kingdom	27,728		29,012		1.6
United States	1,489,461		1,452,620		86.4
Total	$	1,722,795	$	1,683,778	100.0	%

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

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
First Lien Debt (86.4% of fair value)

ADPD Holdings, LLC	^+#	(2)(3)(11)(13)	Consumer Services	SOFR	6.00%	11.68%	8/16/2022	8/15/2028	$	20,239	$	19,796	$	17,672	1.60%
Advanced Web Technologies Holding Company	^+	(2)(3)(11)(13)	Containers, Packaging & Glass	SOFR	6.25%	11.76%	12/17/2020	12/17/2026	16,665		16,461		16,734		1.52
Advanced Web Technologies Holding Company	^	(2)(3)(11)	Containers, Packaging & Glass	SOFR	6.75%	12.26%	6/2/2023	12/17/2026	987		961		1,003		0.09
Advanced Web Technologies Holding Company	^	(2)(3)(11)	Containers, Packaging & Glass	SOFR	6.50%	12.01%	12/16/2021	12/17/2026	994		982		1,004		0.09

AI Grace AUS Bidco Pty LTD (Australia)	+	(2)(3)(6)	Consumer Goods: Non-Durable	SOFR	6.50%	11.85%	12/5/2023	12/5/2029	2,286		2,218		2,217		0.20
Allied Benefit Systems Intermediate LLC	#	(2)(3)(13)	Healthcare & Pharmaceuticals	SOFR	5.25%	10.63%	10/31/2023	10/31/2030	2,160		2,122		2,121		0.19
Alpine Acquisition Corp II	^+	(2)(3)(11)(13)	Transportation: Cargo	SOFR	6.00%	11.46%	4/19/2022	11/30/2026	22,747		22,419		21,680		1.97
American Physician Partners, LLC	^	(2)(3)(8)(11)(12)	Healthcare & Pharmaceuticals	SOFR	10.25% (100% PIK)	15.71%	12/16/2022	6/30/2023	3,641		3,233		—		—
American Physician Partners, LLC	^	(2)(3)(8)(11)(12)	Healthcare & Pharmaceuticals	SOFR	10.25% (100% PIK)	15.71%	1/7/2019	8/5/2022	47,969		41,123		—		—
Apex Companies Holdings, LLC	#	(2)(3)(13)	Environmental Industries	SOFR	6.25%	11.63%	1/31/2023	1/31/2028	3,339		3,243		3,347		0.30
Applied Technical Services, LLC	^	(2)(3)(11)	Business Services	SOFR	6.00%	11.43%	9/18/2023	12/29/2026	480		470		484		0.04
Applied Technical Services, LLC	^	(2)(3)(11)(13)	Business Services	SOFR	5.75%	11.11%	12/29/2020	12/29/2026	542		536		542		0.05
Appriss Health, LLC	^+#	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	6.75%	12.32%	5/6/2021	5/6/2027	44,000		43,415		43,768		3.97
Ascend Buyer, LLC	#	(2)(3)(11)(13)	Containers, Packaging & Glass	SOFR	6.40%	11.91%	9/30/2021	9/30/2028	12,799		12,599		12,458		1.13
Associations, Inc.	^#	(2)(3)(11)(13)	Construction & Building	SOFR	4.00%, 2.50% PIK	12.16%	7/2/2021	7/2/2027	13,434		13,354		13,382		1.21
Atlas AU Bidco Pty Ltd (Australia)	^	(2)(3)(6)(13)	High Tech Industries	SOFR	7.25%	12.58%	12/15/2022	12/12/2029	1,445		1,403		1,461		0.13
Atlas US Finco, Inc.	^	(2)(3)	High Tech Industries	SOFR	6.75%	12.40%	12/18/2023	12/10/2029	669		656		656		0.06
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	+#	(2)(3)(6)(11)	Software	SOFR	3.00%, 4.00% PIK	12.45%	12/24/2019	12/24/2026	36,640		36,189		35,167		3.19
Avalara, Inc.	+#	(2)(3)(13)	Diversified Financial Services	SOFR	7.25%	12.60%	10/19/2022	10/19/2028	13,500		13,186		13,723		1.24
Barnes & Noble, Inc.	+	(2)(3)(9)(11)	Retail	SOFR	8.81%	14.27%	8/7/2019	12/20/2026	26,401		25,834		26,253		2.38
BlueCat Networks, Inc. (Canada)	^+	(2)(3)(6)(13)	High Tech Industries	SOFR	4.00%, 2.00% PIK	11.39%	8/8/2022	8/8/2028	14,769		14,523		14,436		1.31
BMS Holdings III Corp.	+#	(2)(3)(11)	Construction & Building	SOFR	5.50%	10.97%	9/30/2019	9/30/2026	28,757		28,429		28,104		2.55
Bradyifs Holdings, LLC	#	(2)(3)(13)	Wholesale	SOFR	6.00%	11.38%	10/31/2023	10/31/2029	14,728		14,392		14,386		1.30

CD&R Madison Parent Ltd (United Kingdom)	^	(2)(6)	Business Services	EURIBOR	5.75%, 2.00% PIK	11.71%	2/27/2023	2/27/2030	€	122	125		136		0.01

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
CD&R Madison Parent Ltd (United Kingdom)	^	(2)(6)(13)	Business Services	SONIA	6.25%, 2.00% PIK	13.44%	2/27/2023	2/27/2030	£	261	$	301	$	335	0.03%
Celerion Buyer, Inc.	#	(2)(3)(13)	Healthcare & Pharmaceuticals	SOFR	6.50%	11.93%	11/3/2022	11/3/2029	1,560		1,518		1,579		0.14
Chartis Holding, LLC	^+#	(2)(3)(11)(13)	Business Services	SOFR	5.00%	10.52%	5/1/2019	5/1/2025	39,662		39,445		39,584		3.59
Chemical Computing Group ULC (Canada)	^+	(2)(3)(6)(11)(13)	Software	SOFR	4.50%	9.86%	8/30/2018	8/30/2024	11,873		11,860		11,821		1.07
CircusTrix Holdings, LLC	^+	(2)(3)(13)	Leisure Products & Services	SOFR	6.75%	12.11%	7/18/2023	7/14/2028	8,366		8,134		8,390		0.76
Comar Holding Company, LLC	+#	(2)(3)(11)	Containers, Packaging & Glass	SOFR	2.00%, 4.75% PIK	12.28%	6/18/2018	6/18/2026	44,136		44,050		37,969		3.44
CoreWeave Compute Acquisition Co. II, LLC	^	(2)(3)(13)	High Tech Industries	SOFR	8.75%	14.13%	7/30/2023	7/30/2028	1,212		1,179		1,176		0.11
Cority Software Inc. (Canada)	^+#	(2)(3)(6)(13)	Software	SOFR	5.00%	10.39%	7/2/2019	7/2/2026	55,071		54,573		54,873		4.97
Cority Software Inc. (Canada)	#	(2)(3)(6)	Software	SOFR	7.00%	12.39%	9/3/2020	7/2/2026	1,840		1,813		1,838		0.17

Coupa Holdings, LLC	#	(2)(3)(13)	Software	SOFR	7.50%	12.86%	2/27/2023	2/28/2030	2,160		2,103		2,210		0.20
CPI Intermediate Holdings, Inc.	#	(2)(3)(13)	Telecommunications	SOFR	5.50%	10.87%	10/6/2022	10/6/2029	3,843		3,772		3,803		0.34
CST Holding Company	#	(2)(3)(11)(13)	Consumer Goods: Non-Durable	SOFR	6.50%	11.86%	11/1/2022	11/1/2028	2,491		2,422		2,514		0.23
DCA Investment Holding LLC	+	(2)(3)	Healthcare & Pharmaceuticals	SOFR	6.41%	11.75%	3/11/2021	4/3/2028	12,081		11,966		11,888		1.08
Denali Midco 2, LLC	#	(2)(3)(11)(13)	Consumer Services	SOFR	6.50%	11.96%	9/15/2022	12/22/2027	9,023		8,784		9,023		0.83
Dermatology Associates	^	(2)(3)(11)	Healthcare & Pharmaceuticals	SOFR	6.25% (100% PIK)	11.75%	2/15/2018	1/15/2024	10,226		10,226		10,215		0.93
Dermatology Associates	^	(2)(3)(8)(9)	Healthcare & Pharmaceuticals	SOFR	11.31% (100% PIK)	16.81%	2/15/2018	1/15/2024	12,782		6,106		9,122		0.83
Diligent Corporation	^	(2)(3)(11)(13)	Telecommunications	SOFR	6.25%	11.78%	8/4/2020	8/4/2025	663		656		659		0.06
Dwyer Instruments, Inc.	#	(2)(3)(11)(13)	Capital Equipment	SOFR	5.75%	11.20%	7/21/2021	7/21/2027	13,605		13,418		13,604		1.23
Eliassen Group, LLC	^+	(2)(3)(13)	Business Services	SOFR	5.50%	10.85%	4/14/2022	4/14/2028	21,387		21,112		21,091		1.91
Ellkay, LLC	#	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	6.00%	11.28%	9/14/2021	9/14/2027	13,964		13,752		11,809		1.07
EPS Nass Parent, Inc.	#	(2)(3)(11)(13)	Utilities: Electric	SOFR	5.75%	11.25%	4/19/2021	4/19/2028	933		920		902		0.08
Excel Fitness Holdings, Inc.	#	(2)(3)(11)	Leisure Products & Services	SOFR	5.75%	11.25%	8/11/2022	4/29/2029	2,839		2,767		2,839		0.26
Excel Fitness Holdings, Inc.	^#	(2)(3)(11)(13)	Leisure Products & Services	SOFR	5.25%	10.75%	4/29/2022	4/29/2029	6,156		6,043		6,061		0.55
Excelitas Technologies Corp.	^+#	(2)(3)(11)(13)	Capital Equipment	SOFR	5.75%	11.23%	8/12/2022	8/12/2029	6,575		6,457		6,477		0.59
Excelitas Technologies Corp.	+	(2)	Capital Equipment	EURIBOR	5.75%	9.74%	8/12/2022	8/12/2029	€	2,525	2,548		2,751		0.25
FPG Intermediate Holdco, LLC	^	(2)(3)(11)(13)	Consumer Services	SOFR	6.75%	12.29%	8/5/2022	3/5/2027	718		597		643		0.06
Greenhouse Software, Inc.	^+#	(2)(3)(13)	Software	SOFR	7.00%	12.35%	3/1/2021	9/1/2028	32,796		32,164		32,594		2.95

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Guidehouse LLP	^	(2)(3)	Sovereign & Public Finance	SOFR	3.75%, 2.00% PIK	11.11%	9/30/2022	12/16/2030	$	79	$	78	$	79	0.01%
Hadrian Acquisition Limited (United Kingdom)	+	(2)(3)(6)(9)	Diversified Financial Services	SONIA	5.25%, 3.43% PIK	13.87%	2/28/2022	2/28/2029	£	7,593	9,899		9,630		0.87
Hadrian Acquisition Limited (United Kingdom)	+	(2)(3)(6)(13)	Diversified Financial Services	SONIA	5.00%, 2.75% PIK	12.94%	2/28/2022	2/28/2029	£	1,964	2,277		2,476		0.22
Harbour Benefit Holdings, Inc.	+#	(2)(3)(11)(13)	Business Services	SOFR	5.00%	10.51%	12/13/2017	12/13/2024	8,159		8,146		8,088		0.73
Heartland Home Services, Inc.	#	(2)(3)(11)	Consumer Services	SOFR	5.75%	11.11%	2/10/2022	12/15/2026	4,004		3,978		3,825		0.35
Heartland Home Services, Inc.	+#	(2)(3)(11)(13)	Consumer Services	SOFR	6.00%	11.36%	12/15/2020	12/15/2026	31,292		30,932		29,979		2.72

Hercules Borrower LLC	^+	(2)(3)(11)(13)	Environmental Industries	SOFR	6.25%	11.70%	12/14/2020	12/14/2026	18,081		17,801		18,081		1.64
Hoosier Intermediate, LLC	^#	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	5.00%	10.53%	11/15/2021	11/15/2028	16,191		15,913		15,591		1.41
HS Spa Holdings Inc.	^+	(2)(3)(13)	Consumer Services	SOFR	5.75%	11.12%	6/2/2022	6/2/2029	8,613		8,453		8,619		0.78
iCIMS, Inc.	^+#	(2)(3)(13)	Software	SOFR	7.25%	12.62%	8/18/2022	8/18/2028	27,165		26,781		27,142		2.46
Infront Luxembourg Finance S.À R.L. (Luxembourg)	+#	(2)(6)	Leisure Products & Services	EURIBOR	9.00%	12.96%	5/28/2021	5/28/2027	€	33,000	39,377		36,339		3.29
Integrity Marketing Acquisition, LLC	+#	(2)(3)(11)	Diversified Financial Services	SOFR	6.05%	11.54%	8/7/2020	8/27/2026	31,859		31,695		31,422		2.85
IQN Holding Corp.	^+	(2)(3)(13)	Business Services	SOFR	5.25%	10.64%	5/2/2022	5/2/2029	6,905		6,843		6,936		0.63
iRobot Corporation	^	(2)(3)(11)	Consumer Goods: Durable	SOFR	6.50%, 2.50% PIK	14.42%	7/25/2023	7/31/2026	4,939		4,939		5,125		0.46
Jeg's Automotive, LLC	#	(2)(3)(11)	Auto Aftermarket & Services	SOFR	6.00%	11.46%	12/22/2021	12/22/2027	16,411		16,175		14,117		1.28
Kaseya, Inc.	+	(2)(3)(13)	High Tech Industries	SOFR	3.50%, 2.50% PIK	11.38%	6/23/2022	6/23/2029	36,346		35,704		36,352		3.30
Lifelong Learner Holdings, LLC	+#	(2)(3)(11)(13)	Business Services	SOFR	5.75%	11.28%	10/18/2019	10/18/2026	51,438		50,971		47,177		4.28
LinQuest Corporation	#	(2)(3)(11)	Aerospace & Defense	SOFR	5.75%	11.23%	7/28/2021	7/28/2028	9,775		9,635		9,372		0.85
LVF Holdings, Inc.	+#	(2)(3)(11)(13)	Beverage & Food	SOFR	5.75%	11.25%	6/10/2021	6/10/2027	38,970		38,439		38,333		3.47
Material Holdings, LLC	#	(2)(3)(11)(13)	Business Services	SOFR	6.00%	11.45%	8/19/2021	8/19/2027	15,959		15,742		15,342		1.39
Maverick Acquisition, Inc.	+#	(2)(3)(11)	Aerospace & Defense	SOFR	6.25%	11.60%	6/1/2021	6/1/2027	43,081		42,537		33,759		3.06
Medical Manufacturing Technologies, LLC	#	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	5.50%	11.01%	12/23/2021	12/23/2027	15,340		15,120		15,340		1.39
NEFCO Holding Company LLC	+#	(2)(3)(11)(13)	Construction & Building	SOFR	6.50%	12.14%	8/5/2022	8/5/2028	13,520		13,288		13,555		1.23
NEFCO Holding Company LLC	^	(2)(3)(11)(13)	Construction & Building	SOFR	6.50%	12.03%	12/1/2023	8/5/2028	754		660		766		0.07
North Haven Fairway Buyer, LLC	^+#	(2)(3)(13)	Consumer Services	SOFR	6.50%	11.85%	5/17/2022	5/17/2028	15,941		15,455		16,180		1.47
North Haven Stallone Buyer, LLC	^	(2)(3)	Consumer Services	SOFR	5.50%	11.29%	10/11/2022	5/24/2027	199		196		194		0.02
North Haven Stallone Buyer, LLC	^	(2)(3)(11)(13)	Consumer Services	SOFR	6.00%	11.14%	11/3/2023	5/24/2027	323		213		232		0.02
Oak Purchaser, Inc.	^+	(2)(3)(13)	Business Services	SOFR	5.50%	10.87%	4/28/2022	4/28/2028	7,309		7,247		7,083		0.64

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Oranje Holdco, Inc.	+	(2)(3)(13)	Business Services	SOFR	7.50%	12.88%	2/1/2023	2/1/2029	$	4,026	$	3,925	$	4,061	0.37%
Park County Holdings, LLC	+	(2)(3)(9)	Media: Advertising, Printing & Publishing	SOFR	7.11%	12.47%	11/29/2023	11/29/2029	30,000		29,391		29,385		2.66
Performance Health Holdings, Inc.	#	(2)(3)(11)	Healthcare & Pharmaceuticals	SOFR	5.75%	11.32%	7/12/2021	7/12/2027	6,444		6,361		6,419		0.58
Pestco Intermediate, LLC	#	(2)(3)(11)(13)	Environmental Industries	SOFR	6.50%	12.03%	2/6/2023	2/17/2028	1,839		1,772		1,817		0.16
PF Atlantic Holdco 2, LLC	#	(2)(3)(11)(13)	Leisure Products & Services	SOFR	5.50%	11.12%	11/12/2021	11/12/2027	36,665		36,122		35,718		3.24
PF Growth Partners, LLC	+#	(2)(3)(11)	Leisure Products & Services	SOFR	5.00%	10.45%	7/1/2019	7/11/2025	6,325		6,298		6,285		0.57
Project Castle, Inc.	#	(2)(3)	Capital Equipment	SOFR	5.50%	10.89%	6/24/2022	6/1/2029	7,406		6,748		6,536		0.59
Prophix Software Inc. (Canada)	^+	(2)(3)(6)(11)(13)	Software	SOFR	6.50%	11.96%	2/1/2021	2/1/2026	17,708		17,466		17,708		1.61
Prophix Software Inc. (Canada)	^	(2)(3)(6)(11)(13)	Software	SOFR	6.50%	11.83%	11/21/2023	2/1/2026	—		—		—		—
Pushpay USA Inc.	#	(2)(3)(11)(13)	Diversified Financial Services	SOFR	6.75%	12.28%	5/10/2023	5/10/2030	8,005		7,762		7,968		0.72
PXO Holdings I Corp.	^+	(2)(3)(11)(13)	Chemicals, Plastics & Rubber	SOFR	5.50%	11.00%	3/8/2022	3/8/2028	8,449		8,306		8,245		0.75
QNNECT, LLC	#	(2)(3)(13)	Aerospace & Defense	SOFR	7.00%	12.38%	11/2/2022	11/2/2029	2,651		2,564		2,711		0.25
Quantic Electronics, LLC	#	(2)(3)(11)	Aerospace & Defense	SOFR	6.25%	11.70%	11/19/2020	11/19/2026	15,711		15,528		15,270		1.38
Quantic Electronics, LLC	#	(2)(3)(11)	Aerospace & Defense	SOFR	6.25%	11.70%	3/1/2021	3/1/2027	9,725		9,609		9,452		0.86
Radwell Parent, LLC	#	(2)(3)(13)	Wholesale	SOFR	6.75%	12.10%	12/1/2022	4/1/2029	4,675		4,545		4,704		0.43
Regency Entertainment, Inc.	+	(2)(3)(11)	Media: Advertising, Printing & Publishing	SOFR	8.50%	13.95%	7/5/2023	6/23/2028	10,000		9,769		9,927		0.90
RSC Acquisition, Inc.	+#	(2)(3)(11)(13)	Diversified Financial Services	SOFR	5.50%	10.93%	11/1/2019	11/1/2029	33,209		32,889		32,986		2.99
Sapphire Convention, Inc.	^#	(2)(3)(11)(13)	Telecommunications	SOFR	6.00%	11.53%	11/20/2018	11/20/2025	27,479		27,301		27,479		2.49
SCP Eye Care HoldCo, LLC	^	(2)(3)(11)(13)	Healthcare & Pharmaceuticals	SOFR	5.75%	11.21%	10/7/2022	10/7/2029	158		152		156		0.01
Smarsh Inc.	^+	(2)(3)(13)	Software	SOFR	5.75%	11.10%	2/18/2022	2/18/2029	3,673		3,605		3,627		0.33
SPay, Inc.	^+	(2)(3)(11)	Leisure Products & Services	SOFR	2.88%, 6.38% PIK	14.96%	6/15/2018	6/15/2026	26,673		26,605		23,067		2.09
Speedstar Holding, LLC	+#	(2)(3)(11)	Auto Aftermarket & Services	SOFR	7.25%	12.79%	1/22/2021	1/22/2027	29,922		29,512		29,898		2.71

Spotless Brands, LLC	+#	(2)(3)(11)(13)	Consumer Services	SOFR	6.50%	12.03%	6/21/2022	7/25/2028	13,888		13,651		13,898		1.26
Spotless Brands, LLC	^	(2)(3)(11)(13)	Consumer Services	SOFR	6.75%	12.08%	6/21/2022	7/25/2028	—		(507)		190		0.02
Summit Acquisition, Inc.	#	(2)(3)(13)	Diversified Financial Services	SOFR	6.75%	12.10%	5/4/2023	5/1/2030	2,970		2,859		2,987		0.27
Tank Holding Corp.	^+	(2)(3)(11)(13)	Capital Equipment	SOFR	5.75%	11.21%	3/31/2022	3/31/2028	16,415		16,156		16,021		1.45
TCFI Aevex LLC	+#	(2)(3)(11)	Aerospace & Defense	SOFR	6.00%	11.46%	3/18/2020	3/18/2026	28,264		28,022		28,062		2.54

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)		% of Net Assets
Trader Corporation (Canada)	+#	(2)(3)(6)(13)	Auto Aftermarket & Services	CDOR	6.75%	12.19%	12/22/2022	12/22/2029	C$	1,199	$	861	$	916	0.08%
Tufin Software North America, Inc.	^+#	(2)(3)(11)(13)	Software	SOFR	7.69%	13.20%	8/17/2022	8/17/2028	27,802		27,335		27,554		2.50
Turbo Buyer, Inc.	+#	(2)(3)(13)	Auto Aftermarket & Services	SOFR	6.00%	11.50%	12/2/2019	12/2/2025	41,566		41,161		40,998		3.72
U.S. Legal Support, Inc.	^+	(2)(3)(11)(13)	Business Services	SOFR	5.75%	11.11%	11/30/2018	11/30/2024	21,642		21,566		21,344		1.93
US INFRA SVCS Buyer, LLC	+#	(2)(3)(11)	Environmental Industries	SOFR	6.50%, 0.75% PIK	12.95%	4/13/2020	4/13/2026	52,814		52,352		48,647		4.41
USALCO, LLC	#	(2)(3)(11)	Chemicals, Plastics & Rubber	SOFR	6.00%	11.61%	10/19/2021	10/19/2027	980		967		980		0.09
USR Parent Inc.	+	(2)(3)(9)	Retail	SOFR	7.60%	12.94%	4/22/2022	4/25/2027	3,778		3,751		3,740		0.34
Vensure Employee Services, Inc.	^	(2)(3)(13)	Business Services	SOFR	5.25%	10.63%	12/15/2023	3/26/2027	610		536		535		0.05
Westfall Technik, Inc.	^+#	(2)(3)(11)	Chemicals, Plastics & Rubber	SOFR	6.75%, 0.75% PIK	12.96%	9/13/2018	9/13/2024	33,655		33,511		31,019		2.81
Wineshipping.com LLC	#	(2)(3)(11)(13)	Beverage & Food	SOFR	5.75%	11.29%	10/29/2021	10/29/2027	15,746		15,524		14,674		1.33
Yellowstone Buyer Acquisition, LLC	^	(2)(3)(11)	Consumer Goods: Durable	SOFR	5.75%	11.18%	9/13/2021	9/13/2027	440		434		427		0.04
YLG Holdings, Inc.	+	(2)(3)(11)	Consumer Services	SOFR	5.00%	10.48%	9/30/2020	11/1/2025	9,702		9,560		9,702		0.88

First Lien Debt Total											$	1,648,818	$	1,572,751	142.56%
Second Lien Debt (10.2% of fair value)
11852604 Canada Inc. (Canada)	^	(2)(3)(6)(11)	Healthcare & Pharmaceuticals	SOFR	9.50% (100% PIK)	15.04%	9/30/2021	9/30/2028	$	8,780	$	8,665	$	8,670	0.79%
AI Convoy S.A.R.L (United Kingdom)	+#	(2)(3)(6)	Aerospace & Defense	SOFR	8.25%	13.80%	1/17/2020	1/17/2028	30,327		29,915		30,479		2.75
Aimbridge Acquisition Co., Inc.	+	(2)(11)	Leisure Products & Services	SOFR	7.50%	12.96%	2/1/2019	2/1/2027	21,047		20,781		19,769		1.79
AP Plastics Acquisition Holdings, LLC	+	(2)(3)(11)	Chemicals, Plastics & Rubber	SOFR	7.50%	12.96%	8/10/2021	8/10/2029	38,180		37,360		37,640		3.41
AQA Acquisition Holdings, Inc.	+	(2)(3)(11)	High Tech Industries	SOFR	7.50%	12.98%	5/14/2021	3/3/2029	5,538		5,435		5,538		0.50
Outcomes Group Holdings, Inc.	#	(2)	Business Services	SOFR	7.50%	13.04%	10/23/2018	10/26/2026	1,731		1,729		1,731		0.16
PAI Holdco, Inc.	+	(2)(3)	Auto Aftermarket & Services	SOFR	5.50%, 2.00% PIK	13.03%	10/28/2020	10/28/2028	14,377		14,102		13,449		1.22
Quartz Holding Company	+	(2)(11)	Software	SOFR	8.00%	13.46%	4/2/2019	4/2/2027	11,900		11,782		11,900		1.08
Stonegate Pub Company Bidco Limited (United Kingdom)	+	(2)(6)	Beverage & Food	SONIA	8.50%	13.69%	3/12/2020	3/12/2028	£	20,000	24,876		22,204		2.01
TruGreen Limited Partnership	+	(2)(3)(11)	Consumer Services	SOFR	8.50%	14.14%	11/16/2020	11/2/2028	13,000		12,819		12,082		1.10
World 50, Inc.	#	(10)	Business Services	FIXED	11.50%	11.50%	1/10/2020	1/9/2027	23,017		22,744		23,017		2.09






Second Lien Debt Total											$	190,208	$	186,479	16.90%

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)


Investments—non-controlled/non-affiliated (1)			Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		% of Net Assets
Equity Investments (3.4% of fair value)
ANLG Holdings, LLC	^		(7)(14)	Capital Equipment	6/22/2018	592	$	592	$	1,027	0.09	%
Appriss Health, LLC	^		(7)	Healthcare & Pharmaceuticals	5/6/2021	1	559		543		0.05
Atlas Ontario LP (Canada)	^		(6)(7)(14)	Business Services	4/7/2021	5,114	5,114		5,114		0.46
Blackbird Holdco, Inc.	^		(7)	Capital Equipment	12/14/2021	8	8,209		8,049		0.73
Buckeye Parent, LLC	^		(7)(14)	Auto Aftermarket & Services	12/22/2021	442	442		43		0.00
Chartis Holding, LLC	^		(7)(14)	Business Services	5/1/2019	433	421		637		0.06
Cority Software Inc. (Canada)	^		(6)(7)(14)	Software	7/2/2019	250	250		696		0.06
ECP Parent, LLC	^		(7)(14)	Healthcare & Pharmaceuticals	3/29/2018	268	—		290		0.03
GB Vino Parent, L.P.	^		(7)(14)	Beverage & Food	10/29/2021	4	307		218		0.02
Integrity Marketing Group, LLC	^		(7)	Diversified Financial Services	12/21/2021	18,530	18,369		17,824		1.62
NearU Holdings LLC	^		(7)(14)	Consumer Services	8/16/2022	25	2,470		1,139		0.10
NEFCO Holding Company LLC	^		(7)	Construction & Building	8/5/2022	1	608		608		0.06
North Haven Goldfinch Topco, LLC	^		(7)(14)	Containers, Packaging & Glass	6/18/2018	2,315	2,315		—		—
Pascal Ultimate Holdings, L.P	^		(7)(14)	Capital Equipment	7/21/2021	36	364		910		0.08
Picard Parent, Inc.	^		(7)	High Tech Industries	9/30/2022	3	2,896		3,188		0.29
Profile Holdings I, LP	^		(7)(14)	Chemicals, Plastics & Rubber	3/8/2022	3	262		246		0.02
Sinch AB (Sweden)	^		(6)(7)(14)	High Tech Industries	3/26/2019	106	1,168		395		0.04
Summit K2 Midco, Inc.	^		(7)(14)	Diversified Financial Services	4/27/2023	61	61		81		0.01
Talon MidCo 1 Limited	^	^	(7)(14)	Software	8/17/2022	1,018	1,456		1,694		0.15
Tank Holding Corp.	^	^	(7)(14)	Capital Equipment	3/26/2019	850	—		2,862		0.26
Titan DI Preferred Holdings, Inc.	^		(7)	Energy: Oil & Gas	2/11/2020	10,534	10,412		10,534		0.95
Turbo Buyer, Inc.	^		(7)(14)	Auto Aftermarket & Services	12/2/2019	1,925	933		2,501		0.23
U.S. Legal Support Investment Holdings, LLC	^		(7)(14)	Business Services	11/30/2018	640	641		722		0.07
W50 Parent LLC	^		(7)(14)	Business Services	1/10/2020	500	190		1,237		0.11
Zenith American Holding, Inc.	^		(7)(14)	Business Services	12/13/2017	440	214		530		0.05
Equity Investments Total							$	58,253	$	61,088	5.54	%
Total investments—non-controlled/non-affiliated							$	1,897,279	$	1,820,318	165.00	%
Total investments							$	1,897,279	$	1,820,318	165.00	%

+ Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the SPV. The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 5, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to creditors of the Company or SPV2.

** Par amount is denominated in USD (“$”) unless otherwise noted, as denominated in Canadian Dollar (“C$”), Euro (“€”) or British Pound (“£”).

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)

(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2023, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2023, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the Secured Overnight Financing Rate (“SOFR”), or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. As of December 31, 2023, the reference rates for variable rate loans were the 30-day SOFR at 5.35%, the 90-day SOFR at 5.33%, the 180-day SOFR at 5.16%, the daily SONIA at 5.19%, the 30-day EURIBOR at 3.85%, the 90-day EURIBOR at 3.91% and the 30-day CDOR at 5.45%.

(3)Loan includes interest rate floor feature, which ranges from 0.50% to 3.00%.

(6)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.

(7)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of December 31, 2023, the aggregate fair value of these securities is $61,088, or 5.54% of the Company’s net assets.

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

(9)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders, which has been included in the spread of each applicable investment. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.

(10)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.

(11)Loans include a credit spread adjustment that typically ranges from 0.10% to 0.43%.

(12)Loan is in forbearance as of December 31, 2023.

(13)As of December 31, 2023, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount **		Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
ADPD Holdings, LLC	Delayed Draw	1.00%	$	5,756	$	(542)
ADPD Holdings, LLC	Revolver	0.50	1,243		(117)
Advanced Web Technologies Holding Company	Revolver	0.50	1,970		7
Allied Benefit Systems Intermediate LLC	Delayed Draw	1.00	395		(6)
Alpine Acquisition Corp II	Revolver	0.50	1,379		(61)
Apex Companies Holdings, LLC	Delayed Draw	1.00	768		2
Applied Technical Services, LLC	Revolver	0.50	22		—
Appriss Health, LLC	Revolver	0.50	2,963		(15)
Ascend Buyer, LLC	Revolver	0.50	856		(21)
Associations, Inc.	Revolver	0.50	468		(2)
Atlas AU Bidco Pty Ltd (Australia)	Revolver	0.50	134		1
Avalara, Inc.	Revolver	0.50	1,350		20
BlueCat Networks, Inc. (Canada)	Delayed Draw	1.00	778		(17)
Bradyifs Holdings, LLC	Delayed Draw	1.00	1,192		(24)
Bradyifs Holdings, LLC	Revolver	0.50	1,215		(24)

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount **		Fair Value
CD&R Madison Parent Ltd (United Kingdom)	Delayed Draw	1.50%	£	43	$	1
Celerion Buyer, Inc.	Delayed Draw	2.00	249		2
Celerion Buyer, Inc.	Revolver	0.50	125		1
Chartis Holding, LLC	Revolver	0.50	1,103		(2)
Chemical Computing Group ULC (Canada)	Revolver	0.50	903		(4)
CircusTrix Holdings, LLC	Delayed Draw	1.00	1,075		3
CircusTrix Holdings, LLC	Revolver	0.50	538		1
CoreWeave Compute Acquisition Co. II, LLC	Delayed Draw	1.00	815		(14)
Cority Software Inc. (Canada)	Revolver	0.50	3,000		(10)
Coupa Holdings, LLC	Delayed Draw	1.00	193		4
Coupa Holdings, LLC	Revolver	0.50	148		3
CPI Intermediate Holdings, Inc.	Delayed Draw	1.00	927		(8)
CST Holding Company	Revolver	0.50	212		2
Denali Midco 2, LLC	Delayed Draw	1.00	876		—
Diligent Corporation	Revolver	0.50	22		—
Dwyer Instruments, Inc.	Revolver	0.50	1,178		—
Eliassen Group, LLC	Delayed Draw	1.00	2,668		(33)
Ellkay, LLC	Revolver	0.50	1,786		(250)
EPS Nass Parent, Inc.	Revolver	0.50	10		—
Excel Fitness Holdings, Inc.	Revolver	0.50	891		(12)
Excelitas Technologies Corp.	Delayed Draw	1.00	51		(1)
Excelitas Technologies Corp.	Revolver	0.50	286		(4)
FPG Intermediate Holdco, LLC	Delayed Draw	1.00	7,946		(69)
Greenhouse Software, Inc.	Revolver	0.50	2,204		(12)
Hadrian Acquisition Limited (United Kingdom)	Delayed Draw	2.33	£	921	(5)
Harbour Benefit Holdings, Inc.	Revolver	0.50	1,219		(9)
Heartland Home Services, Inc.	Revolver	0.50	2,780		(107)
Hercules Borrower LLC	Revolver	0.50	2,160		—
Hoosier Intermediate, LLC	Revolver	0.50	2,400		(77)
HS Spa Holdings Inc.	Revolver	0.50	1,141		1
iCIMS, Inc.	Delayed Draw	—	5,470		—
iCIMS, Inc.	Revolver	0.50	2,040		(2)
IQN Holding Corp.	Delayed Draw	1.00	395		2
IQN Holding Corp.	Revolver	0.50	489		2
Kaseya, Inc.	Delayed Draw	1.00	1,076		—
Kaseya, Inc.	Revolver	0.50	1,541		—
Lifelong Learner Holdings, LLC	Revolver	0.50	4		—

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount **		Fair Value
LVF Holdings, Inc.	Revolver	0.38%	$	2,919	$	(44)
Material Holdings, LLC	Revolver	1.00	460		(17)
Medical Manufacturing Technologies, LLC	Revolver	0.50	103		—
NEFCO Holding Company LLC	Delayed Draw	1.00	4,078		10
NEFCO Holding Company LLC	Revolver	0.50	807		2
North Haven Fairway Buyer, LLC	Delayed Draw	0.50	6,683		67
North Haven Fairway Buyer, LLC	Revolver	0.50	1,269		13
North Haven Stallone Buyer, LLC	Delayed Draw	1.00	4,781		(86)
Oak Purchaser, Inc.	Delayed Draw	0.50	166		(5)
Oak Purchaser, Inc.	Revolver	0.50	584		(16)
Oranje Holdco, Inc.	Revolver	0.50	503		4
Pestco Intermediate, LLC	Delayed Draw	2.00	694		(6)
Pestco Intermediate, LLC	Revolver	0.50	119		(1)
PF Atlantic Holdco 2, LLC	Revolver	0.50	2,759		(66)
Prophix Software Inc. (Canada)	Delayed Draw	—	505		—
Prophix Software Inc. (Canada)	Revolver	0.50	2,658		—
Pushpay USA Inc.	Revolver	0.50	617		(3)
PXO Holdings I Corp.	Delayed Draw	1.00	443		(9)
PXO Holdings I Corp.	Revolver	0.50	657		(14)
QNNECT, LLC	Delayed Draw	1.00	662		12
Radwell Parent, LLC	Revolver	0.38	279		2
RSC Acquisition, Inc.	Revolver	0.50	1,096		(7)
Sapphire Convention, Inc.	Revolver	0.50	4,471		—
SCP Eye Care HoldCo, LLC	Delayed Draw	1.00	14		—
SCP Eye Care HoldCo, LLC	Revolver	0.50	6		—
Smarsh Inc.	Delayed Draw	1.00	408		(4)
Smarsh Inc.	Revolver	0.50	204		(2)
Spotless Brands, LLC	Delayed Draw	1.00	20,000		190
Spotless Brands, LLC	Revolver	0.50	859		1
Summit Acquisition, Inc.	Delayed Draw	1.00	687		3
Summit Acquisition, Inc.	Revolver	0.50	344		2
Tank Holding Corp.	Revolver	0.38	607		(14)
Trader Corporation (Canada)	Revolver	0.50	C$	91	1
Tufin Software North America, Inc.	Delayed Draw	—	132		(1)
Tufin Software North America, Inc.	Revolver	0.50	1,339		(11)
Turbo Buyer, Inc.	Revolver	0.50	2,151		(28)
U.S. Legal Support, Inc.	Revolver	0.50	567		(8)

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount **		Fair Value
Vensure Employee Services, Inc.	Delayed Draw	1.00%	$	4,389	$	(66)
Wineshipping.com LLC	Revolver	0.50	238		(16)
Total unfunded commitments			$	138,966	$	(1,513)

(14)Represents a non-income producing security as of December 31, 2023.

The type of investments as of December 31, 2023 consisted of the following:


Type	Amortized Cost		Fair Value		% of Fair Value


First Lien Debt	$	1,648,818	$	1,572,751	86.4	%
Second Lien Debt	190,208		186,479		10.2
Equity Investments	58,253		61,088		3.4
Total	$	1,897,279	$	1,820,318	100.0	%

The rate type of debt investments as of December 31, 2023 was as follows:


Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	$	1,816,282	$	1,736,213	98.7	%
Fixed Rate	22,744		23,017		1.3
Total	$	1,839,026	$	1,759,230	100.0	%

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)

The industry composition of investments as of December 31, 2023 was as follows:


Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	$	137,810	$	129,105	7.1	%
Auto Aftermarket & Services	103,186		101,922		5.6
Beverage & Food	79,146		75,429		4.1
Business Services	208,018		205,726		11.3
Capital Equipment	54,492		58,237		3.2
Chemicals, Plastics & Rubber	80,406		78,130		4.3
Construction & Building	56,339		56,415		3.1
Consumer Goods: Durable	5,373		5,552		0.3
Consumer Goods: Non-Durable	4,640		4,731		0.3
Consumer Services	126,397		123,378		6.8
Containers, Packaging & Glass	77,368		69,168		3.8
Diversified Financial Services	118,997		119,097		6.5
Energy: Oil & Gas	10,412		10,534		0.6
Environmental Industries	75,168		71,892		3.9
Healthcare & Pharmaceuticals	180,231		137,511		7.6
High Tech Industries	62,964		63,202		3.5
Leisure Products & Services	146,127		138,468		7.6
Media: Advertising, Printing & Publishing	39,160		39,312		2.2


Retail	29,585		29,993		1.6
Software	227,377		228,824		12.6
Sovereign & Public Finance	78		79		0.0
Telecommunications	31,729		31,941		1.8
Transportation: Cargo	22,419		21,680		1.2
Utilities: Electric	920		902		0.0
Wholesale	18,937		19,090		1.0
Total	$	1,897,279	$	1,820,318	100.0	%

CARLYLE CREDIT SOLUTIONS, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(amounts in thousands)

The geographical composition of investments as of December 31, 2023 was as follows:


Geography	Amortized Cost		Fair Value		% of Fair Value
Australia	$	3,621	$	3,678	0.2	%
Canada	115,125		116,072		6.4


Luxembourg	75,566		71,506		3.9
Sweden	1,168		395		0.0
United Kingdom	67,393		65,260		3.6
United States	1,634,406		1,563,407		85.9
Total	$	1,897,279	$	1,820,318	100.0	%

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

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CARLYLE CREDIT SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of September 30, 2024

(amounts in thousands, except share and per share data, unless otherwise indicated)

1. ORGANIZATION

Carlyle Credit Solutions, Inc. (together with its consolidated subsidiaries, “CARS” or the “Company”) is a Maryland corporation formed on February 10, 2017 and structured as an externally managed, non-diversified closed-end investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company’s investment objective is to generate attractive risk adjusted returns and current income primarily through assembling a portfolio of senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. The Company's core investment strategy focuses on lending to U.S. middle market companies, which the Company defines as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. The Company seeks to achieve its objective primarily through direct origination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with a minority of its assets invested in higher yielding investments (which may include unsecured debt, subordinated debt and investments in equities and structured products). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms.

The Company invests primarily in loans to middle market companies whose debt has been rated below investment grade, or would likely be rated below investment grade if it was rated. These securities, which are often referred to as “junk,” have predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

On September 11, 2017 (“Commencement”), the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations. On January 21, 2022, stockholders approved the Company's conversion from a finite life private BDC with no interim liquidity to a private BDC with a perpetual life and a regular quarterly liquidity program. The conversion extends indefinitely the Company's term and finite investment period and permits the Company to accept new subscriptions for shares of its common stock in a new continuous private offering (the “New Continuous Offering”). Effective December 1, 2024, the Company intends to conduct closings of the New Continuous Offering on a monthly basis. As of December 1, 2024, the subscriptions to purchase shares of the Company may be made on an ongoing basis with investors purchasing shares pursuant to an accepted subscription request effective as of the first day of each month based on the NAV per share as determined as of the previous day, being the last day of the preceding month. To be accepted, a subscription request including the full subscription amount must be received, together with a completed subscription agreement at least five business days prior to the first day of the month (unless waived by the Investment Adviser).

Effective March 3, 2017, the Company changed its name from Carlyle Private Credit, Inc. to TCG BDC II, Inc., and effective March 29, 2022 the Company’s name was changed to Carlyle Credit Solutions, Inc. In connection therewith, the Company has adopted a policy to invest, under normal circumstances, at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit investments (such as loans, notes, bonds, and other credit instruments). This policy may be changed with 60 days’ prior notice to our shareholders. None of the Company’s policies are fundamental, and thus may be changed without shareholder approval.

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

The Company is externally managed by its investment adviser, Carlyle Global Credit Investment Management L.L.C. (the “Investment Adviser”), a wholly-owned subsidiary of The Carlyle Group Inc. and an investment adviser registered under the Investment Advisers Act of 1940, as amended. Carlyle Global Credit Administration L.L.C. (the “Administrator”) provides the administrative services necessary for the Company to operate. Both the Investment Adviser and the Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C. (“CIM”), a wholly owned subsidiary of The Carlyle

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Group Inc. “Carlyle” refers to The Carlyle Group Inc. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global investment firm publicly traded on the Nasdaq Global Select Market under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.

Carlyle Credit Solutions SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on January 28, 2019. The SPV, which invests in first and second lien senior secured loans, is a wholly owned subsidiary of the Company and is consolidated in these unaudited consolidated financial statements commencing from the date of its formation.

Carlyle Credit Solutions SPV 2 LLC (“SPV2,” and collectively with the SPV, the “SPVs”) is a Delaware limited liability company that was formed on March 10, 2020. SPV2, which invests in first and second lien senior secured loans, is a wholly owned subsidiary of the Company and is consolidated in these unaudited consolidated financial statements commencing from the date of its formation.

On October 29, 2024, the Company completed a $348,500 term debt securitization (the “2024-1 Debt Securitization”). The notes and loans offered in the 2024-1 Debt Securitization (the “2024-1 Debt”) were issued by Carlyle Direct Lending CLO 2024-1 LLC (the “2024-1 Issuer”). The 2024-1 Issuer is a wholly-owned and consolidated subsidiary of the Company and was formed on June 4, 2024. The 2024-1 Debt was secured by a diversified portfolio of the 2024-1 Issuer consisting primarily of first and second lien senior secured loans. Refer to Note 5, Borrowings, to these unaudited consolidated financial statements for details. The 2024-1 Issuer is consolidated in these unaudited consolidated financial statements commencing from the date of its formation.

CARS Lux S.à.r.l (the “CARS Lux” and together with the SPVs and the 2024-1 Issuer, the “Subsidiaries”) is a private limited liability company organized under the laws of the Grand Duchy of Luxembourg that became a wholly-owned subsidiary of the Company on July 23, 2024. CARS Lux will invest in first and second lien senior secured loans and is consolidated in these unaudited consolidated financial statements commencing from commencing from July 23, 2024.

As a BDC, the Company is required to comply with certain regulatory requirements. As part of these requirements, the Company must not acquire any assets other than “qualifying assets” specified in the Investment Company Act unless, at the time the acquisition is made, at least 70% of its total assets are qualifying assets (with certain limited exceptions).

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. Pursuant to this election, the Company generally does not have to pay corporate level taxes on any income that it distributes to stockholders, provided that the Company satisfies those requirements.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”). The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, the Subsidiaries. All significant intercompany balances and transactions have been eliminated. U.S. GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the interim periods presented have been included. These adjustments are of a normal, recurring nature. This Form 10-Q should be read in conjunction with the Company's annual report on Form 10-K for the year ended December 31, 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results to be expected for the full year.

Certain prior period disclosures within the Consolidated Schedule of Investments have been amended to conform to the current period presentation.

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Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the unaudited consolidated financial statements. Actual results could differ from these estimates and such differences could be material.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment at the time of exit using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3, Fair Value Measurements, to these unaudited consolidated financial statements for further information about fair value measurements.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. The Company’s cash, cash equivalents and restricted cash are held with two large financial institutions and cash held in such financial institutions may, at times, exceed the Federal Deposit Insurance Corporation insured limit. As of September 30, 2024 and December 31, 2023, the Company held restricted cash balances of $34,874 and $45,508, respectively, which represent amounts that are collected and held by trustees appointed by the Company for payment of interest expense and principal on the outstanding borrowings, or reinvestment into new assets. The amounts are held by the trustees as custodians of the assets securing certain of the Company’s financing transactions. As of September 30, 2024 and December 31, 2023, approximately $2,669 and $1,758, respectively, of the restricted cash balances were denominated in a foreign currency. As of September 30, 2024 and December 31, 2023, the cost of foreign currencies was $4,317 and $1,753, respectively. As of September 30, 2024 and December 31, 2023, the fair value of foreign currencies was $4,452 and $1,780, respectively.

Revenue Recognition

Interest from Investments

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any.

The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK income represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. As of September 30, 2024 and December 31, 2023, the fair value of the loans in the portfolio with PIK provisions was $267,249 and $290,154, respectively, which represents approximately 15.9% and 15.9% respectively, of total investments at fair value. For the three and nine months ended September 30, 2024, the Company earned $5,246 and $13,483 in PIK income, respectively. For the three and nine months ended September 30, 2023, the Company earned $3,096 and $8,743 in PIK income, respectively.

Other Income

Other income may include income such as consent, waiver, amendment, unused, underwriting, arranger and prepayment fees associated with the Company’s investment activities, as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in prepaid expenses and

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other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the three and nine months ended September 30, 2024, the Company earned $898, and $3,791, respectively, in other income, primarily from amendment fees and prepayment fees. For the three and nine months ended September 30, 2023, the Company earned $913 and $3,932, respectively, in other income, primarily from prepayment fees and commitment fees.

Non-Accrual Income

Loans are generally placed on non-accrual status when principal or interest payments are past due or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are current or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in management’s judgment, are likely to remain current. Management may determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of September 30, 2024 and December 31, 2023, the fair value of the loans in the portfolio on non-accrual status was $9,203 and $9,122, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2024 and December 31, 2023 and for the periods then ended.

Credit Facilities — Related Costs, Expenses and Deferred Financing Costs

The SPVs have each entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility” and the “SPV2 Credit Facility,” respectively, and together, the “Credit Facilities”). Interest expense and unused commitment fees on the Credit Facilities are recorded on an accrual basis. Unused commitment fees are included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations. The Credit Facilities are recorded at carrying value, which approximates fair value.

Deferred financing costs include capitalized expenses related to the closing or amendments of the Credit Facilities. Amortization of deferred financing costs for the Credit Facilities is computed on the straight-line basis over the respective term of each credit facility. The unamortized balance of such costs is included in prepaid expenses and other assets in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.

Income Taxes

For federal income tax purposes, the Company has elected to be treated as a RIC under the Code, and intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the three and nine months ended September 30, 2024, the Company incurred $410 and $1,251, respectively, in excise tax expense. For the three and nine months ended September 30, 2023, the Company incurred $168 and $569, respectively, in excise tax expense.

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. The Subsidiaries are disregarded entities for tax purposes and are consolidated with the tax return of the Company. All penalties and interest associated with income taxes, if any, are included in income tax expense.

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Dividends and Distributions to Common Stockholders

On November 4, 2024, our Board of Directors approved a change in dividend policy from quarterly distributions to monthly distributions, effective December 2024. To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its common stockholders with the first monthly distribution to be paid in the December 2024. Dividends and distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board of Directors each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan, pursuant to which all cash dividends declared by the Board of Directors are reinvested on behalf of common stockholders on shares of common stock purchased in the New Continuous Offering who do not elect to receive their dividends on such shares in cash. As a result, if the Board of Directors authorizes, and the Company declares, a cash dividend or other distribution on shares of common stock purchased in the New Continuous Offering then stockholders who have not opted out of our dividend reinvestment plan with respect to such shares will have their cash distributions on such shares purchased in the New Continuous Offering automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. A participating stockholder will receive an amount of shares equal to the amount of the distribution (net of applicable withholding taxes) on that participant’s shares divided by the net asset value per share as of the purchase date for such distribution. Shares issued under the dividend reinvestment plan will not reduce outstanding capital commitments.

Functional Currency

The functional currency of the Company is the U.S. Dollar. Investments are generally made in the local currency of the country in which the investments are domiciled and are translated into U.S. Dollars with foreign currency translation gains or losses recorded within net change in unrealized appreciation (depreciation) on investments in the accompanying Consolidated Statements of Operations. Foreign currency translation gains and losses on non-investment assets and liabilities are separately reflected in the accompanying Consolidated Statements of Operations.

Earnings Per Common Share

The Company computes earnings per share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per share is calculated by dividing the net increase (decrease) in net assets resulting from operations attributable to common stock by the weighted average number of shares of common stock outstanding. Diluted earnings per share reflects the assumed conversion of all dilutive securities.

Recent Accounting Standards Updates

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim period within fiscal years beginning after December 15, 2024. The Company does not expect this guidance to have a material impact on its consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

The Company applies fair value accounting in accordance with the terms of FASB ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. Effective September 8, 2022, the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act, determines in good faith the fair value of the Company’s investment portfolio for which market quotations are not readily available. The Investment Adviser values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Investment Adviser may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Investment Adviser determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Investment Adviser may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.

Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser, does not represent fair value shall each be

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valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of personnel of the Investment Adviser; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) if applicable, prior to September 8, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) reviewed the assessments of the Investment Adviser and the third-party valuation firm; and (v) if applicable, prior to September 8, 2022, the Board of Directors discussed the valuation recommendations of the Audit Committee and determined the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.

All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:

•the nature and realizable value of any collateral;

•call features, put features and other relevant terms of debt;

•the portfolio company’s leverage and ability to make payments;

•the portfolio company’s public or private credit rating;

•the portfolio company’s actual and expected earnings and discounted cash flow;

•prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;

•the markets in which the portfolio company does business and recent economic and/or market events; and

•comparisons to comparable transactions and publicly traded securities.

Investment performance data utilized are the most recently available financial statements and compliance certificates received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.

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 the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the unaudited consolidated financial statements as of September 30, 2024 and audited consolidated financial statements as of December 31, 2023.

U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:

•Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. Financial instruments in this category generally include unrestricted securities, including equities and derivatives, listed in active markets. The Investment Adviser does not adjust the

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quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

•Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. Financial instruments in this category generally include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

•Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments in this category generally include investments in privately-held entities, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Investment Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three and nine months ended September 30, 2024 and 2023, there were no transfers between levels.

The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of September 30, 2024 and December 31, 2023:


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	1,519,312	$	1,519,312
Second Lien Debt	—		—		100,270		100,270
Equity Investments	—		—		64,196		64,196
Total	$	—	$	—	$	1,683,778	$	1,683,778


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	1,572,751	$	1,572,751
Second Lien Debt	—		—		186,479		186,479
Equity Investments	—		—		61,088		61,088
Total	$	—	$	—	$	1,820,318	$	1,820,318

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The changes in the Company’s investments at fair value for which the Company has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments still held are as follows:


	Financial Assets
	For the three months ended September 30, 2024
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,508,086	$	126,799	$	63,568	$	1,698,453
Purchases	130,986		541		1,347		132,874
Sales	—		(22,467)		(33)		(22,500)
Paydowns	(118,310)		(6,222)		(1,810)		(126,342)
Accretion of discount	2,290		159		33		2,482
Net realized gains (losses)	1		(2,444)		1,391		(1,052)
Net change in unrealized appreciation (depreciation)	(3,741)		3,904		(300)		(137)
Balance, end of period	$	1,519,312	$	100,270	$	64,196	$	1,683,778
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations	$	(2,947)	$	306	$	214	$	(2,427)


	Financial Assets
	For the nine months ended September 30, 2024
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,572,751	$	186,479	$	61,088	$	1,820,318
Purchases	256,386		3,908		9,044		269,338
Sales	(37,521)		(22,467)		(1,513)		(61,501)
Paydowns	(275,008)		(66,975)		(4,549)		(346,532)
Accretion of discount	6,167		1,060		166		7,393
Net realized gains (losses)	(43,171)		(2,444)		2,433		(43,182)
Net change in unrealized appreciation (depreciation)	39,708		709		(2,473)		37,944
Balance, end of period	$	1,519,312	$	100,270	$	64,196	$	1,683,778
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations	$	(4,177)	$	(1,006)	$	(918)	$	(6,101)


	Financial Assets
	For the three months ended September 30, 2023
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,598,581	$	260,535	$	72,327	$	1,931,443
Purchases	35,780		381		1,256		37,417
Sales	(6,566)		(5,332)		—		(11,898)
Paydowns	(101,728)		(23,450)		(1,543)		(126,721)
Accretion of discount	2,131		372		100		2,603
Net realized gains (losses)	(208)		(45)		—		(253)
Net change in unrealized appreciation (depreciation)	3,443		(826)		(2,200)		417
Balance, end of period	$	1,531,433	$	231,635	$	69,940	$	1,833,008
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations	$	3,553	$	(738)	$	(2,200)	$	615

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	Financial Assets
	For the nine months ended September 30, 2023
	First Lien Debt		Second Lien Debt		Equity Investments		Total
Balance, beginning of period	$	1,755,773	$	260,934	$	74,164	$	2,090,871
Purchases	95,753		1,087		4,068		100,908
Sales	(36,588)		(11,704)		(1,495)		(49,787)
Paydowns	(258,082)		(24,450)		(4,022)		(286,554)
Accretion of discount	6,961		771		164		7,896
Net realized gains (losses)	(1,110)		(94)		992		(212)
Net change in unrealized appreciation (depreciation)	(31,274)		5,091		(3,931)		(30,114)
Balance, end of period	$	1,531,433	$	231,635	$	69,940	$	1,833,008
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations	$	(31,863)	$	3,499	$	(1,990)	$	(30,354)

The Company generally uses the following framework when determining the fair value of investments that are categorized as Level 3:

Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Investment Adviser carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The income approach typically uses a discounted cash flow analysis of the portfolio company.

Investments in debt securities that do not have sufficient coverage through the enterprise value analysis are valued based on an expected probability of default and discount recovery analysis.

Investments in debt securities with sufficient coverage through the enterprise value analysis are generally valued using a discounted cash flow analysis of the underlying security. Projected cash flows in the discounted cash flow typically represent the relevant security’s contractual interest, fees and principal payments plus the assumption of full principal recovery at the security’s expected maturity date. The discount rate to be used is determined using an average of two market-based methodologies. Investments in debt securities may also be valued using consensus pricing.

Investments in equities are generally valued using a market approach and/or an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The income approach typically uses a discounted cash flow analysis of the portfolio company.

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The following tables summarize the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of September 30, 2024 and December 31, 2023:


	Fair Value as of		Valuation Techniques	Significant Unobservable Inputs	Range				Weighted Average
	September 30, 2024				Low		High
Investments in First Lien Debt	$	1,310,648	Discounted Cash Flow	Discount Rate	7.07	%	20.35	%	11.22	%
	119,118		Consensus Pricing	Indicative Quotes	91.06	%	100.50	%	99.00	%
	89,546		Income Approach	Discount Rate	10.24	%	13.82	%	12.11	%
			Market Approach	Comparable Multiple	7.50x		13.29x		10.22x
Total First Lien Debt	1,519,312
Investments in Second Lien Debt	89,632		Discounted Cash Flow	Discount Rate	9.86	%	15.87	%	12.39	%
	10,638		Consensus Pricing	Indicative Quotes	81.83	%	81.83	%	81.83	%
Total Second Lien Debt	100,270
Investments in Equity	40,218		Income Approach	Discount Rate	12.34	%	14.47	%	13.26	%
	23,978		Market Approach	Comparable Multiple	6.25x		17.75x		10.90x
Total Equity Investments	64,196
Total Level 3 Investments	$	1,683,778


	Fair Value as of		Valuation Techniques	Significant Unobservable Inputs	Range				Weighted Average
	December 31, 2023				Low		High
Investments in First Lien Debt	$	1,433,143	Discounted Cash Flow	Discount Rate	8.79	%	18.80	%	11.90	%
	59,234		Consensus Pricing	Indicative Quotes	88.25	%	100.00	%	96.83	%
	80,374		Income Approach	Discount Rate	10.75	%	13.26	%	12.39	%
			Market Approach	Comparable Multiple	9.48x		12.34x		10.61x
Total First Lien Debt	1,572,751
Investments in Second Lien Debt	163,462		Discounted Cash Flow	Discount Rate	10.05	%	18.29	%	13.96	%
	23,017		Consensus Pricing	Indicative Quotes	100.00	%	100.00	%	100.00	%
Total Second Lien Debt	186,479
Investments in Equity	61,088		Income Approach	Discount Rate	13.06	%	14.47	%	13.67	%
			Market Approach	Comparable Multiple	6.25x		18.00x		7.92x
Total Equity Investments	61,088
Total Level 3 Investments	$	1,820,318

The significant unobservable inputs used in the fair value measurement of the Company’s investments in first and second lien debt securities are discount rates, indicative quotes and comparable EBITDA multiples. The significant unobservable inputs used in the fair value measurement of the Company’s investments in equities are discount rates and comparable EBITDA multiples. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or comparable EBITDA multiples in isolation would result in a significantly lower fair value measurement.

Financial instruments disclosed but not carried at fair value

The carrying values of the secured borrowings generally approximate their respective fair values due to their variable interest rates. Secured borrowings are categorized as Level 3 within the hierarchy. The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.

4. RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On June 26, 2017, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Investment Adviser. The initial term of the Investment Advisory Agreement was two years from June 26, 2017 and renewed automatically for successive annual periods with the specific approval of the Board of Directors, including the vote of a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”). On October 11, 2021, the Board, including all of its Independent Directors,

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reviewed and approved the terms of an amended and restated investment advisory agreement (the “Amended and Restated Investment Advisory Agreement”) for an initial term of two years, conditional upon stockholders’ approval of the proposal to convert the Company to a perpetual life BDC as discussed above. On January 21, 2022, stockholders approved the Amended and Restated Investment Advisory Agreement, which the Company entered into effective as of the date of such approval.

Pursuant to the Investment Advisory Agreement and the Amended and Restated Investment Advisory Agreement effective as of January 21, 2022, and subject to the overall supervision of the Board of Directors, the Investment Adviser provides investment advisory services to the Company. For providing these services, the Investment Adviser receives fees from the Company consisting of two components—a management fee and an incentive fee.

From the period September 12, 2021 until January 21, 2022, the management fee was calculated and payable quarterly in arrears at an annual rate of 1.00% of the Company’s average Capital Under Management (as defined below) at the end of the then-current quarter and the prior calendar quarter. “Capital Under Management” means cumulative capital called, less cumulative distributions categorized as Returned Capital. “Returned Capital” means unused capital commitments increased by the aggregate amount of (i) any portion of distributions made by the Company to an investor during the Original Investment Period (as defined below) which represents (A) proceeds realized from the sale or repayment of any investment (as opposed to investment income) during the Investment Period (but not in excess of the cost of any such investment) or (B) a return of such investor’s capital contributions to the Company, as determined by the Board of Directors, and (ii) any amount drawn down by the Company from unused capital commitments to pay management fees, incentive fees, organizational expenses or Company expenses, to the extent such investor receives subsequent distributions. For the avoidance of doubt, Capital Under Management does not include capital acquired through the use of leverage, and Returned Capital does not include distributions of the Company’s investment income (i.e., proceeds received in respect of interest payments, dividends or fees, net of expenses) or net realized capital gains to the investors.

Under the Investment Advisory Agreement until January 21, 2022, the incentive fee consisted of two parts. The first part was calculated and payable quarterly in arrears and equaled 15.0% of pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a preferred return of 1.75% per quarter (7.0% annualized), or “hurdle rate,” and a “catch-up” feature. The second part was determined and payable in arrears as of the end of each calendar year in an amount equal to 15.0% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation less the aggregate amount of any previously paid capital gain incentive fees, provided that no incentive fee on capital gains is payable to the Investment Adviser unless cumulative total return exceeded a 7.0% annual return on weighted average cumulative capital called less cumulative distributions categorized as Returned Capital.

Pursuant to the Amended and Restated Investment Advisory Agreement, effective January 21, 2022, (i) the income-based incentive fee rate was reduced from 15.0% to 12.5%, and the “hurdle rate” was reduced from 1.75% (7.0% annualized) to 1.25% (5.0% annualized); (ii) the capital gains incentive fee was reduced from 15.0% to 12.5%; and (iii) the calculation of the annual base management fee was changed to 1.00% of the Company's net asset value as of the end of the immediately preceding calendar quarter (as adjusted for capital called, dividends reinvested, distributions paid and issuer share repurchases made during the current calendar quarter) from 1.00% of the Company's average Capital Under Management. The terms of the Amended and Restated Investment Advisory Agreement were effective upon execution of the agreement, except for the change to the income-based incentive fee which became effective for the calendar quarter ending June 30, 2022. The Amended and Restated Investment Advisory Agreement will continue in effect until January 21, 2024 and, unless terminated earlier, will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board and by the vote of a majority of the Independent Directors. On May 2, 2024, the Board of Directors, including a majority of the Independent Directors, approved the continuance of the Amended and Restated Investment Advisory Agreement for an additional one year term. The Amended and Restated Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.

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Below is a summary of the base management fees and incentive fees incurred during the three and nine months ended September 30, 2024 and 2023.


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Base management fees	$	2,569	$	2,639	$	7,720	$	8,095
Net investment income incentive fees	4,434		4,898		13,864		14,847




Total base management fees and incentive fees	$	7,003	$	7,537	$	21,584	$	22,942

Accrued capital gains incentive fees are based upon the cumulative net realized and unrealized appreciation (depreciation) from inception. Accordingly, the accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. For the three and nine months ended September 30, 2024 and 2023, there were no accrued or realized capital gains incentive fees.

As of September 30, 2024 and December 31, 2023, $7,001 and $7,847, respectively, was included in management and incentive fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

On June 26, 2017, the Investment Adviser entered into a personnel agreement with The Carlyle Group Employee Co., L.L.C. (“Carlyle Employee Co.”), an affiliate of the Investment Adviser, pursuant to which Carlyle Employee Co. provides the Investment Adviser with access to investment professionals.

Administration Agreement

On April 18, 2017, the Company entered into an administration agreement (the “Administration Agreement”) with the Administrator. Unless terminated earlier, the Administration Agreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party. On May 2, 2024, the Board of Directors, including a majority of the Independent Directors, approved the continuance of the Company’s Administration Agreement for an additional one year term.

Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to or compensatory distributions received by the Company’s officers (including the Chief Financial Officer and Chief Compliance Officer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s internal control assessment under the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”). Reimbursement under the Administration Agreement occurs quarterly in arrears.

For the three and nine months ended September 30, 2024, the Company incurred $568 and $1,533, respectively, in fees under the Administration Agreement. For the three and nine months ended September 30, 2023, the Company incurred $368 and $809, respectively, in fees under the Administration Agreement. These fees are included in administrative service fees in the accompanying Consolidated Statements of Operations. As of September 30, 2024 and December 31, 2023, $1,247 and $1,863, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

Sub-Administration Agreements

On June 26, 2017, the Administrator entered into sub-administration agreements with Carlyle Employee Co. (the “Carlyle Sub-Administration Agreements”). Pursuant to the Carlyle Sub-Administration Agreements, Carlyle Employee Co. provides the Administrator with access to personnel.

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On June 22, 2017, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and, such agreement, the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreements, the “Sub-Administration Agreements”).

Unless terminated earlier, the State Street Sub-Administration Agreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On May 2, 2024, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the Company’s Sub-Administration Agreements for an additional one year term.

For the three and nine months ended September 30, 2024, the Company incurred $189 and $618, respectively, in fees under the State Street Sub-Administration Agreement. For the three and nine months ended September 30, 2023, the Company incurred $193 and $594, respectively in fees under the State Street Sub-Administration Agreement. These fees are included in other general and administrative expenses in the accompanying Consolidated Statements of Operations. As of September 30, 2024 and December 31, 2023, $594 and $806, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.

Placement Fees

On June 26, 2017, the Company entered into a placement fee arrangement with TCG Securities, L.L.C. (“TCG”), a licensed broker-dealer and an affiliate of the Investment Adviser, which may require stockholders to pay a placement fee to TCG for TCG’s services.

For the three and nine months ended September 30, 2024, TCG had no placement fees accrued from the Company’s stockholders in connection with the issuance or sale of the Company’s common stock. For the three and nine months ended September 30, 2023, TCG received $685 and $2,192, respectively, in placement fees from the Company’s stockholders in connection with the issuance or sale of the Company’s common stock, and TCG paid the amounts as placement fees to sub-placement agents.

Board of Directors

The Company’s Board of Directors currently consists of seven members, four of whom are Independent Directors. The Board of Directors has established an Audit Committee and a Pricing Committee of the Board of Directors, and may establish additional committees in the future. For the three and nine months ended September 30, 2024, the Company incurred $79 and $247, respectively, in fees and expenses associated with its Directors’ services on the Company’s Board of Directors and its committees. For the three and nine months ended September 30, 2023, the Company incurred $61 and $207, respectively, in fees and expenses associated with its Directors’ services on the Company’s Board of Directors and its committees. These fees are included in directors’ fees and expenses in the accompanying Consolidated Statements of Operations. As of September 30, 2024 and December 31, 2023, no fees or expenses associated with its Independent Directors were payable.

5. BORROWINGS

The SPV and SPV2 are party to the SPV Credit Facility and SPV2 Credit Facility, respectively, as described below. In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 200% after such borrowing. As of September 30, 2024 and December 31, 2023, asset coverage was 258.6% and 246.2%, respectively, and both facilities were in compliance with all covenants and other requirements of their respective credit facility agreements.

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Below is a summary of the borrowings and repayments under the Credit Facilities for the three and nine months ended September 30, 2024 and 2023, and the outstanding balances under the Credit Facilities for the respective periods.


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Outstanding borrowing, beginning of period	$	732,374	$	906,032	$	754,747	$	982,404
Borrowings	135,680		30,000		304,909		169,000
Repayments	(207,075)		(150,937)		(397,075)		(368,823)
Foreign currency translation	3,333		(2,763)		1,731		(249)
Outstanding borrowing, end of period	$	664,312	$	782,332	$	664,312	$	782,332

SPV Credit Facility

The SPV entered into the SPV Credit Facility with a lender on April 1, 2019. The SPV Credit Facility was most recently amended and restated on June 4, 2024, and may be further amended from time to time. The SPV Credit Facility provides for secured borrowings of $550,000 ($700,000 prior to the June 4, 2024 amendment), as of September 30, 2024, subject to availability under the SPV Credit Facility and restrictions imposed on borrowings under the Investment Company Act. In connection with the 2024-1 Debt Securitization and pursuant to the June 4, 2024 amendment, the secured borrowings amount decreased to $300,000 effective as of October 29, 2024, the date of the 2024-1 Debt Securitization. The SPV Credit Facility has a revolving period through October 15, 2026 (October 15, 2024 prior to the June 4, 2024 amendment), and a maturity date of April 3, 2028 (April 1, 2026 prior to the June 4, 2024 amendment), with one one-year extension option, subject to the SPV’s and the lender’s consent. The SPV may borrow amounts in U.S. Dollars or certain other permitted currencies. Borrowings under the SPV Credit Facility bear interest initially at SOFR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.54% (2.50% prior to the June 4, 2024 amendment) per year. The SPV also pays a fee of 0.75% per year on undrawn amounts under the SPV Credit Facility. Payments under the SPV Credit Facility are made quarterly. The lender has a first lien security interest on substantially all of the assets of the SPV.

SPV2 Credit Facility

SPV2 entered into the SPV2 Credit Facility with a lender on May 13, 2020, which was most recently amended and restated on October 18, 2024, and may be further amended from time to time. The SPV2 Credit Facility provides for secured borrowings during the applicable revolving period up to a principal amount of $550,000 as of September 30, 2024, subject to availability under the SPV2 Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV2 Credit Facility has a revolving period through March 7, 2027 (March 7, 2025 prior to October 18, 2024 amendment) and a maturity date of March 7, 2032 (March 7, 2030 prior to October 18, 2024 amendment). Borrowings under the SPV2 Credit Facility bear interest initially at SOFR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.40% per year, plus a term SOFR adjustment of 0.15% per year. Prior to the June 29, 2023 amendment, borrowings under the SPV2 Credit Facility bore interest at LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.40% per year. SPV2 pays a fee of 0.25% per year on undrawn amounts under the SPV2 Credit Facility. Payments under the SPV2 Credit Facility are made quarterly. The lender has a security interest on substantially all of the assets of SPV2.

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Summary of Credit Facilities

The Credit Facilities consisted of the following as of September 30, 2024 and December 31, 2023:


	September 30, 2024
	Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)

SPV Credit Facility	$	550,000	$	334,012	$	215,988	$	175,648
SPV2 Credit Facility	550,000		330,300		219,700		18,054
Total	$	1,100,000	$	664,312	$	435,688	$	193,702

	December 31, 2023
	Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)

SPV Credit Facility	$	700,000	$	424,447	$	275,553	$	107,156
SPV2 Credit Facility	550,000		330,300		219,700		118,872
Total	$	1,250,000	$	754,747	$	495,253	$	226,028

(1)The unused portion is the amount upon which commitment fees are based.

(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

For the three and nine months ended September 30, 2024 and 2023, the components of interest expense and credit facility fees of the Credit Facilities were as follows:


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Interest expense	$	13,499		$	16,440		$	42,084		$	50,274
Facility unused commitment fee	515			552			2,761			1,264
Amortization of deferred financing costs	446			679			1,349			1,521

Total interest expense and credit facility fees	$	14,460		$	17,671		$	46,194		$	53,059
Cash paid for interest expense and credit facility fees	$	18,626		$	22,076		$	50,791		$	54,456

Weighted average debt principal outstanding	$	680,345		$	836,784		$	712,875		$	906,781
Weighted average interest rate(1)	7.76		%	7.69		%	7.76		%	7.33		%

(1)Excludes facility unused commitment fee and amortization of deferred financing costs and debt issuance costs.

As of September 30, 2024 and December 31, 2023, the components of interest and credit facility fees payable were as follows:


	As of
	September 30, 2024			December 31, 2023
Interest expense payable	$	5,985		$	11,011
Unused commitment fees payable	390			971

Interest and credit facility fees payable	$	6,375		$	11,982
Weighted average interest rate	7.69		%	7.82		%

Securitizations

On October 29, 2024, the Company completed the 2024-1 Debt Securitization. The 2024-1 Debt was issued by the 2024-1 Issuer, a wholly-owned and consolidated subsidiary of the Company. The 2024-1 Debt Securitization was executed through a private placement of the 2024-1 Debt, consisting of $348,500 in notes and loans that were issued at par and were scheduled to mature in October, 2037. As of September 30, 2024, the Company retained $59,000 in the Class C and D notes. The Company received 100% of the $83,100 in nominal value of the non-interest bearing preferred interests issued by the 2024-1 Issuer (the “2024-1 Issuer Preferred Interests”) on the closing date of the 2024-1 Debt Securitization in exchange for the

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Company’s contribution to the 2024-1 Issuer of the initial closing date loan portfolio. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2024-1 Issuer in the purchase agreement.

The following table summarizes the terms of the 2024-1 Debt tranches and their principal amount as of the closing of the 2024-1 Debt Securitization:

2024-1 Debt Tranche (1)

Credit Rating

Reference Rate

Spread

Principal Amount

Class A-1 Notes

AAA

SOFR

1.68%

92,500

Class A-L1 Loans

AAA

SOFR

1.68%

104,000

Class A-L2 Loans

AAA

SOFR

1.68%

50,000

Class A-2 Notes

AAA

SOFR

2.00%

17,000

Class B Notes

SOFR

2.13%

25,500

Total Principal Amount

289,000

(1) Excludes $59.5 million of Class C and D notes, which are rated A and BBB-, respectively, and accrue interest at SOFR plus spread of 2.20% and 3.50%, respectively, and are retained by the Company

The Company contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to the Company from the SPVs) to the 2024-1 Issuer pursuant to a contribution agreement. Future loan transfers from the Company to the 2024-1 Issuer will be made pursuant to a sale agreement and are subject to the approval of the Company’s Board of Directors. Assets of the 2024-1 Issuer are not available to the creditors of the SPVs or the Company.

6. COMMITMENTS AND CONTINGENCIES

A summary of significant contractual payment obligations was as follows as of September 30, 2024 and December 31, 2023:


	As of
Payment Due by Period	September 30, 2024		December 31, 2023
Less than one year	$	—	$	—
1-3 years	—		424,447
3-5 years	334,012		—
More than 5 years	330,300		330,300
Total	$	664,312	$	754,747

In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the unaudited consolidated financial statements as of September 30, 2024 and audited consolidated financial statements as of December 31, 2023 for any such exposure.

As of September 30, 2024 and December 31, 2023, the Company had $465,025 and $25,213, respectively, in total unfunded capital commitments. As of September 30, 2024 and December 31, 2023, there were no unfunded capital commitments from current officers.

The Company has in the past, currently is and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:


	Par / Principal Amount as of
	September 30, 2024		December 31, 2023
Unfunded delayed draw commitments	$	104,622	$	75,501
Unfunded revolving loan commitments	60,686		63,465
Total unfunded commitments	$	165,308	$	138,966

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7. NET ASSETS

The Company has the authority to issue 200,000,000 shares of common stock, par value $0.01 per share, of which 53,313,147 and 56,280,182 were issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

During the three and nine months ended September 30, 2024, the Company repurchased and extinguished 789,019 shares for $15,591, and 6,535,860 shares for $128,795, respectively, in connection with the tender offers as discussed below.

The following tables summarize capital activity during the three and nine months ended September 30, 2024:


	Common Stock			Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, July 1, 2024	52,619,545	$	526	$	1,074,143	42,609		(45,099)		(32,213)		1,039,966
Common stock issued	1,424,284	14		28,083		—		—		—		28,097

Dividend reinvestment	58,337	1		1,155		—		—		—		1,156
Repurchase of common stock	(789,019)	(8)		(15,583)		—		—		—		(15,591)

Net investment income (loss)	—	—		—		31,030		—		—		31,030
Net realized gain (loss)	—	—		—		—		(823)		—		(823)
Net change in unrealized appreciation (depreciation)	—	—		—		—		—		(3,348)		(3,348)

Dividends declared	—	—		—		(27,108)		—		—		(27,108)

Balance, September 30, 2024	53,313,147	$	533	$	1,087,798	$	46,531	$	(45,922)	$	(35,561)	$	1,053,379


	Common Stock			Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, January 1, 2024	56,280,182	$	563	$	1,146,462	$	31,238	$	(3,256)	$	(71,795)	$	1,103,212
Common stock issued	3,419,279	34		67,128		—		—		—		67,162

Dividend reinvestment	149,546	1		2,938		—		—		—		2,939
Repurchase of common stock	(6,535,860)	(65)		(128,730)		—		—		—		(128,795)

Net investment income (loss)	—	—		—		97,066		—		—		97,066
Net realized gain (loss)	—	—		—		—		(42,666)		—		(42,666)
Net change in unrealized appreciation (depreciation)	—	—		—		—		—		36,234		36,234

Dividends declared	—	—		—		(81,773)		—		—		(81,773)

Balance, September 30, 2024	53,313,147	$	533	$	1,087,798	$	46,531	$	(45,922)	$	(35,561)	$	1,053,379

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The following tables summarize capital activity during the three and nine months ended September 30, 2023:


	Common Stock			Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, July 1, 2023	55,812,408	$	558	$	1,137,611	$	19,786	$	(4,813)	$	(73,630)	$	1,079,512
Common stock issued	1,193,694	12		23,062		—		—		—		23,074

Dividend reinvestment	28,032	—		553		—		—		—		553
Repurchase of common stock	(1,562,102)	(15)		(30,190)		—		—		—		(30,205)
Net investment income (loss)	—	—		—		34,122		—		—		34,122
Net realized gain (loss)	—	—		—		—		(201)		—		(201)
Net change in unrealized appreciation (depreciation)	—	—		—		—		—		3,082		3,082

Dividends declared	—	—		—		(28,291)		—		—		(28,291)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—	—		—		—		—		—		—
Balance, September 30, 2023	55,472,032	$	555	$	1,131,036	$	25,617	$	(5,014)	$	(70,548)	$	1,081,646


	Common Stock			Capital in Excess of Par Value		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount
Balance, January 1, 2023	58,396,516	$	584	$	1,188,720	$	8,819	$	(5,997)	$	(40,625)	$	1,151,501
Common stock issued	2,722,693	27		53,077		—		—		—		53,104

Dividend reinvestment	76,619	1		1,514		—		—		—		1,515
Repurchase of common stock	(5,723,796)	(57)		(112,196)		—		—		—		(112,253)
Net investment income (loss)	—	—		—		103,837		—		—		103,837
Net realized gain (loss)	—	—		—		—		(320)		—		(320)
Net change in unrealized appreciation (depreciation)	—	—		—		—		—		(29,923)		(29,923)

Dividends declared	—	—		—		(85,815)		—		—		(85,815)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP	—	—		(79)		(1,224)		1,303		—		—
Balance, September 30, 2023	55,472,032	$	555	$	1,131,036	$	25,617	$	(5,014)	$	(70,548)	$	1,081,646

Share Issuances

The following table summarizes total shares of common stock issued and proceeds related to capital activity during nine months ended September 30, 2024 and 2023:


	Shares Issued	Proceeds Received









For the nine months ended September 30, 2023
January 6, 2023	674,324	$	13,210
April 11, 2023	854,675	16,820
July 6, 2023	1,193,694	23,074

Total	2,722,693	$	53,104
For the nine months ended September 30, 2024
January 5, 2024	1,293,638	$	25,213
April 3, 2024	701,357	13,852
July 3, 2024	1,035,378	20,428
August 21, 2024	388,906	7,669
Total	3,419,279	$	67,162

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On September 27, 2024, the Company delivered a capital drawdown notice to its investors relating to the issuance of 23,569,427 shares for an aggregate offering price of approximately $465,025. The shares were issued on October 18, 2024.


	Shares Issued	Share Value


2023
January 20, 2023	32,268	$	641
April 20, 2023	16,319	321
July 21, 2023	28,032	553
October 20, 2023	30,172	583
Total	106,791	$	2,098
2024
January 29, 2024	43,547	$	849
April 19, 2024	47,662	934
July 19, 2024	58,337	1,156

Total	149,546	$	2,939

Earnings Per Share

The Company calculates earnings per share in accordance with ASC 260. Basic earnings per share is calculated by dividing the net increase (decrease) in net assets resulting from operations attributable to the Company by the weighted-average number of shares outstanding for the period.

Basic and diluted earnings per share were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net increase (decrease) in net assets resulting from operations	$	26,859	$	37,003	$	90,634	$	73,594
Weighted-average shares outstanding	53,278,043		55,859,507		53,995,308		56,587,119
Basic and diluted earnings per share	$	0.50	$	0.66	$	1.68	$	1.30

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Dividends

The following table summarizes the Company’s dividends declared during the two most recent fiscal years and the current fiscal year to date:

Date Declared

Record Date

Payment Date

Per Share Amount

March 25, 2022

April 18, 2022

0.60

(1)

June 15, 2022

July 19, 2022

0.48

September 14, 2022

October 19, 2022

0.51

December 21, 2022

January 20, 2023

0.52

(1)

March 22, 2023

April 20, 2023

0.51

June 21, 2023

July 21, 2023

0.51

September 20, 2023

October 20, 2023

0.51

December 20, 2023

January 19, 2024

0.51

March 20, 2024

April 19, 2024

0.51

June 18, 2024

July 19, 2024

0.51

August 7, 2024

October 18, 2024

0.21

September 25, 2024

October 18, 2024

0.30

(1)Includes capital gain distribution of $0.103745 per share for the April 18, 2022 dividend payment and $0.053510 per share for the January 20, 2023 dividend payment.

Quarterly Tender Offers

In the second quarter of 2022, the Company commenced a quarterly liquidity program pursuant to which the Company expects to conduct quarterly tender offers (the “Quarterly Tender Offer”) to repurchase up to 3.5% of the number of shares of its common stock outstanding as of the end of the calendar quarter immediately prior to the quarter in which the Quarterly Tender Offer is conducted, at a per share price equal to the net asset value per share as of the last date of the quarter in which the Quarterly Tender Offer is conducted, less an early repurchase fee of 2% of the net asset value of such shares in the case of shares that have an initial issue date within the one year period prior to the valuation date associated with such Quarterly Tender Offer. However, the Board of Directors has the discretion to determine whether or not the Company will purchase common stock from stockholders, and the Company is not required to conduct tender offers on a quarterly basis or at all. If during any consecutive 24-month period, the Company does not engage in a quarterly tender offer in which the Company accepts for purchase 100% of properly tendered shares (a “Qualifying Tender”), the Company generally will not make commitments for new portfolio investments (excluding short-term cash management investments under 30 days in duration) and will reserve available assets to satisfy future tender requests until a Qualifying Tender occurs, subject to the Company continuing to use available funds and liquidity for certain purposes. As of September 30, 2024, the most recent Qualifying Tender was the Quarterly Tender Offer that commenced on June 28, 2024, with a cash payment date of August 8, 2024.

The following summarizes the results of the Quarterly Tender Offers completed during nine months ended September 30, 2024 and September 30, 2023 :


Cash Payment Date(1)	Percentage of Outstanding Shares Offered to Repurchase(2)	Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased(3)		Shares Repurchased	Percentage of Outstanding Shares Repurchased(4)




March 11, 2024	3.5%	$	19.60	December 31, 2023	$	59,799	3,050,962	5.4	%
May 10, 2024	3.5%	$	19.81	March 31, 2024	$	53,405	2,695,879	4.9	%
August 8, 2024	3.5%	$	19.76	June 30, 2024	$	15,591	789,019	1.5	%

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Cash Payment Date(1)	Percentage of Outstanding Shares Offered to Repurchase(2)	Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased(3)		Shares Repurchased	Percentage of Outstanding Shares Repurchased(4)


March 14, 2023	3.5%	$	19.72	December 31, 2022	$	41,763	2,117,816	3.6	%
May 12, 2023	3.5%	$	19.71	March 31, 2023	$	40,285	2,043,878	3.6	%
August 11, 2023	3.5%	$	19.34	June 30, 2023	$	30,205	1,562,102	2.8	%

(1)Cash payment date is the date the Company pays cash in repayment of promissory notes issued in exchange for shares acquired by the Company upon completion of the tender offer.

(2)Amounts do not include additional shares for which the Company reserved the right to purchase as part of the Quarterly Tender Offer.

(3)Amount repurchased is inclusive of early repurchase fees, if applicable.

(4)Percentage based on the total shares as of the Repurchase Pricing Date. Pursuant to Rule 13e-4(f)(1) of the Exchange Act, the Company accepted an additional 726,073 shares in the Quarterly Tender Offer that had a March 31, 2024 Repurchase Pricing Date, representing approximately 1.3% of its common stock outstanding as of December 31, 2023. Pursuant to Rule 13e-4(f)(1) of the Exchange Act, the Company accepted an additional 1,109,441 shares in the Quarterly Tender Offer that had a December 31, 2023 Repurchase Pricing Date, representing approximately 2.0% of its common stock outstanding as of September 30, 2023.

On September 30, 2024, the Company commenced a Quarterly Tender Offer pursuant to which the Company offered to repurchase up to 1,841,684 shares, representing 3.5% of the number of shares of its common stock outstanding as of June 30, 2024. On October 28, 2024, the Quarterly Tender Offer expired and the Company accepted 569,026 shares for purchase, representing approximately 1.1% of the total number of shares outstanding as of September 30, 2024. The purchase price of the shares tendered is the Company’s net asset value per share as of September 30, 2024, or $19.76 per share. In accordance with the terms of the Quarterly Tender Offer, a non-interest bearing, non-transferable and non-negotiable promissory note has been issued to the Company’s stockholders that participated in the tender offer, which is being held on the stockholders’ behalf, entitling the tendering stockholders to receive payment in an aggregate amount equal to the net asset value of the tendered shares as of September 30, 2024 less the 2% early repurchase fee applicable to shares that have not been outstanding for at least one year.

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8. CONSOLIDATED FINANCIAL HIGHLIGHTS

The following is a schedule of consolidated financial highlights for the nine months ended September 30, 2024 and 2023:


	Nine months ended
	September 30, 2024			September 30, 2023
Per Share Data:
Net asset value per share, beginning of period	$	19.60		$	19.72
Net investment income (loss) (1)	1.80			1.83
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(0.12)			(0.53)
Net increase (decrease) in net assets resulting from operations	1.68			1.30
Dividends declared (2)	(1.53)			(1.53)

Other (3)	0.01			0.01
Net asset value per share, end of period	$	19.76		$	19.50
Number of shares outstanding, end of period	53,313,147			55,472,032
Total return based on net asset value (4)	8.87		%	6.80		%
Net assets, end of period	$	1,053,379		$	1,081,646
Ratio to average net assets(5):
Expenses before incentive fees	5.63		%	5.93		%
Expenses after incentive fees	6.92		%	7.27		%
Net investment income (loss)	9.08		%	9.36		%
Interest expense and credit facility fees	4.32		%	4.78		%
Ratios/Supplemental Data:
Asset coverage, end of period	258.57		%	238.26		%
Portfolio turnover	15.40		%	5.08		%


Weighted-average shares outstanding	53,995,308			56,587,119

(1)Net investment income (loss) per share was calculated as net investment income (loss) for the period divided by the weighted average number of shares outstanding for the period.

(2)Dividends declared per share was calculated as the sum of dividends declared during the period divided by the number of shares outstanding at the date of the relevant transaction (refer to Note 7, Net Assets, to these unaudited consolidated financial statements).

(3)Includes the impact of different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding and certain per share data based on the shares outstanding as of a period end or transaction date.

(4)Total return based on net asset value (not annualized) is based on the change in net asset value per share during the period plus the declared dividends, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning net asset value for the period. There was no impact to total return as a result of the offering price of subscriptions during the six months ended June 30, 2024 and 2023.

(5)These ratios to average net assets attributable to Common Stockholders have not been annualized.

9. LITIGATION

The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of September 30, 2024 and December 31, 2023, the Company was not subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company.

In addition, portfolio investments of the Company could be the subject of litigation or regulatory investigations in the ordinary course of business. The Company does not believe that the outcome of any current contingent liabilities of its portfolio investments, if any, will materially affect the Company or these unaudited consolidated financial statements.

10. TAX

The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of September 30, 2024 and December 31, 2023.

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. Through September 30, 2023, the Company's tax year-end was June 30. The Company elected to change the tax

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year-end to December 31 starting with the period from July 1, 2023 to December 31, 2023 concurrent with the filing of the Company’s tax return. The Company’s federal tax returns are generally subject to examination by the Internal Revenue Service for a period of three years after they are filed.

The Company’s taxable income for each period is an estimate and will not be finally determined until the Company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate. The estimated tax character of the dividends declared for the nine months ended September 30, 2024 and 2023 was as follows:


	For the nine month periods ended
	September 30, 2024		September 30, 2023
Ordinary income	$	81,773	$	85,815
Long-term capital gains	—		—
Tax return of capital	—		—

11. SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the unaudited consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed elsewhere in these unaudited consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (amounts in thousands, except per share data, unless otherwise indicated)

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have included or incorporated by reference in this Form 10-Q, and from time to time our management may make, “forward-looking statements”. These forward-looking statements are not historical facts, but instead relate to future events or the future performance or financial condition of Carlyle Credit Solutions, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “CARS” or the “Company”). These statements are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. The forward-looking statements contained in this Form 10-Q and the documents incorporated by reference herein involve a number of risks and uncertainties, including statements concerning:

•our, or our portfolio companies’, future business, operations, operating results or prospects, including our and their ability to achieve our respective objectives;

•the return or impact of current and future investments;

•the general economy and its impact on the industries in which we invest;

•the impact of any protracted decline in the liquidity of credit markets on our business;

•the impact of fluctuations in interest rates on our business;

•the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

•the impact of supply chain constraints on our portfolio companies and the global economy;

•the current inflationary environment, and its impact on our portfolio companies and on the industries in which we invest;

•the impact on our business of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies;

•our ability to recover unrealized losses;

•market conditions and our ability to access alternative debt markets and additional debt and equity capital;

•our contractual arrangements and relationships with third parties;

•uncertainty surrounding the financial stability of the United States, Europe and China, including a possible shutdown of the U.S. federal government;

•uncertainty surrounding Russia’s military invasion of Ukraine and the impact of geopolitical tensions in other regions such as the Middle East, and developing tensions between China and the United States;

•competition with other entities and our affiliates for investment opportunities;

•the speculative and illiquid nature of our investments;

•the use of borrowed money to finance a portion of our investments;

•our expected financings and investments;

•the adequacy of our cash resources and working capital;

•the timing, form and amount of any dividend distributions;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•the ability to consummate acquisitions;

•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

•our intention to conduct recurring quarterly tender offers for a limited number of shares of our common stock, subject to market and other conditions (the “Quarterly Tender Offer”)

•the ability of Carlyle Global Credit Investment Management L.L.C., our investment adviser (the “Investment Adviser”), to locate suitable investments for us and to monitor and administer our investments;

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•currency fluctuations and the adverse effect such fluctuations could have on the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•the ability of The Carlyle Group Employee Co., L.L.C. to attract and retain highly talented professionals that can provide services to our investment adviser and administrator;

•our ability to maintain our status as a business development company (“BDC”); and

•our intent to satisfy the requirements of a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking information for any reason, including the factors set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2023 (our “2023 Form 10-K”).

We have based the forward-looking statements included in this Form 10-Q on information available to us on the date of this Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1 of this Form 10-Q “Financial Statements.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in “Risk Factors” in Part I, Item 1A of our 2023 Form 10-K. Our actual results could differ materially from those anticipated by such forward-looking statements due to factors discussed under “Risk Factors” in our 2023 Form 10-K and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.

Carlyle Credit Solutions, Inc., a Maryland corporation is a specialty finance company that is a closed-end, externally managed, non-diversified management investment company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act and have operated our business as a BDC since we began our investment activities. For U.S. federal income tax purposes, we have elected to be treated as a registered investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”). We were incorporated in February 2017. We conducted the Initial Private Offering and intend to conduct the New Continuous Offering of our shares of common stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. We have an indefinite term. Our principal executive offices are located at One Vanderbilt Avenue, Suite 3400, New York, New York 10017.

Our investment objective is to generate attractive risk adjusted returns and current income primarily through assembling a portfolio of senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. Our core investment strategy focuses on lending to U.S. middle market companies, which we define as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. We seek to achieve our investment objective primarily through direct origination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with a minority of our assets invested in investments that are typically higher yielding than Middle Market Senior Loans (which may include unsecured debt, mezzanine debt and investments in equities and structured products). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms.

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We invest primarily in loans to middle market companies whose debt is rated below investment grade, or would likely be rated below investment grade if it was rated. These securities, which are often referred to as “junk,” have predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

We are externally managed by our Investment Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”) and a subsidiary of Carlyle. We benefit from our Investment Adviser’s investment team of over 200 investment professionals with the deep knowledge and expertise across multiple asset classes who are supported by a team of finance, operations and administrative professionals currently employed by Carlyle Employee Co., a wholly owned subsidiary of Carlyle. In conducting our investment activities, we believe that we benefit from the significant scale, relationships and resources of Carlyle, including our Investment Adviser and its affiliates.

Third Quarter 2024 Highlights

Quarterly Results

•Net investment income was $31.0 million or $0.58 per share.

•During the quarter, total dividends declared were $0.51 per share or $27.1 million.

•Net investment income for the three months ended September 30, 2024 declined from the comparable period in the prior year, primarily driven by a decrease in the size of our portfolio.

•The NAV per share was $19.76 as of September 30, 2024 and $19.76 as of June 30, 2024, as the net investment income in excess of our dividends was offset by the net unrealized depreciation on the portfolio.

Portfolio and Investment Activity

•As of September 30, 2024, we held 161 investments across 120 portfolio companies and 25 industries for a total fair value of $1.7 billion.

•During the three months ended September 30, 2024, we had investment fundings of $135.6 million and investment repayments of $145.5 million.

•As of September 30, 2024, non-accrual investments represented 1.0% and 0.5% of our portfolio based on cost and fair value, respectively.

Liquidity and Capital Activity

•During the three months ended September 30, 2024, we closed $472.7 million in capital commitments.

•On August 8, 2024, we repurchased and extinguished 789,019 shares for a cost of $15.6 million.

•Total liquidity as of September 30, 2024 was $259.3 million in cash and undrawn debt capacity.

Recent Developments

•On October 29, 2024, we completed a $348,500 term debt securitization. The notes and loans offered in the 2024-1 Debt Securitization were issued by 2024-1 Issuer, a wholly-owned and consolidated subsidiary of the Company.

•Effective December 1, 2024, the Company intends to conduct closings of the New Continuous Offering on a monthly basis. As of December 1, 2024, the subscriptions to purchase shares of the Company’s common stock may be made on an ongoing basis with investors purchasing shares pursuant to an accepted subscription request effective as of the first day of each month based on the NAV per share as determined as of the previous day, being the last day of the preceding month. To be accepted, a subscription request including the full subscription amount must be received, together with a completed subscription agreement at least five business days prior to the first day of the month (unless waived by the Investment Adviser).

•On November 4, 2024, our Board of Directors approved a change in dividend policy from quarterly distributions to monthly distributions, effective December 2024.

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Key Components of Our Results of Operations

As a BDC, we believe that the key components of our results of operations for our business are earnings per share, dividends declared, net investment income and net asset value per share. For the three months ended September 30, 2024, we recorded basic and diluted earnings per share of $0.50, declared dividends per share of $0.51 and earned $0.58 of net investment income per share.

The following table sets forth the calculation of basic and diluted earnings per share (dollar amounts in thousands, except per share data):


	For the three months ended
	September 30, 2024		June 30, 2024
Net increase (decrease) in net assets resulting from operations	$	26,859	$	24,189
Weighted-average shares outstanding	53,278,043		53,276,079
Earnings per share - Basic and Diluted	$	0.50	$	0.45

For the three months ended September 30, 2024 and June 30, 2024, we declared dividends per share of $0.51 and $0.51, respectively.

As of September 30, 2024 and December 31, 2023, our NAV per share was $19.76 and $19.60, respectively.

Investment Income

We generate investment income primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends on direct equity investments, capital gains on the sales of loans and debt and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and generally bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. At times, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity reflects the proceeds of sales of securities. We may also generate investment income in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include: (i) investment advisory fees, including management fees and incentive fees, to our Investment Adviser pursuant to the Amended and Restated Investment Advisory Agreement; (ii) debt service and other costs of borrowings or other financing arrangements; (iii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and our Administrator (the “Administration Agreement”); and (iv) other operating expenses summarized below:

•administration fees payable under our Administration Agreement and Sub-Administration Agreements, including related expenses;

•the costs of any other offerings of our common stock and other securities, if any;

•calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);

•expenses, including travel expenses, incurred by our Investment Adviser, or members of our Investment Adviser team managing our investments, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing our rights;

•certain costs and expenses relating to distributions paid on our shares;

•the allocated costs incurred by our Investment Adviser in providing managerial assistance to those portfolio companies that request it;

•amounts payable to third parties relating to, or associated with, making or holding investments;

•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;

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•transfer agent and custodial fees;

•costs of hedging;

•commissions and other compensation payable to brokers or dealers;

•federal and state registration fees;

•any U.S. federal, state and local taxes, including any excise taxes;

•independent director fees and expenses;

•costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including federal and state registration and any applicable listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing;

•the costs of any reports, proxy statements or other notices to our stockholders and the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;

•the costs of specialty and custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of our election to be regulated as a BDC;

•our fidelity bond;

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

•indemnification payments;

•direct fees and expenses associated with independent audits, agency, consulting and legal costs; and

•all other expenses incurred by us or our Administrator in connection with administering our business, including our allocable share of certain officers and their staff compensation.

Net Investment Income

The following table summarizes our net investment income and net investment income per share:


	For the three months ended
	September 30, 2024		June 30, 2024
Total investment income	$	54,597	$	56,274
Total expenses (including excise tax expense)	23,567		24,686
Net investment income	$	31,030	$	31,588
Weighted-average shares outstanding	53,278,043		53,276,079
Net investment income per share	$	0.58	$	0.59

Portfolio and Investment Activity

Portfolio Overview

The following tables summarize certain characteristics of our investment portfolio as of September 30, 2024:


	First Lien Debt			Second Lien Debt			Equity Investments			Total Investments
Count of investments	129			7			25			161
Investments, at amortized cost	$	1,555,671		$	103,290		$	63,834		$	1,722,795
Investments, at fair value	$	1,519,312		$	100,270		$	64,196		$	1,683,778
Percentage of total investments at fair value	90.2		%	6.0		%	3.8		%	100.0		%


	Weighted Average Yields at
	Amortized Cost		Fair Value
First Lien Debt(1)	11.6	%	11.8	%
Second Lien Debt(1)	13.5	%	13.9	%
Total Debt and Income Producing Investments(1)(2)	11.8	%	12.0	%

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(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2024. Weighted average yield at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned, divided by (b) total fair value included in such securities. Weighted average yield at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned, divided by (b) total amortized cost included in such securities. Weighted average yields exclude investments on non-accrual status. Actual yields earned over the life of each investment could differ materially from the yields presented above. Inclusive of all debt and income producing investments and investments on non-accrual status, the weighted average yield on amortized cost was 11.6% as of September 30, 2024.

(2)Weighted average yield for total investments includes income producing equity investments.

The geographical composition of investments at fair value as of September 30, 2024 were as follows:


Geography—% of Fair Value	As of September 30, 2024
Australia	0.1	%
Canada	7.4

Italy	0.1

Luxembourg	4.4

United Kingdom	1.6
United States	86.4
Total	100.0	%

The industry composition of investments at fair value as of September 30, 2024 were as follows:


Industry—% of Fair Value	As of September 30, 2024
Aerospace & Defense	5.4	%
Auto Aftermarket & Services	4.7
Beverage & Food	3.2
Business Services	7.9
Capital Equipment	4.0
Chemicals, Plastics & Rubber	2.9
Construction & Building	3.8
Consumer Goods: Durable	0.3
Consumer Goods: Non-Durable	0.3
Consumer Services	9.2
Containers, Packaging & Glass	4.3
Diversified Financial Services	5.6
Energy: Electricity	0.3
Energy: Oil & Gas	0.7
Environmental Industries	4.6
Healthcare & Pharmaceuticals	9.8
High Tech Industries	4.0
Leisure Products & Services	8.7
Media: Advertising, Printing & Publishing	2.3


Retail	1.4
Software	14.2
Sovereign & Public Finance	0.0
Telecommunications	0.0
Transportation: Cargo	1.2

Wholesale	1.2
Total	100.0	%

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Our investment activity for the three months ended September 30, 2024 is presented below (information presented herein is at amortized cost unless otherwise indicated):


	For the three months ended
	September 30, 2024
Investments:
Total investments, beginning of period	$	1,737,333
New investments purchased	132,874
Net accretion of discount on investments	2,482
Net realized gain (loss) on investments	(1,052)
Investments sold or repaid	(148,842)
Total Investments, end of period	$	1,722,795
Principal amount of investments funded:
First Lien Debt	$	133,710
Second Lien Debt	539
Equity Investments(1)	1,347
Total	$	135,596
Principal amount of investments sold or repaid:


First Lien Debt	$	(117,463)
Second Lien Debt	(26,222)
Equity Investments(1)	(1,843)
Total	$	(145,528)
Number of new investment commitments (2)(3)	17
Average new investment commitment amount	$	8,401

(1)Based on cost/proceeds of equity activity.

(2)Represents commitments to a portfolio company as part of an individual transaction.

(3)For the three months ended September 30, 2024, 100.0% of new funded debt investments were at floating interest rates.

See the Consolidated Schedules of Investments as of September 30, 2024 to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on these investments, including a list of companies with the type and amount of each investment in the respective companies.

Portfolio Credit

As part of the monitoring process, our Investment Adviser has developed risk assessment policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as “Internal Risk Ratings”. Key drivers of internal risk ratings include financial metrics, financial covenants, liquidity and enterprise value coverage. Pursuant to these risk policies, an Internal Risk Rating of 1 – 5, which are defined below, is assigned to each debt investment in our portfolio.

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Rating			Definition
1			Borrower is operating above expectations, and the trends and risk factors are generally favorable.

2			Borrower is operating generally as expected or at an acceptable level of performance. The level of risk to our initial cost basis is similar to the risk to our initial cost basis at the time of origination. This is the initial risk rating assigned to all new borrowers.

3			Borrower is operating below expectations and level of risk to our cost basis has increased since the time of origination. The borrower may be out of compliance with debt covenants. Payments are generally current although there may be higher risk of payment default.

4			Borrower is operating materially below expectations and the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due, but generally not by more than 120 days. It is anticipated that we may not recoup our initial cost basis and may realize a loss of our initial cost basis upon exit.

5			Borrower is operating substantially below expectations and the loan’s risk has increased substantially since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. It is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser monitors and, when appropriate, changes the risk ratings assigned to each debt investment in our portfolio. Our Investment Adviser reviews our investment ratings in connection with our quarterly valuation process. The below table summarizes the Internal Risk Ratings as of September 30, 2024 and December 31, 2023.


	September 30, 2024				December 31, 2023
	Fair Value		% of Fair Value		Fair Value		% of Fair Value
Internal Risk Rating 1	$	11,762	0.7	%	$	41,719	2.4	%
Internal Risk Rating 2	1,326,121		81.9		1,353,019		76.9
Internal Risk Rating 3	272,496		16.8		355,370		20.2
Internal Risk Rating 4	1,390		0.1		9,122		0.5
Internal Risk Rating 5	7,813		0.5		—		—
Total	$	1,619,582	100.0	%	$	1,759,230	100.0	%

As of September 30, 2024 and December 31, 2023, the weighted average Internal Risk Rating of our debt investment portfolio was 2.2. As of September 30, 2024 and December 31, 2023 two and three of our debt investments were assigned an Internal Risk Rating of 4-5, respectively.

The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of September 30, 2024 and December 31, 2023:


	September 30, 2024					December 31, 2023
	Number of Investments	Fair Value		% of Fair Value		Number of Investments	Fair Value		% of Fair Value
Performing	159	$	1,674,575	99.5	%	151	$	1,811,196	99.5	%
Non-accrual(1)	2	9,203		0.5		3	9,122		0.5
Total	161	$	1,683,778	100.0	%	154	$	1,820,318	100.0	%

(1)For information regarding our non-accrual policy, see Note 2, Significant Accounting Policies, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.

Portfolio Financing

Our primary source of financing consist of secured debt, which are presented on the Consolidated Statements of Assets and Liabilities as Secured borrowings. Refer to Note 5, Borrowings, to the unaudited consolidated financial statements included

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in this Quarterly Report on Form 10-Q for additional information regarding our financing. The following table details those sources of financing:


	Outstanding Principal Balance, as of
	September 30, 2024			December 31, 2023
SPV Credit Facility	$	334,012		$	424,447
SPV2 Credit Facility	330,300			330,300
Total	$	664,312		$	754,747
Weighted average interest rate	7.69		%	7.82		%

SPV Credit Facility

The SPV entered into a senior secured revolving credit facility with a lender on April 1, 2019 (the “SPV Credit Facility”), as amended from time to time. As of September 30, 2024, the maximum principal amount of the SPV Credit Facility was $550,000, and is subject to availability under the SPV Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV Credit Facility has a maturity date of April 3, 2028, with one one-year extension option, subject to the SPV’s and the lender’s consent. The SPV Credit Facility has a revolving period through October 15, 2026. The SPV may borrow amounts in U.S. Dollars or certain other permitted currencies. Borrowings under the SPV Credit Facility bear interest initially at SOFR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.54% per year. The SPV also pays a fee of 0.75% per year on undrawn amounts under the SPV Credit Facility. Payments under the SPV Credit Facility are made quarterly. The SPV Credit Facility is secured by a first lien security interest on substantially all of the assets of the SPV.

The SPV Credit Facility consisted of the following as of September 30, 2024 and December 31, 2023:



	Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)		Weighted Average Interest Rate

September 30, 2024	$	550,000	$	334,012	$	215,988	$	175,648	7.50	%
December 31, 2023	$	700,000	$	424,447	$	275,553	$	107,156	7.72	%

(1)The unused portion is the amount upon which commitment fees are based.

(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

SPV2 Credit Facility

The SPV2 entered into a senior secured revolving credit facility with a lender on May 13, 2020 (the “SPV2 Credit Facility,” together with the SPV Credit Facility, the “Credit Facilities”), as amended from time to time. The SPV2 Credit Facility provides for secured borrowings during the applicable revolving period up to a principal amount of $550,000, subject to availability under the SPV2 Credit Facility and restrictions imposed on borrowings under the Investment Company Act. The SPV2 Credit Facility has a revolving period through March 7, 2027 (March 7, 2025 prior to October 18, 2024 amendment) and a maturity date of March 7, 2032 (March 7, 2030 prior to October 18, 2024 amendment). Borrowings under the SPV2 Credit Facility bear interest initially at SOFR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.40% per year, plus a term SOFR adjustment of 0.15% per year. Prior to the June 29, 2023 amendment, borrowings under the SPV2 Credit Facility bore interest at LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate plus 0.50%) plus 2.40% per year. SPV2 is also required to pay an undrawn commitment fee of 0.25% per year. Payments under the SPV2 Credit Facility are made quarterly. The lenders have a security interest on substantially all of the assets of SPV2.

The SPV2 Credit Facility consisted of the following as of September 30, 2024 and December 31, 2023:



	Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)		Weighted Average Interest Rate

September 30, 2024	$	550,000	$	330,300	$	219,700	$	18,054	7.87	%
December 31, 2023	$	550,000	$	330,300	$	219,700	$	118,872	7.95	%

(1)The unused portion is the amount upon which commitment fees are based.

(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

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Securitizations

The following table summarizes the terms of the 2024-1 Debt tranches and their principal amount the closing of the 2024-1 Debt Securitization:

2024-1 Debt Tranche (1)

Credit Rating

Reference Rate

Spread

Principal Amount

Class A-1 Notes

AAA

SOFR

1.68%

92,500

Class A-L1 Loans

AAA

SOFR

1.68%

104,000

Class A-L2 Loans

AAA

SOFR

1.68%

50,000

Class A-2 Notes

AAA

SOFR

2.00%

17,000

Class B Notes

SOFR

2.13%

25,500

Total Principal Amount

289,000

(1) Excludes $59.5 million of Class C and D notes, which are rated A and BBB-, respectively, and accrue interest at SOFR plus spread of 2.20% and 3.50%, respectively, and are retained by the Company.

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Consolidated Results of Operations

For the three months ended September 30, 2024 and June 30, 2024

The following table sets forth information regarding our consolidated results of operations for the three month periods ending September 30, 2024 and June 30, 2024, respectively.


	Three Months Ended				Change
	September 30, 2024		June 30, 2024		$
Investment income:
Interest income	$	48,453	$	51,044	(2,591)
PIK income	5,246		4,307		939
Other income	898		923		(25)
Total investment income	54,597		56,274		(1,677)
Expenses:
Base management fees	2,569		2,505		64
Incentive fees	4,434		4,509		(75)
Professional fees	263		441		(178)
Administrative service fees	568		500		68
Interest expense and credit facility fees	14,460		15,635		(1,175)
Directors’ fees and expenses	79		83		(4)
Other general and administrative	784		553		231
Excise tax expense	410		460		(50)
Total expenses	23,567		24,686		(1,119)
Net investment income (loss)	31,030		31,588		(558)
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments	(1,052)		(1,772)		720
Net realized currency gain (loss) on non-investment assets and liabilities	229		(70)		299
Net change in unrealized appreciation (depreciation) on investments	(137)		(5,833)		5,696
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	(3,211)		276		(3,487)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(4,171)		(7,399)		3,228
Net increase (decrease) in net assets resulting from operations	$	26,859	$	24,189	2,670

Investment Income

The decrease in investment income for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024 was primarily driven by a decrease in average investment balances. As of September 30, 2024, the size of our portfolio decreased to $1,722,795 from $1,737,333 as of June 30, 2024, at amortized cost. As of September 30, 2024 and June 30, 2024, the weighted average yield of our total debt and income producing investments was 11.8% and 12.4%, respectively, based on amortized cost.

Interest income and PIK income on our first and second lien debt investments are dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of September 30, 2024, two of our debt investments were on non-accrual status at a fair value of $9,203, which represented approximately 0.5% of total investments at fair value. As of June 30, 2024, two of our debt investments were on non-accrual status at a fair value of $10,922, which represented approximately 0.6% of total investments at fair value.

Expenses

The decrease in interest expense and credit facility fees for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024 was driven by lower weighted average borrowings outstanding.

The increase in base management fees for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024 was driven by an increase in our net asset value.

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The decrease in incentive fees for the three months ended September 30, 2024 as compared to the three months ended June 30, 2024 was driven by lower pre-incentive fee net investment income.

For the three months ended September 30, 2024, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of September 30, 2024. The accrual for any capital gains incentive fee under accounting principles generally accepted in the United States (“U.S. GAAP”) in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. See Note 4, Related Party Transactions, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the incentive and management fees.

Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of the Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our executive officers and their respective staff. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs.

Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation)

The amount of and number of investments with realized gain (loss) and change in unrealized appreciation (depreciation) for the three months ended September 30, 2024 and June 30, 2024 were as follows:


	Three months ended
	September 30, 2024		June 30, 2024
Realized gains on investments	$	1,580	$	86
Number of investments with realized gains	4		3
Realized losses on investments	$	(2,632)	$	(1,858)
Number of investments with realized losses	1		3
Change in unrealized appreciation on investments	$	12,618	$	11,752
Number of investments with unrealized appreciation	73		62
Change in unrealized depreciation on investments	$	(12,755)	$	(17,585)
Number of investments with unrealized depreciation	92		91

During the three months ended September 30, 2024, we recognized a realized loss due to the sale of our investment in Stonegate Pub Company Bidco Limited partially offset by a realized gain from the sale of our equity investment in Chartis Holding, LLC.

Net change in unrealized appreciation (depreciation) is driven by changes in other inputs utilized under our valuation methodology, including, but not limited to, enterprise value multiples, borrower leverage multiples and borrower ratings, and the impact of exits.

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For the three and nine months ended September 30, 2024 and September 30, 2023

The following table sets forth information regarding our consolidated results of operations for the three and nine month periods ending September 30, 2024 and September 30, 2023:


	Three months ended September 30,				Change			Nine months ended September 30,				Change
	2024		2023		$			2024		2023		$
Investment income:
Interest income	$	48,453	$	56,936	$	(8,483)		$	153,847	$	171,771	$	(17,924)
PIK income	5,246		3,096		2,150			13,483		8,743		4,740
Other income	898		913		(15)			3,791		3,932		(141)
Total investment income	54,597		60,945		(6,348)			171,121		184,446		(13,325)
Expenses:
Base management fees	2,569		2,639		(70)			7,720		8,095		(375)
Incentive fees	4,434		4,898		(464)			13,864		14,847		(983)
Professional fees	263		380		(117)			1,153		1,291		(138)
Administrative service fees	568		368		200			1,533		809		724
Interest expense and credit facility fees	14,460		17,671		(3,211)			46,194		53,059		(6,865)
Directors’ fees and expenses	79		61		18			247		207		40
Other general and administrative	784		638		146			2,093		1,732		361
Excise tax expense	410		168		242			1,251		569		682
Total expenses	23,567		26,823		(3,256)			74,055		80,609		(6,554)
Net investment income (loss)	31,030		34,122		(3,092)			97,066		103,837		(6,771)
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments	(1,052)		(253)		(799)			(43,182)		(212)		(42,970)
Net realized currency gain (loss) on non-investment assets and liabilities	229		52		177			516		(108)		624
Net change in unrealized appreciation (depreciation) on investments	(137)		417		(554)			37,944		(30,114)		68,058
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	(3,211)		2,665		(5,876)			(1,710)		191		(1,901)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(4,171)		2,881		(7,052)		—	(6,432)		(30,243)		23,811
Net increase (decrease) in net assets resulting from operations	$	26,859	$	37,003	$	(10,144)		$	90,634	$	73,594	$	17,040

Investment Income

The decrease in investment income for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 was primarily driven by a decrease in interest income. As of September 30, 2024, the size of our portfolio decreased to $1,722,795 from $1,912,035 as of September 30, 2023, at amortized cost. As of September 30, 2024 and September 30, 2023, the weighted average yield of our total debt and income producing investments was 11.8% and 12.5%, respectively, based on amortized cost.

Interest and PIK income on our first and second lien debt investments are dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of September 30, 2024 and September 30, 2023, two and three of our debt investments were on non-accrual status, respectively. Non-accrual investments had a fair value of $9,203 and $8,855, which represented 0.5% and 0.5% of total investments at fair value as of September 30, 2024 and September 30, 2023, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2024 and September 30, 2023.

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Expenses

The decrease in interest expense and credit facility fees for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 was primarily driven by a lower weighted average debt balance.

The decrease in incentive fees for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 was primarily driven by lower pre-incentive fee net investment income.

The decrease in base management fees for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 was driven by lower average net assets as a result of net repayments on our investments.

For the three and nine months ended September 30, 2024, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of September 30, 2024. The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. See Note 4, Related Party Transactions, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the incentive and management fees.

Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation)

The amount of and number of investments with realized gain (loss) and changes in unrealized appreciation (depreciation) for the three and nine months ended September 30, 2024 and September 30, 2023 were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Realized gains on investments	$	1,580	$	22	$	5,678	1,263
Number of investments with realized gains	4		6		9		10
Realized losses on investments	$	(2,632)	$	275	$	(48,860)	1,475
Number of investments with realized losses	1		2		5		5
Change in unrealized appreciation on investments	$	12,618	$	17,201	$	68,042	$	48,145
Number of investments with unrealized appreciation	73		100		93		114
Change in unrealized depreciation on investments	$	(12,755)	$	16,784	$	(30,098)	$	78,259
Number of investments with unrealized depreciation	92		51		91		56

During the nine months ended September 30, 2024, we recognized a realized loss after the write-off of our investment in American Physician Partners, partially offset by a realized gain from the recapitalization of our investment in Dermatology Associates. The net change in unrealized appreciation (depreciation) for the three and nine months ended September 30, 2024 was mainly driven by the reversal of prior period unrealized appreciation (depreciation).

Financial Condition, Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance and sale of our common stock and asset-level financing. We may also fund a portion of our investments through borrowings under the Credit Facilities, as well as through

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securitization of a portion of our existing investments. As of September 30, 2024, we had $664,312 of outstanding consolidated indebtedness under the Credit Facilities, as previously discussed within Portfolio and Investment Activity - Portfolio Financing. As of September 30, 2024, we had $259,288 of liquidity that can be used to satisfy our short-term cash requirements and working capital for our business. Refer to Note 5, Borrowings, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding our financing.

As of September 30, 2024 and December 31, 2023, net financial leverage was 0.61x and 0.66x, respectively.

Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents and available borrowings under our Credit Facilities.


	September 30, 2024		December 31, 2023
Cash, cash equivalents and restricted cash	$	65,586	$	65,755
Available borrowings under Credit Facilities	193,702		226,028
Total Liquidity	$	259,288	$	291,783

We generate cash from the net proceeds of offerings of our common stock and through cash flows from operations, including investment sales and repayments, as well as income earned on investments and cash equivalents. We may also fund a portion of our investments through borrowings under our credit facilities, the issuance of debt, and through securitization of a portion of our existing investments. The primary use of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders, the repurchase of our shares through the Quarterly Tender Offer, and for other general corporate purposes. We believe our current cash position, available capacity on our credit facilities, which is well in excess of our unfunded commitments, and net cash provided by operating activities will provide us with sufficient resources to meet our obligations and continue to support our investment objectives, including reserving for the capital needs which may arise at our portfolio companies.

Liquidity Needs

Our primary liquidity needs include our funding of new and existing portfolio investments, payment of operating expenses and interest and principal payments under the Credit Facilities. We also repurchase our shares through the Quarterly Tender Offers.

Contractual Obligations and Contingencies

In the ordinary course of our business, we enter into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q as of September 30, 2024 and the audited consolidated financial statements as of December 31, 2023 for any such exposure.

We have in the past, currently are and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. We had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of September 30, 2024 and December 31, 2023:


	Par / Principal Amount as of
	September 30, 2024		December 31, 2023
Unfunded delayed draw commitments	$	104,622	$	75,501
Unfunded revolving commitments	60,686		63,465
Total unfunded commitments	$	165,308	$	138,966

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Cash Flows

The following table details the net change in our cash and cash equivalents:


	For the nine months ended
	September 30, 2024
Cash flows provided by (used in) operating activities	$	242,144

Cash flows provided by (used in) financing activities	(242,313)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(169)

During the nine months ended September 30, 2024, we paid $233,257 related to cost of investments purchased and received $401,134 in repayments on our investments. Net borrowings on our Credit Facilities during the nine months ended September 30, 2024 was $92,166. During the nine months ended September 30, 2024, we issued 3,419,279 shares for an aggregate offering price of approximately $67,162 and repurchased and extinguished 6,535,860 shares for an aggregate purchase price of $128,795.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and judgments are based on historical information, information currently available to us and on various other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition. There have been no material changes in the critical accounting estimates since those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.

Valuation Risk

Our investments generally do not have a readily available market price. Our Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act, values our investments for which market quotations are not readily available in good faith at fair value in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. 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 fluctuate from period to period. In addition, because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.

Interest Rate Risk

As of September 30, 2024, on a fair value basis, approximately 99.8% of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. The Credit Facilities are subject to floating interest rates and are primarily paid based on floating SOFR rates.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our income in the future.

The following table estimates the potential changes in net cash flow generated from interest income, should interest rates increase or decrease by 100, 200 or 300 basis points. These hypothetical interest income calculations are based on a model of the settled debt investments in our portfolio held as of September 30, 2024 and December 31, 2023, and are only adjusted for assumed changes in the underlying base interest rates and the impact of that change on interest income. Interest expense is calculated based on outstanding secured borrowings as of September 30, 2024 and December 31, 2023, and based on the terms

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of our Credit Facilities. Interest expense on our Credit Facilities is calculated using the stated interest rate as of September 30, 2024 and December 31, 2023, adjusted for the hypothetical changes in rates, as shown below. We intend to continue to finance a portion of our investments with borrowings and the interest rates paid on our borrowings may significantly impact our net interest income.

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2024 and December 31, 2023, the following table shows the annual impact on net investment income of base rate changes in interest rates for our settled debt investments (considering interest rate floors for variable rate instruments) and outstanding secured borrowings assuming no changes in our investment and borrowing structure:


	As of September 30, 2024						As of December 31, 2023
Basis Point Change	Interest Income		Interest Expense		Net Investment Income		Interest Income		Interest Expense		Net Investment Income
Up 300 basis points	$	49,731	$	(19,929)	$	29,802	$	53,741	$	(22,642)	$	31,099
Up 200 basis points	$	33,154	$	(13,286)	$	19,868	$	35,827	$	(15,095)	$	20,732
Up 100 basis points	$	16,577	$	(6,643)	$	9,934	$	17,914	$	(7,547)	$	10,367
Down 100 basis points	$	(16,577)	$	6,643	$	(9,934)	$	(17,914)	$	7,547	$	(10,367)
Down 200 basis points	$	(33,154)	$	13,286	$	(19,868)	$	(35,827)	$	15,095	$	(20,732)
Down 300 basis points	$	(49,662)	$	19,929	$	(29,733)	$	(53,712)	$	22,642	$	(31,070)

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also Note 9, Litigation, to the unaudited consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth within this Form 10-Q, consideration should be given to the information disclosed in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2023

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as previously reported by the Company on a Current Report on Form 8-K, we did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.

Share Repurchases

In the second quarter of 2022, we commenced a quarterly liquidity program pursuant to which we expect to conduct quarterly tender offers (the “Quarterly Tender Offer”) to repurchase up to 3.5% of the number of shares of our common stock outstanding as of the end of the calendar quarter immediately prior to the quarter in which the Quarterly Tender Offer is conducted, at a per share price equal to the net asset value per share as of the last day of the quarter in which the Quarterly Tender Offer is conducted, less an early repurchase fee of 2% of the net asset value of such shares in the case of shares that have an initial issue date within the one year period prior to the valuation date associated with such Quarterly Tender Offer. However, the Board of Directors has the discretion to determine whether or not we will purchase common stock from stockholders, and we are not required to conduct tender offers on a quarterly basis or at all. If during any consecutive 24-month period, we do not engage in a quarterly tender offer in which we accept for purchase 100% of properly tendered shares (a “Qualifying Tender”), we will not make commitments for new portfolio investments (excluding short-term cash management investments under 30 days in duration) and will reserve available assets to satisfy future tender requests until a Qualifying Tender occurs, subject to our continuing to use available funds and liquidity for certain purposes.

During the three months ended September 30, 2024, upon completion of our tender offer that commenced June 28, 2024, we repurchased 789,019 shares for a purchase price $19.76 of per share, or approximately $15.6 million in aggregate.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended September 30, 2024, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits


10.1			Amended and Restated Loan and Servicing Agreement, dated as of May 13, 2020 and Conformed through Amendment No. 6 dated as of October 18, 2024, among Carlyle Credit Solutions, Inc. (formerly known as TCG BDC II, Inc.) Carlyle Credit Solutions SPV 2 LLC (formerly known as TCG BDC II SPV2 LLC), as borrower, the lenders from time to time party thereto, and U.S. Bank National Association as administrative agent. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 23, 2024)

10.2			Collateral Management Agreement, dated as of October 29, 2024 by and between Carlyle Direct Lending CLO 2024-1, LLC, and Carlyle Global Credit Investment Management L.L.C. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2024)

10.3			Indenture, dated as of October 29, 2024, by and between Carlyle Direct Lending CLO 2024-1, LLC, as Issuer, and Wilmington Trust, National Association, as Trustee. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2024)

10.4			Contribution Agreement, dated as of October 29, 2024, by and between Carlyle Credit Solutions, Inc., as the contributor, and Carlyle Direct Lending CLO 2024-1, LLC, as the contributee.*

31.1			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*

31.2			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

32.1			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*

101.SCH			Inline XBRL Taxonomy Extension Schema Document*

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)*

* Filed herewith

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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.


	CARLYLE CREDIT SOLUTIONS, INC.

Dated: November 13, 2024	By	/s/ Thomas M. Hennigan
		Thomas M. Hennigan Chief Financial Officer (principal financial officer)