UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2021

OR

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

Commission file number: 814-01175

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	81-2878769
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
200 Clarendon Street, 37th Floor Boston, MA (Address of principal executive offices)	02116 (Zip Code)

(617) 516-2000

(Registrant’s telephone number, including area code)

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

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

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

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

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

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨

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

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

As of August 4, 2021, the registrant had 64,562,265.27 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	4
Item 1.	Consolidated Financial Statements	4
	Consolidated Statements of Assets and Liabilities as of June 30, 2021 (unaudited) and December 31, 2020	4
	Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2021 and 2020 (unaudited)	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited)	7
	Consolidated Schedules of Investments as of June 30, 2021 (unaudited) and December 31, 2020	8
	Notes to Consolidated Financial Statements (unaudited)	30
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	74
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	112
Item 4.	Controls and Procedures	113
PART II	OTHER INFORMATION	114
Item 1.	Legal Proceedings	114
Item 1A.	Risk Factors	114
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	114
Item 3.	Defaults Upon Senior Securities	114
Item 4.	Mine Safety Disclosures	114
Item 5.	Other Information	114
Item 6.	Exhibits	114
Signatures		118

2

FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2020 and in our filings with the Securities and Exchange Commission (the “SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.

3

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

	As of			As of
	June 30, 2021			December 31, 2020
		(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $1,967,244 and $2,281,809, respectively)	$	1,948,098		$	2,261,461
Non-controlled/affiliate investment (amortized cost of $97,567 and $93,089, respectively)		102,800			92,915
Controlled affiliate investment (amortized cost of $280,122 and $147,841, respectively)		268,642			130,112
Cash and cash equivalents		29,869			53,704
Foreign cash (cost of $1,366 and $976, respectively)		1,707			972
Restricted cash and cash equivalents		57,144			27,026
Collateral on forward currency exchange contracts		3,754			4,934
Deferred financing costs		930			3,131
Interest receivable on investments		20,118			15,720
Receivable for sales and paydowns of investments		3,853			5,928
Prepaid Insurance		558			-
Dividend receivable		11,818			7,589
Total Assets	$	2,449,291		$	2,603,492
Liabilities
Debt (net of unamortized debt issuance costs of $11,654 and $7,147, respectively)	$	1,306,029		$	1,458,360
Interest payable		8,855			8,223
Payable for investments purchased		-			10,991
Unrealized depreciation on forward currency exchange contracts		2,010			22,614
Base management fee payable		5,899			6,289
Incentive fee payable		3,523			3,799
Accounts payable and accrued expenses		2,736			3,261
Distributions payable		21,951			21,951
Total Liabilities		1,351,003			1,535,488
Commitments and Contingencies (See Note 10)
Net Assets
Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	$	-		$	-
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,562,265 and 64,562,265 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		65			65
Paid in capital in excess of par value		1,166,453			1,166,453
Total distributable earnings (loss)		(68,230	)		(98,514	)
Total Net Assets		1,098,288			1,068,004
Total Liabilities and Total Net assets	$	2,449,291		$	2,603,492
Net asset value per share	$	17.01		$	16.54

See Notes to Consolidated Financial Statements

4

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended June 30,			For the Three Months Ended June 30,			For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2021			2020			2021			2020
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments	$	36,706		$	44,147		$	76,619		$	92,018
Dividend income		-			681			-			714
PIK income		1,082			-			2,062			-
Other income		875			59			4,331			499
Total investment income from non-controlled/non-affiliate investments		38,663			44,887			83,012			93,231
Investment income from non-controlled/affiliate investments:
Interest from investments		477			-			900			-
PIK income		1,366			-			2,752			-
Total investment income from non-controlled/affiliate investments		1,843			-			3,652			-
Investment income from controlled affiliate investments:
Interest from investments		2,572			738			4,209			1,510
Dividend income		2,929			2,246			4,964			4,626
PIK income		483			-			483			-
Total investment income from controlled affiliate investments		5,984			2,984			9,656			6,136
Total investment income		46,490			47,871			96,320			99,367
Expenses
Interest and debt financing expenses		13,017			17,312			24,850			35,188
Base management fee		8,623			8,639			17,320			17,365
Incentive fee		8,042			-			14,771			-
Professional fees		714			643			1,673			1,613
Directors fees		171			171			343			346
Other general and administrative expenses		1,241			1,084			2,629			2,333
Total expenses before fee waivers		31,808			27,849			61,586			56,845
Base management fee waiver		(2,723	)		-			(4,837	)		-
Incentive fee waiver		(4,519	)		-			(4,519	)		-
Total expenses, net of fee waivers		24,566			27,849			52,230			56,845
Net investment income		21,924			20,022			44,090			42,522
Net realized and unrealized gains (losses)
Net realized gain (loss) on non-controlled/non-affiliate investments		4,845			52			23,258			(10,404	)
Net realized loss on controlled affiliate investments		-			-			(3,237	)		-
Net realized gain (loss) on foreign currency transactions		1,005			66			(2,021	)		(349	)
Net realized gain (loss) on forward currency exchange contracts		(18,396	)		5,097			(21,688	)		6,602
Net change in unrealized appreciation (depreciation) on foreign currency translation		(65	)		104			322			(105	)
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts		16,028			(9,865	)		20,604			3,256
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments		4,426			10,418			1,202			(118,969	)
Net change in unrealized appreciation on non-controlled/affiliate investments		5,780			3,008			5,407			3,008
Net change in unrealized appreciation (depreciation) on controlled affiliate investments		6,886			(7,130	)		6,249			(8,236	)
Total net gains (losses)		20,509			1,750			30,096			(125,197	)
Net increase (decrease) in net assets resulting from operations	$	42,433		$	21,772		$	74,186		$	(82,675	)
Basic and diluted net investment income per common share	$	0.34		$	0.37		$	0.68		$	0.81
Basic and diluted increase (decrease) in net assets resulting from operations per common share	$	0.66		$	0.40		$	1.15		$	(1.57	)
Basic and diluted weighted average common shares outstanding		64,562,265			53,778,239			64,562,265			52,714,025

See Notes to Consolidated Financial Statements

5

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended June 30,			For the Three Months Ended June 30,			For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2021			2020			2021			2020
Operations:
Net investment income	$	21,924		$	20,022		$	44,090		$	42,522
Net realized gain (loss)		(12,546	)		5,215			(3,688	)		(4,151	)
Net change in unrealized appreciation (depreciation)		33,055			(3,465	)		33,784			(121,046	)
Net increase (decrease) in net assets resulting from operations		42,433			21,772			74,186			(82,675	)
Stockholder distributions:
Distributions from distributable earnings		(21,951	)		(21,951	)		(43,902	)		(43,127	)
Net decrease in net assets resulting from stockholder distributions		(21,951	)		(21,951	)		(43,902	)		(43,127	)
Capital share transactions:
Issuance of common stock, net		-			128,355			-			128,355
Net increase in net assets resulting from capital share transactions		-			128,355			-			128,355
Total increase (decrease) in net assets		20,482			128,176			30,284			2,553
Net assets at beginning of period		1,077,806			892,777			1,068,004			1,018,400
Net assets at end of period	$	1,098,288		$	1,020,953		$	1,098,288		$	1,020,953
Net asset value per common share	$	17.01		$	15.81		$	17.01		$	15.81
Common stock outstanding at end of period		64,562,265			64,562,265			64,562,265			64,562,265

See Notes to Consolidated Financial Statements

6

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Cash Flows
(in thousands, except share and per share data)

(Unaudited)

	For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2021			2020
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	74,186			(82,675	)
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases of investments		(607,995	)		(325,370	)
Proceeds from principal payments and sales of investments		805,272			265,724
Net realized (gain) loss from investments		(20,021	)		10,404
Net realized loss on foreign currency transactions		2,021			349
Net change in unrealized (appreciation) depreciation on forward currency exchange contracts		(20,604	)		(3,256	)
Net change in unrealized (appreciation) depreciation on investments		(12,858	)		124,197
Net change in unrealized (appreciation) depreciation on foreign currency translation		(322	)		105
Increase in investments due to PIK		(5,297	)		(1,658	)
Accretion of discounts and amortization of premiums		(2,951	)		(2,789	)
Amortization of deferred financing costs and debt issuance costs		3,351			1,135
Changes in operating assets and liabilities:
Collateral on forward currency exchange contracts		1,180			(1,604	)
Interest receivable on investments		(4,398	)		6,268
Prepaid Insurance		(558	)		-
Dividend receivable		(4,229	)		(3,253	)
Interest payable		632			(4,646	)
Collateral payable on forward currency exchange contracts		-			(331	)
Base management fee payable		(390	)		1,375
Incentive fee payable		(276	)		(4,513	)
Accounts payable and accrued expenses		(525	)		1,337
Net cash provided by (used in) operating activities		206,218			(19,201	)
Cash flows from financing activities
Borrowings on debt		457,550			485,612
Repayments on debt		(605,374	)		(514,502	)
Payments of financing costs		-			(4,408	)
Payments of offering costs		-			(2,277	)
Payments of debt issuance costs		(5,657	)		-
Proceeds from issuance of common stock		-			131,917
Stockholder distributions paid		(43,902	)		(42,352	)
Net cash (used in) provided by financing activities		(197,383	)		53,990
Net increase (decrease) in cash, foreign cash, restricted cash and cash equivalents		8,835			34,789
Effect of foreign currency exchange rates		(1,817	)		(736	)
Cash, foreign cash, restricted cash and cash equivalents, beginning of period		81,702			68,846
Cash, foreign cash, restricted cash and cash equivalents, end of period	$	88,720		$	102,899
Supplemental disclosure of cash flow information:
Cash interest paid during the period	$	22,403		$	38,699
Cash paid for excise taxes during the period	$	-		$	-
Supplemental disclosure of non-cash information:
Debt investment sold by the Company to ISLP	$	317,077		$	-
Company investment into ISLP in exchange for investments sold	$	128,970		$	-

	As of June 30,
	2021		2020
Cash	$	29,869	$	76,364
Restricted cash		57,144		26,230
Foreign cash		1,707		305
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows	$	88,720	$	102,899

See Notes to Consolidated Financial Statements

7

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of June 30, 2021

(In thousands)

(unaudited)

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index (1)	Interest Rate			Maturity Date		Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
	Aerospace & Defense	Forming & Machining Industries Inc. (18) (19)	Second Lien Senior Secured Loan	L+ 8.25%		8.40	%		10/9/2026	$	6,540		6,492			5,755
		Forming & Machining Industries Inc. (12) (18) (29)	First Lien Senior Secured Loan	L+ 4.25%		4.40	%		10/9/2025	$	16,524		16,428			15,140
		GSP Holdings, LLC (7) (12) (15) (19) (26) (29)	First Lien Senior Secured Loan	L+ 5.75% (0.25% PIK)		6.75	%		11/6/2025	$	35,758		35,589			32,898
		GSP Holdings, LLC (3) (7) (15) (19) (26)	First Lien Senior Secured Loan - Revolver	L+ 5.75% (0.25% PIK)		6.75	%		11/6/2025	$	1,588		1,555			1,225
		Kellstrom Aerospace Group, Inc (14) (19) (25)	Equity Interest	-		-			-		1		1,963			840
		Kellstrom Commercial Aerospace, Inc. (3) (18) (19) (24)	First Lien Senior Secured Loan - Revolver	L+ 5.50%		6.50	%		7/1/2025	$	4,478		4,406			4,105
		Kellstrom Commercial Aerospace, Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.50%		6.50	%		7/1/2025	$	33,300		32,824			30,969
		Novetta, LLC  (12) (15) (29)	First Lien Senior Secured Loan	L+ 5.00%		6.00	%		10/17/2022	$	6,478		6,439			6,487
		Precision Ultimate Holdings, LLC (14) (19) (25)	Equity Interest	-		-			-		1,417		1,417			1,317
		Salient CRGT, Inc. (12) (15) (29)	First Lien Senior Secured Loan	L+ 6.50%		7.50	%		2/28/2022	$	11,906		11,913			11,831
		WCI-HSG HOLDCO, LLC (14) (19) (25)	Preferred Equity	-		-			-		675		675			1,535
		WCI-HSG Purchaser, Inc. (3) (12) (15) (19) (29)	First Lien Senior Secured Loan - Revolver	L+ 4.75%		5.75	%		2/24/2025	$	672		647			672
		WCI-HSG Purchaser, Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 4.75%		5.75	%		2/24/2025	$	17,511		17,352			17,511
		Whitcraft LLC (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-		-			4/3/2023	$	-		(10	)		(86	)
		Whitcraft LLC (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%		4/3/2023	$	39,978		39,743			38,079
		WP CPP Holdings, LLC. (12) (15) (29)	Second Lien Senior Secured Loan	L+ 7.75%		8.75	%		4/30/2026	$	11,724		11,643			11,470
											Aerospace & Defense Total	$	189,076		$	179,748			16.4	%
	Automotive	American Trailer Rental Group (3) (19)	Subordinated Debt	L+ 9.00%		11.00	%		12/1/2027	$	1,960		1,884			1,905
		American Trailer Rental Group (19)	Subordinated Debt	L+ 9.00%		11.00	%		12/1/2027	$	15,012		14,679			14,674
		Cardo (6) (12) (17) (19)	First Lien Senior Secured Loan	L+ 6.00%		6.50	%		5/12/2028	$	20,550		20,346			20,345
		CST Buyer Company (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-		-			10/3/2025	$	-		(16	)		-
		CST Buyer Company (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%		10/3/2025	$	19,238		19,069			19,238
		JHCC Holdings, LLC (3) (5) (15) (19) (28)	First Lien Senior Secured Loan - Delayed Draw	-		-			9/9/2025	$	-		(20	)		-
		JHCC Holdings, LLC (3) (7) (19) (31)	First Lien Senior Secured Loan - Revolver	P+ 4.50%		7.75	%		9/9/2025	$	1,016		982			1,016
		JHCC Holdings, LLC (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.50%		6.50	%		9/9/2025	$	5,825		5,818			5,825
		JHCC Holdings, LLC (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.50%		6.50	%		9/9/2025	$	29,230		28,914			29,230
											Automotive Total	$	91,656		$	92,233			8.4	%

8

Banking	Green Street Parent, LLC (3) (18) (19) (29)	First Lien Senior Secured Loan - Revolver	L+ 5.25%	5.75	%	8/27/2025	$	387		354			387
	Green Street Parent, LLC (12) (18) (19) (29)	First Lien Senior Secured Loan	L+ 5.25%	5.44	%	8/27/2026	$	14,262		14,043			14,262
								Banking Total	$	14,397		$	14,649	1.3	%
Beverage, Food & Tobacco	NPC International, Inc. (19) (25) (27)	Equity Interest	-	-		-		700		1,046			1,046
								Beverage, Food & Tobacco Total	$	1,046		$	1,046	0.1	%
Capital Equipment	East BCC Coinvest II, LLC (14) (19) (25)	Equity Interest	-	-		-		1,419		1,419			889
	Electronics For Imaging, Inc. (12) (18) (19) (29)	Second Lien Senior Secured Loan	L+ 9.00%	9.10	%	7/23/2027	$	12,070		11,423			10,561
	Engineered Controls International, LLC (7) (12) (19) (29) (32)	First Lien Senior Secured Loan	L+ 7.00%	8.50	%	11/5/2024	$	53,304		52,415			53,304
	FCG Acquisitions, Inc. (14) (19) (25)	Preferred Equity						4		-			-
	Jonathan Acquisition Company (19) (15)	Second Lien Senior Secured Loan	L+ 9.00%	10.00	%	12/22/2027	$	8,000		7,813			7,920
	Tidel Engineering, L.P. (3) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		3/1/2023	$	-		-			-
	Tidel Engineering, L.P. (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.25%	7.25	%	3/1/2024	$	38,155		38,155			38,155
	Tidel Engineering, L.P. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.25%	7.25	%	3/1/2024	$	6,371		6,294			6,371
								Capital Equipment Total	$	117,519		$	117,200	10.7	%
Chemicals, Plastics & Rubber	AP Plastics Group, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.00%	5.00	%	8/2/2021	$	1,417		1,417			1,417
	AP Plastics Group, LLC (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.25%	6.25	%	8/1/2022	$	19,856		19,731			19,856
	V Global Holdings LLC (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	12/22/2027	$	48,691		47,536			48,691
	V Global Holdings LLC (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		12/22/2025	$	-		(177	)		-
								Chemicals, Plastics & Rubber Total	$	68,507		$	69,964	6.4	%
Construction & Building	Chase Industries, Inc.(15) (19) (26)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.50% (1.5% PIK)	8.00	%	5/12/2025	$	1,170		1,167			971
	Chase Industries, Inc. (15) (19) (26)	First Lien Senior Secured Loan	L+ 5.50% (1.5% PIK)	8.00	%	5/12/2025	$	12,377		12,342			10,273
	Elk Parent Holdings, LP (14) (19) (25)	Equity Interest	-	-		-		1		12			477
	Elk Parent Holdings, LP (14) (19) (25)	Preferred Equity	-	-		-		120		1,202			1,372
	PP Ultimate Holdings B, LLC (14) (19) (25)	Equity Interest	-	-		-		1		1,352			2,484
	Profile Products LLC (3) (7) (19) (31)	First Lien Senior Secured Loan - Revolver	P+ 5.00%	8.25	%	12/20/2024	$	1,776		1,731			1,776
	Profile Products LLC (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	12/20/2024	$	35,984		35,514			35,984
	Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	2,087		2,274			2,362
	Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	677		768			766
	Regan Development Holdings Limited (6) (17) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	6,335		6,879			7,150
	YLG Holdings, Inc. (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 6.00%	7.00	%	10/31/2025	$	5,086		5,080			5,086
	YLG Holdings, Inc. (3) (5) (7) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		10/31/2025	$	-		(62	)		-
	YLG Holdings, Inc. (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	10/31/2025	$	38,280		38,047			38,280
								Construction & Building Total	$	106,306		$	106,981	9.7	%

9

Consumer Goods: Durable	New Milani Group LLC (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.50%	7.50	%	6/6/2024	$	16,839		16,750			15,576
	TLC Holdco LP (14) (19) (25)	Equity Interest	-	-		-		1,188		1,186			882
	TLC Purchaser, Inc. (2) (3) (5) (19)	First Lien Senior Secured Loan - Delayed Draw	-	-		10/13/2025	$	-		(51	)		(659	)
	TLC Purchaser, Inc. (3) (19)	First Lien Senior Secured Loan - Revolver	P + 4.75%	8.00	%	10/13/2025	$	4,984		4,857			4,161
	TLC Purchaser, Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.75%	6.75	%	10/13/2025	$	42,081		41,452			38,188
								Consumer Goods: Durable Total	$	64,194		$	58,148		5.3	%
Consumer Goods: Non-Durable	Fineline Parent Holdings (14) (19) (25)	Equity Interest	-	-		-		939		939			1,009
	FL Hawk Intermediate Holdings, Inc. (6) (15) (19)	Second Lien Senior Secured Loan	L+ 9.00%	10.00	%	8/22/2028	$	21,125		20,524			20,914
	MND Holdings III Corp (12) (15) (29)	First Lien Senior Secured Loan	L+ 3.50%	4.50	%	6/19/2024	$	7,472		7,474			7,252
	New Era Cap Co., Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.50%	7.50	%	9/10/2023	$	10,022		10,022			10,022
	RoC Opco LLC  (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 8.50%	9.50	%	2/25/2025	$	3,414		3,287			3,414
	RoC Opco LLC (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 8.50%	9.50	%	2/25/2025	$	40,288		39,626			40,288
	Solaray, LLC (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.75%	6.75	%	9/11/2023	$	14,351		14,351			14,351
	Solaray, LLC (3) (7) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 4.50%	5.50	%	9/9/2022	$	4,590		4,570			4,590
	Solaray, LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	6.75	%	9/11/2023	$	41,949		41,949			41,949
	WU Holdco, Inc. (3) (18) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.25%	5.40	%	3/26/2025	$	2,254		2,214			2,254
	WU Holdco, Inc. (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.25%	6.25	%	3/26/2026	$	44,679		44,010			44,679
	WU Holdco, Inc. (12) (15) (19)	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	3/26/2026	$	6,627		6,562			6,627
	WU Holdco, Inc. (3) (5) (15) (19) (28)	First Lien Senior Secured Loan	-	-		3/26/2026	$	-		(34	)		-
								Consumer Goods: Non-Durable Total	$	195,494		$	197,349		18.0	%
Containers, Packaging, & Glass	Automate Intermediate Holdings II S.à r.l. (6) (18) (19)	Second Lien Senior Secured Loan	L+ 7.75%	7.85	%	7/22/2027	$	119		117			119
								Containers, Packaging, & Glass Total	$	117		$	119		0.0	%
Energy: Oil & Gas	Amspec Services, Inc. (3) (7) (19) (31)	First Lien Senior Secured Loan - Revolver	P+ 3.75%	7.00	%	7/2/2024	$	922		886			922
	Amspec Services, Inc. (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.75%	6.75	%	7/2/2024	$	43,430		43,092			43,430
	Amspec Services, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	6.75	%	7/2/2024	$	2,812		2,778			2,812
								Energy: Oil & Gas Total	$	46,756		$	47,164		4.3	%

10

FIRE: Finance	Allworth Financial Group, L.P. (3) (5) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	-	-		12/23/2026	$	-		(56	)		-
	Allworth Financial Group, L.P. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	12/23/2026	$	10,088		9,949			10,088
	Allworth Financial Group, L.P. (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		12/23/2026	$	-		(17	)		-
	TA/Weg Holdings (3) (18) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.75%	6.75	%	10/2/2025	$	9,155		9,091			9,155
	TA/Weg Holdings (3) (5) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	-	-		10/2/2025	$	-		(12	)		-
								FIRE: Finance Total	$	18,955		$	19,243		1.8	%
FIRE: Insurance	Margaux Acquisition Inc. (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.50%	6.50	%	12/19/2024	$	9,245		9,216			9,245
	Margaux Acquisition, Inc. (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		12/19/2024	$	-		(45	)		-
	Margaux Acquisition Inc. (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	12/19/2024	$	28,479		28,100			28,479
	Margaux UK Finance Limited (3) (5) (6) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		12/19/2024	£	-		(7	)		-
	Margaux UK Finance Limited (6) (15) (19)	First Lien Senior Secured Loan	GBP LIBOR+ 5.50%	6.50	%	12/19/2024	£	7,590		9,772			10,474
	World Insurance (3) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.75%	6.75	%	4/1/2026	$	2,830		2,751			2,747
	World Insurance (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		4/1/2026	$	-		(18	)		(19	)
	World Insurance (15) (19)	First Lien Senior Secured Loan	L+ 5.75%	6.75	%	4/1/2026	$	3,160		3,099			3,097
								FIRE: Insurance Total	$	52,868		$	54,023		4.9	%
FIRE: Real Estate	Spectre (Carrisbrook House) Limited (6) (15) (19)	First Lien Senior Secured Loan	EURIBOR+ 9.50%	10.50	%	8/9/2021	€	9,300		10,940			11,020
								FIRE: Real Estate Total	$	10,940		$	11,020		1.0	%
Healthcare & Pharmaceuticals	CB Titan Holdings, Inc. (14) (19) (25)	Preferred Equity	-	-		-		1,953		1,953			1,818
	CPS Group Holdings, Inc. (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		3/3/2025	$	-		(58	)		-
	CPS Group Holdings, Inc. (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	3/3/2025	$	55,068		54,694			55,068
	Datix Bidco Limited (3) (6) (18) (19)	First Lien Senior Secured Loan - Revolver	-	-		10/28/2024	$	-		-			-
	Datix Bidco Limited (6) (18) (19)	Second Lien Senior Secured Loan	GBP LIBOR+ 7.75%	7.86	%	4/27/2026	£	121		164			167
	Datix Bidco Limited (6) (18) (19)	First Lien Senior Secured Loan	BBSW+ 4.50%	4.65	%	4/28/2025	AUD	42		32			32
	Great Expressions Dental Centers PC (3) (13) (15) (19) (26)	First Lien Senior Secured Loan - Revolver	L+ 4.75% (0.5% PIK)	6.25	%	9/28/2022	$	532		528			391
	Great Expressions Dental Centers PC (15) (19) (26)	First Lien Senior Secured Loan	L+ 4.75% (0.5% PIK)	6.25	%	9/28/2023	$	7,821		7,821			6,883
	Island Medical Management Holdings, LLC  (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.50%	7.50	%	9/1/2023	$	8,574		8,536			7,909
	Mendel Bidco, Inc. (18) (19)	First Lien Senior Secured Loan	EURIBOR+ 4.50%	4.50	%	6/17/2027	€	100		112			119
	Mendel Bidco, Inc. (18) (19)	First Lien Senior Secured Loan	L+ 4.50%	4.65	%	6/17/2027	$	19,966		19,570			19,966
	Mertus 522. GmbH (6) (18) (19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR+ 6.25%	6.25	%	5/28/2026	€	131		142			154
	Mertus 522. GmbH (6) (18) (19)	First Lien Senior Secured Loan	EURIBOR+ 6.25%	6.25	%	5/28/2026	€	225		247			264
	SunMed Group Holdings, LLC (2) (3) (5) (16) (19)	First Lien Senior Secured Loan - Revolver	-	-		6/16/2027	$	-		(21	)		(22	)
	SunMed Group Holdings, LLC  (12) (16) (19) (29)	First Lien Senior Secured Loan	L+ 5.75%	6.50	%	6/16/2028	$	18,556		18,233			18,231
	TecoStar Holdings, Inc. (12) (15) (19) (29)	Second Lien Senior Secured Loan	L+ 8.50%	9.50	%	11/1/2024	$	9,472		9,336			9,283
	U.S. Anesthesia Partners, Inc. (12) (15) (19)	Second Lien Senior Secured Loan	L+ 7.25%	8.25	%	6/23/2025	$	15,639		15,508			15,639
								Healthcare & Pharmaceuticals Total	$	136,797		$	135,902		12.4	%

11

High Tech Industries	AMI US Holdings Inc. (3) (12) (18) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.50%	5.61	%	4/1/2024	$	698		678			698
	AMI US Holdings Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	4/1/2025	$	12,958		12,783			12,958
	Appriss Holdings, Inc. (3) (5) (7) (15) (19)	First Lien Senior Secured Loan - Revolver	P+ 5.00%	8.25	%	5/30/2025	$	1,164		1,126			1,164
	Appriss Holdings, Inc. (7) (12) (18) (19) (29)	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	5/29/2026	$	48,141		47,689			48,141
	Appriss Holdings, Inc. (7) (18) (19)	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	5/29/2026	$	4,963		4,831			4,963
	Appriss Holdings, Inc. (15) (19)	First Lien Senior Secured Loan	L+ 7.25%	8.25	%	5/6/2027	$	11,292		11,070			11,066
	Appriss Holdings, Inc. (2) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		5/6/2027	$	-		(15	)		(15	)
	Appriss Holdings, Inc. (19) (25)	Equity Interest	-	-		-		2,136		1,606			2,136
	Armstrong Bidco Limited (3) (6) (19) (21)	First Lien Senior Secured Loan	GBP LIBOR+ 4.75%	5.00	%	4/30/2025	£	5,647		7,749			7,792
	CB Nike IntermediateCo Ltd (3) (5) (6) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		10/31/2025	$	-		(1	)		-
	CB Nike IntermediateCo Ltd (6) (15) (19)	First Lien Senior Secured Loan	L+ 4.75%	5.75	%	10/31/2025	$	349		344			349
	Drilling Info Holdings, Inc (12) (18) (19) (29)	First Lien Senior Secured Loan	L+ 4.25%	4.35	%	7/30/2025	$	22,266		22,210			21,987
	Element Buyer, Inc. (7) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.50%	6.50	%	7/18/2025	$	11,135		11,156			11,135
	Element Buyer, Inc. (3) (7) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.50%	6.50	%	7/19/2024	$	283		250			283
	Element Buyer, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	7/18/2025	$	37,199		37,431			37,199
	Everest Bidco (6) (15) (19)	Second Lien Senior Secured Loan	GBP LIBOR+ 7.50%	8.50	%	7/3/2026	£	102		132			141
	MRI Software LLC (7) (15) (19) (28)	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	2/10/2026	$	25,326		25,245			25,326
	MRI Software LLC (3) (5) (15) (19) (28)	First Lien Senior Secured Loan - Delayed Draw	-	-		2/10/2026	$	-		(6	)		-
	MRI Software LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		2/10/2026	$	-		46			-
	Utimaco, Inc. (6) (18) (19)	First Lien Senior Secured Loan	L+ 4.00%	4.15	%	8/9/2027	$	148		146			148
	Ventiv Topco, Inc. (3) (5) (7) (18) (19)	First Lien Senior Secured Loan - Revolver	-	-		9/3/2025	$	-		(41	)		-
	Ventiv Topco, Inc. (14) (19) (25)	Equity Interest	-	-		-		28		2,833			3,006
	Ventiv Holdco, Inc. (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	9/3/2025	$	23,934		23,668			23,934
	VPARK BIDCO AB (6) (16) (19)	First Lien Senior Secured Loan	CIBOR+ 4.00%	4.75	%	3/10/2025	DKK	570		92			91
	VPARK BIDCO AB (6) (16) (19)	First Lien Senior Secured Loan	NIBOR+ 4.00%	4.75	%	3/10/2025	NOK	740		92			86
								High Tech Industries Total	$	211,114		$	212,588		19.4	%
Hotel, Gaming & Leisure	Aimbridge Acquisition Co., Inc. (12) (18) (19) (29)	Second Lien Senior Secured Loan	L+ 7.50%	7.59	%	2/1/2027	$	20,193		19,745			18,577
	Captain D's LLC (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		12/15/2023	$	-		(8	)		-
	Captain D's LLC (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 4.50%	5.50	%	12/15/2023	$	12,559		12,514			12,559
	Captain D's LLC (6) (15) (19)	First Lien Senior Secured Loan	L+ 4.50%	5.50	%	12/15/2023	$	2,332		2,301			2,332
	Quidditch Acquisition, Inc. (12) (15) (29)	First Lien Senior Secured Loan	L+ 7.00%	8.00	%	3/21/2025	$	18,733		18,726			18,504
								Hotel, Gaming & Leisure Total	$	53,278		$	51,972		4.7	%

12

Media: Advertising, Printing & Publishing	Ansira Holdings, Inc. (15) (19) (26) (33)	First Lien Senior Secured Loan - Delayed Draw	L+ 6.50%	7.50	%	12/20/2024	$	4,788		4,788		3,831
	Ansira Holdings, Inc. (3) (19) (23) (31)	First Lien Senior Secured Loan - Revolver	P+ 4.75%	8.00	%	12/20/2024	$	5,383		5,383		5,383
	Ansira Holdings, Inc. (15) (19) (26)	First Lien Senior Secured Loan	L+ 6.50% PIK	7.50	%	12/20/2024	$	38,592		38,549		30,874
	TGI Sport Bidco Pty Ltd (6) (18) (19)	First Lien Senior Secured Loan	BBSW+ 7.50%	7.50	%	4/30/2026	$	9,707		7,490		7,059
	TGI Sport Bidco Pty Ltd (2) (3) (6) (18) (19)	First Lien Senior Secured Loan	-	-		4/30/2027	$	-		-		(94	)
								Media: Advertising, Printing & Publishing Total	$	56,210	$	47,053		4.3	%
Media: Broadcasting & Subscription	Vital Holdco Limited (6) (15) (19)	First Lien Senior Secured Loan	L+ 5.25%	6.25	%	5/29/2026	$	354		347		354
	Vital Holdco Limited (6) (18) (19)	First Lien Senior Secured Loan	EURIBOR+ 5.25%	5.25	%	5/29/2026	€	79		87		94
								Media: Broadcasting & Subscription Total	$	434	$	448		0.0	%
Media: Diversified & Production	9 Story Media Group Inc. (3) (6) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		4/30/2026	CAD	-		-		-
	9 Story Media Group Inc. (6) (15) (19)	First Lien Senior Secured Loan	CDOR+ 5.50%	6.25	%	4/30/2026	CAD	73		54		59
	9 Story Media Group Inc. (6) (18) (19)	First Lien Senior Secured Loan	EURIBOR+ 5.25%	5.25	%	4/30/2026	€	39		46		46
	Aptus 1724 Gmbh (6) (19) (21)	First Lien Senior Secured Loan	EURIBOR+ 6.00%	6.25	%	2/23/2028	€	9,162		11,128		10,856
	Aptus 1724 Gmbh (6) (19) (21)	First Lien Senior Secured Loan	L+ 6.25%	6.50	%	2/23/2028	$	14,971		14,971		14,971
	Efficient Collaborative Retail Marketing Company, LLC (3) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.25%	6.25	%	6/15/2022	$	1,700		1,700		1,700
	Efficient Collaborative Retail Marketing Company, LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.75%	7.75	%	6/15/2022	$	15,095		15,133		14,642
	Efficient Collaborative Retail Marketing Company, LLC (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.75%	7.75	%	6/15/2022	$	9,788		9,813		9,494
	International Entertainment Investments Limited (6) (18) (19)	First Lien Senior Secured Loan	GBP LIBOR+ 4.75%	4.85	%	5/31/2023	£	87		106		120
								Media: Diversified & Production Total	$	52,951	$	51,888		4.7	%
Retail	Batteries Plus Holding Corporation (3) (19) (31)	First Lien Senior Secured Loan - Revolver	P+ 5.75%	9.00	%	7/6/2022	$	1,133		1,133		1,133
	Batteries Plus Holding Corporation (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.75%	7.75	%	7/6/2022	$	28,672		28,672		28,672
	New Look Vision Group (3) (6) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	CDOR+ 5.50%	6.50	%	5/26/2028	CAD	513		380		370
	New Look Vision Group (3) (6) (15) (19)	First Lien Senior Secured Loan - Revolver	CDOR+ 5.50%	6.50	%	5/26/2026	CAD	632		492		480
	Thrasio, LLC (3) (15) (19)	First Lien Senior Secured Loan - Delayed Draw	L+ 7.00%	8.00	%	12/18/2026	$	3,794		3,505		3,794
	Thrasio, LLC (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 7.00%	8.00	%	12/18/2026	$	10,910		10,659		10,910
								Retail Total	$	44,841	$	45,359		4.1	%

13

Services: Business	AMCP Clean Acquisition Company, LLC (12) (18) (29)	First Lien Senior Secured Loan - Delayed Draw	L+ 4.25%	4.35	%	7/10/2025	$	3,835		3,829			3,178
	AMCP Clean Acquisition Company, LLC (12) (18) (29)	First Lien Senior Secured Loan	L+ 4.25%	4.35	%	7/10/2025	$	15,849		15,827			13,135
	Chamber Bidco Limited (6) (17) (19)	First Lien Senior Secured Loan	L+ 6.00%	6.50	%	6/7/2028	$	23,660		23,427			23,423
	Elevator Holdco Inc. (14) (19) (25)	Equity Interest	-	-		-		2		2,448			1,564
	Opus2 (6) (18) (19)	First Lien Senior Secured Loan	GBP LIBOR+ 5.50%	5.83	%	5/5/2028	£	12,274		16,643			16,515
	Opus2 (2) (3) (5) (6) (18) (19)	First Lien Senior Secured Loan - Delayed Draw	-	-		5/5/2028	£	-		(190	)		(188	)
	Opus2 (6) (25) (19)	Equity Interest	-	-		-		1,460		1,769			1,730
	Refine Intermediate, Inc. (3) (5) (18) (19)	First Lien Senior Secured Loan - Revolver	-	-		9/3/2026	$	-		(107	)		-
	Refine Intermediate, Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 4.50%	5.50	%	3/3/2027	$	21,894		21,433			21,894
	SumUp Holdings Luxembourg S.à.r.l. (6) (19) (32)	First Lien Senior Secured Loan	EURIBOR+ 8.50%	10.00	%	2/17/2026	€	6,650		7,933			7,880
	SumUp Holdings Luxembourg S.à.r.l. (3) (5) (6) (19) (32)	First Lien Senior Secured Loan	-	-		2/17/2026	€	-		(115	)		-
	TEI Holdings Inc. (3) (7) (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 7.25%	8.25	%	12/23/2025	$	1,509		1,464			1,283
	TEI Holdings Inc. (7) (12) (15) (19) (26) (29)	First Lien Senior Secured Loan	L+ 6.00% (1.25% PIK)	8.25	%	12/23/2026	$	48,699		48,240			46,264
								Services: Business Total	$	142,601		$	136,678		12.4	%
Services: Consumer	MZR Aggregator (14) (19) (25)	Equity Interest	-	-		-		1		798			821
	MZR Buyer, LLC (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		12/21/2026	$	-		(95	)		-
	MZR Buyer, LLC (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.75%	7.75	%	12/21/2026	$	40,431		39,698			40,431
	Sontiq, Inc. (fka EZShield, Inc.) (3) (5) (15) (19)	First Lien Senior Secured Loan - Revolver	-	-		3/1/2026	$	-		(26	)		-
	Sontiq, Inc. (fka EZShield, Inc.) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 7.50%	8.50	%	3/1/2026	$	23,941		23,482			23,941
	Surrey Bidco Limited (6) (17) (19)	First Lien Senior Secured Loan	GBP LIBOR+ 7.00%	7.50	%	5/11/2026	£	50		62			65
	Zeppelin BidCo Pty Limited (6) (18) (19)	First Lien Senior Secured Loan	BBSY+ 5.00%	5.07	%	6/28/2024	AUD	206		141			155
								Services: Consumer Total	$	64,060		$	65,413		6.0	%
Telecommunications	ACM dcBLOX LLC (14) (19) (25)	Preferred Equity	-	-		-		3,822		3,851			3,918
	Conterra Ultra Broadband Holdings, Inc. (18) (29)	First Lien Senior Secured Loan	L+ 4.75%	4.86	%	4/30/2026	$	6,353		6,331			6,376
	DC Blox Inc. (15) (19) (26)	First Lien Senior Secured Loan	L+ 2.00% (6.00% PIK)	9.00	%	3/22/2026	$	14,833		14,552			14,833
	DC Blox Inc. (3) (15) (19)	First Lien Senior Secured Loan	-	-		3/22/2026	$	-		-			-
	DC Blox Inc. (14) (19) (25)	Warrants	-	-		-		177		2			-
	Horizon Telcom, Inc.  (15) (19) (29)	First Lien Senior Secured Loan - Revolver	L+ 5.00%	6.00	%	6/15/2023	$	116		114			115
	Horizon Telcom, Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan - Delayed Draw	L+ 5.00%	6.00	%	6/15/2023	$	908		905			899
	Horizon Telcom, Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	6/15/2023	$	13,365		13,282			13,231
	Masergy Holdings, Inc. (15) (29)	Second Lien Senior Secured Loan	L+ 7.50%	8.50	%	12/16/2024	$	857		861			856
								Telecommunications Total	$	39,898		$	40,228		3.7	%

14

Transportation: Cargo	A&R Logistics, Inc. (3) (19) (31)	First Lien Senior Secured Loan - Revolver	P+ 6.00%	7.25	%	5/5/2025	$	2,454		2,376			2,454
	A&R Logistics, Inc. (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.25%	7.25	%	5/5/2025	$	43,313		42,690			43,313
	A&R Logistics, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.25%	7.25	%	5/5/2025	$	2,436		2,400			2,436
	A&R Logistics, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.25%	7.25	%	5/5/2025	$	6,004		5,938			6,004
	A&R Logistics, Inc. (7) (15) (19)	First Lien Senior Secured Loan	L+ 6.75%	7.75	%	5/5/2025	$	2,729		2,707			2,729
	ARL Holdings, LLC (14) (19) (25)	Equity Interest	-	-		-		-		445			548
	ARL Holdings, LLC (14) (19) (25)	Equity Interest	-	-		-		9		9			55
	Grammer Investment Holdings LLC (14) (19) (25)	Equity Interest	-	-		-		1,011		1,011			924
	Grammer Investment Holdings LLC (19) (25) (26)	Preferred Equity	10% PIK	10.00	%	-		8		752			794
	Grammer Investment Holdings LLC (14) (19) (25)	Warrants	-	-		-		122		-			-
	Grammer Purchaser, Inc. (3) (12) (15) (19) (29)	First Lien Senior Secured Loan - Revolver	-	-		9/30/2024	$	-		-			-
	Grammer Purchaser, Inc. (12) (15) (19) (29)	First Lien Senior Secured Loan - Revolver	L+ 4.50%	5.50	%	9/30/2024	$	7,319		7,202			7,319
	Omni Logistics, LLC (15) (19)	Second Lien Senior Secured Loan	L+ 9.00%	10.00	%	12/30/2027	$	13,770		13,478			13,770
	PS HoldCo, LLC (12) (15) (29)	First Lien Senior Secured Loan	L+ 4.50%	5.50	%	3/13/2025	$	17,895		17,887			17,792
	REP Coinvest III- A Omni, L.P. (6) (14) (19) (25)	Equity Interest	-	-		-		1,377		1,377			2,019
								Transportation: Cargo Total	$	98,272		$	100,157	9.1	%
Transportation: Consumer	Toro Private Investments II, L.P. (6) (14) (19) (25)	Equity Interest	-	-		-		3,090		3,090			2,458
	Toro Private Investments II, L.P. (6) (12) (18) (19) (29)	First Lien Senior Secured Loan	L+ 6.75%	6.90	%	5/29/2026	$	6,681		4,629			6,123
	Toro Private Investments II, L.P. (6) (15)	First Lien Senior Secured Loan	L+ 8.00%	9.00	%	2/28/2025	$	360		357			379
								Transportation: Consumer Total	$	8,076		$	8,960	0.8	%
Wholesale	Abracon Group Holding, LLC (14) (19) (25)	Equity Interest	-	-		-		2		1,833			2,281
	Abracon Group Holding, LLC (15) (19)	First Lien Senior Secured Loan - Revolver	L+ 5.50%	6.50	%	7/18/2024	$	2,833		2,812			2,833
	Abracon Group Holding, LLC (7) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	7/18/2024	$	35,545		35,435			35,545
	Aramsco, Inc. (3) (5) (7) (18) (19)	First Lien Senior Secured Loan - Revolver	-	-		8/28/2024	$	-		(33	)		-
	Aramsco, Inc. (7) (12) (18) (19) (29)	First Lien Senior Secured Loan	L+ 5.25%	5.35	%	8/28/2024	$	23,919		23,642			23,919
	Armor Group, LP (14) (19) (25)	Equity Interest	-	-		-		10		1,012			2,366
	PetroChoice Holdings, Inc. (12) (15) (29)	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	8/19/2022	$	9,792		9,758			9,401
	PetroChoice Holdings, Inc. (12) (15) (29)	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	8/19/2022	$	6,479		6,422			6,220
								Wholesale Total	$	80,881		$	82,565	7.5	%
								Non-Controlled/Non-Affiliate Investments Total	$	1,967,244		$	1,948,098	177.4	%

15

Non-Controlled/Affiliate Investments
	Beverage, Food & Tobacco	ADT Pizza, LLC (6) (10) (14) (19) (25)	Equity Interest	-	-		-		6,720		6,720		16,988
									Beverage, Food & Tobacco Total	$	6,720	$	16,988	1.5	%
	Energy: Oil & Gas	Blackbrush Oil & Gas, L.P. (10) (14) (19) (25)	Equity Interest	-	-		-		1,123		-		-
		Blackbrush Oil & Gas, L.P. (10) (14) (19) (25)	Preferred Equity	-	-		-		36,084		10,104		16,778
		Blackbrush Oil & Gas, L.P. (10) (12) (15) (19) (26) (29)	First Lien Senior Secured Loan	L+ 5.00% (2% PIK)	8.00	%	9/3/2025	$	12,211		12,211		12,211
									Energy: Oil & Gas Total	$	22,315	$	28,989	2.6	%
	Transportation: Consumer	Direct Travel, Inc. (10) (18) (19) (26)	First Lien Senior Secured Loan	L+ 1.00% (6.30% PIK)	7.50	%	10/2/2023	$	4,615		4,615		4,615
		Direct Travel, Inc. (10) (14) (19) (25)	Equity Interest	-	-		-		68		-		-
		Direct Travel, Inc. (7) (10) (15) (19) (26)	First Lien Senior Secured Loan - Delayed Draw	L+ 1.00% (8.35% PIK)	9.50	%	10/2/2023	$	3,228		3,228		2,598
		Direct Travel, Inc. (7) (10) (15) (19) (26) (28)	First Lien Senior Secured Loan - Delayed Draw	L+ 1.00% (8.30% PIK)	9.50	%	10/2/2023	$	1,639		1,639		1,319
		Direct Travel, Inc. (7) (10) (19) (26)	First Lien Senior Secured Loan	L+ 1.00% (8.35% PIK)	9.50	%	10/2/2023	$	55,173		55,173		44,414
		Direct Travel, Inc. (3) (10) (15) (19) (28)	First Lien Senior Secured Loan - Delayed Draw	L+ 6.00%	7.00	%	10/2/2023	$	3,675		3,675		3,675
		Direct Travel, Inc. (10) (18) (19) (28)	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	10/2/2023	$	202		202		202
									Transportation: Consumer Total	$	68,532	$	56,823	5.2	%
									Non-Controlled/Affiliate Investments Total	$	97,567	$	102,800	9.3	%
Controlled Affiliate Investments
	Aerospace & Defense	ACC Holdco, LLC (10) (11) (19) (25)	Preferred Equity	-	16.00	%	-		10,828		10,824		10,828
		Air Comm Corporation LLC (10) (11) (12) (15) (19) (29)	First Lien Senior Secured Loan	L+ 6.50%	7.50	%	6/30/2025	$	26,955		26,366		27,224
		BCC Jetstream Holdings Aviation (Off I), LLC (6) (10) (11) (19) (20) (25)	Equity Interest	-	-		-		11,863		11,863		10,976
		BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (19) (20) (25)	Equity Interest	-	-		-		1,116		1,116		-
		BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (19) (20) (26)	First Lien Senior Secured Loan	L+ 10.00%	10.00	%	6/2/2022	$	7,195		7,195		7,188
		Gale Aviation (Offshore) Co (6) (10) (11) (19) (25)	Equity Interest	-	-		-		85,528		85,528		71,787
									Aerospace & Defense Total	$	142,892	$	128,003	11.7	%

16

	Investment Vehicles	International Senior Loan Program, LLC (6) (10) (11) (25)	Equity Interest Investment Vehicles	-	-		-		32,464		31,610		35,303
		International Senior Loan Program, LLC (6) (10) (11) (15) (19)	Subordinated Note Investment Vehicles	L+ 8.00%	9.00	%	2/22/2028		97,360		97,360		97,360
									Investment Vehicles Total	$	128,970	$	132,663	12.1	%
	Transportation: Cargo	Lightning Holdings B, LLC (6) (10) (11) (14) (19) (25)	Equity Interest	-	-		-		7,951		8,260		7,976
									Transportation: Cargo Total	$	8,260	$	7,976	0.7	%
									Controlled Affiliate Investments Total	$	280,122	$	268,642	24.5	%
									Investments Total	$	2,344,933	$	2,319,540	211.2	%
Cash Equivalents
	Cash Equivalents	Goldman Sachs Financial Square Government Fund Institutional Share Class (30)	Cash Equivalents	-	0.03	%	-	$	85,534	$	85,534	$	85,534
									Cash Equivalents Total	$	85,534	$	85,534	7.8	%
									Investments and Cash Equivalents Total	$	2,430,467	$	2,405,074	219.0	%

Forward Foreign Currency Exchange Contracts 

Currency Purchased	Currency Sold	Counterparty	Settlement Date		Unrealized Appreciation (Depreciation) (8)
US DOLLARS 7,742	AUSTRALIAN DOLLARS 9,960	Bank of New York Mellon	9/10/2021	$	262
US DOLLARS 30,202	POUND STERLING 28,838	Bank of New York Mellon	9/10/2021		(729	)
US DOLLARS 39,523	EURO 63,819	Bank of New York Mellon	9/10/2021		(823	)
US DOLLARS 151	CANADIAN DOLLAR 3,713	Goldman Sachs	9/10/2021		(151	)
US DOLLARS 8,187	NORWEGIAN KRONE 74,020	Goldman Sachs	9/10/2021		(569	)
				$	(2,010	)

17

⁽¹⁾ The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR LIBOR”), the Bank Bill Swap Rate ("BBSW"),  the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P") and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, or Prime and the current weighted average interest rate in effect at June 30, 2021. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, or Prime interest rate floor.

⁽²⁾ The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. 

⁽³⁾ Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee. 

⁽⁴⁾ Percentages are based on the Company’s net assets of $1,098,288 as of June 30, 2021.

⁽⁵⁾ The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. 

⁽⁶⁾ The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2021, non-qualifying assets totaled 15.61% of the Company’s total assets.

⁽⁷⁾ Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution LLC. See Note 6  "Debt".

⁽⁸⁾ Unrealized appreciation/(depreciation) on forward currency exchange contracts.

⁽⁹⁾ The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian krone, AUD represents Australian, CAD represents Canadian Dollar and DKK represents Kroner.

⁽¹⁰⁾ As defined in the 1940 Act, the Company is deemed to be an “Affiliated Investment” of the Company as the Company owns 5% or more of the portfolio company’s securities. 

⁽¹¹⁾ As defined in the 1940 Act, the Company is deemed to “Control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

⁽¹²⁾ Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer. See Note 6  "Debt".

⁽¹³⁾ $277 of the total par amount for this security is at P+ 4.25%.

⁽¹⁴⁾ Non-Income Producing.

⁽¹⁵⁾ Loan includes interest rate floor of 1.00%.

⁽¹⁶⁾ Loan includes interest rate floor of 0.75%.

⁽¹⁷⁾ Loan includes interest rate floor of 0.50%.

⁽¹⁸⁾ Loan includes interest rate floor of 0.00%. 

⁽¹⁹⁾ Security valued using unobservable inputs (Level 3).

⁽²⁰⁾ The Company holds non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.

⁽²¹⁾ Loan includes interest rate floor of 0.25%.

⁽²²⁾ The Company generally earns a higher interest rate on the “last out” tranche of debt, to the extent the debt has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder. 

⁽²³⁾  $992 of the total par amount for this security is at L+ 5.75%.

⁽²⁴⁾ $768 of the total par amount for this security is at P+ 4.50%.

⁽²⁵⁾ Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2021, the aggregate fair value of these securities is $208,925 or 19.02% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment	Acquisition Date
Abracon Group Holding, LLC	7/18/2018
ACC Holdco, LLC	6/28/2019
ACM dcBLOX LLC	3/22/2021
ADT Pizza, LLC	10/29/2018
Appriss Holdings, Inc.	5/3/2021
ARL Holdings, LLC	5/3/2019
ARL Holdings, LLC	5/3/2019
Armor Group, LP	8/28/2018
BCC Jetstream Holdings Aviation (Off I), LLC	6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC	6/1/2017
Blackbrush Oil & Gas, L.P.	9/3/2020
Blackbrush Oil & Gas, L.P.	9/3/2020
CB Titan Holdings, Inc.	5/1/2017
DC Blox Inc.	3/23/2021
Direct Travel, Inc.	10/2/2020
East BCC Coinvest II, LLC	7/23/2019
Elevator Holdco Inc.	12/23/2019
Elk Parent Holdings, LP	11/1/2019
Elk Parent Holdings, LP	11/1/2019
FCG Acquisitions, Inc.	1/24/2019
Fineline Parent Holdings	2/22/2021
Gale Aviation (Offshore) Co	1/2/2019
Grammer Investment Holdings LLC	10/1/2018
Grammer Investment Holdings LLC	10/1/2018
Grammer Investment Holdings LLC	10/1/2018
International Senior Loan Program, LLC	2/22/2021
Kellstrom Aerospace Group, Inc	7/1/2019
Lightning Holdings B, LLC	1/2/2020
MZR Aggregator	12/22/2020
NPC International, Inc.	3/31/2021
Opus 2	6/16/2021
PP Ultimate Holdings B, LLC	12/20/2018
Precision Ultimate Holdings, LLC	11/6/2019
REP Coinvest III- A Omni, L.P.	2/5/2021
TLC Holdco LP	10/11/2019
Toro Private Investments II, L.P.	4/2/2019
Ventiv Topco, Inc.	9/3/2019
WCI-HSG HOLDCO, LLC	2/22/2019

⁽²⁶⁾  Denotes that all or a portion of the debt investment includes PIK interest during the period.

⁽²⁷⁾ Asset is in an escrow liquidating trust.

⁽²⁸⁾ Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution Holdco LLC. See Note 6  "Debt".

⁽²⁹⁾ Assets or a portion thereof are pledged as collateral for the 2019-1 Issuer. See Note 6  "Debt".

⁽³⁰⁾ Cash equivalents include $57,144 of restricted cash.

⁽³¹⁾ Loan includes interest rate floor of 2.00%.

⁽³²⁾ Loan includes interest rate floor of 1.50%.

⁽³³⁾ $2 of the total par amount for this security is at P+ 5.50%

See Notes to Consolidated Financial Statements

18

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments
As of December 31, 2020
(In thousands)

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index(1)	Interest Rate			Maturity Date	Principal/Shares(9)		Cost			Market Value			% of NAV(4)
Non-Controlled/Non-Affiliate Investments
	Aerospace & Defense	Forming & Machining Industries Inc.(18)(19)(21)	Second Lien Senior Secured Loan	L+ 8.25%		8.50	%	10/9/2026	$	6,540		6,486			5,036
		Forming & Machining Industries Inc.(12)(18)(29)	First Lien Senior Secured Loan	L+ 4.25%		4.50	%	10/9/2025	$	16,608		16,498			13,301
		GSP Holdings, LLC(7)(12)(15)(19)(21)(26)(29)	First Lien Senior Secured Loan	L+ 5.75% (0.25% PIK)		7.00	%	11/6/2025	$	35,917		35,686			31,607
		GSP Holdings, LLC(3)(7)(15)(19)(26)	First Lien Senior Secured Loan— Revolver	L+ 5.50% (0.25% PIK)		6.75	%	11/6/2025	$	1,134		1,097			590
		Kellstrom Aerospace Group, Inc(14)(19)(25)	Equity Interest	—		—		—		1		1,963			753
		Kellstrom Commercial Aerospace, Inc.(3)(18)(19)(21)(24)	First Lien Senior Secured Loan— Revolver	L+ 5.50%		6.88	%	7/1/2025	$	5,331		5,234			4,755
		Kellstrom Commercial Aerospace, Inc.(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 5.50%		6.50	%	7/1/2025	$	33,608		33,067			30,583
		Novetta, LLC(12)(15)(29)	First Lien Senior Secured Loan	L+ 5.00%		6.00	%	10/17/2022	$	6,513		6,457			6,499
		Precision Ultimate Holdings, LLC(14)(19)(25)	Equity Interest	—		—		—		1,417		1,417			952
		Salient CRGT, Inc.(12)(15)(29)	First Lien Senior Secured Loan	L+ 6.50%		7.50	%	2/28/2022	$	12,087		12,109			11,634
		WCI-HSG HOLDCO, LLC(14)(19)(25)	Preferred Equity	—		—		—		675		675			1,550
		WCI-HSG Purchaser, Inc.(3)(12)(15)(19)(29)	First Lien Senior Secured Loan— Revolver	L+ 4.50%		5.50	%	2/24/2025	$	1,075		1,047			1,048
		WCI-HSG Purchaser, Inc.(12)(15)(19)(29)	First Lien Senior Secured Loan	L+ 4.50%		5.50	%	2/24/2025	$	17,600		17,416			17,424
		Whitcraft LLC(2)(3)(5)(15)(19)	First Lien Senior Secured Loan— Revolver	—		—		4/3/2023	$	—		(13	)		(91	)
		Whitcraft LLC(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%	4/3/2023	$	40,182		39,870			38,172
		WP CPP Holdings, LLC. (12)(15)(21)(29)	Second Lien Senior Secured Loan	L+ 7.75%		8.75	%	4/30/2026	$	11,724		11,632			9,936
										Aerospace & Defense Total	$	190,641		$	173,749			16.3	%
	Automotive	CST Buyer Company(3)(5)(15)(19)(21)	First Lien Senior Secured Loan— Revolver	—		—		10/3/2025	$	—		(21	)		—
		CST Buyer Company(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%	10/3/2025	$	34,166		33,764			34,166
		JHCC Holdings, LLC(2)(3)(5)(15)(19)(28)	First Lien Senior Secured Loan— Delayed Draw	—		—		9/9/2025	$	—		(33	)		(188	)
		JHCC Holdings, LLC(3)(7)(15)(19)(22)(31)	First Lien Senior Secured Loan— Revolver	P+ 4.50%		7.10	%	9/9/2025	$	1,561		1,519			1,470
		JHCC Holdings, LLC(7)(15)(19)	First Lien Senior Secured Loan— Delayed Draw	L+ 5.50%		6.50	%	9/9/2025	$	2,222		2,214			2,155
		JHCC Holdings, LLC(7)(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 5.50%		6.50	%	9/9/2025	$	29,379		29,027			28,497
										Automotive Total	$	66,470		$	66,100			6.2	%
	Banking	Green Street Parent, LLC(2)(3)(5)(18)(19)(29)	First Lien Senior Secured Loan— Revolver	—		—		8/27/2025	$	—		(38	)		(103	)
		Green Street Parent, LLC(12)(18)(19)(29)	First Lien Senior Secured Loan	L+ 5.25%		5.52	%	8/27/2026	$	14,335		14,096			13,725
										Banking Total	$	14,058		$	13,622			1.3	%
	Beverage, Food & Tobacco	NPC International, Inc.(15)(27)(31)	First Lien Senior Secured Loan	P+ 4.50%		7.75	%	4/19/2024	$	4,937		4,957			4,694
		NPC International, Inc.(32)	First Lien Senior Secured Loan	L+ 15.50%		17.00	%	1/21/2021	$	412		410			412

19

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index(1)	Interest Rate			Maturity Date	Principal/Shares(9)		Cost			Market Value			% of NAV(4)
										Beverage, Food & Tobacco Total	$	5,367		$	5,106			0.5	%
	Capital Equipment	Dorner Manufacturing Corp.(3)(5)(15)(19)(29)	First Lien Senior Secured Loan— Revolver	—		—		3/15/2022	$	—		(7	)		—
		Dorner Manufacturing Corp.(12)(15)(19)	First Lien Senior Secured Loan	L+ 5.75%		6.75	%	3/15/2023	$	6,799		6,721			6,799
		East BCC Coinvest II, LLC(14)(19)(25)	Equity Interest	—		—		—		1,419		1,419			754
		Electronics For Imaging, Inc.(12)(18)(19)(29)	Second Lien Senior Secured Loan	L+ 9.00%		9.15	%	7/23/2027	$	13,070		12,327			10,717
		Engineered Controls International, LLC(12)(19)(21)(29)(32)	First Lien Senior Secured Loan	L+ 7.00%		8.50	%	11/5/2024	$	32,759		32,174			32,759
		EXC Holdings III Corp.(12)(15)(21)(29)	Second Lien Senior Secured Loan	L+ 7.50%		8.50	%	12/1/2025	$	8,240		8,251			8,274
		FCG Acquisitions, Inc.(14)(19)(25)	Preferred Equity	—		—		—		4		4,251			10,398
		FFI Holdings I Corp(3)(19)(30)(31)	First Lien Senior Secured Loan— Revolver	P+ 4.75%		8.00	%	1/24/2025	$	1,494		1,437			1,494
		FFI Holdings I Corp(7)(12)(13)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 5.75%		6.75	%	1/24/2025	$	68,317		67,850			68,317
		FFI Holdings I Corp(3)(5)(15)(19)(28)	First Lien Senior Secured Loan— Delayed Draw	—		—		1/24/2025	$	—		(63	)		—
		FFI Holdings I Corp(7)(15)(19)	First Lien Senior Secured Loan	L+ 6.25%		7.25	%	1/24/2025	$	789		781			789
		Jonathan Acquisition Company(15)(19)(21)	Second Lien Senior Secured Loan	L+ 9.00%		10.00	%	12/22/2027	$	8,000		7,801			7,800
		Tidel Engineering, L.P.(3)(15)(19)	First Lien Senior Secured Loan— Revolver	—		—		3/1/2023	$	—		—			—
		Tidel Engineering, L.P.(7)(15)(19)(29)	First Lien Senior Secured Loan	L+ 6.25%		7.25	%	3/1/2024	$	37,835		37,835			37,835
		Velvet Acquisition B.V.(6)(18)(19)(21)	Second Lien Senior Secured Loan	EURIBOR+ 8.00%		8.00	%	4/17/2026	€	6,013		7,346			7,351
										Capital Equipment Total	$	188,123		$	193,287			18.1	%
	Chemicals, Plastics & Rubber	AP Plastics Group, LLC(3)(15)(19)	First Lien Senior Secured Loan— Revolver	L+ 4.00%		5.00	%	8/2/2021	$	2,833		2,833			2,833
		AP Plastics Group, LLC(7)(15)(19)(21)	First Lien Senior Secured Loan	L+ 5.25%		6.25	%	8/1/2022	$	19,856		19,671			19,856
		Niacet b.v.(15)(19)(21)	First Lien Senior Secured Loan	EURIBOR+ 4.50%		5.50	%	2/1/2024	€	3,437		3,690			4,128
		Plaskolite, Inc.(15)(29)	First Lien Senior Secured Loan	L+ 4.25%		5.25	%	12/15/2025	$	2,253		2,218			2,250
		V Global Holdings LLC(7)(12)(15)(19)(29)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%	12/22/2027	$	48,813		47,593			47,593
		V Global Holdings LLC(2)(3)(5)(15)(19)	First Lien Senior Secured Loan— Revolver	—		—		12/22/2025	$	—		(197	)		(197	)
										Chemicals, Plastics & Rubber Total	$	75,808		$	76,463			7.2	%
	Construction & Building	Chase Industries, Inc.(15)(19)(26)	First Lien Senior Secured Loan— Delayed Draw	L+ 5.50% (1.5% PIK)		8.00	%	5/12/2025	$	1,166		1,162			947
		Chase Industries, Inc.(15)(19)(26)	First Lien Senior Secured Loan	L+ 5.50% (1.5% PIK)		8.00	%	5/12/2025	$	12,333		12,290			10,021
		Elk Parent Holdings, LP(14)(19)(25)	Equity Interest	—		—		—		1		12			145
		Elk Parent Holdings, LP(14)(19)(25)	Preferred Equity	—		—		—		120		1,202			1,319
		PP Ultimate Holdings B, LLC(14)(19)(25)	Equity Interest	—		—		—		1		1,352			1,675
		Profile Products LLC(3)(7)(19)(31)	First Lien Senior Secured Loan— Revolver	P+ 5.00%		8.25	%	12/20/2024	$	831		779			783
		Profile Products LLC(7)(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%	12/20/2024	$	36,168		35,635			35,716
		Regan Development Holdings Limited(6)(17)(19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%		7.00	%	4/18/2022	€	2,087		2,274			2,488
		Regan Development Holdings Limited(6)(17)(19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%		7.00	%	4/18/2022	€	677		768			807
		Regan Development Holdings Limited (6)(17)(19)	First Lien Senior Secured Loan	EURIBOR+ 6.50%		7.00	%	4/18/2022	€	6,335		6,869			7,513

20

				Spread Above					Maturity							Market			% of
Control Type	Industry	Portfolio Company	Investment Type	Index(1)		Interest Rate			Date		Principal/Shares(9)		Cost			Value			NAV(4)
		YLG Holdings, Inc.(7)(15)(19)	First Lien Senior Secured Loan—Delayed Draw		L+ 6.25%		7.25	%		10/31/2025	$	5,111		5,104			5,111
		YLG Holdings, Inc.(3)(5)(7)(15)(19)	First Lien Senior Secured Loan—Revolver		—		—			10/31/2025	$	—		(69	)		—
		YLG Holdings, Inc.(7)(12)(15)(19)(21)(29)	First Lien Senior Secured Loan		L+ 6.25%		7.25	%		10/31/2025	$	38,474		38,189			38,474
											Construction & Building Total		$	105,567		$	104,999			9.8	%
	Consumer Goods: Durable	New Milani Group LLC(12)(15)(19)(29)	First Lien Senior Secured Loan		L+ 5.00%		6.00	%		6/6/2024	$	16,926		16,822			15,403
		TLC Holdco LP(14)(19)(25)	Equity Interest		—		—			—		1,188		1,186			1,096
		TLC Purchaser, Inc.(2)(3)(5)(19)	First Lien Senior Secured Loan—Delayed Draw		—		—			10/13/2025	$	—		(57	)		(89	)
		TLC Purchaser, Inc.(2)(3)(5)(19)(21)	First Lien Senior Secured Loan—Revolver		—		—			10/13/2025	$	—		(142	)		(111	)
		TLC Purchaser, Inc.(12)(19)(21)(29)	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		10/13/2025	$	42,294		41,590			41,766
											Consumer Goods:
											Durable Total		$	59,399		$	58,065			5.4	%
	Consumer Goods: Non-Durable	FineLine Technologies, Inc.(2)(3)(5)(15)(19)(21)	First Lien Senior Secured Loan—Revolver		—		—			11/4/2022	$	—		(9	)		(72	)
		FineLine Technologies, Inc.(12)(15)(19)(21)(29)	First Lien Senior Secured Loan		L+ 4.25%		5.25	%		11/4/2022	$	31,066		30,974			30,212
		MND Holdings III Corp(12)(15)(29)	First Lien Senior Secured Loan		L+ 3.50%		4.50	%		6/19/2024	$	10,614		10,627			9,907
		RoC Opco LLC(3)(5)(15)(19)(21)	First Lien Senior Secured Loan—Revolver		—		—			2/25/2025	$	—		(145	)		—
		RoC Opco LLC(12)(15)(19)(21)(29)	First Lien Senior Secured Loan		L+ 7.75%		8.75	%		2/25/2025	$	40,487		39,737			40,487
		Solaray, LLC(7)(15)(19)	First Lien Senior Secured Loan—Delayed Draw		L+ 6.00%		7.00	%		9/11/2023	$	14,425		14,425			14,136
		Solaray, LLC(3)(7)(15)(19)	First Lien Senior Secured Loan—Revolver		L+ 4.50%		5.50	%		9/9/2022	$	7,424		7,395			7,424
		Solaray, LLC(7)(15)(19)(21)	First Lien Senior Secured Loan		L+ 6.00%		7.00	%		9/11/2023	$	42,170		42,170			41,326
		WU Holdco, Inc.(7)(15)(19)	First Lien Senior Secured Loan—Delayed Draw		L+ 5.25%		6.25	%		3/26/2026	$	5,588		5,536			5,588
		WU Holdco, Inc.(3)(18)(19)	First Lien Senior Secured Loan—Revolver		L+ 5.25%		5.50	%		3/26/2025	$	902		857			902
		WU Holdco, Inc.(7)(15)(19)(21)(29)	First Lien Senior Secured Loan		L+ 5.25%		6.25	%		3/26/2026	$	39,319		38,649			39,319
											Consumer Goods:
											Non-Durable Total		$	190,216		$	189,229			17.7	%
	Containers, Packaging, & Glass	Automate Intermediate Holdings II S.à r.l.(6)(18)(19)(21)	Second Lien Senior Secured Loan		L+ 7.75%		7.90	%		7/22/2027	$	11,870		11,659			11,781
											Containers, Packaging, &
											Glass Total		$	11,659		$	11,781			1.1	%
	Energy: Electricity	Infinite Electronics International Inc.(12)(18)(19)(29)	First Lien Senior Secured Loan		L+ 4.00%		4.15	%		7/2/2025	$	19,552		19,541			18,868
		Infinite Electronics International Inc.(18)(19)(21)	Second Lien Senior Secured Loan		L+ 8.00%		8.15	%		7/2/2026	$	2,480		2,438			2,381
											Energy: Electricity Total		$	21,979		$	21,249			2.0	%
	Energy: Oil & Gas	Amspec Services, Inc.(3)(5)(7)(15)(19)	First Lien Senior Secured Loan—Revolver		—		—			7/2/2024	$	—		(42	)		—
		Amspec Services, Inc.(7)(12)(15)(19)(29)	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		7/2/2024	$	43,653		43,261			43,653
		Amspec Services, Inc.(7)(15)(19)	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		7/2/2024	$	2,826		2,786			2,826
											Energy: Oil & Gas Total		$	46,005		$	46,479			4.4	%

21

				Spread Above				Maturity							Market			% of
Control Type	Industry	Portfolio Company	Investment Type	Index(1)	Interest Rate			Date		Principal/Shares(9)		Cost			Value			NAV(4)
	FIRE: Finance	Allworth Financial Group, L.P.(2)(3)(5)(15)(19)	First Lien Senior Secured Loan—Delayed Draw	—		—			12/23/2026	$	—		(61	)		(61	)
		Allworth Financial Group, L.P.(12)(15)(19)(29)	First Lien Senior Secured Loan	L+ 5.50%		6.50	%		12/23/2026	$	10,138		9,987			9,936
		Allworth Financial Group, L.P.(2)(3)(5)(15)(19)	First Lien Senior Secured Loan—Revolver	—		—			12/23/2026	$	—		(18	)		(18	)
		TA/Weg Holdings(3)(18)(19)	First Lien Senior Secured Loan— Delayed Draw	L+ 5.75%		6.75	%		10/2/2025	$	1,992		1,922			1,921
											FIRE: Finance Total	$	11,830		$	11,778			1.1	%
	FIRE: Insurance	Ivy Finco Limited(6)(18)(19)(21)	First Lien Senior Secured Loan	GBP LIBOR+ 5.75%		5.83	%		5/19/2025	£	7,217		8,992			9,704
		Ivy Finco Limited(6)(18)(19)	First Lien Senior Secured Loan	GBP LIBOR+ 5.75%		5.83	%		5/19/2025	£	7,077		8,827			9,502
		Margaux Acquisition Inc.(7)(15)(19)	First Lien Senior Secured Loan—Delayed Draw	L+ 5.75%		6.75	%		12/19/2024	$	9,288		9,256			9,195
		Margaux Acquisition, Inc.(2)(3)(5)(15)(19)	First Lien Senior Secured Loan—Revolver	—		—			12/19/2024	$	—		(50	)		(29	)
		Margaux Acquisition Inc.(7)(12)(15)(19)(29)	First Lien Senior Secured Loan	L+ 5.75%		6.75	%		12/19/2024	$	28,625		28,196			28,339
		Margaux UK Finance Limited(3)(5)(6)(15)(19)	First Lien Senior Secured Loan—Revolver	—		—			12/19/2024	£	—		(8	)		—
		Margaux UK Finance Limited(6)(15)(19)(21)	First Lien Senior Secured Loan	GBP LIBOR+ 5.75%		6.75	%		12/19/2024	£	7,629		9,804			10,414
											FIRE: Insurance Total	$	65,017		$	67,125			6.3	%
	FIRE: Real Estate	Spectre (Carrisbrook House) Limited(6)(15)(19)	First Lien Senior Secured Loan	EURIBOR+ 9.50%		10.50	%		8/9/2021	£	9,300		10,894			10,289
											FIRE: Real Estate Total	$	10,894		$	10,289			1.0	%
	Healthcare & Pharmaceuticals	CB Titan Holdings, Inc.(14)(19)(25)	Preferred Equity	—		—			—		1,953		1,953			2,625
		CPS Group Holdings, Inc.(3)(5)(15)(19)	First Lien Senior Secured Loan—Revolver	—		—			3/3/2025	$	—		(64	)		—
		CPS Group Holdings, Inc.(7)(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 5.50%		6.50	%		3/3/2025	$	55,347		54,925			55,347
		Datix Bidco Limited(2)(3)(5)(6)(18)(19)(21)	First Lien Senior Secured Loan—Revolver	—		—			10/28/2024	£	—		(17	)		(7	)
		Datix Bidco Limited(6)(18)(19)(21)	Second Lien Senior Secured Loan	GBP LIBOR+ 7.75%		7.81	%		4/27/2026	£	12,134		16,369			16,564
		Datix Bidco Limited(6)(18)(19)(21)	First Lien Senior Secured Loan	BBSW+ 4.50%		4.62	%		4/28/2025	AUD	4,212		3,215			3,224
		Golden State Buyer, Inc.(12)(16)(29)	First Lien Senior Secured Loan	L+ 4.75%		5.50	%		6/22/2026	$	15,077		14,952			14,992
		Great Expressions Dental Centers PC(3)(15)(19)(26)	First Lien Senior Secured Loan—Revolver	L+ 4.75% (0.5% PIK)		6.25	%		9/28/2022	$	661		655			454
		Great Expressions Dental Centers PC(15)(19)(26)	First Lien Senior Secured Loan	L+ 4.75% (0.5% PIK)		6.25	%		9/28/2023	$	7,802		7,789			6,437
		Island Medical Management Holdings, LLC(15)(19)(29)	First Lien Senior Secured Loan	L+ 6.50%		7.50	%		9/1/2023	$	8,627		8,570			7,764
		Medical Depot Holdings, Inc.(12)(15)(26)	First Lien Senior Secured Loan	L+ 5.50% (2% PIK)		8.50	%		1/3/2023	$	16,520		15,638			14,084
		Mendel Bidco, Inc.(18)(19)(21)	First Lien Senior Secured Loan	EURIBOR+ 4.50%		4.50	%		6/17/2027	€	10,033		11,169			12,204
		Mendel Bidco, Inc.(18)(19)(21)	First Lien Senior Secured Loan	L+ 4.50%		4.73	%		6/17/2027	$	19,966		19,541			19,667
		Mertus 522. GmbH(6)(18)(19)(21)	First Lien Senior Secured Loan—Delayed Draw	EURIBOR+ 6.00%		6.00	%		5/28/2026	€	13,131		14,138			15,892
		Mertus 522. GmbH(6)(18)(19)(21)	First Lien Senior Secured Loan	EURIBOR+ 6.00%		6.00	%		5/28/2026	€	22,468		24,635			27,193
		TecoStar Holdings, Inc.(12)(15)(19)(21)(29)	Second Lien Senior Secured Loan	L+ 8.50%		9.50	%		11/1/2024	$	9,472		9,315			9,306
		U.S. Anesthesia Partners, Inc.(12)(15)(19)(21)	Second Lien Senior Secured Loan	L+ 7.25%		7.49	%		6/23/2025	$	16,520		16,364			15,859
											Healthcare &
											Pharmaceuticals Total	$	219,147		$	221,605			20.7	%

22

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index(1)	Interest Rate			Maturity Date	Principal/Shares(9)		Cost			Market Value			% of NAV(4)
	High Tech Industries	AMI US Holdings Inc.(3)(12)(18)(19)	First Lien Senior Secured Loan— Revolver	L+ 5.50%		5.65	%	4/1/2024	$	1,256		1,232			1,256
		AMI US Holdings Inc.(12)(15)(19)(29)	First Lien Senior Secured Loan	L+ 5.50%		6.50	%	4/1/2025	$	13,025		12,825			13,025
		Appriss Holdings, Inc.(2)(3)(5)(7)(18)(19)	First Lien Senior Secured Loan— Revolver	—		—		5/30/2025	$	—		(46	)		(47	)
		Appriss Holdings, Inc.(7)(12)(18)(19)(21)(29)	First Lien Senior Secured Loan	L+ 5.25%		5.50	%	5/29/2026	$	48,386		47,879			47,902
		Appriss Holdings, Inc.(7)(18)(19)	First Lien Senior Secured Loan	L+ 6.00%		6.25	%	5/29/2026	$	4,988		4,843			4,988
		CB Nike IntermediateCo Ltd(3)(5)(6)(15)(19)(21)	First Lien Senior Secured Loan— Revolver	—		—		10/31/2025	$	—		(71	)		—
		CB Nike IntermediateCo Ltd(6)(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 4.75%		5.75	%	10/31/2025	$	35,068		34,485			35,068
		CMI Marketing Inc(3)(5)(15)(19)(29)	First Lien Senior Secured Loan— Revolver	—		—		5/24/2023	$	—		(10	)		—
		CMI Marketing Inc(12)(15)(19)(29)	First Lien Senior Secured Loan	L+ 4.50%		5.50	%	5/24/2024	$	15,101		15,008			15,101
		Drilling Info Holdings, Inc(12)(18)(21)(29)	First Lien Senior Secured Loan	L+ 4.25%		4.40	%	7/30/2025	$	22,380		22,317			21,728
		Element Buyer, Inc.(7)(15)(19)	First Lien Senior Secured Loan— Delayed Draw	L+ 5.25%		6.25	%	7/18/2025	$	11,192		11,216			11,192
		Element Buyer, Inc.(3)(7)(15)(19)	First Lien Senior Secured Loan— Revolver	L+ 5.25%		6.25	%	7/19/2024	$	283		244			283
		Element Buyer, Inc.(7)(15)(19)(21)	First Lien Senior Secured Loan	L+ 5.25%		6.25	%	7/18/2025	$	37,390		37,660			37,390
		Everest Bidco(6)(15)(19)(21)	Second Lien Senior Secured Loan	GBP LIBOR+ 7.50%		8.50	%	7/3/2026	£	10,216		13,142			13,946
		MRI Software LLC(7)(15)(28)	First Lien Senior Secured Loan	L+ 5.50%		6.50	%	2/10/2026	$	25,454		25,359			25,390
		MRI Software LLC(2)(3)(5)(15)(28)	First Lien Senior Secured Loan— Delayed Draw	—		—		2/10/2026	$	—		(7	)		(2	)
		MRI Software LLC(2)(3)(15)(19)	First Lien Senior Secured Loan— Revolver	—		—		2/10/2026	$	—		44			(45	)
		nThrive, Inc.(15)(19)(21)	Second Lien Senior Secured Loan	L+ 9.75%		10.75	%	4/20/2023	$	8,000		7,988			8,000
		Utimaco, Inc.(6)(18)(19)(21)(29)	First Lien Senior Secured Loan	L+ 4.25%		4.91	%	8/9/2027	$	14,849		14,535			14,849
		Ventiv Topco, Inc.(14)(19)(25)	Equity Interest	—		—		—		28		2,833			3,065
		Ventiv Holdco, Inc.(3)(7)(18)(19)	First Lien Senior Secured Loan— Revolver	L+ 5.50%		5.68	%	9/3/2025	$	426		382			417
		Ventiv Holdco, Inc.(7)(15)(19)(21)	First Lien Senior Secured Loan	L+ 5.50%		6.50	%	9/3/2025	$	24,056		23,760			23,996
		VPARK BIDCO AB(6)(16)(19)(21)	First Lien Senior Secured Loan	CIBOR+ 4.00%		4.75	%	3/10/2025	DKK	56,999		9,198			9,364
		VPARK BIDCO AB(6)(16)(19)(21)	First Lien Senior Secured Loan	NIBOR+ 4.00%		4.75	%	3/10/2025	NOK	74,020		9,230			8,620
									High Tech Industries Total		$	294,046		$	295,486			27.7	%
	Hotel, Gaming & Leisure	Aimbridge Acquisition Co., Inc.(12)(18)(19)(21)(29)	Second Lien Senior Secured Loan	L+ 7.50%		7.65	%	2/1/2027	$	20,193		19,707			18,174
		Captain D’s LLC(3)(15)(19)	First Lien Senior Secured Loan— Revolver	L+ 4.50%		5.50	%	12/15/2023	$	1,382		1,373			1,382
		Captain D’s LLC(12)(15)(19)(29)	First Lien Senior Secured Loan	L+ 4.50%		5.50	%	12/15/2023	$	12,559		12,489			12,559
		Quidditch Acquisition, Inc.(12)(15)(29)	First Lien Senior Secured Loan	L+ 9.00%		10.00	%	3/21/2025	$	18,829		18,820			17,778
									Hotel, Gaming & Leisure Total		$	52,389		$	49,893			4.7	%
	Media: Advertising, Printing & Publishing	Ansira Holdings, Inc.(15)(19)(26)(33)	First Lien Senior Secured Loan— Delayed Draw	L+ 6.50% PIK		7.50	%	12/20/2024	$	4,613		4,610			3,944
		Ansira Holdings, Inc.(3)(19)(23)(31)	First Lien Senior Secured Loan— Revolver	P+ 4.75%		7.77	%	12/20/2024	$	5,383		5,383			5,383

23

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index(1)	Interest Rate			Maturity Date	Principal/Shares(9)		Cost			Market Value			% of NAV(4)
		Ansira Holdings, Inc.(15)(19)(26)	First Lien Senior Secured Loan	L+ 6.50% PIK		7.50	%	12/20/2024	$	37,208		37,150			31,813
									Media: Advertising, Printing & Publishing Total		$	47,143		$	41,140			3.9	%
	Media: Broadcasting & Subscription	Vital Holdco Limited(6)(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 4.75%		5.75	%	5/29/2026	$	35,357		34,654			35,357
		Vital Holdco Limited(6)(18)(19)(21)	First Lien Senior Secured Loan	EURIBOR+ 4.75%		4.75	%	5/29/2026	€	7,917		8,645			9,679
									Media: Broadcasting & Subscription Total		$	43,299		$	45,036			4.2	%
	Media: Diversified & Production	9 Story Media Group Inc.(3)(6)(15)(19)	First Lien Senior Secured Loan— Revolver	CDOR+ 5.50%		6.50	%	4/30/2026	CAD	56		40			44
		9 Story Media Group Inc.(6)(15)(19)(21)	First Lien Senior Secured Loan	CDOR+ 5.50%		6.50	%	4/30/2026	CAD	7,310		5,363			5,725
		9 Story Media Group Inc.(6)(18)(19)(21)	First Lien Senior Secured Loan	EURIBOR+ 5.50%		5.50	%	4/30/2026	€	3,938		4,507			4,814
		Efficient Collaborative Retail Marketing Company, LLC(3)(15)(19)	First Lien Senior Secured Loan— Revolver	L+ 5.25%		6.25	%	6/15/2022	$	2,267		2,267			2,267
		Efficient Collaborative Retail Marketing Company, LLC(7)(15)(19)(21)	First Lien Senior Secured Loan	L+ 6.75%		7.75	%	6/15/2022	$	15,095		15,151			14,416
		Efficient Collaborative Retail Marketing Company, LLC(7)(15)(19)	First Lien Senior Secured Loan	L+ 6.75%		7.75	%	6/15/2022	$	9,788		9,825			9,347
		International Entertainment Investments Limited(6)(18)(19)(21)	First Lien Senior Secured Loan	GBP LIBOR+ 4.75%		4.82	%	5/31/2023	£	8,686		10,657			11,857
									Media: Diversified & Production Total		$	47,810		$	48,470			4.5	%
	Retail	Batteries Plus Holding Corporation(3)(15)(19)	First Lien Senior Secured Loan— Revolver	—		—		7/6/2022	$	—		—			—
		Batteries Plus Holding Corporation(7)(15)(19)	First Lien Senior Secured Loan	L+ 6.75%		7.75	%	7/6/2022	$	28,672		28,672			28,672
		Thrasio, LLC(2)(3)(5)(15)(19)	First Lien Senior Secured Loan— Delayed Draw	—		—		12/18/2026	$	—		(313	)		(313	)
		Thrasio, LLC(15)(19)(21)	First Lien Senior Secured Loan	L+ 7.00%		8.00	%	12/18/2026	$	10,965		10,691			10,691
									Retail Total		$	39,050		$	39,050			3.7	%
	Services: Business	AMCP Clean Acquisition Company, LLC(12)(18)(29)	First Lien Senior Secured Loan— Delayed Draw	L+ 4.25%		4.40	%	7/10/2025	$	3,855		3,848			2,660
		AMCP Clean Acquisition Company, LLC(12)(18)(29)	First Lien Senior Secured Loan	L+ 4.25%		4.40	%	7/10/2025	$	15,930		15,904			10,992
		Comet Bidco Limited(6)(18)(21)	First Lien Senior Secured Loan	GBP LIBOR+ 5.25%		5.34	%	9/30/2024	£	7,362		9,523			8,911
		Elevator Holdco Inc.(14)(19)(25)	Equity Interest	—		—		—		2		2,448			1,605
		Hightower Holding, LLC(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 5.00%		6.00	%	1/31/2025	$	40,850		40,708			40,850
		Refine Intermediate, Inc.(3)(5)(18)(19)	First Lien Senior Secured Loan— Revolver	—		—		9/3/2026	$	—		(117	)		—
		Refine Intermediate, Inc.(15)(19)(21)	First Lien Senior Secured Loan	L+ 4.75%		5.75	%	3/3/2027	$	21,894		21,396			21,894
		SumUp Holdings Luxembourg S.à.r.l.(6)(15)(19)(21)	First Lien Senior Secured Loan	EURIBOR+ 8.00%		9.00	%	8/1/2024	€	15,715		17,453			19,212
		SumUp Holdings Luxembourg S.à.r.l.(6)(15)(19)(21)	First Lien Senior Secured Loan	EURIBOR+ 8.00%		9.00	%	8/1/2024	€	16,697		18,244			20,412
		TEI Holdings Inc.(3)(7)(15)(19)	First Lien Senior Secured Loan— Revolver	L+ 7.25%		8.25	%	12/23/2025	$	3,471		3,426			3,200
		TEI Holdings Inc.(7)(12)(15)(19)(21)(26)(29)	First Lien Senior Secured Loan	L+ 6.00% (1.25% PIK)		8.25	%	12/23/2026	$	48,749		48,204			45,824
									Services: Business Total		$	181,037		$	175,560			16.3	%
	Services: Consumer	MZR Aggregator(14)(19)(25)	Equity Interest	—		—		—		1		798			798

24

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index(1)	Interest Rate			Maturity Date	Principal/Shares(9)		Cost			Market Value			% of NAV(4)
		MZR Buyer, LLC(15)(19)	First Lien Senior Secured Loan— Revolver	L+ 6.75%		7.75	%	12/21/2026	$	5,210		5,106			5,105
		MZR Buyer, LLC(7)(15)(19)	First Lien Senior Secured Loan	L+ 6.75%		7.75	%	12/21/2026	$	40,634		39,828			39,822
		Pearl Intermediate Parent LLC(18)(29)	Second Lien Senior Secured Loan	L+ 6.25%		6.40	%	2/13/2026	$	2,571		2,584			2,558
		Surrey Bidco Limited(6)(17)(19)(21)	First Lien Senior Secured Loan	GBP LIBOR+ 6.00%		6.50	%	5/11/2026	£	5,000		6,163			6,501
		Trafalgar Bidco Limited(6)(18)(19)(21)	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%		5.02	%	9/11/2024	£	6,011		7,763			8,206
		Zeppelin BidCo Pty Limited(6)(18)(19)(21)	First Lien Senior Secured Loan	BBSY+ 6.00%		6.23	%	6/28/2024	AUD	20,621		14,099			15,707
										Services: Consumer Total	$	76,341		$	78,697			7.4	%
	Telecommunications	Conterra Ultra Broadband Holdings, Inc.(18)(29)	First Lien Senior Secured Loan	L+ 4.50%		4.65	%	4/30/2026	$	6,386		6,360			6,373
		Horizon Telcom, Inc.(15)(19)(29)	First Lien Senior Secured Loan— Revolver	L+ 5.00%		6.00	%	6/15/2023	$	116		113			114
		Horizon Telcom, Inc.(12)(15)(19)(29)	First Lien Senior Secured Loan— Delayed Draw	L+ 5.00%		6.00	%	6/15/2023	$	919		914			903
		Horizon Telcom, Inc.(12)(15)(19)(29)	First Lien Senior Secured Loan	L+ 5.00%		6.00	%	6/15/2023	$	13,538		13,431			13,302
		Masergy Holdings, Inc.(15)(29)	Second Lien Senior Secured Loan	L+ 7.50%		8.50	%	12/16/2024	$	857		862			851
										Telecommunications Total		21,680	$	$	21,543			2.0	%
	Transportation: Cargo	A&R Logistics, Inc.(2)(3)(5)(15)(19)	First Lien Senior Secured Loan— Revolver	—		—		5/5/2025	$	—		(90	)		(46	)
		A&R Logistics, Inc.(7)(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%	5/5/2025	$	43,534		42,827			43,207
		A&R Logistics, Inc.(7)(15)(19)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%	5/5/2025	$	2,448		2,408			2,430
		A&R Logistics, Inc.(7)(15)(19)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%	5/5/2025	$	6,035		5,961			5,989
		A&R Logistics, Inc.(7)(15)(19)	First Lien Senior Secured Loan	L+ 6.50%		7.50	%	5/5/2025	$	2,743		2,717			2,743
		ARL Holdings, LLC(14)(19)(25)	Equity Interest	—		—		—		—		445			522
		ARL Holdings, LLC(14)(19)(25)	Equity Interest	—		—		—		9		9			16
		ENC Holding Corporation(12)(18)(19)(29)	First Lien Senior Secured Loan	L+ 4.00%		4.25	%	5/30/2025	$	10,173		10,163			10,072
		Grammer Investment Holdings LLC(14)(19)(25)	Equity Interest	—		—		—		1,011		1,011			805
		Grammer Investment Holdings LLC(19)(25)(26)	Preferred Equity	10% PIK		10.00	%	—		7		714			754
		Grammer Investment Holdings LLC(14)(19)(25)	Warrants	—		—		—		122		—			—
		Grammer Purchaser, Inc.(3)(12)(15)(19)(29)	First Lien Senior Secured Loan— Revolver	—		—		9/30/2024	$	—		6			—
		Grammer Purchaser, Inc.(12)(15)(19)(29)	First Lien Senior Secured Loan— Revolver	L+ 4.75%		5.75	%	9/30/2024	$	9,277		9,128			9,277
		Omni Logistics, LLC(15)(19)(21)	Second Lien Senior Secured Loan	L+ 9.00%		10.00	%	12/30/2027	$	13,770		13,427			13,426
		PS HoldCo, LLC(12)(15)(29)	First Lien Senior Secured Loan	L+ 4.75%		5.75	%	3/13/2025	$	22,295		22,286			21,849
										Transportation: Cargo Total	$	111,012		$	111,044			10.3	%
	Transportation: Consumer	Toro Private Investments II, L.P.(6)(14)(19)(25)	Equity Interest	—		—		—		3,090		3,090			1,969
		Toro Private Investments II, L.P.(6)(12)(18)(29)	First Lien Senior Secured Loan	L+ 5.00%		5.25	%	5/29/2026	$	6,715		4,484			4,605
										Transportation: Consumer Total	$	7,574		$	6,574			0.6	%
	Wholesale	Abracon Group Holding, LLC(14)(19)(25)	Equity Interest	—		—		—		2		1,833			1,618
		Abracon Group Holding, LLC(2)(3)(5)(15)(19)	First Lien Senior Secured Loan— Revolver	—		—		7/18/2024	$	—		(25	)		(50	)

25

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index(1)	Interest Rate			Maturity Date		Principal/Shares(9)		Cost			Market Value	% of NAV(4	)
		Abracon Group Holding, LLC(7)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 5.75%		6.75	%		7/18/2024	$	35,639		35,511		35,015
		Aramsco, Inc.(2)(3)(5)(7)(18)(19)	First Lien Senior Secured Loan— Revolver	—		—			8/28/2024	$	—		(36	)	(51)
		Aramsco, Inc.(7)(12)(18)(19)(21)(29)	First Lien Senior Secured Loan	L+ 5.25%		5.40	%		8/28/2024	$	24,042		23,729		23,681
		Armor Group, LP(14)(19)(25)	Equity Interest	—		—			—		10		1,012		2,126
		PetroChoice Holdings, Inc.(12)(15)(29)	First Lien Senior Secured Loan	L+ 5.00%		6.00	%		8/19/2022	$	9,844		9,794		9,450
		PetroChoice Holdings, Inc.(12)(15)(29)	First Lien Senior Secured Loan	L+ 5.00%		6.00	%		8/19/2022	$	6,514		6,430		6,253
											Wholesale Total	$	78,248		$78,042	7.3	%
											Non-Controlled/Non-Affiliate Investments Total	$	2,281,809		$2,261,461	211.7	%
Non-Controlled/Affiliate Investments
	Beverage, Food & Tobacco	ADT Pizza, LLC(10)(14)(19)(25)	Equity Interest	—		—			—		6,720		6,720		15,918
											Beverage, Food & Tobacco Total	$	6,720		$15,918	1.5	%
	Energy: Oil & Gas	Blackbrush Oil & Gas, L.P.(10)(14)(19)(25)	Equity Interest	—		—			—		1,123		—		—
		Blackbrush Oil & Gas, L.P.(10)(14)(19)(25)	Preferred Equity	—		—			—		36		10,104		10,239
		Blackbrush Oil & Gas, L.P.(10)(12)(15)(19)(26)(29)	First Lien Senior Secured Loan	L+ 5.00% (2% PIK)		8.00	%		9/3/2025	$	12,089		12,089		12,089
											Energy: Oil & Gas	$	22,193		$22,328	2.1	%
	Transportation: Consumer	Direct Travel, Inc.(10)(18)(19)(21)	First Lien Senior Secured Loan	L+ 1.00%		1.25	%		10/2/2023	$	4,404		4,404		4,404
		Direct Travel, Inc.(10)(14)(19)(25)	Equity Interest	—		—			—		68		—		—
		Direct Travel, Inc.(7)(10)(15)(19)(26)	First Lien Senior Secured Loan— Delayed Draw	L+ 1.00% (8.25% PIK)		9.50	%		10/2/2023	$	3,100		3,100		2,588
		Direct Travel, Inc.(7)(10)(15)(19)(26)	First Lien Senior Secured Loan— Delayed Draw	L+ 1.00% (8.25% PIK)		9.50	%		10/2/2023	$	1,572		1,572		1,313
		Direct Travel, Inc.(7)(10)(15)(19)(21)(26)	First Lien Senior Secured Loan	L+ 1.00% (8.27% PIK)		9.50	%		10/2/2023	$	52,948		52,948		44,212
		Direct Travel, Inc.(3)(10)(15)(19)(28)	First Lien Senior Secured Loan— Delayed Draw	L+ 6.00%		7.00	%		10/2/2023	$	1,950		1,950		1,950
		Direct Travel, Inc.(10)(18)(19)(28)	First Lien Senior Secured Loan	L+ 6.00%		7.00	%		10/2/2023	$	202		202		202
											Transportation: Consumer	$	64,176		$54,669	5.1	%
											Non-Controlled/Affiliate Investments Total	$	93,089		$92,915	8.7	%
Controlled Affiliate Investments
	Aerospace & Defense	ACC Holdco, LLC(10)(11)(19)(25)	Preferred Equity	—		16.00	%		—		10,828		10,824		10,828
		Air Comm Corporation LLC(10)(11)(12)(15)(19)(21)(29)	First Lien Senior Secured Loan	L+ 6.50%		7.50	%		6/30/2025	$	27,023		26,362		26,484
		BCC Jetstream Holdings Aviation (Off I), LLC(3)(6)(10)(11)(19)(20)(25)	Equity Interest	—		—			—		11,863		11,863		11,703
		BCC Jetstream Holdings Aviation (On II), LLC(10)(11)(19)(20)(25)	Equity Interest	—		—			—		1,116		1,116		629
		BCC Jetstream Holdings Aviation (On II), LLC(3)(10)(11)(19)(20)(26)	First Lien Senior Secured Loan	—		10.00	%PIK		6/2/2022	$	6,712		6,712		6,712
		Gale Aviation (Offshore) Co(6)(10)(11)(19)(25)	Equity Interest	—		—			—		84		83,656		66,448
											Aerospace & Defense Total	$	140,533		$122,804	11.5	%
	Transportation: Cargo	Lightning Holdings B, LLC(6)(10)(11)(19)(25)	Equity Interest	—		—			—		7,308		7,308		7,308
												$	7,308		$7,308	0.7	%

26

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index(1)		Interest Rate			Maturity Date		Principal/Shares(9)		Cost		Market Value		% of NAV(4)
												Controlled Affiliate Investments Total	$	147,841	$	130,112	12.2	%
												Investments Total	$	2,522,739	$	2,484,488	232.6	%
Cash Equivalents
	Cash Equivalents	Goldman Sachs Financial Square Government Fund Institutional Share Class	Cash Equivalents		—		0.03	%		—	$	1,846		1,846		1,846
	Cash Equivalents	Goldman Sachs US Treasury Liquid Reserves Fund(30)	Cash Equivalents		—		0.01	%		—	$	53,106		53,106		53,106
												Cash Equivalents Total	$	54,952	$	54,952	5.2	%
												Investments and Cash Equivalents Total	$	2,577,691	$	2,539,440	237.8	%

Forward Foreign Currency Exchange Contracts

 

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)(8)
US DOLLARS 183	CANADIAN DOLLAR 256	Bank of New York Mellon	4/14/2021	$	(18	)
US DOLLARS 088	CANADIAN DOLLAR 122	Bank of New York Mellon	4/15/2021		(7	)
US DOLLARS 141	EURO 129	Bank of New York Mellon	4/15/2021		(17	)
POUND STERLING 6,460	US DOLLARS 8,406	Bank of New York Mellon	9/10/2021		(440	)
US DOLLARS 7,609	EURO 6,840	Citibank	3/26/2021		(776	)
US DOLLARS 5,616	CANADIAN DOLLAR 7,662	Citibank	4/15/2021		(400	)
US DOLLARS 4,217	EURO 3,731	Citibank	4/15/2021		(359	)
US DOLLARS 12,756	EURO 11,200	Citibank	5/21/2021		(990	)
US DOLLARS 31,103	EURO 27,540	Goldman Sachs	3/9/2021		(2,644	)
US DOLLARS 82,431	EURO 72,370	Goldman Sachs	5/21/2021		(6,395	)
US DOLLARS 16,734	AUSTRALIAN DOLLARS 23,870	Goldman Sachs	6/7/2021		(1,630	)
US DOLLARS 19,442	POUND STERLING 14,522	Goldman Sachs	6/7/2021		434
US DOLLARS 97,874	POUND STERLING 77,470	Goldman Sachs	6/7/2021		(8,159	)
US DOLLARS 8,606	DANISH KRONE 56,290	Goldman Sachs	6/7/2021		(642	)
US DOLLARS 2,794	CANADIAN DOLLAR 3,713	Goldman Sachs	9/10/2021		(121	)
US DOLLARS 8,187	NORWEGIAN KRONE 74,020	Goldman Sachs	9/10/2021		(450	)
				$	(22,614	)

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR LIBOR”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), or the Prime Rate (“Prime” or “P”) and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, or Prime and the current weighted average interest rate in effect at December 31, 2020. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, or Prime interest rate floor.

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

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

(4) Percentages are based on the Company’s net assets of $1,068,004 as of December 31, 2020.

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

(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2020, non-qualifying assets totaled 17.6% of the Company’s total assets.

(7) Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution LLC. See Note 6 “Debt”.

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

(9) The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. Share amounts of equity investments are presented in thousands. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian krone, AUD represents Australian, CAD represents Canadian Dollar and DKK represents Kroner.

(10) As defined in the 1940 Act, the portfolio company is deemed to be an “Affiliated Investment” of the Company as the Company owns 5% or more of the portfolio company’s securities.

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

(12) Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer. See Note 6 “Debt”.

(13) $85 of the total par amount for this security is at P+ 4.75%.

(14) Non-Income Producing.

(15) Loan includes interest rate floor of 1.00%.

(16) Loan includes interest rate floor of 0.75%.

(17) Loan includes interest rate floor of 0.50%.

(18) Loan includes interest rate floor of 0.00%.

(19) Security valued using unobservable inputs (Level 3).

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

(21) Assets or a portion thereof are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6 “Debt”.

(22) $751 of the total par amount for this security is at P+ 4.50%.

(23) $992 of the total par amount for this security is at L+ 5.75%.

(24) $1,621 of the total par amount for this security is at P+ 4.50%.

(25) Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2020, the aggregate fair value of these securities is $157,618 or 14.76% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

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Investment	Acquisition Date
BCC Jetstream Holdings Aviation (On II), LLC—Equity Interest	6/1/2017
BCC Jetstream Holdings Aviation (Off I), LLC—Equity Interest	6/1/2017
CB Titan Holdings, Inc.—Preferred Equity	11/14/2017
Abracon Group Holding, LLC.—Equity Interest	7/18/2018
Armor Group, LP—Equity Interest	8/28/2018
Grammer Investment Holdings LLC—Warrants	10/1/2018
Grammer Investment Holdings LLC—Equity Interest	10/1/2018
Grammer Investment Holdings LLC—Preferred Equity	10/1/2018
ADT Pizza, LLC—Equity Interest	10/29/2018
PP Ultimate Holdings B, LLC—Equity Interest	12/20/2018
FCG Acquisitions, Inc.—Preferred Equity	1/24/2019
WCI-HSG HOLDCO, LLC—Preferred Equity	2/22/2019
Toro Private Investments II, L.P.—Equity Interest	3/19/2019
ARL Holdings, LLC.—Equity Interest	5/3/2019
ARL Holdings, LLC.—Equity Interest	5/3/2019
ACC Holdco, LLC.—Equity Interest	6/28/2019
Kellstrom Aerospace Group, Inc—Equity Interest	7/1/2019
East BCC Coinvest II,LLC—Equity Interest	7/23/2019
Gale Aviation (Offshore) Co—Equity Interest	8/2/2019
Ventiv Topco, Inc.—Equity Interest	9/3/2019
TLC Holdco LP—Equity Interest	10/11/2019
Elk Parent Holdings, LP—Equity Interest	11/1/2019
Elk Parent Holdings, LP—Preferred Equity	11/1/2019
Precision Ultimate Holdings, LLC—Equity Interest	11/6/2019
Elevator Holdco Inc.—Equity Interest	12/23/2019
Blackbrush Oil & Gas, L.P.—Equity Interest	9/3/2020
Blackbrush Oil & Gas, L.P.—Preferred Equity	9/3/2020
Direct Travel, Inc.—Equity Interest	10/2/2020
Lightning Holdings—Equity Interest	11/5/2020
MZR Aggregator—Equity Interest	12/22/2020

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

(27) Asset has been placed on non-accrual.

(28) Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution Holdco LLC. See Note 6 “Debt”.

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

(30) Cash equivalents include $27,026 of restricted cash.

(31) Loan includes interest rate floor of 2.00%.

(32) Loan includes interest rate floor of 1.50%.

(33) $2 of the total par amount for this security is at P+ 5.50%.

See Notes to Consolidated Financial Statements

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 BAIN CAPITAL SPECIALTY FINANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except share and per share data)

Note 1. Organization

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

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

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

Our operations comprise only a single reportable segment.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020.

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Basis of Consolidation

The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCSF I, LLC, BCSF II-C, LLC, BCSF CFSH, LLC, BCSF CFS, LLC, BCC Middle Market CLO 2018-1, LLC, and BCC Middle Market CLO 2019-1, LLC in its consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the consolidated statements of assets and liabilities as investments at fair value.

Use of Estimates

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

Valuation of Portfolio Investments

Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the Board of Directors of the Company (the “Board”), based on, among other things, the input of the Advisor, the Company’s audit committee of the Board (the “Audit Committee”) and one or more independent third-party valuation firms engaged by the Board.

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

With respect to investments for which market quotations are not readily available, the Advisor will undertake a multi-step valuation process, which includes among other things, the below:

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

• Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor. Agreed upon valuation recommendations are presented to the Audit Committee;

• The Audit Committee of the Board reviews the valuations presented and recommends values for each of the investments to the Board; and

• The Board will discuss valuations and determine the fair value of each investment in good faith based upon, among other things, the input of the Advisor, independent valuation firms, where applicable, and the Audit Committee.

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

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

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

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

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

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

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

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

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Securities Transactions, Revenue Recognition and Expenses

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

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

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

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

Expenses are recorded on an accrual basis.

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Non-Accrual Loans

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of June 30, 2021, there were no loans on non-accrual. As of December 31, 2020, there was one loan placed on non-accrual status.

Distributions

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

The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

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

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Dividend Reinvestment Plan

The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who elected to “opt in” to the Company’s dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Subsequent to the IPO, stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Offering Costs

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

Cash, Restricted Cash, and Cash Equivalents

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

Foreign Currency Translation

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

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Forward Currency Exchange Contracts

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

Changes in net unrealized appreciation (depreciation) are recorded on the consolidated statements of operations in net change in unrealized appreciation (depreciation) on forward currency exchange contracts. Net realized gains and losses are recorded on the consolidated statements of operations in net realized gain (loss) on forward currency exchange contracts.

Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.

Deferred Financing Costs and Debt Issuance Costs

The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the consolidated statements of assets and liabilities.

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Income Taxes

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

The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through June 30, 2021 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2021. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. BCSF I, LLC, BCSF II-C, LLC, BCSF CFSH, LLC, BCSF CFS, LLC, BCC Middle Market CLO 2018-1, LLC, and BCC Middle Market CLO 2019-1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of June 30, 2021, the tax years that remain subject to examination are from 2017 forward.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its consolidated financial statements.

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Note 3. Investments

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of June 30, 2021 (with corresponding percentage of total portfolio investments):

	As of June 30, 2021
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loans	$	1,911,749		81.5	%	$	1,881,504		81.1	%
Equity Interest		141,052		6.0			136,579		5.9
Second Lien Senior Secured Loan		117,236		5.0			115,172		5.0
Subordinated Note Investment Vehicles (1)		97,360		4.2			97,360		4.2
Preferred equity		29,361		1.3			37,043		1.6
Equity Interest Investment Vehicles (1)		31,610		1.3			35,303		1.5
Subordinated Debt		16,563		0.7			16,579		0.7
Warrants		2		0.0			—		0.0
Total	$	2,344,933		100.0	%	$	2,319,540		100.0	%

⁽¹⁾ Represents debt and equity investment in ISLP

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2020 (with corresponding percentage of total portfolio investments):

	As of December 31, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loans	$	2,193,827		87.0	%	$	2,164,910		87.1	%
Second Lien Senior Secured Loans		167,698		6.6			161,960		6.6
Equity Interests		131,491		5.2			119,905		4.8
Preferred Equity		29,723		1.2			37,713		1.5
Warrants		—		0.0			—		0.0
Total	$	2,522,739		100.0	%	$	2,484,488		100.0	%

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of June 30, 2021 (with corresponding percentage of total portfolio investments):

	As of June 30, 2021
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
United States	$	2,101,306		89.6	%	$	2,088,068		90.1	%
United Kingdom		80,307		3.4			80,923		3.6
Cayman Islands		93,788		4.0			79,763		3.4
Germany		26,488		1.1			26,245		1.1
Ireland		20,861		0.9			21,298		0.9
Luxembourg		12,921		0.6			14,501		0.6
Australia		7,631		0.4			7,120		0.3
Canada		972		0.0			955		0.0
Israel		343		0.0			349		0.0
Sweden		184		0.0			177		0.0
France		132		0.0			141		0.0
Total	$	2,344,933		100.0	%	$	2,319,540		100.0	%

38

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2020 (with corresponding percentage of total portfolio investments):

	As of December 31, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
United States	$	2,094,741		83.0	%	$	2,055,861		82.7	%
United Kingdom		106,768		4.2			110,706		4.5
Cayman Islands		90,964		3.7			73,756		3.0
Luxembourg		51,840		2.1			56,010		2.3
Germany		38,773		1.5			43,085		1.7
Israel		34,414		1.4			35,068		1.4
Ireland		20,805		0.8			21,097		0.8
Jersey		17,819		0.7			19,206		0.8
Sweden		18,428		0.7			17,984		0.7
Australia		14,099		0.6			15,707		0.6
France		13,142		0.5			13,946		0.6
Netherlands		11,036		0.4			11,479		0.5
Canada		9,910		0.4			10,583		0.4
Total	$	2,522,739		100.0	%	$	2,484,488		100.0	%

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of June 30, 2021 (with corresponding percentage of total portfolio investments):

	As of June 30, 2021
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Aerospace & Defense	$	331,968		14.2	%	$	307,751		13.3	%
High Tech Industries		211,114		9.0			212,588		9.2
Consumer Goods: Non-Durable		195,494		8.3			197,349		8.5
Services: Business		142,601		6.1			136,678		5.9
Healthcare & Pharmaceuticals		136,797		5.8			135,902		5.9
Investment Vehicles (2)		128,970		5.5			132,663		5.7
Capital Equipment		117,519		5.0			117,200		5.1
Transportation: Cargo		106,532		4.5			108,133		4.7
Construction & Building		106,306		4.5			106,981		4.6
Automotive		91,656		3.9			92,233		4.0
Wholesale		80,881		3.4			82,565		3.6
Energy: Oil & Gas		69,071		2.9			76,153		3.3
Chemicals, Plastics & Rubber		68,507		2.9			69,964		3.0
Transportation: Consumer		76,608		3.3			65,783		2.8
Services: Consumer		64,060		2.7			65,413		2.8
Consumer Goods: Durable		64,194		2.7			58,148		2.5
FIRE: Insurance (1)		52,868		2.4			54,023		2.3
Hotel, Gaming & Leisure		53,278		2.3			51,972		2.2
Media: Diversified & Production		52,951		2.3			51,888		2.2
Media: Advertising, Printing & Publishing		56,210		2.4			47,053		2.0
Retail		44,841		1.9			45,359		2.0
Telecommunications		39,898		1.7			40,228		1.7
FIRE: Finance (1)		18,955		0.8			19,243		0.8
Beverage, Food & Tobacco		7,766		0.3			18,034		0.8
Banking		14,397		0.6			14,649		0.6
FIRE: Real Estate (1)		10,940		0.5			11,020		0.5
Media: Broadcasting & Subscription		434		0.1			448		0.0
Containers, Packaging, & Glass		117		0.0			119		0.0
Total	$	2,344,933		100.0	%	$	2,319,540		100.0	%

⁽¹⁾ Finance, Insurance, and Real Estate (“FIRE”).

⁽²⁾ Represents debt and equity investment in ISLP.

39

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2020 (with corresponding percentage of total portfolio investments):

	As of December 31, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Aerospace & Defense	$	331,174		13.1	%	$	296,553		11.9	%
High Tech Industries		294,046		11.7			295,486		11.9
Healthcare & Pharmaceuticals		219,147		8.7			221,605		8.9
Capital Equipment		188,123		7.5			193,287		7.8
Consumer Goods: Non-Durable		190,216		7.5			189,229		7.5
Services: Business		181,037		7.1			175,560		7.1
Transportation: Cargo		118,320		4.7			118,352		4.8
Construction & Building		105,567		4.2			104,999		4.2
Services: Consumer		76,341		3.0			78,697		3.2
Wholesale		78,248		3.1			78,042		3.1
Chemicals, Plastics & Rubber		75,808		3.0			76,463		3.1
Energy: Oil & Gas		68,198		2.7			68,807		2.7
FIRE: Insurance (1)		65,017		2.6			67,125		2.7
Automotive		66,470		2.6			66,100		2.7
Transportation: Consumer		71,750		2.8			61,243		2.5
Consumer Goods: Durable		59,399		2.3			58,065		2.3
Hotel, Gaming & Leisure		52,389		2.1			49,893		2.0
Media: Diversified & Production		47,810		1.9			48,470		2.0
Media: Broadcasting & Subscription		43,299		1.7			45,036		1.8
Media: Advertising, Printing & Publishing		47,143		1.9			41,140		1.7
Retail		39,050		1.5			39,050		1.6
Telecommunications		21,680		0.9			21,543		0.9
Energy: Electricity		21,979		0.9			21,249		0.9
Beverage, Food & Tobacco		12,087		0.5			21,024		0.8
Banking		14,058		0.6			13,622		0.5
Containers, Packaging, & Glass		11,659		0.5			11,781		0.5
FIRE: Finance (1)		11,830		0.5			11,778		0.5
FIRE: Real Estate (1)		10,894		0.4			10,289		0.4
	$	2,522,739		100.0	%	$	2,484,488		100.0	%

⁽¹⁾ Finance, Insurance, and Real Estate (“FIRE”).

40

International Senior Loan Program, LLC

On February 9, 2021, the Company and Pantheon ("Pantheon"), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. The Company and Pantheon committed to initially provide $138.3 million of debt and $43.9 million of equity capital, to ISLP. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Pursuant to the terms of the transaction, Pantheon invested $50.0 million to acquire a 29.5% stake in ISLP. The Company contributed debt investments of $317.1 million for a 70.5% stake in ISLP, and received a one-time gross distribution of $190.2 million in cash in consideration of contributing such investments. As of June 30, 2021, the Company’s investment in ISLP consisted of subordinated notes of $97.4 million, and equity interests of $35.3 million.

In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to ISLP. Since inception, the Company had sold $377.2 million of its investments to ISLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.

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

As of June 30, 2021, ISLP had $394.5 million in debt investments, at fair value.

Additionally, ISLP, through a wholly-owned subsidiary, has entered into a $300.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 225 basis points with JP Morgan through its wholly-owned subsidiary, subject to leverage and borrowing base restrictions (the “ISLP Credit Facility”). The maturity date of the ISLP Credit Facility is February 9, 2026. As of June 30, 2021 the ISLP Credit Facility had $219.5 million of outstanding debt under the credit facility. As of June 30, 2021, the effective rate on the ISLP Credit Facility was 2.3% per annum.

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

	As of June 30, 2021
Total investments	$	394,503
Weighted average yield on investments		6.6	%
Number of borrowers in ISLP		21
Largest portfolio company investment	$	44,291
Total of five largest portfolio company investments	$	180,605
Unfunded commitments	$	5,805

Below is a listing of ISLP’s individual investments as of:

41

International Senior Loan Program, LLC

Consolidated Schedule of Investments

As of June 30, 2021

in thousands

(unaudited)

			17	13	14.00	%	1/15/1900	$	3		6		10
Currency	Industry	Portfolio Company	Investment Type	Spread Above Index	Interest Rate		Maturity Date		Principal/Shares		Cost		Market Value	% of NAV
Australian Dollar
	Healthcare & Pharmaceuticals	Datix Bidco Limited	First Lien Senior Secured Loan	BBSW+ 4.50%	4.65	%	4/28/2025	AUD	4,169		3,287		3,126
									Healthcare & Pharmaceuticals Total	$	3,287	$	3,126	6.4	%
	Information Technology Services	LEAP Legal Software PTY Ltd	First Lien Senior Secured Loan	BBSY+ 5.75%	6.75	%	9/12/2024	AUD	30,167		22,849		22,842
									Information Technology Services Total	$	22,849	$	22,842	46.4	%
	Services: Consumer	Zeppelin BidCo Pty Limited	First Lien Senior Secured Loan	BBSY+ 5.00%	5.07	%	6/28/2024	AUD	20,415		16,023		15,305
									Services: Consumer Total	$	16,023	$	15,305	31.1	%
									Australian Dollar Total	$	42,159	$	41,273	83.9	%
British Pounds
	Healthcare & Pharmaceuticals	Datix Bidco Limited	Second Lien Senior Secured Loan	GBP LIBOR+ 7.75%	7.86	%	4/27/2026	£	12,013		16,916		16,577
		Datix Bidco Limited	First Lien Senior Secured Loan - Revolver	-	-		10/28/2024	£	-		-		-
									Healthcare & Pharmaceuticals Total	$	16,916	$	16,577	33.7	%
	High Tech Industries	Everest Bidco	Second Lien Senior Secured Loan	GBP LIBOR+ 7.50%	8.50	%	7/3/2026	£	10,114		14,243		13,957
									High Tech Industries Total	$	14,243	$	13,957	28.4	%
	Media: Diversified & Production	International Entertainment Investments Limited	First Lien Senior Secured Loan	GBP LIBOR+ 4.75%	7.35	%	5/31/2023	£	8,626		12,109		11,866
									Media: Diversified & Production Total	$	12,109	$	11,866	24.1	%
	Services: Business	Comet Bidco Limited	First Lien Senior Secured Loan	GBP LIBOR+ 5.25%	5.37	%	9/30/2024	£	7,362		9,305		9,495
									Services: Business Total	$	9,305	$	9,495	19.3	%
	Services: Consumer	Surrey Bidco Limited	First Lien Senior Secured Loan	GBP LIBOR+ 7.00%	7.50	%	5/11/2026	£	4,954		6,667		6,443
									Services: Consumer Total	$	6,667	$	6,443	13.1	%
									British Pounds Total	$	59,240	$	58,338	118.6	%
Canadian Dollar
	Healthcare & Pharmaceuticals	9 Story Media Group Inc.	First Lien Senior Secured Loan - Revolver	CDOR+ 5.25%	6.25	%	4/30/2026	CAD	149		28		29
		9 Story Media Group Inc.	First Lien Senior Secured Loan	CDOR+ 5.50%	6.25	%	4/30/2026	CAD	7,201		5,717		5,803
									Healthcare & Pharmaceuticals Total	$	5,745	$	5,832	11.9	%
	Retail & Wholesale	New Look Vision Group Inc.	First Lien Senior Secured Loan	CDOR+ 5.0%	6.50	%	5/26/2028	CAD	18,147		14,811		14,406
									Retail & Wholesale Total	$	14,811	$	14,406	29.3	%
									Canadian Dollar Total	$	20,556	$	20,238	41.2	%
Danish Krone
	High Tech Industries	VPARK BIDCO AB	First Lien Senior Secured Loan	CIBOR+ 4.00%	4.75	%	3/10/2025	DKK	56,429		9,231		8,991
									High Tech Industries Total	$	9,231	$	8,991	18.3	%
									Danish Krone Total	$	9,231	$	8,991	18.3	%
European Currency
	Chemicals, Plastics & Rubber	Niacet Corporation	First Lien Senior Secured Loan	EURIBOR+ 4.5%	5.50	%	2/1/2024	€	3,425		4,102		4,028
									Chemicals, Plastics & Rubber Total	$	4,102	$	4,028	8.2	%
	Healthcare & Pharmaceuticals	Mendel Bidco, Inc.	First Lien Senior Secured Loan	EURIBOR+ 4.50%	4.50	%	6/17/2027	€	9,933		12,026		11,770
		Mertus 522. GmbH	First Lien Senior Secured Loan - Delayed Draw	EURIBOR+ 6.25%	6.25	%	5/28/2026	€	12,999		15,666		15,249
		Mertus 522. GmbH	First Lien Senior Secured Loan	EURIBOR+ 6.25%	6.25	%	5/28/2026	€	22,244		26,806		26,093
									Healthcare & Pharmaceuticals Total	$	54,498	$	53,112	108.0	%
	Media: Broadcasting & Subscription	Vital Holdco Limited	First Lien Senior Secured Loan	EURIBOR+ 5.25%	5.25	%	5/29/2026	€	7,838		9,535		9,287
									Media: Broadcasting & Subscription Total	$	9,535	$	9,287	18.9	%
	Media: Diversified & Production	9 Story Media Group Inc.	First Lien Senior Secured Loan	EURIBOR+ 5.25%	5.25	%	4/30/2026	€	3,879		4,718		4,596
									Media: Diversified & Production Total	$	4,718	$	4,596	9.3	%
	Media: Diversified & Production	Aptus 1724 Gmbh	First Lien Senior Secured Loan	EURIBOR+ 6.00%	6.25	%	2/23/2028	€	30,000		35,033		35,547
	Business Equipment and Services	SumUp Holdings Luxembourg S.à.r.l.	First Lien Senior Secured Loan - Delayed Draw	EURIBOR+ 8.50%	10.00	%	2/17/2026	€	21,000		25,014		24,883
									Media: Diversified & Production Total	$	60,047	$	60,430	122.8	%
									European Currency Total	$	132,900	$	131,453	267.2	%
Norwegian Krone
	High Tech Industries	VPARK BIDCO AB	First Lien Senior Secured Loan	NIBOR+ 4.00%	4.75	%	3/10/2025	NOK	73,280		8,651		8,506
									High Tech Industries Total	$	8,651	$	8,506	17.3	%
									Norwegian Krone Total	$	8,651	$	8,506	17.3	%
U.S. Dollars
	Automotive	CST Buyer Company	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	10/3/2025	$	14,927		14,927		14,927
									Automotive Total	$	14,927	$	14,927	30.3	%
	Containers, Packaging, & Glass	Automate Intermediate Holdings II S.à r.l.	Second Lien Senior Secured Loan	L+ 7.75%	7.85	%	7/22/2027	$	11,752		11,668		11,752
									Containers, Packaging, & Glass Total	$	11,668	$	11,752	23.9	%
	Healthcare & Pharmaceuticals	Golden State Buyer, Inc.	First Lien Senior Secured Loan	L+ 4.75%	5.50	%	6/22/2026	$	14,779		14,701		14,779
									Healthcare & Pharmaceuticals Total	$	14,701	$	14,779	30.0	%
	High Tech Industries	CB Nike IntermediateCo Ltd	First Lien Senior Secured Loan - Revolver	-	-		10/31/2025	$	-		-		-
		CB Nike IntermediateCo Ltd	First Lien Senior Secured Loan	L+ 4.75%	5.75	%	10/31/2025	$	34,542		34,542		34,542
		Utimaco, Inc.	First Lien Senior Secured Loan	L+ 4.00%	4.15	%	8/9/2027	$	14,701		14,701		14,701
									High Tech Industries Total	$	49,243	$	49,243	100.1	%
	Media: Broadcasting & Subscription	Vital Holdco Limited	First Lien Senior Secured Loan	L+ 5.25%	6.25	%	5/29/2026	$	35,004		35,004		35,004
									Media: Broadcasting & Subscription Total	$	35,004	$	35,004	71.2	%
									U.S. Dollars Total	$	125,543	$	125,704	255.5	%
									Total	$	398,280	$	394,503	802.0	%

42

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
EURO 1,843	AUSTRALIAN DOLLARS 2,855		7/19/2021	$	44
EURO 564	CANADIAN DOLLARS 847		7/19/2021		(14	)
EURO 882	DANISH KRONE 6,559		7/19/2021		(0	)
EURO 7,667	BRITISH POUNDS 6,667		7/19/2021		(113	)
EURO 847	NORWEGIAN KRONE 8,517		7/19/2021		15
EURO 12,229	US DOLLARS 14,683		7/19/2021		(164	)
EURO 1,050	US DOLLARS 1,271		7/19/2021		(24	)
US DOLLARS 8,562	AUSTRALIAN DOLLARS 11,053		7/19/2021		262
US DOLLARS 2,622	CANADIAN DOLLARS 3,278		7/19/2021		(26	)
US DOLLARS 4,098	DANISH KRONE 25,389		7/19/2021		45
US DOLLARS 29,553	EURO 26,615		7/19/2021		329
US DOLLARS 553	EURO 457		7/19/2021		11
US DOLLARS 35,635	BRITISH POUNDS 25,809		7/19/2021		(40	)
US DOLLARS 3,940	NORWEGIAN KRONE 32,971		7/19/2021		105
				$	430

43

Below is the financial information for ISLP:

Selected Balance Sheet Information

	As of
	June 30, 2021
Investments at fair value (cost - $398,280)	$	394,503
Cash		9,423
Foreign cash		3,729
Deferred financing costs		2,223
Other assets		4,425
Total assets	$	414,303
Debt	$	219,529
Subordinated notes payable to members		137,857
Dividend payable		1,100
Other payables		6,626
Total liabilities	$	365,112
Members’ equity		49,191
Total liabilities and members’ equity	$	414,303

Selected Statement of Operations Information

	For the Three Months Ended			For the Six Months Ended
	June 30, 2021			June 30, 2021
Investment Income
Interest Income	$	6,010		$	8,112
Other		—			—
Total investment income		6,010			8,112
Expenses
Interest and debt financing expenses		1,353			1,908
Interest expense on members subordinated notes		3,137			4,444
General and administrative expenses		401			758
Total expenses		4,891			7,110
Net investment income		1,119			1,002
Net realized and unrealized gain (losses)
Net realized gain (loss) on investments		2			(20	)
Net realized gain (loss) on foreign currency transactions		(678	)		2,666
Net realized gain (loss) on forward contracts		1,194			1,194
Net unrealized gain (loss) on foreign currency		1,877			4,869
Net change in unrealized appreciation (depreciation) on forward contracts		(1,223	)		430
Net change in unrealized appreciation (depreciation) on investments		309			(3,777	)
Net gain (loss) on investments		1,481			5,362
Net increase (decrease) in members’ equity resulting from operations	$	2,600		$	6,364

44

Note 4. Fair Value Measurements

Fair Value Disclosures

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of June 30, 2021, according to the fair value hierarchy:

					Fair Value Measurements
	Level 1		Level 2		Level 3		Measured at Net Asset Value (2)		Total
Investments:
First Lien Senior Secured Loans	$	—	$	137,682	$	1,743,822		—	$	1,881,504
Equity Interests		—		—		136,579		—		136,579
Second Lien Senior Secured Loans		—		12,326		102,846		—		115,172
Subordinated Note in Investment Vehicles (1)		—		—		97,360		—		97,360
Preferred Equity		—		—		37,043				37,043
Equity Interest in Investment Vehicles (1)		—		—				35,303		35,303
Subordinated Debt						16,579		—		16,579
Warrants		—		—		—		—		—
Total Investments	$	—	$	150,008	$	2,134,229	$	35,303	$	2,319,540
Cash equivalents	$	85,534	$	—	$	—	$	—	$	85,534
Forward currency exchange contracts (liability)	$	—	$	2,010	$	—	$	—	$	2,010

⁽¹⁾ Represents debt and equity investment in ISLP.

⁽²⁾ In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in ISLP is measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, have not been classified in the fair value hierarchy.

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2020, according to the fair value hierarchy:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Investments:
First Lien Senior Secured Loans	$	—	$	213,760	$	1,951,150	$	2,164,910
Second Lien Senior Secured Loans		—		21,619		140,341		161,960
Equity Interests		—		—		119,905		119,905
Preferred Equity		—		—		37,713		37,713
Warrants		—		—		—		—
Total Investments	$	—	$	235,379	$	2,249,109	$	2,484,488
Cash equivalents	$	54,952	$	—	$	—	$	54,952
Forward currency exchange contracts (liability)	$	—	$	22,614	$	—	$	22,614

45

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2021:

	First Lien Senior Secured Loans			Equity Interests		Second Lien Senior Secured Loans			Subordinated Note in Investment Vehicles (2)		Preferred Equity			Subordinated Debt		Warrants			Total Investments
Balance as of January 1, 2021	$	1,951,150		$	119,905	$	140,341		$	—	$	37,713		$	—	$	—		$	2,249,109
Purchases of investments and other adjustments to cost (1)		390,853			9,563		44,741			97,360		3,889			16,557		2			562,965
Paid-in-kind interest		5,297			—		—			—		—			—		—			5,297
Net accretion of discounts (amortization of premiums)		2,543			—		244			—		—			6		—			2,793
Proceeds from principal repayments and sales of investments (1)		(641,023	)		—		(86,463	)		—		(11,268	)		—		—			(738,754	)
Net change in unrealized appreciation (depreciation) on investments		(10,791	)		7,111		2,144			—		(309	)		16		(2	)		(1,831	)
Net realized gains (losses) on investments		15,799			—		1,839			—		7,018			—		—			24,656
Transfers out of Level 3		—			—		—			—		—			—		—			—
Transfers to Level 3		29,994			—		—			—		—			—		—			29,994
Balance as of June 30, 2021	$	1,743,822		$	136,579	$	102,846		$	97,360	$	37,043		$	16,579	$	—		$	2,134,229
Change in unrealized appreciation (depreciation) attributable to investments still held at June 30, 2021	$	(5,208	)	$	7,110	$	2,103		$	—	$	(309	)	$	16	$	(2	)	$	3,710

⁽¹⁾ Includes reorganizations and restructuring of investments.

⁽²⁾ Represents debt investment in ISLP.

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the six months ended June 30, 2021, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the six months ended June 30, 2021, transfers from Level 3 to Level 2 were primarily due to increased price transparency.

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The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2020:

	First Lien Senior Secured Loans			First Lien Last Out Loans			Second Lien Senior Secured Loans			Subordinated Debt			Equity Interests			Preferred Equity			Warrants			Total Investments
Balance as of January 1, 2020	$	1,989,621		$	29,300		$	124,027		$	15,000		$	99,293		$	24,318		$	122		$	2,281,681
Purchases of investments and other adjustments to cost		296,668			5,928			—			—			22,314			—			—			324,910
Paid-in-kind interest		1,461			—			—			—			—			33			—			1,494
Net accretion of discounts (amortization of premiums)		2,239			24			179			25			—			—			—			2,467
Proceeds from principal repayments and sales of investments		(193,570	)		(11,628	)		—			—			—			—			—			(205,198	)
Net change in unrealized appreciation (depreciation) on investments		(73,998	)		(1,585	)		(11,757	)		(25	)		(8,651	)		(1,024	)		(22	)		(97,062	)
Net realized losses on investments		(393	)		—			—			—			—			—			—			(393	)
Transfers out of Level 3		(83,029	)		—			(9,014	)		—			—			—			—			(92,043	)
Transfers to Level 3		29,578			—			14,286			—			—			—			—			43,864
Balance as of June 30, 2020	$	1,968,577		$	22,039		$	117,721		$	15,000		$	112,956		$	23,327		$	100		$	2,259,720
Change in unrealized appreciation (depreciation) attributable to investments still held at June 30, 2020	$	(72,637	)	$	(1,399	)	$	(11,757	)	$	(25	)	$	(8,651	)	$	(1,024	)	$	(22	)	$	(95,515	)

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the six months ended June 30, 2020, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the six months ended June 30, 2020, transfers from Level 3 to Level 2 were primarily due to increased price transparency.

Significant Unobservable Inputs

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

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of June 30, 2021 were as follows:

	As of June 30, 2021
	Fair Value of Level 3 Assets (1)		Valuation Technique		Significant Unobservable Inputs		Range of Significant Unobservable Inputs (Weighted Average (2))
First Lien Senior Secured Loans	$	1,518,617		Discounted Cash Flows		Comparative Yields		4.7%-16.1% (8.1%	)
First Lien Senior Secured Loans		71,656		Comparable Company Multiple		EBITDA Multiple		7.5x-7.7x (7.5x	)
First Lien Senior Secured Loans		19,399		Discounted Cash Flows		Discount Rate		10.0	%
First Lien Senior Secured Loans		14,012		Collateral Analysis		Recovery Rate		100.0	%
Second Lien Senior Secured Loans		102,846		Discounted Cash Flows		Comparative Yields		8.8%-14.2% (11.2%	)
Subordinated Note Investment Vehicles		97,360		Discounted Cash Flows		Comparative Yields		9.9%
Equity Interests		90,739		Discounted Cash Flows		Discount Rate		10.0%-16.4% (15.2%	)
Equity Interests		23,940		Comparable Company Multiple		EBITDA Multiple		8.0x-19.0x (13.2x	)
Equity Interests		16,988		Comparable Company Multiple		Comparative Yields		7.0%
Preferred Equity		9,437		Comparable Company Multiple		EBITDA Multiple		7.7x-13.3x (10.0x	)
Preferred Equity		16,778		Discounted Cash Flows		Discount Rate		10.0	%
Warrants		—		Comparable Company Multiple		EBITDA Multiple		7.7x-8.0	x
Total investments	$	1,981,772

(1)	Included within the Level 3 assets of $2,134,229 is an amount of $152,457 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).
(2)	Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

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The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of June 30, 2021. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2020 were as follows:

	As of December 31, 2020
	Fair Value of Level 3 Assets (1)		Valuation Technique		Significant Unobservable Inputs		Range of Significant Unobservable Inputs (Weighted Average(2))
First Lien Senior Secured Loans	$	1,730,334		Discounted Cash Flows		Comparative Yields		4.7%-15.2% (7.7	)%
First Lien Senior Secured Loans		54,669		Comparable Company Multiple		EBITDA Multiple		7.5x-7.5x (7.5x	)
						Probability weighting of alternative outcomes		33.3%-66.7	%
First Lien Senior Secured Loans		18,801		Discounted Cash Flows		Discount Rate		10.0%-10.0% (10.0	)%
First Lien Senior Secured Loans		17,907		Collateral Analysis		Recovery Rate		100	%
Second Lien Senior Secured Loans		103,764		Discounted Cash Flows		Comparative Yields		8.3%-15.7% (10.5	)%
Equity Interests		33,019		Comparable Company Multiple		EBITDA Multiple		7.0x-17.0x (10.0x	)
Equity Interests		78,780		Discounted Cash Flows		Discount Rate		10.0%-16.4% (15.4	)%
Preferred Equity		27,474		Comparable Company Multiple		EBITDA Multiple		7.8x-13.3x (11.5x	)
Preferred Equity		10,239		Discounted Cash Flows		Discount Rate		10.0	%
Warrants		—		Comparable Company Multiple		EBITDA Multiple		7.8x
Total investments	$	2,074,987

(1)	Included within the Level 3 assets of $2,249,109 is an amount of $174,122 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions).
(2)	Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

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The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2020. The significant unobservable input used in the income approach is the comparative yield. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

The fair values of the 2018-1 Notes (as defined in Note 6), which are categorized as Level 3 within the fair value hierarchy as of June 30, 2021 and December 31, 2020, approximate the carrying value of such notes. The fair value of the JPM Credit Facility (as defined in Note 6), which is categorized as Level 3 within the fair value hierarchy as of June 30, 2021 and December 31, 2020, approximates the carrying value of such facility. The fair values of the 2019-1 Debt (as defined in Note 6), which are categorized as Level 3 within the fair value hierarchy as of June 30, 2021 and December 31, 2020, approximate the carrying value of such debt. The fair values of the 2023 Notes (as defined in Note 6), which are categorized as Level 3 within the fair value hierarchy as of June 30, 2021 and December 31, 2020, approximate the carrying value of such notes. The fair values of the 2026 Notes (as defined in Note 6), which are categorized as Level 3 within the fair value hierarchy as of June 30, 2021, approximate the carrying value of such notes.

Note 5. Related Party Transactions

Investment Advisory Agreement

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

Base Management Fee

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

For the three months ended June 30, 2021 and 2020, management fees were $8.6 million and $8.6 million, respectively. For the six months ended June 30, 2021 and 2020, management fees were $17.3 million and $17.4 million, respectively. For the three months ended June 30, 2021, $0.0 million was contractually waived and $2.7 million was voluntarily waived. For the six months ended June 30, 2021, $0.0 million was contractually waived and $4.8 million was voluntarily waived. For the three and six months ended June 30, 2020, there was no contractual or voluntary waivers.

As of June 30, 2021, and December 31, 2020, management fees payable were $5.9 million and $6.3 million, respectively.

Incentive Fee

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

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

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

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Incentive Fee on Pre-Incentive Fee Net Investment Income

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

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

Prior to the calendar quarter that commenced on January 1, 2019 the incentive on income was calculated as follows:

(i)	15.0% of the pre-incentive fee net investment income for the current quarter prior to the IPO; or
(ii)	17.5% of the pre-incentive fee net income for the current quarter after the IPO; and
(i)	15.0% of all remaining pre-incentive fee net investment income above the “catch-up” prior to the IPO, or
(ii)	17.5% of all remaining pre-incentive fee net investment income above the “catch-up” after the IPO.

Beginning with the calendar quarter that commenced on January 1, 2019, the incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commenced on or after January 1, 2019 (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar quarters that commence on or after January 1, 2019) (in either case, the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”

With respect to any calendar quarter that commenced on or after January 1, 2019, pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to our NAV at the beginning of each applicable calendar quarter for our subscriptions (which shall include all issuances by us of shares of our Common Stock, including issuances pursuant to the Company’s dividend reinvestment plan) and distributions during the applicable calendar quarter.

Commencing on January 1, 2019, the quarterly incentive fee based on income is calculated, subject to the Incentive Fee Cap (as defined below), based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the Hurdle Amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” The incentive fee based on income that is paid to the Advisor in respect of a particular calendar quarter will equal the Excess Income Amount less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

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

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

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

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

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Incentive Fee Cap

With respect to any calendar quarter that commences on or after January 1, 2019, the incentive fee based on income is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

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

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

For the three months ended June 30, 2021 and 2020, the Company incurred $8.0 million and $0.0 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations. The Advisor has voluntarily waived $4.5 million and $0.0 million, respectively, of the income incentive fees earned by the Advisor during the three months ended June 30, 2021 and 2020. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

For the six months ended June 30, 2021 and 2020, the Company incurred $14.8 million and $0.0 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations. The Advisor has voluntarily waived $4.5 million and $0.0 million, respectively, of the income incentive fees earned by the Advisor during the six months ended June 30, 2021 and 2020. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

As of June 30, 2021 and December 31, 2020, there was $3.5 million and $3.8 million, respectively, related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

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Annual Incentive Fee Based on Capital Gains

The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date), and equals (i) 15% of our realized capital gains as of the end of the fiscal year prior to the IPO, and (ii) 17.5% of our realized capital gains as of the end of the fiscal year after the IPO. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal 15% before the IPO or 17.5% after the IPO, as applicable, of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

Because the IPO occurred on a date other than the first day of a fiscal year, a capital gains incentive fee was calculated as of the day before the IPO, with such capital gains incentive fee paid to the Advisor following the end of the fiscal year in which the IPO occurred. For the avoidance of doubt, such capital gains incentive fee was equal to 15% of the Company’s realized capital gains on a cumulative basis from inception through the day before the IPO, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Following the IPO, solely for the purposes of calculating the capital gains incentive fee, the Company will be deemed to have previously paid capital gains incentive fees prior to the IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gains incentive fees for all periods prior to the IPO by (b) the percentage obtained by dividing (x) 17.5% by (y) 15%. In the event that the Amended Advisory Agreement shall terminate as of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee.

52

There was no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of June 30, 2021 and December 31, 2020.

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

For the three months ended June 30, 2021 and 2020, the Company incurred no incentive fees related to the GAAP Incentive Fee. For the six months ended June 30, 2021 and 2020, the Company incurred no incentive fees related to the GAAP Incentive Fee. As of June 30, 2021 and December 31, 2020, there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities, respectively.

Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board. The Company incurred expenses related to the Administrator of $0.0 million and $0.0 million for the three months ended June 30, 2021 and 2020, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the Administrator of $0.0 million and $0.0 million for the six months ended June 30, 2021 and 2020, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. As of June 30, 2021 and December 31, 2020, there were $0.0 million and $0.0 million in expenses related to the Administrator that were payable and included in “accounts payable and accrued expenses” in the consolidated statements of assets and liabilities, respectively. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.2 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.

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Resource Sharing Agreement

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

The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, LP (“Bain Capital Credit”), pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Amended Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.

Co-investments

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

Revolving Advisor Loan

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

Related Party Commitments

As of June 30, 2021 and December 31, 2020, the Advisor held 487,756.81 and 487,574.03 shares of the Company’s common stock, respectively. An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. Collectively, these investors held 12,875,920.66 and 12,875,920.66 shares of the Company at June 30, 2021 and December 31, 2020, respectively.

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Non-Controlled/Affiliate and Controlled Affiliate Investments

Transactions during the six months ended June 30, 2021 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:

Portfolio Company	Fair Value as of December 31, 2020		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)			Realized Gains (Losses)		Fair Value as of June 30, 2021		Dividend, Interest, and PIK Income		Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest (1)	$	15,918	$	-	$	-	$	1,070		$	-	$	16,988	$	-	$	-
Blackbrush Oil & Gas, L.P. Equity Interest (1)		-		-		-		-			-		-		-		-
Blackbrush Oil & Gas, L.P. Preferred Equity (1)		10,239		-		-		6,539			-		16,778		-		-
Blackbrush Oil & Gas, L.P. First Lien Senior Secured Loan		12,089		122		-		-			-		12,211		488		-
Direct Travel, Inc. First Lien Senior Secured Loan		4,404		211		-		-			-		4,615		240		-
Direct Travel, Inc. Equity Interest (1)		-		-		-		-			-		-		-		-
Direct Travel, Inc. First Lien Senior Secured Loan–Delayed Draw		2,588		128		-		(118	)		-		2,598		142		-
Direct Travel, Inc. First Lien Senior Secured Loan–Delayed Draw		1,313		66		-		(60	)		-		1,319		76		-
Direct Travel, Inc. First Lien Senior Secured Loan		44,212		2,226		-		(2,024	)		-		44,414		2,566		-
Direct Travel, Inc. First Lien Senior Secured Loan–Delayed Draw		1,950		1,725		-		-			-		3,675		133		-
Direct Travel, Inc. First Lien Senior Secured Loan		202		-		-		-			-		202		7		-
Total Non-Controlled/affiliate investment	$	92,915	$	4,478	$	-	$	5,407		$	-	$	102,800	$	3,652	$	-

Portfolio Company	Fair Value as of December 31, 2020		Gross Additions		Gross Reductions			Change in Unrealized Gains (Losses)			Realized Gains (Losses)			Fair Value as of June 30, 2021		Dividend, Interest, and PIK Income		Other Income
Controlled affiliate investment
ACC Holdco, LLC, Preferred Equity	$	10,828	$	-	$	-		$	-		$	-		$	10,828	$	697	$	-
Air Comm Corporation LLC, First Lien Senior Secured Loan		26,484		72		(69	)		737			-			27,224		1,090		-
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest		629		-		-			(629	)		-			-		50		-
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan		6,712		483		-			(7	)		-			7,188		463		-
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest		11,703		-		-			(727	)		-			10,976		534		-
Gale Aviation (Offshore) Co, Equity Interest		66,448		1,872		-			3,467			-			71,787		2,906		-
International Senior Loan Program, LLC, Equity Interest Investment Vehicle		-		34,847		-			3,693			(3,237	)		35,303		776		-
International Senior Loan Program, LLC, Subordinated Note Investment Vehicle		-		97,360		-			-			-			97,360		3,140		-
Lightning Holdings Equity Interest		7,308		953		-			(285	)		-			7,976		-		-
Total Controlled affiliate investment	$	130,112	$	135,587	$	(69	)	$	6,249		$	(3,237	)	$	268,642	$	9,656	$	-
Total	$	223,027	$	140,065	$	(69	)	$	11,656		$	(3,237	)	$	371,442	$	13,308	$	-

⁽¹⁾ Non-income producing.

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Transactions during the year ended December 31, 2020 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:

Portfolio Company	Fair Value as of December 31, 2019		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)			Realized Gains (Losses)		Fair Value as of December 31, 2020		Dividend and Interest Income		Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest (1)	$	6,720	$	-	$	-	$	9,198		$	-	$	15,918	$	-	$	-
Blackbrush Oil & Gas, L.P. Equity Interest (1)		-		-		-		-			-		-		-		-
Blackbrush Oil & Gas, L.P. Preferred Equity (1)		-		10,104		-		135			-		10,239		-		-
Blackbrush Oil & Gas, L.P. First Lien Senior Secured Loan		-		12,089		-		-			-		12,089		321		-
Direct Travel, Inc. First Lien Senior Secured Loan		-		4,404		-		-			-		4,404		14		-
Direct Travel, Inc. Equity Interest(1)		-		-		-		-			-		-		-		-
Direct Travel, Inc. First Lien Senior Secured Loan–Delayed Draw		-		3,100		-		(512	)		-		2,588		73		-
Direct Travel, Inc. First Lien Senior Secured Loan–Delayed Draw		-		1,572		-		(259	)		-		1,313		37		-
Direct Travel, Inc. First Lien Senior Secured Loan		-		52,948		-		(8,736	)		-		44,212		1,236		-
Direct Travel, Inc. First Lien Senior Secured Loan–Delayed Draw		-		1,950		-		-			-		1,950		28		-
Direct Travel, Inc. First Lien Senior Secured Loan		-		202		-		-			-		202		157		202
Total Non-Controlled/affiliate investment	$	6,720	$	86,369	$	-	$	(174	)	$	-	$	92,915	$	1,866	$	202

Portfolio Company	Fair Value as of December 31, 2019		Gross Additions		Gross Reductions			Change in Unrealized Gains (Losses)			Realized Gains (Losses)		Fair Value as of December 31, 2020		Dividend and Interest Income		Other Income
Controlled affiliate investment
ACC Holdco, LLC, Preferred Equity	$	10,828	$	-	$	-		$	-		$	-	$	10,828	$	868	$	-
Air Comm Corporation LLC, First Lien Senior Secured Loan		27,161		121		(274	)		(524	)		-		26,484		2,290		4
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest		1,869		-		-			(1,240	)		-		629		100		-
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan		6,363		349		-			-			-		6,712		634		-
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest		13,091		-		-			(1,388	)		-		11,703		1,068		-
Gale Aviation (Offshore) Co, Equity Interest		57,773		26,648		-			(17,973	)		-		66,448		6,500		-
Lightning Holdings Equity Interest		-		7,308		-			-			-		7,308		-		-
Total Controlled affiliate investment	$	117,085	$	34,426	$	(274	)	$	(21,125	)	$	-	$	130,112	$	11,460	$	4
Total	$	123,805	$	120,795	$	(274	)	$	(21,299	)	$	-	$	223,027	$	13,326	$	206

⁽¹⁾ Non-income producing.

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Note 6. Debt

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective February 2, 2019, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of June 30, 2021 and December 31, 2020, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 183% and 173%, respectively.

The Company’s outstanding borrowings as of June 30, 2021 and December 31, 2020 were as follows:

	As of June 30 2021						As of December 31, 2020
	Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value (1)		Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value (1)
BCSF Revolving Credit Facility	$	-	$	-	$	-	$	425,000	$	257,774	$	257,774
2018-1 Notes		365,700		365,700		364,092		365,700		365,700		364,006
JPM Credit Facility		450,000		103,233		103,233		450,000		293,283		293,283
2019-1 Debt		398,750		398,750		396,379		398,750		398,750		396,265
Revolving Advisor Loan		50,000		-		-		50,000		-		-
2023 Notes		150,000		150,000		147,635		150,000		150,000		147,032
2026 Notes		300,000		300,000		294,690		-		-		-
Total Debt	$	1,714,450	$	1,317,683	$	1,306,029	$	1,839,450	$	1,465,507	$	1,458,360

⁽¹⁾ Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2021 and year ended December 31, 2020 were 3.2% and 3.6%, respectively.

The following table shows the contractual maturities of our debt obligations as of June 30, 2021:

	Payments Due by Period
	Total		Less than 1 year		1 — 3 years		3 — 5 years		More than 5 years
2018-1 Notes	$	365,700	$	-	$	-	$	-	$	365,700
JPM Credit Facility		103,233		-		-		103,233		-
2019-1 Debt		398,750		-		-		-		398,750
2023 Notes		150,000		-		150,000		-		-
2026 Notes		300,000		-		-		300,000		-
Total Debt Obligations	$	1,317,683	$	-	$	150,000	$	403,233	$	764,450

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BCSF Revolving Credit Facility

On October 4, 2017, the Company entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with us, as equity holder, BCSF I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The BCSF Revolving Credit Facility was subsequently amended on May 15, 2018 to reflect certain clarifications regarding margin requirements and hedging currencies. The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to $750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

On January 8, 2020, the Company entered into an amended and restated credit agreement of its BCSF Revolving Credit Facility. The amendment amended the existing credit facility to, among other things, modify various financial covenants, including removing a liquidity covenant and adding a net asset value covenant with respect to the Company, as sponsor.

On March 31, 2020, the Parties entered into Omnibus Amendment No. 1 to the amended and restated credit agreement. The amendment amended the existing credit facility to, among other things, provide for enhanced flexibility to purchase or contribute and borrow against revolving loans and delayed draw term loans, and to count certain additional assets in the calculation of collateral for the outstanding advances; increase the spread payable under the facility from 2.50% to 3.25% per annum; include additional events of default to the existing credit facility, including but not limited to, a qualified equity raise not effected on or prior to June 22, 2020; and, after June 22, 2020, require the Company to maintain at least $50.0 million of unencumbered liquidity or pay down the facility by at least $50.0 million.

On May 27, 2020, the Parties entered into Amendment No. 2 to the amended and restated credit agreement. The amendment amended the existing credit facility to, among other things, (i) permit the Company to incur a lien on assets purchased with the proceeds of the rights offering and (ii) remove the requirement that the Company maintain $50.0 million in unencumbered cash after the completion of the rights offering, instead requiring a pay down of $50.0 million within two business days after the closing of the rights offering, which was subsequently paid.

On August 14, 2020, the Parties entered into the second amended and restated credit agreement and the third amended and restated margining agreement (collectively, the “Amendment”), which amended and restated the terms of the existing credit facility (the “Amended and Restated Credit Facility”). The Amendment amends the existing credit facility to, among other things, (i) decrease the financing limit from $500.0 million to $425.0 million, (ii) decrease the interest rate on financing from LIBOR plus 3.25% per annum to LIBOR plus 3.00% per annum, and (iii) provide enhanced flexibility to contribute and borrow against revolving and delayed draw loans and modify certain other terms relating to collaterals.

Borrowings under the BCSF Revolving Credit Facility bear interest at LIBOR plus a margin. As of December 31, 2020, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 3.00%. The Company paid an unused commitment fee of 30 basis points (0.30%) per annum.

On March 11, 2021, the BCSF Revolving Credit Facility was terminated. The proceeds from the 2026 Notes were used to repay the total outstanding debt.

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	—	$	5,207
Unused facility fee		—		70
Amortization of deferred financing costs and upfront commitment fees		—		267
Total interest and debt financing expenses	$	—	$	5,544

58

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	509	$	9,605
Unused facility fee		118		164
Amortization of deferred financing costs and upfront commitment fees		—		533
Total interest and debt financing expenses	$	627	$	10,302

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2018-1 Notes

On September 28, 2018 (the “2018-1 Closing Date”), we, through BCC Middle Market CLO 2018-1 LLC (the “2018-1 Issuer”), a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, completed its $451.2 million term debt securitization (the “CLO Transaction”). The notes issued in connection with the CLO Transaction (the “2018-1 Notes”) are secured by a diversified portfolio of the 2018-1 Issuer consisting primarily of middle market loans, the majority of which are senior secured loans (the “2018-1 Portfolio”). At the 2018-1 Closing Date, the 2018-1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the CLO Transaction.

The CLO Transaction was executed through a private placement of the following 2018-1 Notes:

2018-1 Notes	Principal Amount		Spread above Index	Interest rate at June 30, 2021
Class A-1 A	$	205,900	1.55% + 3 Month LIBOR		1.74	%
Class A-1 B		45,000	1.50% + 3 Month LIBOR (first 24 months)		1.99	%
			1.80% + 3 Month LIBOR (thereafter)
Class A-2		55,100	2.15% + 3 Month LIBOR		2.34	%
Class B		29,300	3.00% + 3 Month LIBOR		3.19	%
Class C		30,400	4.00% + 3 Month LIBOR		4.19	%
Total 2018-1 Notes		365,700
Membership Interests		85,450	Non-interest bearing		Not applicable
Total	$	451,150

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes were issued at par and are scheduled to mature on October 20, 2030. The Company received 100% of the membership interests (the “Membership Interests”) in the 2018-1 Issuer in exchange for its sale to the 2018-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest.

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes are included in the consolidated financial statements. The Membership Interests are eliminated in consolidation.

The Company serves as portfolio manager of the 2018-1 Issuer pursuant to a portfolio management agreement between the Company and the 2018-1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.

During the reinvestment period (four years from the closing date of the CLO Transaction), pursuant to the indenture governing the 2018-1 Notes, all principal collections received on the underlying collateral may be used by the 2018-1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2018-1 Issuer and in accordance with the 2018-1 Issuer’s investment strategy and the terms of the indenture.

The Company has agreed to hold on an ongoing basis the Membership Interests with an aggregate dollar purchase price of at least equal to 5% of the aggregate amount of all obligations issued by the 2018-1 Issuer for so long as the 2018-1 Notes remain outstanding.

The 2018-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports and providing required services in connection with the administration of the 2018-1 Issuer.

As of June 30, 2021, there were 61 first lien and second lien senior secured loans with a total fair value of approximately $428.7 million and cash of $13.9 million securing the 2018-1 Notes. As of December 31, 2020, there were 60 first lien and second lien senior secured loans with a total fair value of approximately $424.0 million and cash of $11.1 million securing the 2018-1 Notes. Assets that are pledged as collateral for the 2018-1 Notes are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture governing the 2018-1 Notes. Such assets are included in the Company’s consolidated financial statements. The creditors of the 2018-1 Issuer have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2018-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2018-1 Notes. As of June 30, 2021 and December 31, 2020, the Company was in compliance with its covenants related to the 2018-1 Notes.

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Costs of $2.1 million were incurred in connection with debt securitization of the 2018-1 Notes by the 2018-1 Issuer which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2018-1 Notes on the consolidated statements of assets and liabilities and are being amortized over the life of the 2018-1 Issuer using the effective interest method. The balance of the unamortized debt issuance costs related to the 2018-1 Issuer was $1.6 million and $1.7 million as of June 30, 2021 and December 31, 2020, respectively.

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	2,021	$	2,988
Amortization of debt issuance costs and upfront commitment fees		43		43
Total interest and debt financing expenses	$	2,064	$	3,031

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	4,045	$	6,506
Amortization of debt issuance costs and upfront commitment fees		86		86
Total interest and debt financing expenses	$	4,131	$	6,592

JPM Credit Facility

On April 30, 2019, the Company entered into a loan and security agreement (the “JPM Credit Agreement” or the “JPM Credit Facility”) as Borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. The facility amount under the JPM Credit Agreement was $666.6 million. Borrowings under the JPM Credit Facility bore interest at LIBOR plus 2.75%.

On January 29, 2020, the Company entered into an amended and restated loan and security agreement (the "Amended Loan and Security Agreement") as Borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. The Amended Loan and Security Agreement amended the Existing Loan and Security Agreement to, among other things, (1) decrease the financing limit under the agreement from $666.6 million to $500.0 million; (2) decrease the minimum facility amount from $466.6 million to $300.0 million period from January 29, 2020 to July 29, 2020 (the minimum facility amount will increase to $350.0 million after July 29, 2020 until the end of the reinvestment period); (3) decrease the interest rate on financing from 2.75% per annum over the applicable LIBOR to 2.375% per annum over the applicable LIBOR; and (4) extend the scheduled termination date of the agreement from November 29, 2022 to January 29, 2025.

On March 20, 2020, the Company entered into a second amended and restated loan and security agreement between the parties (the "Second Amended Loan and Security Agreement"). The Second Amended Loan and Security Agreement, among other things, provides flexibility to contribute and borrow against revolving loans, reduce the amount required to be reserved for unfunded revolvers and delayed draw obligations and decreases the financing limit by $50.0 million within 90 days or, based on the occurrence of certain events, such earlier period as may be set forth in the Second Amended Loan and Security Agreement. The Company shall pay to the Administrative Agent $50.0 million to the prepayment of Advances and the Financing Commitments shall be reduced by the amount of principal so prepaid on the earlier of two Business days following the closing of the Rights Offering and June 18, 2020, which the Company subsequently paid.

On July 2, 2020, the Company entered into a third amended and restated loan and security agreement with respect to the JPM Credit Agreement to, among other things, adjust the advance rates and make certain changes of an updating nature.

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The facility amount under the JPM Credit Agreement is $450.0 million. Proceeds of the loans under the JPM Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the JPM Credit Agreement. The period from the effective date of the amendment until January 29, 2023 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the JPM Credit Facility.

The maturity date is the earliest of: (a) January 29, 2025, (b) the date on which the secured obligations become due and payable following the occurrence of an event of default, (c) the date on which the advances are repaid in full and (d) the date after a market value cure failure occurs on which all portfolio investments have been sold and proceeds there from have been received by the Borrower. The stated maturity date of January 29, 2025 may be extended for successive one year periods by mutual agreement of the Borrower and the Administrative Agent.

The JPM Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

Borrowings under the JPM Credit Facility bear interest at LIBOR plus a margin. As of June 30, 2021, the JPM Credit Facility was accruing interest expense at a rate of LIBOR plus 2.375%. The Company pays an unused commitment fee of between 37.5 basis points (0.375%) and 75 basis points (0.75%) per annum depending on the size of the unused portion of the facility. Interest is payable quarterly in arrears.

As of June 30, 2021 and December 31, 2020, there were $103.2 million and $293.3 million of borrowings under the JPM Credit Facility, respectively, and the Company was in compliance with the terms of the JPM Credit Facility.

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the JPM Credit Facility were as follows:

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	629	$	4,101
Unused facility fee		1,710		54
Amortization of deferred financing costs and upfront commitment fees		65		62
Total interest and debt financing expenses	$	2,404	$	4,217

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the JPM Credit Facility were as follows:

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	2,419	$	9,025
Unused facility fee		2,344		216
Amortization of deferred financing costs and upfront commitment fees		129		337
Total interest and debt financing expenses	$	4,892	$	9,578

2019-1 Debt

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

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The 2019-1 CLO Transaction was executed through a private placement of the following 2019-1 Debt:

2019-1 Debt	Principal Amount		Spread above Index	Interest rate at June 30, 2021
Class A-1L	$	50,000	1.70% + 3 Month LIBOR		1.88	%
Class A-1		222,500	1.70% + 3 Month LIBOR		1.88	%
Class A-2A		50,750	2.70% + 3 Month LIBOR		2.88	%
Class A-2B		13,000	4.23% (Fixed)		4.23	%
Class B		30,000	3.60% + 3 Month LIBOR		3.78	%
Class C		32,500	4.75% + 3 Month LIBOR		4.93	%
Total 2019-1 Debt		398,750
Membership Interests		102,250	Non-interest bearing		Not applicable
Total	$	501,000

The Loans and the Class A-1, A-2A, A-2B, and B Notes were issued at par. The Class C Notes were issued at a discount. The Notes are scheduled to mature on October 15, 2031. The Company received 100% of the membership interests (the “Membership Interests”) in the 2019-1 Issuer in exchange for its sale to the 2019-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest.

The Loans and Class A-1, A-2A, A-2B, B, and C Notes are included in the consolidated financial statements of the Company. The Membership Interests are eliminated in consolidation.

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

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

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

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

As of June 30, 2021, there were 62 first lien and second lien senior secured loans with a total fair value of approximately $451.4 million and cash of $43.3 million securing the 2019-1 Debt. As of December 31, 2020, there were 67 first lien and second lien senior secured loans with a total fair value of approximately $469.4 million and cash of $15.9 million securing the 2019-1 Debt. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of June 30, 2021, the Company was in compliance with its covenants related to the 2019-1 Debt.

Costs of the offering, including the discount of the Class C Notes, of $2.8 million were incurred in connection with debt securitization of the 2019-1 Debt by the 2019-1 Co-Issuers which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019-1 Debt on the consolidated statements of assets and liabilities and are being amortized over the life of the 2019-1 Issuer using the effective interest method. The balance of the unamortized debt issuance costs related to the 2019-1 Issuer was $2.4 million and $2.5 million as of June 30, 2021 and December 31, 2020, respectively.

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For the three months ended June 30, 2021 and 2020, the components of interest expense related to the 2019-1 Co-Issuers were as follows:

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	2,506	$	3,598
Amortization of debt issuance costs and upfront commitment fees		57		57
Total interest and debt financing expenses	$	2,563	$	3,655

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the 2019-1 Co-Issuers were as follows:

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	5,032	$	7,735
Amortization of debt issuance costs and upfront commitment fees		114		114
Total interest and debt financing expenses	$	5,146	$	7,849

Revolving Advisor Loan

On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan has a maximum credit limit of $50.0 million and a maturity date of March 27, 2023. The Revolving Advisor Loan accrues interest at the Applicable Federal Rate from the date of such loan until the loan is repaid in full. As of June 30, 2021, there were no borrowings under the Revolving Advisor Loan.

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the Revolving Advisor Loan were as follows:

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	—	$	56
Total interest and debt financing expenses	$	—	$	56

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the Revolving Advisor Loan were as follows:

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	—	$	58
Total interest and debt financing expenses	$	—	$	58

2023 Notes

On June 10, 2020, the Company entered into a Master Note Purchase Agreement with institutional investors listed on the Purchaser Schedule thereto (the “Note Purchase Agreement”), in connection with the Company’s issuance of $150.0 million aggregate principal amount of its 8.50% senior unsecured notes due 2023 (the “2023 Notes”). The sale of the 2023 Notes generated net proceeds of approximately $146.4 million, including an offering discount of $1.5 million and debt issuance costs in connection with the transaction, including fees and commissions, of $2.1 million.

The 2023 Notes will mature on June 10, 2023 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Note Purchase Agreement. The 2023 Notes will bear interest at a rate of 8.50% per year payable semi-annually on June 10 and December 10 of each year, commencing on December 10, 2020. As of June 30, 2021, the Company was in compliance with the terms of the Note Purchase Agreement governing the 2023 Notes.

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As of June 30, 2021 and December 31, 2020, the components of the carrying value of the 2023 Notes were as follows:

	June 30, 2021			December 31, 2020
Principal amount of debt	$	150,000		$	150,000
Unamortized debt issuance cost		(1,422	)		(1,785	)
Original issue discount, net of accretion		(943	)		(1,183	)
Carrying value of 2023 Notes	$	147,635		$	147,032

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the 2023 Notes were as follows:

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	3,187	$	744
Amortization of debt issuance cost		183		38
Accretion of original issue discount		121		27
Total interest and debt financing expenses	$	3,491	$	809

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the 2023 Notes were as follows:

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	6,375	$	744
Amortization of debt issuance cost		363		38
Accretion of original issue discount		240		27
Total interest and debt financing expenses	$	6,978	$	809

2026 Notes

On March 10, 2021, the “Company and U.S. Bank National Association (the “Trustee”), entered into an Indenture (the “Base Indenture”) and First Supplemental Indenture (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The First Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.950% notes due 2026 (the “2026 Notes”).

The 2026 Notes will mature on March 10, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The 2026 Notes bear interest at a rate of 2.950% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

As of June 30, 2021 and December 31, 2020, the components of the carrying value of the 2026 Notes were as follows:

	June 30, 2021			December 31, 2020
Principal amount of debt	$	300,000		$	—
Unamortized debt issuance cost		(3,046	)		—
Original issue discount, net of accretion		(2,264	)		—
Carrying value of 2026 Notes	$	294,690		$	—

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For the three months ended June 30, 2021 and 2020, the components of interest expense related to the 2026 Notes were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	2,213	$	—
Amortization of debt issuance cost		162		—
Amortization of original issue discount		120		—
Total interest and debt financing expenses	$	2,495	$	—

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the 2026 Notes were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	2,729	$	—
Amortization of debt issuance cost		199		—
Amortization of original issue discount		148		—
Total interest and debt financing expenses	$	3,076	$	—

Note 7. Derivatives

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

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of June 30, 2021 and December 31, 2020 is included on the consolidated schedules of investments by contract. The Company had collateral receivables of $3.8 million and $4.9 million for June 30, 2021 and December 31, 2020, respectively with the counterparties on foreign currency exchange contracts. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the consolidated statements of assets and liabilities.

For the three and six months ended June 30, 2021, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $101.1 million and $184.3 million, respectively. For the three and six months ended June 30, 2020, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $263.4 million and $251.7 million, respectively.

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

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

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The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of June 30, 2021:

Counterparty	Account in the consolidated statements of assets and liabilities	Gross amount of assets on the consolidated statements of assets and liabilities		Gross amount of (liabilities) on the consolidated statements of assets and liabilities			Net amount of assets or (liabilities) presented on the consolidated statements of assets and liabilities			Cash Collateral paid (received) (1)		Net Amounts (2)
Bank of New York	Unrealized depreciation on forward currency contracts	$	—	$	(1,290	)	$	(1,290	)	$	1,290	$	—
Goldman Sachs	Unrealized depreciation on forward currency contracts	$	—	$	(720	)	$	(720	)	$	—	$	(720	)

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

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2020:

Counterparty	Account in the consolidated statements of assets and liabilities	Gross amount of assets on the consolidated statements of assets and liabilities		Gross amount of (liabilities) on the consolidated statements of assets and liabilities			Net amount of assets or  (liabilities) presented on the consolidated statements of assets and liabilities			Cash Collateral paid (received)(1)		Net Amounts(2)
Bank of New York	Unrealized depreciation on forward currency contracts	$	—	$	(482	)	$	(482	)	$	482	$	—
Citibank	Unrealized depreciation on forward currency contracts	$	—	$	(2,525	)	$	(2,525	)	$	2,525	$	—
Goldman Sachs	Unrealized depreciation on forward currency contracts	$	—	$	(19,607	)	$	(19,607	)	$	—	$	(19,607	)

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

The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended June 30, 2021 and 2020 was as follows:

	For the Three Months Ended June 30,
	2021			2020
Net realized gains (losses) on forward currency exchange contracts	$	(18,396	)	$	5,097
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts		16,028			(9,865	)
Total net realized and unrealized gains (losses) on forward currency exchange contracts	$	(2,368	)	$	(4,768	)

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Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of $2.2 million and $5.8 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2021 and 2020, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($2.4) million and ($4.8) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is ($0.2) million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively.

The effect of transactions in derivative instruments to the consolidated statements of operations during the six months ended June 30, 2021 and 2020 was as follows:

	For the Six Months Ended June 30,
	2021			2020
Net realized gain (losses) on forward currency exchange contracts	$	(21,688	)	$	6,602
Net change in unrealized appreciation on forward currency exchange contracts		20,604			3,256
Total net realized and unrealized gains (losses) on forward currency exchange contracts	$	(1,084	)	$	9,858

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($1.9) million and ($7.8) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2021 and 2020, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($1.1) million and $9.9 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is ($3.0) million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively.

Note 8. Distributions

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2021:

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 18, 2021	March 31, 2021	April 30, 2021	$	0.34	$	21,951
April 27, 2021	June 30, 2021	July 30, 2021	$	0.34	$	21,951
Total distributions declared			$	0.68	$	43,902

The distributions declared during the six months ended June 30, 2021 were derived from investment company taxable income and net capital gain, if any.

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2020:

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 20, 2020	March 31, 2020	April 30, 2020	$	0.41	$	21,176
May 4, 2020	June 30, 2020	July 30, 2020	$	0.34	$	21,951
Total distributions declared			$	0.75	$	43,127

The distributions declared during the six months ended June 30, 2020 were derived from investment company taxable income and net capital gain, if any.

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

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Note 9. Common Stock/Capital

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

Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common shares (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of June 30, 2021 and December 31, 2020, BCSF Advisors, LP contributed in aggregate $8.9 million to the Company and received 487,756.81 shares of the Company and contributed $8.9 million to the Company and received 487,574.03 shares of the Company, respectively. At June 30, 2021 and December 31, 2020, BCSF Advisors, LP owned 0.76% and 0.76%, respectively, of the outstanding common stock of the Company.

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

For the three months ended June 30, 2021 and 2020, there were no shares issued pursuant to the dividend reinvestment plan. For the six months ended June 30, 2021 and 2020, there were no shares issued pursuant to the dividend reinvestment plan.

BCSF Investments, LLC and certain individuals, including Michael A. Ewald, the Company’s Chief Executive Officer and a Managing Director of Bain Capital Credit; Jonathan S. Lavine, Co-Managing Partner of Bain Capital, LP and Founder and Chief Investment Officer of Bain Capital Credit; John Connaughton, Co-Managing Partner of Bain Capital, LP; Jeffrey B. Hawkins, Chairman of the Company’s Board of Directors and a Managing Director of Bain Capital Credit; and Michael J. Boyle, the Company’s Vice President and Treasurer and a Managing Director of Bain Capital Credit, adopted the 10b5-1 Plan in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, under which such parties would buy up to $20 million in the aggregate of the Company’s common stock in the open market during the period beginning after four full calendar weeks after the closing of the IPO and ending on the earlier of the date on which the capital committed to the 10b5-1 has been exhausted or one year after the closing of the IPO. As of December 31, 2020, zero dollars remain under the 10b5-1 Plan and no further purchases are intended under the 10b5-1 Plan.

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Securities Exchange Act of 1934. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2021, there have been no repurchases of common stock.

On May 4, 2020, the Company’s Board of Directors approved a transferable subscription rights offering to our stockholders of record as of May 13, 2020. The rights entitled record stockholders to subscribe for up to an aggregate of 12,912,453 shares of our common stock. Record stockholders received one right for each share of common stock owned on the record date. The rights entitled the holders to purchase one new share of common stock for every four rights held, and record stockholders who fully exercised their rights were entitled to subscribe, subject to certain limitations and allotment rules, for additional shares that remain unsubscribed as a result of any unexercised rights. The rights were transferable and on the New York Stock Exchange under the symbol “BCSF RT”. The rights offering expired June 5, 2020. Based on the terms of the offering and the market price of the stock during the applicable period, holders of rights participating in the offering were entitled to purchase one new share of common stock for every four rights held at a subscription price of $10.2163 per share. On June 16, 2020, the Company closed its transferrable rights offering and issued 12,912,453 shares. The offering generated net proceeds, before expenses, of $129.6 million, including the underwriting discount and commissions of $2.3 million.

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Note 10. Commitments and Contingencies

Commitments

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

As of June 30, 2021, the Company had $213.0 million of unfunded commitments under loan and financing agreements as follows:

	Expiration Date (1)	Unfunded Commitments (2)
First Lien Senior Secured Loans
9 Story Media Group Inc. - Revolver	4/30/2026	$	1
A&R Logistics, Inc. - Revolver	5/5/2025		3,642
Allworth Financial Group, L.P. - Delayed Draw	12/23/2026		3,042
Allworth Financial Group, L.P. - Revolver	12/23/2026		2,440
American Trailer Rental Group - Delayed Draw	12/1/2027		2,940
AMI US Holdings Inc. - Revolver	4/1/2024		1,047
Amspec Services, Inc. - Revolver	7/2/2024		4,745
Ansira Holdings, Inc. - Revolver	12/20/2024		1,700
AP Plastics Group, LLC - Revolver	8/2/2021		7,084
Appriss Holdings, Inc. - Revolver	5/6/2027		753
Appriss Holdings, Inc. - Revolver	5/30/2025		3,547
Aramsco, Inc. - Revolver	8/28/2024		3,387
Batteries Plus Holding Corporation - Revolver	7/6/2022		3,117
Captain D's LLC - Revolver	12/15/2023		1,862
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		44
CPS Group Holdings, Inc. - Revolver	3/3/2025		4,933
CST Buyer Company - Revolver	10/3/2025		2,190
Datix Bidco Limited - Revolver	10/28/2024		13
DC Blox Inc. - First Lien Senior Secured Loan	3/22/2026		14,607
Direct Travel, Inc. - Delayed Draw	10/2/2023		3,075
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/15/2022		1,842
Element Buyer, Inc. - Revolver	7/19/2024		3,967
Grammer Purchaser, Inc. - Revolver	9/30/2024		1,050
Great Expressions Dental Center PC - Revolver	9/28/2022		643
Green Street Parent, LLC - Revolver	8/27/2025		2,032
GSP Holdings, LLC - Revolver	11/6/2025		2,947
JHCC Holdings, LLC - Delayed Draw	9/9/2025		2,635
JHCC Holdings, LLC - Revolver	9/9/2025		1,817
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		853
Margaux Acquisition Inc. - Revolver	12/19/2024		2,872
Margaux UK Finance Limited - Revolver	12/19/2024		689
MRI Software LLC - Delayed Draw	2/10/2026		731
MRI Software LLC - Revolver	2/10/2026		1,782
MZR Buyer, LLC - Revolver	12/21/2026		5,210
New Look Vision Group - Delayed Draw	5/26/2028		5,386
New Look Vision Group – Revolver	5/26/2026		1,477
Opus2 - Delayed Draw	4/30/2028		7,536
Profile Products LLC - Revolver	12/20/2024		2,146
Refine Intermediate, Inc. - Revolver	9/3/2026		5,340
RoC Opco LLC - Revolver	2/25/2025		6,828
Solaray, LLC - Revolver	9/9/2022		8,160
Sontiq, Inc. (fka EZShield, Inc.) - Revolver	3/1/2026		1,412
SumUp Holdings Luxembourg S.à.r.l. - First Lien Senior Secured Loan	2/17/2026		11,924
SunMed Group Holdings, LLC - Revolver	6/16/2027		1,229
TA/Weg Holdings  - Delayed Draw	10/2/2025		371
TA/Weg Holdings  - Delayed Draw	10/2/2025		2,392
TEI Holdings Inc. - Revolver	12/23/2025		3,169
TGI Sport Bidco Pty Ltd - First Lien Senior Secured Loan	4/30/2027		3,128
Thrasio, LLC - Delayed Draw	12/18/2026		8,727
Tidel Engineering, L.P. - Revolver	3/1/2023		4,250
TLC Purchaser, Inc. - Delayed Draw	10/13/2025		7,119
TLC Purchaser, Inc. - Revolver	10/13/2025		3,916
V Global Holdings LLC  - Revolver	12/22/2025		7,885
Ventiv Holdco, Inc. - Revolver	9/3/2025		3,407
WCI-HSG Purchaser, Inc. - Revolver	2/24/2025		2,015
Whitcraft LLC - Revolver	4/3/2023		1,812
World Insurance - Delayed Draw	4/1/2026		5,549
World Insurance - Revolver	4/1/2026		931
WU Holdco, Inc. - First Lien Senior Secured Loan	3/26/2026		1,708
WU Holdco, Inc. - Revolver	3/26/2025		3,381
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Total First Lien Senior Secured Loans		$	212,982

_________________________

(1)	Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
(2)	Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of June 30, 2021.

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As of December 31, 2020, the Company had $189.9 million of unfunded commitments under loan and financing agreements as follows:

	Expiration Date (1)	Unfunded Commitments (2)
First Lien Senior Secured Loans
9 Story Media Group Inc. - Revolver	4/30/2026	$	74
A&R Logistics, Inc. - Revolver	5/5/2025		6,096
Abracon Group Holding, LLC. - Revolver	7/18/2024		2,833
Allworth Financial Group, L.P. - Delayed Draw	12/23/2026		3,042
Allworth Financial Group, L.P. - Revolver	12/23/2026		2,440
AMI US Holdings Inc. - Revolver	4/1/2024		488
Amspec Services, Inc. - Revolver	7/2/2024		5,667
Ansira Holdings, Inc. - Revolver	12/20/2024		1,700
AP Plastics Group, LLC - Revolver	8/2/2021		5,667
Appriss Holdings, Inc. - Revolver	5/30/2025		4,711
Aramsco, Inc. - Revolver	8/28/2024		3,387
Batteries Plus Holding Corporation - Revolver	7/6/2022		4,250
Captain D’s LLC - Revolver	12/15/2023		490
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		4,428
CMI Marketing Inc - Revolver	5/24/2023		2,112
CPS Group Holdings, Inc. - Revolver	3/3/2025		4,933
CST Buyer Company - Revolver	10/3/2025		2,190
Datix Bidco Limited - Revolver	10/28/2024		1,328
Direct Travel, Inc. - Delayed Draw	10/2/2023		4,800
Dorner Manufacturing Corp - Revolver	3/15/2022		1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/15/2022		1,275
Element Buyer, Inc. - Revolver	7/19/2024		3,967
FFI Holdings I Corp - Delayed Draw	1/24/2025		3,156
FFI Holdings I Corp - Revolver	1/24/2025		3,938
Fineline Technologies, Inc. - Revolver	11/4/2022		2,633
Grammer Purchaser, Inc. - Revolver	9/30/2024		1,050
Great Expressions Dental Center PC - Revolver	9/28/2022		513
Green Street Parent, LLC - Revolver	8/27/2025		2,419
GSP Holdings, LLC - Revolver	11/6/2025		3,400
JHCC Holdings, LLC - Delayed Draw	9/9/2025		6,262
JHCC Holdings, LLC - Revolver	9/9/2025		1,272
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		1,066
Margaux Acquisition Inc. - Revolver	12/19/2024		2,872
Margaux UK Finance Limited - Revolver	12/19/2024		681
MRI Software LLC - Delayed Draw	2/10/2026		731
MRI Software LLC - Revolver	2/10/2026		1,782
Profile Products LLC - Revolver	12/20/2024		3,003
Refine Intermediate, Inc. – Revolver	9/3/2026		5,340
RoC Opco LLC – Revolver	2/25/2025		10,241
Solaray, LLC - Revolver	9/9/2022		5,327
TA/WEG Holdings - Delayed Draw	10/2/2025		7,538
TEI Holdings Inc. - Revolver	12/23/2025		1,055
Thrasio - Delayed Draw	12/18/2026		12,522
Tidel Engineering, L.P. - Revolver	3/1/2023		4,250
TLC Purchaser, Inc. - Delayed Draw	10/13/2025		7,119
TLC Purchaser, Inc. - Revolver	10/13/2025		8,900
V Global - Revolver	12/22/2025		7,885
Ventiv Holdco, Inc. - Revolver	9/3/2025		2,981
WCI-HSG Purchaser, Inc. - Revolver	2/24/2025		1,612
Whitcraft LLC - Revolver	4/3/2023		1,812
WU Holdco, Inc. - Revolver	3/26/2025		3,043
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Total First Lien Senior Secured Loans		$	189,925

(1)	Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
(2)	Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2020.

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Contingencies

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

Note 11. Financial Highlights

The following is a schedule of financial highlights for the six months ended June 30, 2021 and 2020:

	For the Six months Ended June 30,
	2021			2020
Per share data:
Net asset value at beginning of period	$	16.54		$	19.72
Net investment income (1)		0.68			0.81
Net realized gain (loss) (1) (7)		(0.06	)		(0.08	)
Net change in unrealized appreciation (depreciation) (1) (2) (8)		0.53			(2.30	)
Net increase (decrease) in net assets resulting from operations (1) (9) (10)		1.15			(1.57	)
Stockholder distributions from income (3)		(0.68	)		(0.75	)
Dilution due to issuance of common stock		—			(1.59	)
Net asset value at end of period	$	17.01		$	15.81
Net assets at end of period	$	1,098,288		$	1,020,953
Shares outstanding at end of period		64,562,265.27			64,562,265.27
Per share market value at end of period	$	15.30		$	11.08
Total return based on market value (12)		31.90	%		(39.65	)%
Total return based on net asset value (4)		7.03	%		(16.16	)%
Ratios:
Ratio of net investment income to average net assets (5) (11) (13)		8.80	%		8.86	%
Ratio of total net expenses to average net assets (5) (11) (13)		9.30	%		11.84	%
Supplemental data:
Ratio of interest and debt financing expenses to average net assets (5) (13)		4.67	%		7.33	%
Ratio of expenses (without incentive fees) to average net assets (5) (11) (13)		8.35	%		11.84	%
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets (5) (11) (13)		3.76	%		3.62	%
Average principal debt outstanding	$	1,380,515		$	1,615,436
Portfolio turnover (6)		25.09	%		9.93	%

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(1)	The per share data was derived by using the weighted average shares outstanding during the period.
(2)	Net change in unrealized appreciation (depreciation) on investments per share may not be consistent with the consolidated statements of operations due to the timing of shareholder transactions.
(3)	The per share data for distributions reflects the actual amount of distributions declared during the period.
(4)	Total return based on net asset value is calculated as the change in net asset value per share during the period, assuming dividends and distributions, including those distributions that have been declared. Total return has not been annualized.
(5)	The computation of average net assets during the period is based on averaging net assets for the periods reported.
(6)	Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported.
(7)	Net realized gain (loss) includes net realized gain (loss) on investments, net realized gain (loss) on forward currency exchange contracts and net realized gain (loss) on foreign currency transactions.
(8)	Net change in unrealized appreciation (depreciation) includes net change in unrealized appreciation (depreciation) on investments, net change in unrealized appreciation (depreciation) on forward currency exchange contracts and net change in unrealized appreciation (depreciation) on foreign currency translation.
(9)	The sum of quarterly per share amounts presented in previously filed financial statements on Form 10-Q may not equal earnings per share. This is due to changes in the number of weighted average shares outstanding and the effects of rounding.
10)	Net increase (decrease) in net assets resulting from operations per share in these financial highlights may be different from the net increase (decrease) in net assets per share on the consolidated statements of operations due to changes in the number of weighted average shares outstanding and the effects of rounding.
(11)	The ratio of voluntary incentive fee waiver to average net assets was (0.42%) and 0.00% for the six months ended June 30, 2021 and 2020, respectively (Note 5). The ratio of voluntary management fee waiver to average net assets was (0.45%) and 0.00% for the six months ended June 30, 2021 and 2020, respectively (Note 5). The ratio of net investment income without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2021 would be 7.93%. The ratio of net investment income without the voluntary incentive fee waiver to average net assets for the six months ended June 30, 2020 would be 8.86%. The ratio of total expenses without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2021 would be 10.17%. The ratio of total expenses without the voluntary incentive fee waiver to average net assets for the six months ended June 30, 2020 would be 11.84%.
(12)	Total return based on market value (not annualized) is calculated as the change in market value per share during the period, assuming dividends and distributions, plus the declared distributions, divided by the beginning market price for the period. Total return has not been annualized.
(13)	Ratio is annualized. Incentive fees, voluntary incentive fee waivers, and voluntary management fee waivers, if any, included within the ratio are not annualized.

Note 12. Subsequent Events

On July 16, 2021 the Company repurchased $37.5 million of the 2023 Notes at a total cost of $39.5 million.

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

You should read the following analysis of our financial condition and results of operations in conjunction with our financial statements and related notes appearing in our Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 24, 2021. The information contained in this section should also be read in conjunction with our unaudited financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

Overview

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by BCSF Advisors, LP (our “Advisor” or “BCSF Advisors”), a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator” or “BCSF Advisors”). Since we commenced operations on October 13, 2016 through June 30, 2021, we have invested approximately $4.4 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

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

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

Investments

Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make. Due to the impact of COVID-19 and related measures taken to contain its spread, the future duration and breadth of the adverse impact of COVID-19 on the broader markets in which the Company invests cannot currently be accurately predicted and future investment activity of the Company will be subject to these effects and the related uncertainty.

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

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

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Revenues

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

Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2021 and December 31, 2020, 98.3% and 99.2%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as LIBOR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.

Expenses

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

• our operational and organizational cost;

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

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

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

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

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

• distributions on our common stock;

• transfer agent and custody fees and expenses;

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

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

• brokerage fees and commissions;

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• federal and state registration fees;

• U.S. federal, state and local taxes;

• Independent Director fees and expenses;

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

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

• costs of holding stockholder meetings;

• our fidelity bond;

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

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

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

• fees and expenses associated with marketing efforts;

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

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

To the extent that expenses to be borne by us are paid by BCSF Advisors, we will generally reimburse BCSF Advisors for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board of Directors (our “Board”). We incurred expenses related to the Administrator of $0.0 million and $0.0 million for the three months ended June 30, 2021 and 2020, respectively, and $0.0 million and $0.0 million for the six months ended June 30, 2021 and 2020, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and $0.2 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. BCSF Advisors will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

Leverage

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), as of June 30, 2021, is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of June 30, 2021, the Company’s asset coverage was 183%.

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Impact of COVID-19

In late 2019 and early 2020, a novel coronavirus (SARS-CoV-2) and related respiratory disease ("COVID-19") emerged in China and spread rapidly to across the world, including to the U.S. This outbreak has led and for an unknown period of time will continue to lead to disruptions in local, regional, national and global markets and economies affected thereby. The extent to which the COVID-19 pandemic will adversely impact the Company’s business, financial condition, liquidity and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of this outbreak, and any future outbreaks.

It is clear that these types of events are negatively impacting and will, for at least some time, continue to negatively impact the Company and portfolio companies and in many instances the impact will be profound. For example, smaller and middle market companies in which we may invest are being significantly impacted by these emerging events and the uncertainty caused by these events. With respect to loans to such companies, the Company will be impacted if, among other things, (i) amendments and waivers are granted (or are required to be granted) to borrowers permitting deferral of loan payments or allowing for payment-in-kind (“PIK”) interest payments, (ii) borrowers default on their loans, are unable to refinance their loans at maturity, or go out of business permanently, and/or (iii) the value of loans held by the Company decreases as a result of such events and the uncertainty they cause. Such emerging events, to the extent experienced, will cause the Company to suffer a loss on its investments or interest thereon. The Company will also be negatively affected if the operations and effectiveness of the Adviser or a portfolio company (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted as a result of stay-at-home orders or other related interruptions to regular business operations.

With respect to the Company’s investments, we have taken incremental steps in actively overseeing all of our individual portfolio companies. These measures include, among other things, (i) frequent communication with our portfolio company management teams and related private equity sponsors to understand the expected financial performance impact of the COVID-19 pandemic; (ii) re-underwriting our portfolio companies to understand the impact if the current economic environment persists; and (iii) the creation of an internal working group focused on understanding the potential financial needs of our portfolio companies and engaging with these companies and their private equity sponsors, as needed.

The effects of the COVID-19 pandemic on economic and market conditions have increased the Company’s demands to provide capital to its existing portfolio companies. During the month of March 2020, we received unprecedented draw requests on revolving credit and delayed draw facilities we provided to our portfolio companies as many of them sought to husband excess cash as a defensive measure in these uncertain times. All of those draws were met in a timely fashion and we maintain adequate cash and additional borrowing capacity in reserve to meet any further such draw requests.

As of June 30, 2021, the Company was in compliance with its asset coverage requirements under the 1940 Act. In addition, the Company was in compliance with all financial covenants within its credit facilities as of June 30, 2021. However, any continued increase in realized or unrealized depreciation of our investment portfolio or further significant reductions in our net asset value as a result of the effects of the COVID-19 pandemic or otherwise increase the risk of breaching the relevant covenants and requirements. Any breach of these requirements may adversely affect the Company’s access to sufficient debt and equity capital. The effects of the COVID-19 pandemic may also cause the Company to limit distributions.

It is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on the Company, the Adviser and portfolio companies.

Investment Decision Process

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

Sourcing and Idea Generation

The investment decision-making process begins with sourcing ideas. Bain Capital Credit’s Private Credit Group interacts with over 1,500 global contacts as a means to generate middle market investment opportunities. Our Advisor also seeks to leverage the contacts of Bain Capital Credit’s industry groups, Trading Desk, Portfolio Group and Restructuring team, including private equity firms, banks and a variety of advisors and other intermediaries.

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Investment Diligence & Recommendation

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

Credit Committee Approval and Portfolio Construction

If the reviewing team deems an investment worthy of serious consideration, it generally must be presented to the credit committee, which is comprised of at least three experienced credit professionals, who are selected based on strategy and geography. A portfolio manager leads the decision making process for each investment and engages the credit committee throughout the investment process in order to prioritize and direct the underwriting of each potential investment opportunity. For middle market holdings, the path to exit an investment is often discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle market investments are illiquid, exits are driven by a sale of the portfolio company or a refinancing of the portfolio company’s debt.

Portfolio & Risk Management

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

Environmental, Social and Governance

Our Advisor believes that environmental, social, and governance (ESG) management helps to create lasting impact for all of its stakeholder groups, including investors, portfolio companies, employees and communities. ESG risks can have a negative impact on an issuer’s ability to meet its financial obligations. Therefore, strong ESG management aligns with our Advisor’s goal to seek and generate attractive risk-adjusted returns with the capital it invests. Our Advisor considers ESG factors throughout its investment decision-making process. These factors include, but are not limited to, applying a negative screen to avoid investing in companies with outsized ESG risks; examining the impact a company has on society and the environment during the diligence process; seeking to consider ESG factors from a company-specific and sector-wide perspective; and engaging companies via proxy voting, corporate actions and board seats, where applicable.

Portfolio and Investment Activity

During the three months ended June 30, 2021, we invested $216.1 million, including PIK, in 35 portfolio companies, and had $257.7 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $41.6 million for the period. Of the $216.1 million invested during the three months ended June 30, 2021, $52.3 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the three months ended June 30, 2020, we invested $50.6 million, including PIK, in 21 portfolio companies, and had $67.1 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $16.5 million for the period. Of the $50.6 million invested during the three months ended June 30, 2020, $19.7 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the six months ended June 30, 2021, we invested $602.4 million, including PIK, in 48 portfolio companies, and had $807.1 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $204.7 million for the period. Of the 602.4 million invested during the six months ended June 30, 2021, $78.0 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

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During the six months ended June 30, 2020, we invested $326.9 million, including PIK, in 56 portfolio companies, and had $247.8 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $79.1 million for the period. Of the $326.9 million invested during the six months ended June 30, 2020, $185.1 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

The following table shows the composition of the investment portfolio and associated yield data as of June 30, 2021 (dollars in thousands):

	As of June 30, 2021
											Weighted Average Yield (1) at
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Amortized Cost			Market Value
First Lien Senior Secured Loans	$	1,911,749		81.5	%	$	1,881,504		81.1	%		7.2	%		7.4	%
Equity Interest		141,052		6.0			136,579		5.9			7.0			8.3
Second Lien Senior Secured Loans		117,236		5.0			115,172		5.0			9.6			9.7
Subordinated Note Investment Vehicles (2)		97,360		4.2			97,360		4.2			9.0			9.0
Preferred equity		29,361		1.3			37,043		1.6			15.0			14.9
Equity Interest in Investment Vehicles (2)		31,610		1.3			35,303		1.5			9.8			8.8
Subordinated Debt		16,563		0.7			16,579		0.7			11.4			11.4
Warrants		2		0.0			-		0.0			N/A			N/A
Total	$	2,344,933		100.0	%	$	2,319,540		100.0	%		7.5	%		7.7	%

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

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2020 (dollars in thousands):

	As of December 31, 2020
											Weighted Average Yield (1) at
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Amortized Cost			Market Value
First Lien Senior Secured Loans	$	2,193,827		87.0	%	$	2,164,910		87.1	%		7.1	%		7.2	%
Second Lien Senior Secured Loans		167,698		6.6			161,960		6.6			9.0			9.3
Equity Interests		131,491		5.2			119,905		4.8			8.8			10.7
Preferred Equity		29,723		1.2			37,713		1.5			15.0			15.0
Warrants		—		0.0			—		0.0			N/A			N/A
Total	$	2,522,739		100.0	%	$	2,484,488		100.0	%		7.3	%		7.5	%

⁽¹⁾ Weighted average yields are computed as (a) the annual stated interest rate or yield earned on the relevant acquiring debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our stockholders.

79

The following table presents certain selected information regarding our investment portfolio as of June 30, 2021:

	As of
	June 30, 2021
Number of portfolio companies		104
Percentage of debt bearing a floating rate (1)		98.3	%
Percentage of debt bearing a fixed rate (1)		1.7	%

⁽¹⁾   Measured on a fair value basis.

The following table presents certain selected information regarding our investment portfolio as of December 31, 2020:

	As of December 31, 2020
Number of portfolio companies		105
Percentage of debt bearing a floating rate (1)		99.2	%
Percentage of debt bearing a fixed rate (1)		0.8	%

⁽¹⁾   Measured on a fair value basis.

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of June 30, 2021 (dollars in thousands):

	As of June 30, 2021
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	2,344,933		100.0	%	$	2,319,540		100.0	%
Non-accrual		—		0.0			—		0.0
Total	$	2,344,933		100.0	%	$	2,319,540		100.0	%

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2020 (dollars in thousands):

	As of December 31, 2020
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	2,517,782		99.8	%	$	2,479,794		99.8	%
Non-accrual		4,957		0.2			4,694		0.2
Total	$	2,522,739		100.0	%	$	2,484,488		100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2021, there are no loans on non-accrual. This is compared to one loan on non-accrual as of December 31, 2020, comprising 0.2% of the Company’s portfolio, based on fair value.

80

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of June 30, 2021 (dollars in thousands):

	As of June 30, 2021
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
Cash and cash equivalents	$	29,869		1.2	%	$	29,869		1.2	%
Foreign cash		1,366		0.1			1,707		0.1
Restricted cash		57,144		2.3			57,144		2.4
First Lien Senior Secured Loans		1,911,749		78.6			1,881,504		78.1
Equity Interest		141,052		5.8			136,579		5.7
Second Lien Senior Secured Loan		117,236		4.8			115,172		4.8
Subordinated Note in Investment Vehicles (1)		97,360		4.0			97,360		4.0
Preferred Equity		29,361		1.2			37,043		1.5
Equity Interests in Investment Vehicles (1)		31,610		1.3			35,303		1.5
Subordinated Debt		16,563		0.7			16,579		0.7
Warrants		2		0.0			-		0.0
Total	$	2,433,312		100.0	%	$	2,408,260		100.0

⁽¹⁾ Represents debt and equity investment in ISLP

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2020 (dollars in thousands):

	As of December 31, 2020
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
Cash and cash equivalents	$	53,704		2.2	%	$	53,704		2.1	%
Foreign cash		976		0.0			972		0.0
Restricted cash and cash equivalents		27,026		1.0			27,026		1.1
First Lien Senior Secured Loans		2,193,827		84.3			2,164,910		84.3
Second Lien Senior Secured Loans		167,698		6.4			161,960		6.3
Equity Interests		131,491		5.0			119,905		4.7
Preferred Equity		29,723		1.1			37,713		1.5
Warrants		—		0.0			—		0.0
Total	$	2,604,445		100.0	%	$	2,566,190		100.0	%

81

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of June 30, 2021 (with corresponding percentage of total portfolio investments) (dollars in thousands):

	As of June 30, 2021
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Aerospace & Defense	$	331,968		14.2	%	$	307,751		13.3	%
High Tech Industries		211,114		9.0			212,588		9.2
Consumer Goods: Non-Durable		195,494		8.3			197,349		8.5
Services: Business		142,601		6.1			136,678		5.9
Healthcare & Pharmaceuticals		136,797		5.8			135,902		5.9
Investment Vehicles (2)		128,970		5.5			132,663		5.7
Capital Equipment		117,519		5.0			117,200		5.1
Transportation: Cargo		106,532		4.5			108,133		4.7
Construction & Building		106,306		4.5			106,981		4.6
Automotive		91,656		3.9			92,233		4.0
Wholesale		80,881		3.4			82,565		3.6
Energy: Oil & Gas		69,071		2.9			76,153		3.3
Chemicals, Plastics & Rubber		68,507		2.9			69,964		3.0
Transportation: Consumer		76,608		3.3			65,783		2.8
Services: Consumer		64,060		2.7			65,413		2.8
Consumer Goods: Durable		64,194		2.7			58,148		2.5
FIRE: Insurance (1)		52,868		2.4			54,023		2.3
Hotel, Gaming & Leisure		53,278		2.3			51,972		2.2
Media: Diversified & Production		52,951		2.3			51,888		2.2
Media: Advertising, Printing & Publishing		56,210		2.4			47,053		2.0
Retail		44,841		1.9			45,359		2.0
Telecommunications		39,898		1.7			40,228		1.7
FIRE: Finance (1)		18,955		0.8			19,243		0.8
Beverage, Food & Tobacco		7,766		0.3			18,034		0.8
Banking		14,397		0.6			14,649		0.6
FIRE: Real Estate (1)		10,940		0.5			11,020		0.5
Media: Broadcasting & Subscription		434		0.1			448		0.0
Containers, Packaging, & Glass		117		0.0			119		0.0
Total	$	2,344,933		100.0	%	$	2,319,540		100.0	%

⁽¹⁾ Finance, Insurance and Real Estate (“FIRE”).

⁽²⁾ Represents debt and equity investment in ISLP.  

82

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2020 (with corresponding percentage of total portfolio investments) (dollars in thousands):

	As of December 31, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Aerospace & Defense	$	331,174		13.1	%	$	296,553		11.9	%
High Tech Industries		294,046		11.7			295,486		11.9
Healthcare & Pharmaceuticals		219,147		8.7			221,605		8.9
Capital Equipment		188,123		7.5			193,287		7.8
Consumer Goods: Non-Durable		190,216		7.5			189,229		7.5
Services: Business		181,037		7.1			175,560		7.1
Transportation: Cargo		118,320		4.7			118,352		4.8
Construction & Building		105,567		4.2			104,999		4.2
Services: Consumer		76,341		3.0			78,697		3.2
Wholesale		78,248		3.1			78,042		3.1
Chemicals, Plastics & Rubber		75,808		3.0			76,463		3.1
Energy: Oil & Gas		68,198		2.7			68,807		2.7
FIRE: Insurance (1)		65,017		2.6			67,125		2.7
Automotive		66,470		2.6			66,100		2.7
Transportation: Consumer		71,750		2.8			61,243		2.5
Consumer Goods: Durable		59,399		2.3			58,065		2.3
Hotel, Gaming & Leisure		52,389		2.1			49,893		2.0
Media: Diversified & Production		47,810		1.9			48,470		2.0
Media: Broadcasting & Subscription		43,299		1.7			45,036		1.8
Media: Advertising, Printing & Publishing		47,143		1.9			41,140		1.7
Retail		39,050		1.5			39,050		1.6
Telecommunications		21,680		0.9			21,543		0.9
Energy: Electricity		21,979		0.9			21,249		0.9
Beverage, Food & Tobacco		12,087		0.5			21,024		0.8
Banking		14,058		0.6			13,622		0.5
Containers, Packaging, & Glass		11,659		0.5			11,781		0.5
FIRE: Finance (1)		11,830		0.5			11,778		0.5
FIRE: Real Estate (1)		10,894		0.4			10,289		0.4
	$	2,522,739		100.0	%	$	2,484,488		100.0	%

⁽¹⁾ Finance, Insurance, and Real Estate (“FIRE”).

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

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

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

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

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

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

83

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

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

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

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

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

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of June 30, 2021 (dollars in thousands):

	As of June 30, 2021
Investment Performance Rating	Fair Value		Percentage of Total			Number of Companies(1)		Percentage of Total
1	$	20,287		0.9	%		3		2.9	%
2		2,050,293		88.4			92		88.4
3		248,960		10.7			9		8.7
4		-		0.0			-		0.0
Total	$	2,319,540		100.0	%		104		100.0	%

⁽¹⁾ Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2020 (dollars in thousands):

	As of December 31, 2020
Investment Performance Rating	Fair Value		Percentage of Total			Number of Companies		Percentage of Total
1	$	42,942		1.7	%		3		2.9	%
2		2,121,057		85.4			87		82.8
3		315,383		12.7			14		13.3
4		5,106		0.2			1		1.0
Total	$	2,484,488		100.0	%		105		100.0	%

84

International Senior Loan Program, LLC

On February 9, 2021, the Company and Pantheon ("Pantheon"), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. The Company and Pantheon committed to initially provide $138.3 million of debt and $43.9 million of equity capital, to ISLP. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Pursuant to the terms of the transaction, Pantheon invested $50.0 million to acquire a 29.5% stake in ISLP. The Company contributed debt investments of $317.1 million for a 70.5% stake in ISLP, and received a one-time gross distribution of $190.2 million in cash in consideration of contributing such investments. As of June 30, 2021, the Company’s investment in ISLP consisted of subordinated notes of $97.4 million, and equity interests of $35.3 million.

In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to ISLP. Since inception, the Company had sold $377.2 million of its investments to ISLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.

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

As of June 30, 2021, ISLP had $394.5 million in debt investments, at fair value.

Additionally, ISLP, through a wholly-owned subsidiary, has entered into a $300.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 225 basis points with JP Morgan through its wholly-owned subsidiary, subject to leverage and borrowing base restrictions (the “ISLP Credit Facility”). The maturity date of the ISLP Credit Facility is February 9, 2026. As of June 30, 2021 the ISLP Credit Facility had $219.5 million of outstanding debt under the credit facility. As of June 30, 2021, the effective rate on the ISLP Credit Facility was 2.3% per annum.

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

	As of June 30, 2021
Total investments	$	394,503
Weighted average yield on investments		6.6	%
Number of borrowers in ISLP		21
Largest portfolio company investment	$	44,291
Total of five largest portfolio company investments	$	180,605
Unfunded commitments	$	5,805

85

Below is a listing of ISLP’s individual investments as of:

International Senior Loan Program, LLC

Consolidated Schedule of Investments

As of June 30, 2021

in thousands

(unaudited)

			17	13	14.00	%	1/15/1900	$	3		6		10
Currency	Industry	Portfolio Company	Investment Type	Spread Above Index	Interest Rate		Maturity Date		Principal/Shares		Cost		Market Value	% of NAV
Australian Dollar
	Healthcare & Pharmaceuticals	Datix Bidco Limited	First Lien Senior Secured Loan	BBSW+ 4.50%	4.65	%	4/28/2025	AUD	4,169		3,287		3,126
									Healthcare & Pharmaceuticals Total	$	3,287	$	3,126	6.4	%
	Information Technology Services	LEAP Legal Software PTY Ltd	First Lien Senior Secured Loan	BBSY+ 5.75%	6.75	%	9/12/2024	AUD	30,167		22,849		22,842
									Information Technology Services Total	$	22,849	$	22,842	46.4	%
	Services: Consumer	Zeppelin BidCo Pty Limited	First Lien Senior Secured Loan	BBSY+ 5.00%	5.07	%	6/28/2024	AUD	20,415		16,023		15,305
									Services: Consumer Total	$	16,023	$	15,305	31.1	%
									Australian Dollar Total	$	42,159	$	41,273	83.9	%
British Pounds
	Healthcare & Pharmaceuticals	Datix Bidco Limited	Second Lien Senior Secured Loan	GBP LIBOR+ 7.75%	7.86	%	4/27/2026	£	12,013		16,916		16,577
		Datix Bidco Limited	First Lien Senior Secured Loan - Revolver	-	-		10/28/2024	£	-		-		-
									Healthcare & Pharmaceuticals Total	$	16,916	$	16,577	33.7	%
	High Tech Industries	Everest Bidco	Second Lien Senior Secured Loan	GBP LIBOR+ 7.50%	8.50	%	7/3/2026	£	10,114		14,243		13,957
									High Tech Industries Total	$	14,243	$	13,957	28.4	%
	Media: Diversified & Production	International Entertainment Investments Limited	First Lien Senior Secured Loan	GBP LIBOR+ 4.75%	7.35	%	5/31/2023	£	8,626		12,109		11,866
									Media: Diversified & Production Total	$	12,109	$	11,866	24.1	%
	Services: Business	Comet Bidco Limited	First Lien Senior Secured Loan	GBP LIBOR+ 5.25%	5.37	%	9/30/2024	£	7,362		9,305		9,495
									Services: Business Total	$	9,305	$	9,495	19.3	%
	Services: Consumer	Surrey Bidco Limited	First Lien Senior Secured Loan	GBP LIBOR+ 7.00%	7.50	%	5/11/2026	£	4,954		6,667		6,443
									Services: Consumer Total	$	6,667	$	6,443	13.1	%
									British Pounds Total	$	59,240	$	58,338	118.6	%
Canadian Dollar
	Healthcare & Pharmaceuticals	9 Story Media Group Inc.	First Lien Senior Secured Loan - Revolver	CDOR+ 5.25%	6.25	%	4/30/2026	CAD	149		28		29
		9 Story Media Group Inc.	First Lien Senior Secured Loan	CDOR+ 5.50%	6.25	%	4/30/2026	CAD	7,201		5,717		5,803
									Healthcare & Pharmaceuticals Total	$	5,745	$	5,832	11.9	%
	Retail & Wholesale	New Look Vision Group Inc.	First Lien Senior Secured Loan	CDOR+ 5.0%	6.50	%	5/26/2028	CAD	18,147		14,811		14,406
									Retail & Wholesale Total	$	14,811	$	14,406	29.3	%
									Canadian Dollar Total	$	20,556	$	20,238	41.2	%
Danish Krone
	High Tech Industries	VPARK BIDCO AB	First Lien Senior Secured Loan	CIBOR+ 4.00%	4.75	%	3/10/2025	DKK	56,429		9,231		8,991
									High Tech Industries Total	$	9,231	$	8,991	18.3	%
									Danish Krone Total	$	9,231	$	8,991	18.3	%
European Currency
	Chemicals, Plastics & Rubber	Niacet Corporation	First Lien Senior Secured Loan	EURIBOR+ 4.5%	5.50	%	2/1/2024	€	3,425		4,102		4,028
									Chemicals, Plastics & Rubber Total	$	4,102	$	4,028	8.2	%
	Healthcare & Pharmaceuticals	Mendel Bidco, Inc.	First Lien Senior Secured Loan	EURIBOR+ 4.50%	4.50	%	6/17/2027	€	9,933		12,026		11,770
		Mertus 522. GmbH	First Lien Senior Secured Loan - Delayed Draw	EURIBOR+ 6.25%	6.25	%	5/28/2026	€	12,999		15,666		15,249
		Mertus 522. GmbH	First Lien Senior Secured Loan	EURIBOR+ 6.25%	6.25	%	5/28/2026	€	22,244		26,806		26,093
									Healthcare & Pharmaceuticals Total	$	54,498	$	53,112	108.0	%
	Media: Broadcasting & Subscription	Vital Holdco Limited	First Lien Senior Secured Loan	EURIBOR+ 5.25%	5.25	%	5/29/2026	€	7,838		9,535		9,287
									Media: Broadcasting & Subscription Total	$	9,535	$	9,287	18.9	%
	Media: Diversified & Production	9 Story Media Group Inc.	First Lien Senior Secured Loan	EURIBOR+ 5.25%	5.25	%	4/30/2026	€	3,879		4,718		4,596
									Media: Diversified & Production Total	$	4,718	$	4,596	9.3	%
	Media: Diversified & Production	Aptus 1724 Gmbh	First Lien Senior Secured Loan	EURIBOR+ 6.00%	6.25	%	2/23/2028	€	30,000		35,033		35,547
	Business Equipment and Services	SumUp Holdings Luxembourg S.à.r.l.	First Lien Senior Secured Loan - Delayed Draw	EURIBOR+ 8.50%	10.00	%	2/17/2026	€	21,000		25,014		24,883
									Media: Diversified & Production Total	$	60,047	$	60,430	122.8	%
									European Currency Total	$	132,900	$	131,453	267.2	%
Norwegian Krone
	High Tech Industries	VPARK BIDCO AB	First Lien Senior Secured Loan	NIBOR+ 4.00%	4.75	%	3/10/2025	NOK	73,280		8,651		8,506
									High Tech Industries Total	$	8,651	$	8,506	17.3	%
									Norwegian Krone Total	$	8,651	$	8,506	17.3	%
U.S. Dollars
	Automotive	CST Buyer Company	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	10/3/2025	$	14,927		14,927		14,927
									Automotive Total	$	14,927	$	14,927	30.3	%
	Containers, Packaging, & Glass	Automate Intermediate Holdings II S.à r.l.	Second Lien Senior Secured Loan	L+ 7.75%	7.85	%	7/22/2027	$	11,752		11,668		11,752
									Containers, Packaging, & Glass Total	$	11,668	$	11,752	23.9	%
	Healthcare & Pharmaceuticals	Golden State Buyer, Inc.	First Lien Senior Secured Loan	L+ 4.75%	5.50	%	6/22/2026	$	14,779		14,701		14,779
									Healthcare & Pharmaceuticals Total	$	14,701	$	14,779	30.0	%
	High Tech Industries	CB Nike IntermediateCo Ltd	First Lien Senior Secured Loan - Revolver	-	-		10/31/2025	$	-		-		-
		CB Nike IntermediateCo Ltd	First Lien Senior Secured Loan	L+ 4.75%	5.75	%	10/31/2025	$	34,542		34,542		34,542
		Utimaco, Inc.	First Lien Senior Secured Loan	L+ 4.00%	4.15	%	8/9/2027	$	14,701		14,701		14,701
									High Tech Industries Total	$	49,243	$	49,243	100.1	%
	Media: Broadcasting & Subscription	Vital Holdco Limited	First Lien Senior Secured Loan	L+ 5.25%	6.25	%	5/29/2026	$	35,004		35,004		35,004
									Media: Broadcasting & Subscription Total	$	35,004	$	35,004	71.2	%
									U.S. Dollars Total	$	125,543	$	125,704	255.5	%
									Total	$	398,280	$	394,503	802.0	%

86

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
EURO 1,843	AUSTRALIAN DOLLARS 2,855		7/19/2021	$	44
EURO 564	CANADIAN DOLLARS 847		7/19/2021		(14	)
EURO 882	DANISH KRONE 6,559		7/19/2021		(0	)
EURO 7,667	BRITISH POUNDS 6,667		7/19/2021		(113	)
EURO 847	NORWEGIAN KRONE 8,517		7/19/2021		15
EURO 12,229	US DOLLARS 14,683		7/19/2021		(164	)
EURO 1,050	US DOLLARS 1,271		7/19/2021		(24	)
US DOLLARS 8,562	AUSTRALIAN DOLLARS 11,053		7/19/2021		262
US DOLLARS 2,622	CANADIAN DOLLARS 3,278		7/19/2021		(26	)
US DOLLARS 4,098	DANISH KRONE 25,389		7/19/2021		45
US DOLLARS 29,553	EURO 26,615		7/19/2021		329
US DOLLARS 553	EURO 457		7/19/2021		11
US DOLLARS 35,635	BRITISH POUNDS 25,809		7/19/2021		(40	)
US DOLLARS 3,940	NORWEGIAN KRONE 32,971		7/19/2021		105
				$	430

87

Below is the financial information for ISLP:

Selected Balance Sheet Information

	As of
	June 30, 2021
Investments at fair value (cost - $398,280)	$	394,503
Cash		9,423
Foreign cash		3,729
Deferred financing costs		2,223
Other assets		4,425
Total assets	$	414,303
Debt	$	219,529
Subordinated notes payable to members		137,857
Dividend payable		1,100
Other payables		6,626
Total liabilities	$	365,112
Members’ equity		49,191
Total liabilities and members’ equity	$	414,303

Selected Statement of Operations Information

	For the Three Months Ended			For the Six Months Ended
	June 30, 2021			June 30, 2021
Investment Income
Interest Income	$	6,010		$	8,112
Other		—			—
Total investment income		6,010			8,112
Expenses
Interest and debt financing expenses		1,353			1,908
Interest expense on members subordinated notes		3,137			4,444
General and administrative expenses		401			758
Total expenses		4,891			7,110
Net investment income		1,119			1,002
Net realized and unrealized gain (losses)
Net realized gain (loss) on investments		2			(20	)
Net realized gain (loss) on foreign currency transactions		(678	)		2,666
Net realized gain (loss) on forward contracts		1,194			1,194
Net unrealized gain (loss) on foreign currency		1,877			4,869
Net change in unrealized appreciation (depreciation) on forward contracts		(1,223	)		430
Net change in unrealized appreciation (depreciation) on investments		309			(3,777	)
Net gain (loss) on investments		1,481			5,362
Net increase (decrease) in members’ equity resulting from operations	$	2,600		$	6,364

88

Results of Operations

Our operating results for the three months ended June 30, 2021 and 2020 were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021			2020
Total investment income	$	46,490		$	47,871
Total expenses, net of fee waivers		24,566			27,849
Net investment income		21,924			20,022
Net realized gain (loss)		(12,546	)		5,215
Net change in unrealized appreciation (depreciation)		33,055			(3,465	)
Net increase (decrease) in net assets resulting from operations	$	42,433		$	21,772

Our operating results for the six months ended June 30, 2021 and 2020 were as follows (dollars in thousands):

	For the Six Months Ended  June 30,
	2021			2020
Total investment income	$	96,320		$	99,367
Total expenses, net of fee waivers		52,230			56,845
Net investment income		44,090			42,522
Net realized gain (loss)		(3,688	)		(4,151	)
Net change in unrealized appreciation (depreciation)		33,784			(121,046	)
Net increase (decrease) in net assets resulting from operations	$	74,186		$	(82,675	)

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

Investment Income

The composition of our investment income for the three months ended June 30, 2021 and 2020 was as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021		2020
Interest income	$	39,755	$	44,885
Dividend income		2,929		2,927
PIK income		2,931		—
Other income		875		59
Total investment income	$	46,490	$	47,871

89

Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $39.8 million for the three months ended June 30, 2021 from $44.9 million for the three months ended June 30, 2020, primarily due to the decrease in LIBOR and investment portfolio between the periods. Our investment portfolio at amortized cost decreased to $2,344.9 million as June 30, 2021 compared to $2,610.4 million as of June 30, 2020. Accelerated unamortized discounts from paydowns increased to $0.9 million for the three months ended June 30, 2021 from $0.1 million for the three months ended June 30, 2020. Dividend income remained flat at $2.9 million for the three months ended June 30, 2021 from $2.9 million for the three months ended June 30, 2020. PIK income increased $2.9 million for the three months ended June 30, 2021 due to the number of investments earning PIK income. Other income increased to approximately $0.9 million for the three months ended June 30, 2021 from $0.1 million for the three months ended June 30, 2020, primarily due to an increase in one-time fees earned on certain investments. As of June 30, 2021, the weighted average yield of our investment portfolio at amortized cost increased to 7.5% from 7.1% as of June 30, 2020.

The composition of our investment income for the six months ended June 30, 2021 and 2020 was as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021		2020
Interest income	$	81,728	$	93,528
Dividend income		4,964		5,340
PIK income		5,297		—
Other income		4,331		499
Total investment income	$	96,320	$	99,367

Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $81.7 million for the six months ended June 30, 2021 from $93.5 million for the six months ended June 30, 2020, primarily due to the decrease in LIBOR and investment portfolio between the periods. Our investment portfolio at amortized cost decreased to $2,344.9 million as June 30, 2021 compared to $2,610.4 million as of June 30, 2020. Accelerated unamortized discounts from paydowns increased to $2.5 million for the six months ended June 30, 2021 from $1.6 million for the six months ended June 30, 2020. Dividend income decreased to $5.0 million for the six months ended June 30, 2021 from $5.3 million for the six months ended June 30, 2020, primarily due to a decrease in dividend income from our equity interests. PIK income increased $5.3 million for the six months ended June 30, 2021 due to the number of investments earning PIK income. Other income increased to approximately $4.3 million for the six months ended June 30, 2021 from $0.5 million for the six months ended June 30, 2020, primarily due to an increase in one-time fees earned on certain investments.

Operating Expenses

The composition of our operating expenses for the three months ended June 30, 2021 and 2020 was as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021			2020
Interest and debt financing expenses	$	13,017		$	17,312
Base management fee		8,623			8,639
Incentive fee		8,042			—
Professional fees		714			643
Directors fees		171			171
Other general and administrative expenses		1,241			1,084
Total expenses, before fee waivers	$	31,808		$	27,849
Base management fee waiver		(2,723	)		—
Incentive fee waiver		(4,519	)		—
Total expenses, net of fee waivers	$	24,566		$	27,849

90

The composition of our operating expenses for the six months ended June 30, 2021 and 2020 was as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021			2020
Interest and debt financing expenses	$	24,850		$	35,188
Base management fee		17,320			17,365
Incentive fee		14,771			—
Professional fees		1,673			1,613
Directors fees		343			346
Other general and administrative expenses		2,629			2,333
Total expenses, before fee waivers	$	61,586		$	56,845
Base management fee waiver		(4,837	)		—
Incentive fee waiver		(4,519	)		—
Total expenses, net of fee waivers	$	52,230		$	56,845

Interest and Debt Financing Expenses

Interest and debt financing expenses on our borrowings totaled approximately $13.0 million and $17.3 million for the three months ended June 30, 2021 and 2020, respectively. Interest and debt financing expense for the three months ended June 30, 2021 as compared to June 30, 2020 decreased primarily due to a decrease in total principal debt outstanding and LIBOR between periods. Interest and debt financing expenses on our borrowings totaled approximately $24.8 million and $35.2 million for the six months ended June 30, 2021 and 2020, respectively. Interest and debt financing expense for the six months ended June 30, 2021 as compared to June 30, 2020 decreased primarily due to a decrease in total principal debt outstanding and LIBOR between periods. The weighted average principal debt balance outstanding for the three months ended June 30, 2021 was $1,311.1 million compared to $1,649.0 million for the three months ended June 30, 2020. The weighted average principal debt balance outstanding for the six months ended June 30, 2021 was $1,380.5 million compared to $1,615.4 million for the three months ended June 30, 2020.

The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on our debt outstanding was 3.2% and 3.6% as of June 30, 2021 and December 31, 2020, respectively.

Management Fees

Management fees (net of waivers) decreased to $5.9 million for the three months ended June 30, 2021 from $8.6 million for the three months ended June 30, 2020. Management fees (gross of waivers) remained flat at $8.6 million for the three months ended June 30, 2021 compared to $8.6 million for the three months ended June 30, 2020. Management fees waived for the three months ended June 30, 2021 and 2020 were $2.7 million and $0.0 million, respectively.

Management fees (net of waivers) decreased to $12.5 million for the six months ended June 30, 2021 from $17.4 million for the six months ended June 30, 2020. Management fees (gross of waivers) slightly decreased to $17.3 million for the six months ended June 30, 2021 compared to $17.4 million for the six months ended June 30, 2020. Management fees waived for the six months ended June 30, 2021 and 2020 were $4.8 million and $0.0 million, respectively.

Incentive Fees

Incentive fee (net of waivers) increased to $3.5 million for the three months ended June 30, 2021 from $0.0 million for the three months ended June 30, 2020. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $4.5 million for the three months ended June 30, 2021 and $0.0 million for the three months ended June 30, 2020. For the three months ended June 30, 2021 there were no incentive fees related to the GAAP Incentive Fee. Incentive fee (net of waivers) increased to $10.3 million for the six months ended June 30, 2021 from $0.0 million for the six months ended June 30, 2020. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $4.5 million for the six months ended June 30, 2021 and $0.0 million for the six months ended June 30, 2020. For the six months ended June 30, 2021 there were no incentive fees related to the GAAP Incentive Fee.

91

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased to $2.0 million for the three months ended June 30, 2021 from $1.7 million for the three months ended June 30, 2020, primarily due to an increase in costs associated with servicing our investment portfolio and legal fees.

Professional fees and other general and administrative expenses increased to $4.3 million for the six months ended June 30, 2021 from $3.9 million for the six months ended June 30, 2020, primarily due to an increase in costs associated with servicing our investment portfolio and legal fees.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three months ended June 30, 2021 and 2020 (dollars in thousands):

	For the Three Months Ended June 30,
	2021			2020
Net realized gain on investments	$	7,917		$	179
Net realized loss on investments		(3,072	)		(127	)
Net realized gain on foreign currency transactions		1,298			106
Net realized loss on foreign currency transactions		(293	)		(40	)
Net realized gain on forward currency exchange contracts		-			5,658
Net realized loss on forward currency exchange contracts		(18,396	)		(561	)
Net realized gains (losses)	$	(12,546	)	$	5,215
Change in unrealized appreciation on investments	$	32,411		$	37,164
Change in unrealized depreciation on investments		(15,319	)		(30,868	)
Net change in unrealized appreciation (depreciation) on investments		17,092			6,296
Unrealized appreciation (depreciation) on foreign currency translation		(65	)		104
Unrealized appreciation (depreciation) on forward currency exchange contracts		16,028			(9,865	)
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts		15,963			(9,761	)
Net change in unrealized appreciation (depreciation)	$	33,055		$	(3,465	)

For the three months ended June 30, 2021, and 2020, we had net realized gains on investments of $4.8 million and $0.1 million, respectively. During the three months ended June 30, 2021, we recorded gross realized gains of $7.9 million primarily from the pay down of one equity investment . For the three months ended June 30, 2021 and 2020, we had net realized gains on foreign currency transactions of $1.0 million and $0.1 million, respectively. For the three months ended June 30, 2021 and 2020, we had net realized gains (losses) on forward currency contracts of ($18.4) million and $5.1 million, respectively, primarily as a result of settling GBP, EUR, and AUD forward contracts.

For the three months ended June 30, 2021, we had $32.4 million in unrealized appreciation on 60 portfolio company investments, which was offset by $15.3 million in unrealized depreciation on 63 portfolio company investments. Unrealized appreciation for the three months ended June 30, 2021 resulted from an increase in fair value, primarily due to a tightening spread environment, positive investment-related adjustments, and the reversal of unrealized depreciation from the sale of our debt investments. Unrealized depreciation was primarily due to negative valuation adjustments.

For the three months ended June 30, 2020, we had $37.2 million in unrealized appreciation on 59 portfolio company investments, which was offset by $30.9 million in unrealized depreciation on 54 portfolio company investments. Unrealized appreciation for the three months ended June 30, 2020 resulted from an increase in fair value, primarily due to a tightening spread environment and positive investment-related adjustments. Unrealized depreciation was primarily due to negative valuation adjustments.

For the three months ended June 30, 2021 and 2020, we had unrealized appreciation on forward currency exchange contracts of $16.0 million and ($9.9) million, respectively. For the three months ended June 30, 2021, unrealized appreciation on forward currency exchange contracts was due to EUR, GBP, DKK, AUD and CAD forward contracts. For the three months ended June 30, 2020, unrealized depreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK, AUD and CAD forward contracts. 

92

The following table summarizes our net realized and unrealized gains (losses) for the six months ended June 30, 2021 and 2020 (dollars in thousands):

	For the Six Months Ended June 30,
	2021			2020
Net realized gain on investments	$	27,731		$	365
Net realized loss on investments		(7,710	)		(10,769	)
Net realized gain on foreign currency transactions		1,153			108
Net realized loss on foreign currency transactions		(3,174	)		(457	)
Net realized gain on forward currency exchange contracts		-			6,675
Net realized loss on forward currency exchange contracts		(21,688	)		(73	)
Net realized gains (losses)	$	(3,688	)	$	(4,151	)
Change in unrealized appreciation on investments	$	53,457		$	9,208
Change in unrealized depreciation on investments		(40,599	)		(133,405	)
Net change in unrealized appreciation (depreciation) on investments		12,858			(124,197	)
Unrealized appreciation (depreciation) on foreign currency translation		322			(105	)
Unrealized appreciation on forward currency exchange contracts		20,604			3,256
Net change in unrealized appreciation (depreciation) on foreign currency and forward currency exchange contracts		20,926			3,151
Net change in unrealized appreciation (depreciation)	$	33,784		$	(121,046	)

For the six months ended June 30, 2021, and 2020, we had net realized gains (losses) on investments of $20.0 million and ($10.4) million, respectively. For the six months ended June 30, 2021 and 2020, we had net realized gains (losses) on foreign currency transactions of ($2.0) million and ($0.3) million, respectively. For the six months ended June 30, 2021 and 2020, we had net realized gains (losses) on forward currency contracts of ($21.7) million and $6.6 million, respectively, primarily as a result of settling GBP, AUD, DKK, EUR and CAD forward contracts.

For the six months ended June 30, 2021, we had $53.5 million in unrealized appreciation on 72 portfolio company investments, which was offset by $40.6 million in unrealized depreciation on 62 portfolio company investments. Unrealized appreciation for the six months ended June 30, 2021 resulted from an increase in fair value, primarily due to a tightening spread environment, positive investment-related adjustments, and the reversal of unrealized depreciation from the sale of our debt investments. Unrealized depreciation was primarily due to negative valuation adjustments.

For the six months ended June 30, 2020, we had $9.2 million in unrealized appreciation on 13 portfolio company investments which was primarily related to unrealized appreciation due to the reversal of unrealized depreciation upon pay-off and positive valuation adjustments, which was offset by $133.4 million in unrealized depreciation on 110 portfolio company investments. Unrealized depreciation for the six months ended June 30, 2020 resulted from a decrease in fair value, primarily due to negative valuation adjustments.

93

For the six months ended June 30, 2021 and 2020, we had unrealized appreciation on forward currency exchange contracts of $20.6 million and $3.3 million, respectively. For the six months ended June 30, 2021, unrealized appreciation on forward currency exchange contracts was due to EUR, GBP, DKK, AUD and CAD forward contracts. For the six months ended June 30, 2020, unrealized appreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK, AUD and CAD forward contracts. 

The following table summarizes the impact of foreign currency for the three months ended June 30, 2021 and 2020 (dollars in thousands):

	For the Three months ended June 30,
	2021			2020
Net change in unrealized appreciation (depreciation) on investments due to foreign currency	$	1,628		$	5,622
Net realized loss on investments due to foreign currency		(387	)		(2	)
Net change in unrealized appreciation (depreciation) on foreign currency translation		(65	)		104
Net realized gain on foreign currency transactions		1,005			66
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts		16,028			(9,865	)
Net realized gain (loss) on forward currency exchange contracts		(18,396	)		5,097
Foreign currency impact to net increase (decrease) in net assets resulting from operations	$	(187	)	$	1,022

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of $2.2 million and $5.8 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2021 and 2020, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($2.4) million and ($4.8) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is ($0.2) million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively.

The following table summarizes the impact of foreign currency for the six months ended June 30, 2021 and 2020 (dollars in thousands):

	For the Six months ended June 30,
	2021			2020
Net change in unrealized depreciation on investments due to foreign currency	$	(15,711	)	$	(7,390	)
Net realized gain (loss) on investments due to foreign currency		15,529			(1	)
Net change in unrealized appreciation (depreciation) on foreign currency translation		322			(105	)
Net realized loss on foreign currency transactions		(2,021	)		(349	)
Net change in unrealized appreciation on forward currency exchange contracts		20,604			3,256
Net realized gain (loss) on forward currency exchange contracts		(21,688	)		6,602
Foreign currency impact to net increase (decrease) in net assets resulting from operations	$	(2,965	)	$	2,013

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($1.9) million and ($7.8) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2021 and 2020, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($1.1) million and $9.9 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is ($3.0) million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively.

94

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended June 30, 2021 and 2020, the net increase in net assets resulting from operations was $42.4 million and $21.8 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended June 30, 2021 and 2020, our per share net increase in net assets resulting from operations was $0.66 and $0.40 respectively.

For the six months ended June 30, 2021 and 2020, the net increase (decrease) in net assets resulting from operations was $74.2 million and ($82.7) million, respectively. Based on the weighted average shares of common stock outstanding for the six months ended June 30, 2021 and 2020, our per share net increase (decrease) in net assets resulting from operations was $1.15 and ($1.57), respectively.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, 2018-1 Notes, 2019-1 Debt, 2023 Notes, 2026 Notes and cash flows from operations. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements); (3) debt service, repayment, and other financing costs; and, (4) cash distributions to the holders of our common shares.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of June 30, 2021 and December 31, 2020, our asset coverage ratio was 183% and 173%, respectively.

At June 30, 2021 and December 31, 2020, we had $88.7 million and $81.7 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

At June 30, 2021, we had approximately $346.8 million of availability on our JPM Credit Facility and $50.0 million of availability on our Revolving Advisor Loan, subject to existing terms and regulatory requirements. At December 31, 2020, we had approximately $167.2 million of availability on our BCSF Revolving Credit Facility, $156.7 million of availability on our JPM Credit Facility and $50.0 million of availability on our Revolving Advisor Loan, subject to existing terms and regulatory requirements.

For the six months ended June 30, 2021, cash, foreign cash, restricted cash, and cash equivalents increased by $7.0 million. During the six months ended June 30, 2021, we provided $206.2 million in cash for operating activities. The increase in cash used for operating activities was primarily related to the proceeds from principal payments and sales of investments of $805.3 million, and a net increase in net assets resulting from operations of $74.2 million, which was offset by purchases of investments of $608.0 million and net realized loss from investments of $20.0 million.

During the six months ended June 30, 2021, we used $197.4 million from financing activities, primarily from borrowings on our debt from the JPM Credit Facility and the issuance of the $300.0 million 2026 Notes, offset by repayments on our debt of $605.4 million, including the termination of our BCSF Revolving Credit Facility, and distributions paid during the period of $43.9 million.

For the six months ended June 30, 2020, cash, foreign cash, restricted cash, and cash equivalents increased by $34.1 million. During the six months ended June 30, 2020, we used $19.2 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to the purchase of investments of $325.4 million and a net decrease in net assets resulting from operations of ($82.7) million, which was offset by proceeds from principal payments and sales of investments of $265.7 million and the net change in unrealized depreciation on investments of $124.2 million.

95

During the six months ended June 30, 2020, we generated $54.0 million from financing activities, primarily from issuance of our common stock of $131.9 million and borrowings on our debt from BCSF Revolving Credit Facility, JPM Credit Facility, Revolving Advisor Loan, and the issuance of the 2023 Notes of $485.6 million, offset by repayments on our debt of $514.5 million and distributions paid during the period of $42.4 million.

Equity

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

BCSF Investments, LLC and certain individuals adopted the 10b5-1 Plan in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, under which such parties would buy up to $20 million in the aggregate of our common stock in the open market during the period beginning after four full calendar weeks after the closing of the IPO and ending on the earlier of the date on which the capital committed to the 10b5-1 has been exhausted or one year after the closing of the IPO. As of December 31, 2019, zero dollars remain under the 10b5-1 Plan and no further purchases are intended under the 10b5-1 Plan.

During the six months ended June 30, 2021, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan. During the six months ended June 30, 2020, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan.

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2021, there have been no repurchases of common stock.

On May 4, 2020, the Company’s Board of Directors approved a transferable subscription rights offering to our stockholders of record as of May 13, 2020. The rights entitled record stockholders to subscribe for up to an aggregate of 12,912,453 shares of our common stock. Record stockholders received one right for each share of common stock owned on the record date. The rights entitled the holders to purchase one new share of common stock for every four rights held, and record stockholders who fully exercised their rights were entitled to subscribe, subject to certain limitations and allotment rules, for additional shares that remain unsubscribed as a result of any unexercised rights. The rights were transferable and listed on the New York Stock Exchange under the symbol “BCSF RT”. The rights offering expired June 5, 2020. Based on the terms of the offering and the market price of the stock during the applicable period, holders of rights participating in the offering were entitled to purchase one new share of common stock for every four rights held at a subscription price of $10.2163 per share. On June 16, 2020, the Company closed its transferrable rights offering and issued 12,912,453 shares. The offering generated net proceeds, before expenses, of $129.6 million, including the underwriting discount and commissions of $2.3 million.

Debt

Debt consisted of the following as of June 30, 2021 and December 31, 2020 (dollars in thousands):

	As of June 30 2021						As of December 31, 2020
	Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value (1)		Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value (1)
BCSF Revolving Credit Facility	$	-	$	-	$	-	$	425,000	$	257,774	$	257,774
2018-1 Notes		365,700		365,700		364,092		365,700		365,700		364,006
JPM Credit Facility		450,000		103,233		103,233		450,000		293,283		293,283
2019-1 Debt		398,750		398,750		396,379		398,750		398,750		396,265
Revolving Advisor Loan		50,000		-		-		50,000		-		-
2023 Notes		150,000		150,000		147,635		150,000		150,000		147,032
2026 Notes		300,000		300,000		294,690		-		-		-
Total Debt	$	1,714,450	$	1,317,683	$	1,306,029	$	1,839,450	$	1,465,507	$	1,458,360

⁽¹⁾     Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.

96

BCSF Revolving Credit Facility

On October 4, 2017, the Company entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with us, as equity holder, BCSF I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The BCSF Revolving Credit Facility was subsequently amended on May 15, 2018 to reflect certain clarifications regarding margin requirements and hedging currencies. The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to $750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

On January 8, 2020, the Company entered into an amended and restated credit agreement of its BCSF Revolving Credit Facility. The amendment amended the existing credit facility to, among other things, modify various financial covenants, including removing a liquidity covenant and adding a net asset value covenant with respect to the Company, as sponsor.

On March 31, 2020, the Parties entered into Omnibus Amendment No. 1 to the amended and restated credit agreement. The amendment amended the existing credit facility to, among other things, provide for enhanced flexibility to purchase or contribute and borrow against revolving loans and delayed draw term loans, and to count certain additional assets in the calculation of collateral for the outstanding advances; increase the spread payable under the facility from 2.50% to 3.25% per annum; include additional events of default to the existing credit facility, including but not limited to, a qualified equity raise not effected on or prior to June 22, 2020; and, after June 22, 2020, require the Company to maintain at least $50.0 million of unencumbered liquidity or pay down the facility by at least $50.0 million.

On May 27, 2020, the Parties entered into Amendment No. 2 to the amended and restated credit agreement. The amendment amended the existing credit facility to, among other things, (i) permit the Company to incur a lien on assets purchased with the proceeds of the rights offering and (ii) remove the requirement that the Company maintain $50.0 million in unencumbered cash after the completion of the rights offering, instead requiring a pay down of $50.0 million within two business days after the closing of the rights offering, which was subsequently paid.

On August 14, 2020, the Parties entered into the second amended and restated credit agreement and the third amended and restated margining agreement (collectively, the “Amendment”), which amended and restated the terms of the existing credit facility (the “Amended and Restated Credit Facility”). The Amendment amends the existing credit facility to, among other things, (i) decrease the financing limit from $500.0 million to $425.0 million, (ii) decrease the interest rate on financing from LIBOR plus 3.25% per annum to LIBOR plus 3.00% per annum, and (iii) provide enhanced flexibility to contribute and borrow against revolving and delayed draw loans and modify certain other terms relating to collaterals.

Borrowings under the BCSF Revolving Credit Facility bear interest at LIBOR plus a margin. As of December 31, 2020, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 3.00%. The Company paid an unused commitment fee of 30 basis points (0.30%) per annum.

On March 11, 2021, the BCSF Revolving Credit Facility was terminated. The proceeds from the 2026 Notes were used to repay the total outstanding debt.

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the BCSF Revolving Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	—	$	5,207
Unused facility fee		—		70
Amortization of deferred financing costs and upfront commitment fees		—		267
Total interest and debt financing expenses	$	—	$	5,544

97

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the BCSF Revolving Credit Facility were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	509	$	9,605
Unused facility fee		118		164
Amortization of deferred financing costs and upfront commitment fees		—		533
Total interest and debt financing expenses	$	627	$	10,302

2018-1 Notes

On September 28, 2018 (the “2018-1 Closing Date”), we, through BCC Middle Market CLO 2018-1 LLC (the “2018-1 Issuer”), a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, completed its $451.2 million term debt securitization (the “CLO Transaction”). The notes issued in connection with the CLO Transaction (the “2018-1 Notes”) are secured by a diversified portfolio of the 2018-1 Issuer consisting primarily of middle market loans, the majority of which are senior secured loans (the “2018-1 Portfolio”). At the 2018-1 Closing Date, the 2018-1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the CLO Transaction.

The CLO Transaction was executed through a private placement of the following 2018-1 Notes (dollars in thousands):

2018-1 Notes	Principal Amount		Spread above Index	Interest rate at June 30, 2021
Class A-1 A	$	205,900	1.55% + 3 Month LIBOR		1.74	%
Class A-1 B		45,000	1.50% + 3 Month LIBOR (first 24 months)		1.99	%
			1.80% + 3 Month LIBOR (thereafter)
Class A-2		55,100	2.15% + 3 Month LIBOR		2.34	%
Class B		29,300	3.00% + 3 Month LIBOR		3.19	%
Class C		30,400	4.00% + 3 Month LIBOR		4.19	%
Total 2018-1 Notes		365,700
Membership Interests		85,450	Non-interest bearing		Not applicable
Total	$	451,150

98

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes were issued at par and are scheduled to mature on October 20, 2030. The Company received 100% of the membership interests (the “Membership Interests”) in the 2018-1 Issuer in exchange for its sale to the 2018-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest.

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes are included in the consolidated financial statements. The Membership Interests are eliminated in consolidation.

The Company serves as portfolio manager of the 2018-1 Issuer pursuant to a portfolio management agreement between the Company and the 2018-1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.

During the reinvestment period (four years from the closing date of the CLO Transaction), pursuant to the indenture governing the 2018-1 Notes, all principal collections received on the underlying collateral may be used by the 2018-1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2018-1 Issuer and in accordance with the 2018-1 Issuer’s investment strategy and the terms of the indenture.

The Company has agreed to hold on an ongoing basis the Membership Interests with an aggregate dollar purchase price of at least equal to 5% of the aggregate amount of all obligations issued by the 2018-1 Issuer for so long as the 2018-1 Notes remain outstanding.

The 2018-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2018-1 Issuer.

As of June 30, 2021, there were 61 first lien and second lien senior secured loans with a total fair value of approximately $428.7 million and cash of $13.9 million securing the 2018-1 Notes. As of December 31, 2020, there were 60 first lien and second lien senior secured loans with a total fair value of approximately $424.0 million and cash of $11.1 million securing the 2018-1 Notes. Assets that are pledged as collateral for the 2018-1 Notes are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture governing the 2018-1 Notes. Such assets are included in the Company’s consolidated financial statements. The creditors of the 2018-1 Issuer have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2018-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2018-1 Notes. As of June 30, 2021 and December 31, 2020, the Company was in compliance with its covenants related to the 2018-1 Notes.

Costs of $2.1 million were incurred in connection with debt securitization of the 2018-1 Notes by the 2018-1 Issuer which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2018-1 Notes on the consolidated statements of assets and liabilities and are being amortized over the life of the 2018-1 Issuer using the effective interest method. The balance of the unamortized debt issuance costs related to the 2018-1 Issuer was $1.6 million and $1.7 million as of June 30, 2021 and December 31, 2020, respectively.

For the three months ended June30, 2021 and 2020, the components of interest expense related to the 2018-1 Issuer were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	2,021	$	2,988
Amortization of debt issuance costs and upfront commitment fees		43		43
Total interest and debt financing expenses	$	2,064	$	3,031

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the 2018-1 Issuer were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	4,045	$	6,506
Amortization of debt issuance costs and upfront commitment fees		86		86
Total interest and debt financing expenses	$	4,131	$	6,592

99

JPM Credit Facility

On April 30, 2019, the Company entered into a loan and security agreement (the “JPM Credit Agreement” or the “JPM Credit Facility”) as Borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. The facility amount under the JPM Credit Agreement was $666.6 million. Borrowings under the JPM Credit Facility bore interest at LIBOR plus 2.75%.

On January 29, 2020, the Company entered into an amended and restated loan and security agreement (the "Amended Loan and Security Agreement") as Borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. The Amended Loan and Security Agreement amended the Existing Loan and Security Agreement to, among other things, (1) decrease the financing limit under the agreement from $666.6 million to $500.0 million; (2) decrease the minimum facility amount from $466.6 million to $300.0 million period from January 29, 2020 to July 29, 2020 (the minimum facility amount will increase to $350.0 million after July 29, 2020 until the end of the reinvestment period); (3) decrease the interest rate on financing from 2.75% per annum over the applicable LIBOR to 2.375% per annum over the applicable LIBOR; and (4) extend the scheduled termination date of the agreement from November 29, 2022 to January 29, 2025.

On March 20, 2020, the Company entered into a second amended and restated loan and security agreement between the parties (the "Second Amended Loan and Security Agreement"). The Second Amended Loan and Security Agreement, among other things, provides flexibility to contribute and borrow against revolving loans, reduce the amount required to be reserved for unfunded revolvers and delayed draw obligations and decreases the financing limit by $50.0 million within 90 days or, based on the occurrence of certain events, such earlier period as may be set forth in the Second Amended Loan and Security Agreement. The Company shall pay to the Administrative Agent $50.0 million to the prepayment of Advances and the Financing Commitments shall be reduced by the amount of principal so prepaid on the earlier of two Business days following the closing of the Rights Offering and June 18, 2020, which the Company subsequently paid.

On July 2, 2020, the Company entered into a third amended and restated loan and security agreement with respect to the JPM Credit Agreement to, among other things, adjust the advance rates and make certain changes of an updating nature.

The facility amount under the JPM Credit Agreement is currently $450.0 million. Proceeds of the loans under the JPM Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the JPM Credit Agreement. The period from the effective date of the amendment until January 29, 2023 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the JPM Credit Facility.

The maturity date is the earliest of: (a) January 29, 2025, (b) the date on which the secured obligations become due and payable following the occurrence of an event of default, (c) the date on which the advances are repaid in full and (d) the date after a market value cure failure occurs on which all portfolio investments have been sold and proceeds therefrom have been received by the Borrower. The stated maturity date of January 29, 2025 may be extended for successive one year periods by mutual agreement of the Borrower and the Administrative Agent.

The JPM Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

Borrowings under the JPM Credit Facility bear interest at LIBOR plus a margin. As of June 30, 2021, the JPM Credit Facility was accruing interest expense at a rate of LIBOR plus 2.375%. The Company pays an unused commitment fee of between 37.5 basis points (0.375%) and 75 basis points (0.75%) per annum depending on the size of the unused portion of the facility. Interest is payable quarterly in arrears.

As of June 30, 2021 and December 31, 2020, there were $103.2 million and $293.3 million of borrowings under the JPM Credit Facility, respectively, the Company was in compliance with the terms of the JPM Credit Facility.

100

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the JPM Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	629	$	4,101
Unused facility fee		1,710		54
Amortization of deferred financing costs and upfront commitment fees		65		62
Total interest and debt financing expenses	$	2,404	$	4,217

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the JPM Credit Facility were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	2,419	$	9,025
Unused facility fee		2,344		216
Amortization of deferred financing costs and upfront commitment fees		129		337
Total interest and debt financing expenses	$	4,892	$	9,578

101

2019-1 Debt

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

The 2019-1 CLO Transaction was executed through a private placement of the following 2019-1 Debt (dollars in thousands):

2019-1 Debt	Principal Amount		Spread above Index	Interest rate at June 30, 2021
Class A-1L	$	50,000	1.70% + 3 Month LIBOR		1.88	%
Class A-1		222,500	1.70% + 3 Month LIBOR		1.88	%
Class A-2A		50,750	2.70% + 3 Month LIBOR		2.88	%
Class A-2B		13,000	4.23% (Fixed)		4.23	%
Class B		30,000	3.60% + 3 Month LIBOR		3.78	%
Class C		32,500	4.75% + 3 Month LIBOR		4.94	%
Total 2019-1 Debt		398,750
Membership Interests		102,250	Non-interest bearing		Not applicable
Total	$	501,000

The Loans and the Class A-1, A-2A, A-2B, and B Notes were issued at par. The Class C Notes were issued at a discount. The Notes are scheduled to mature on October 15, 2031. The Company received 100% of the membership interests (the “Membership Interests”) in the 2019-1 Issuer in exchange for its sale to the 2019-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest.

The Loans and Class A-1, A-2A, A-2B, B, and C Notes are included in the consolidated financial statements of the Company. The Membership Interests are eliminated in consolidation.

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

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

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

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

As of June 30, 2021, there were 62 first lien and second lien senior secured loans with a total fair value of approximately $451.4 million and cash of $43.3 million securing the 2019-1 Debt. As of December 31, 2020, there were 67 first lien and second lien senior secured loans with a total fair value of approximately $469.4 million and cash of $15.9 million securing the 2019-1 Notes. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of June 30, 2021, the Company was in compliance with its covenants related to the 2019-1 Debt.

102

Costs of the offering, including the discount of the Class C Notes, of $2.8 million were incurred in connection with debt securitization of the 2019-1 Debt by the 2019-1 Co-Issuers which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019-1 Debt on the consolidated statements of assets and liabilities and are being amortized over the life of the 2019-1 Issuer using the effective interest method. The balance of the unamortized debt issuance costs related to the 2019-1 Issuer was $2.4 million and $2.5 million as of June 30, 2021 and December 31, 2020, respectively.

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the 2019-1 Co-Issuers were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	2,506	$	3,598
Amortization of debt issuance costs and upfront commitment fees		57		57
Total interest and debt financing expenses	$	2,563	$	3,655

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the 2019-1 Co-Issuers were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	5,032	$	7,735
Amortization of debt issuance costs and upfront commitment fees		114		114
Total interest and debt financing expenses	$	5,146	$	7,849

Revolving Advisor Loan

On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan has a maximum credit limit of $50.0 million and a maturity date of March 27, 2023. The Revolving Advisor Loan accrues interest at the Applicable Federal Rate from the date of such loan until the loan is repaid in full. As of June 30, 2021, there were no borrowings under the Revolving Advisor Loan.

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the Revolving Advisor Loan were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	—	$	56
Total interest and debt financing expenses	$	—	$	56

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the Revolving Advisor Loan were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	—	$	58
Total interest and debt financing expenses	$	—	$	58

103

2023 Notes

On June 10, 2020, the Company entered into a Master Note Purchase Agreement with institutional investors listed on the Purchaser Schedule thereto (the “Note Purchase Agreement”), in connection with the Company’s issuance of $150.0 million aggregate principal amount of its 8.50% senior unsecured notes due 2023 (the “2023 Notes”). The sale of the 2023 Notes generated net proceeds of approximately $146.4 million, including an offering discount of $1.5 million and debt issuance costs in connection with the transaction, including fees and commissions, of $2.1 million.

The 2023 Notes will mature on June 10, 2023 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Note Purchase Agreement. The 2023 Notes will bear interest at a rate of 8.50% per year payable semi-annually on June 10 and December 10 of each year, commencing on December 10, 2020. As of June 30, 2021, the Company was in compliance with the terms of the Note Purchase Agreement governing the 2023 Notes.

As of June 30, 2021 and December 31, 2020, the components of the carrying value of the 2023 Notes were as follows (dollars in thousands):

	June 30, 2021			December 31, 2020
Principal amount of debt	$	150,000		$	150,000
Unamortized debt issuance cost		(1,422	)		(1,785	)
Original issue discount, net of accretion		(943	)		(1,183	)
Carrying value of 2023 Notes	$	147,635		$	147,032

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the 2023 Notes were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2021		2020
Borrowing interest expense	$	3,187	$	744
Amortization of debt issuance cost		183		38
Accretion of original issue discount		121		27
Total interest and debt financing expenses	$	3,491	$	809

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the 2023 Notes were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	6,375	$	744
Amortization of debt issuance cost		363		38
Accretion of original issue discount		240		27
Total interest and debt financing expenses	$	6,978	$	809

 2026 Notes

On March 10, 2021, the “Company and U.S. Bank National Association (the “Trustee”), entered into an Indenture (the “Base Indenture”) and First Supplemental Indenture (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The First Supplemental Indenture relates to the Company’s issuance of $300,000,000 aggregate principal amount of its 2.950% notes due 2026 (the “2026 Notes”).

The 2026 Notes will mature on March 10, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The 2026 Notes bear interest at a rate of 2.950% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

104

As of June 30, 2021 and December 31, 2020, the components of the carrying value of the 2026 Notes were as follows (dollars in thousands):

	June 30, 2021			December 31, 2020
Principal amount of debt	$	300,000		$	—
Unamortized debt issuance cost		(3,046	)		—
Original issue discount, net of accretion		(2,264	)		—
Carrying value of 2026 Notes	$	294,690		$	—

For the three months ended June 30, 2021 and 2020, the components of interest expense related to the 2026 Notes were as follows (dollars in thousands):

	For the Three Months Ended June 30,
		2021		2020
Borrowing interest expense		$	2,213	$	—
Amortization of debt issuance cost			162		—
Amortization of original issue discount			120		—
Total interest and debt financing expenses		$	2,495	$	—

For the six months ended June 30, 2021 and 2020, the components of interest expense related to the 2026 Notes were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2021		2020
Borrowing interest expense	$	2,729	$	—
Amortization of debt issuance cost		199		—
Amortization of original issue discount		148		—
Total interest and debt financing expenses	$	3,076	$	—

Distribution Policy

The following table summarizes distributions declared during the six months ended June 30, 2021 (dollars in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 18, 2021	March 31, 2021	April 30, 2021	$	0.34	$	21,951
April 27, 2021	June 30, 2021	July 30, 2021	$	0.34	$	21,951
Total distributions declared			$	0.68	$	43,902

The following table summarizes distributions declared during the six months ended June 30, 2020 (dollars in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 20, 2020	March 31, 2020	April 30, 2020	$	0.41	$	21,176
May 4, 2020	June 30, 2020	July 30, 2020	$	0.34	$	21,951
Total distributions declared			$	0.75	$	43,127

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

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

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

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

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

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Commitments and Off-Balance Sheet Arrangements

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

As of June 30, 2021, the Company had $213.0 million of unfunded commitments under loan and financing agreements as follows (dollars in thousands): 

 

	Expiration Date (1)	Unfunded Commitments (2)
First Lien Senior Secured Loans
9 Story Media Group Inc. - Revolver	4/30/2026	$	1
A&R Logistics, Inc. - Revolver	5/5/2025		3,642
Allworth Financial Group, L.P. - Delayed Draw	12/23/2026		3,042
Allworth Financial Group, L.P. - Revolver	12/23/2026		2,440
American Trailer Rental Group - Delayed Draw	12/1/2027		2,940
AMI US Holdings Inc. - Revolver	4/1/2024		1,047
Amspec Services, Inc. - Revolver	7/2/2024		4,745
Ansira Holdings, Inc. - Revolver	12/20/2024		1,700
AP Plastics Group, LLC - Revolver	8/2/2021		7,084
Appriss Holdings, Inc. - Revolver	5/6/2027		753
Appriss Holdings, Inc. - Revolver	5/30/2025		3,547
Aramsco, Inc. - Revolver	8/28/2024		3,387
Batteries Plus Holding Corporation - Revolver	7/6/2022		3,117
Captain D's LLC - Revolver	12/15/2023		1,862
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		44
CPS Group Holdings, Inc. - Revolver	3/3/2025		4,933
CST Buyer Company - Revolver	10/3/2025		2,190
Datix Bidco Limited - Revolver	10/28/2024		13
DC Blox Inc. - First Lien Senior Secured Loan	3/22/2026		14,607
Direct Travel, Inc. - Delayed Draw	10/2/2023		3,075
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/15/2022		1,842
Element Buyer, Inc. - Revolver	7/19/2024		3,967
Grammer Purchaser, Inc. - Revolver	9/30/2024		1,050
Great Expressions Dental Center PC - Revolver	9/28/2022		643
Green Street Parent, LLC - Revolver	8/27/2025		2,032
GSP Holdings, LLC - Revolver	11/6/2025		2,947
JHCC Holdings, LLC - Delayed Draw	9/9/2025		2,635
JHCC Holdings, LLC - Revolver	9/9/2025		1,817
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		853
Margaux Acquisition Inc. - Revolver	12/19/2024		2,872
Margaux UK Finance Limited - Revolver	12/19/2024		689
MRI Software LLC - Delayed Draw	2/10/2026		731
MRI Software LLC - Revolver	2/10/2026		1,782
MZR Buyer, LLC - Revolver	12/21/2026		5,210
New Look Vision Group - Delayed Draw	5/26/2028		5,386
New Look Vision Group – Revolver	5/26/2026		1,477
Opus2 - Delayed Draw	4/30/2028		7,536
Profile Products LLC - Revolver	12/20/2024		2,146
Refine Intermediate, Inc. - Revolver	9/3/2026		5,340
RoC Opco LLC - Revolver	2/25/2025		6,828
Solaray, LLC - Revolver	9/9/2022		8,160
Sontiq, Inc. (fka EZShield, Inc.) - Revolver	3/1/2026		1,412
SumUp Holdings Luxembourg S.à.r.l. - First Lien Senior Secured Loan	2/17/2026		11,924
SunMed Group Holdings, LLC - Revolver	6/16/2027		1,229
TA/Weg Holdings  - Delayed Draw	10/2/2025		371
TA/Weg Holdings  - Delayed Draw	10/2/2025		2,392
TEI Holdings Inc. - Revolver	12/23/2025		3,169
TGI Sport Bidco Pty Ltd - First Lien Senior Secured Loan	4/30/2027		3,128
Thrasio, LLC - Delayed Draw	12/18/2026		8,727
Tidel Engineering, L.P. - Revolver	3/1/2023		4,250
TLC Purchaser, Inc. - Delayed Draw	10/13/2025		7,119
TLC Purchaser, Inc. - Revolver	10/13/2025		3,916
V Global Holdings LLC  - Revolver	12/22/2025		7,885
Ventiv Holdco, Inc. - Revolver	9/3/2025		3,407
WCI-HSG Purchaser, Inc. - Revolver	2/24/2025		2,015
Whitcraft LLC - Revolver	4/3/2023		1,812
World Insurance - Delayed Draw	4/1/2026		5,549
World Insurance - Revolver	4/1/2026		931
WU Holdco, Inc. - First Lien Senior Secured Loan	3/26/2026		1,708
WU Holdco, Inc. - Revolver	3/26/2025		3,381
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Total First Lien Senior Secured Loans		$	212,982

⁽¹⁾ Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

⁽²⁾ Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of June 30, 2021.

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As of December 31, 2020, the Company had $189.9 million of unfunded commitments under loan and financing agreements as follows (dollars in thousands):

	Expiration Date (1)	Unfunded Commitments (2)
First Lien Senior Secured Loans
9 Story Media Group Inc. - Revolver	4/30/2026	$	74
A&R Logistics, Inc. - Revolver	5/5/2025		6,096
Abracon Group Holding, LLC. - Revolver	7/18/2024		2,833
Allworth Financial Group, L.P. - Delayed Draw	12/23/2026		3,042
Allworth Financial Group, L.P. - Revolver	12/23/2026		2,440
AMI US Holdings Inc. - Revolver	4/1/2024		488
Amspec Services, Inc. - Revolver	7/2/2024		5,667
Ansira Holdings, Inc. - Revolver	12/20/2024		1,700
AP Plastics Group, LLC - Revolver	8/2/2021		5,667
Appriss Holdings, Inc. - Revolver	5/30/2025		4,711
Aramsco, Inc. - Revolver	8/28/2024		3,387
Batteries Plus Holding Corporation - Revolver	7/6/2022		4,250
Captain D’s LLC - Revolver	12/15/2023		490
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		4,428
CMI Marketing Inc - Revolver	5/24/2023		2,112
CPS Group Holdings, Inc. - Revolver	3/3/2025		4,933
CST Buyer Company - Revolver	10/3/2025		2,190
Datix Bidco Limited - Revolver	10/28/2024		1,328
Direct Travel, Inc. - Delayed Draw	10/2/2023		4,800
Dorner Manufacturing Corp - Revolver	3/15/2022		1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/15/2022		1,275
Element Buyer, Inc. - Revolver	7/19/2024		3,967
FFI Holdings I Corp - Delayed Draw	1/24/2025		3,156
FFI Holdings I Corp - Revolver	1/24/2025		3,938
Fineline Technologies, Inc. - Revolver	11/4/2022		2,633
Grammer Purchaser, Inc. - Revolver	9/30/2024		1,050
Great Expressions Dental Center PC - Revolver	9/28/2022		513
Green Street Parent, LLC - Revolver	8/27/2025		2,419

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	Expiration Date (1)	Unfunded Commitments (2)
GSP Holdings, LLC - Revolver	11/6/2025		3,400
JHCC Holdings, LLC - Delayed Draw	9/9/2025		6,262
JHCC Holdings, LLC - Revolver	9/9/2025		1,272
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		1,066
Margaux Acquisition Inc. - Revolver	12/19/2024		2,872
Margaux UK Finance Limited - Revolver	12/19/2024		681
MRI Software LLC - Delayed Draw	2/10/2026		731
MRI Software LLC - Revolver	2/10/2026		1,782
Profile Products LLC - Revolver	12/20/2024		3,003
Refine Intermediate, Inc. - Revolver	9/3/2026		5,340
RoC Opco LLC - Revolver	2/25/2025		10,241
Solaray, LLC - Revolver	9/9/2022		5,327
TA/WEG Holdings - Delayed Draw	10/2/2025		7,538
TEI Holdings Inc. - Revolver	12/23/2025		1,055
Thrasio - Delayed Draw	12/18/2026		12,522
Tidel Engineering, L.P. - Revolver	3/1/2023		4,250
TLC Purchaser, Inc. - Delayed Draw	10/13/2025		7,119
TLC Purchaser, Inc. - Revolver	10/13/2025		8,900
V Global - Revolver	12/22/2025		7,885
Ventiv Holdco, Inc. - Revolver	9/3/2025		2,981
WCI-HSG Purchaser, Inc. - Revolver	2/24/2025		1,612
Whitcraft LLC - Revolver	4/3/2023		1,812
WU Holdco, Inc. - Revolver	3/26/2025		3,043
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Total First Lien Senior Secured Loans		$	189,925

⁽¹⁾ Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

⁽²⁾ Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2020.

Significant Accounting Estimates and Critical Accounting Policies

Basis of Presentation

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

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Use of Estimates

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

Revenue Recognition

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

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

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

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

Valuation of Portfolio Investments

Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If we cannot obtain a price from an independent pricing service or if the independent pricing service is not deemed to be representative with the market, we value certain investments held by us on the basis of prices provided by principal market makers. Generally investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained, in some cases, primarily illiquid securities, multiple quotes may not be available and the mid of the bid/ask from one broker will be used. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the Board, based on the input of our Advisor, our Audit Committee and one or more independent third-party valuation firms engaged by our Board.

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

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With respect to investments for which market quotations are not readily available, the Advisor will undertake a multi-step valuation process, which includes among other things, the below:

• Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Advisor responsible for the portfolio investment or by an independent valuation firm;

• Preliminary valuation conclusions are then documented and discussed with our senior management and our Advisor. Agreed upon valuation recommendations are presented to our Audit Committee;

• Our Audit Committee of our Board reviews the valuations presented and recommends values for each of the investments to our Board;

• At least once annually, the valuation for each portfolio investment constituting a material portion of the Company’s portfolio will be reviewed by an independent valuation firm; and

• Our Board discusses valuations and determines the fair value of each investment in good faith based upon, among other things, the input of our Advisor, independent valuation firms, where applicable, and our Audit Committee.

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

Contractual Obligations

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

On October 11, 2018, the Board approved, subject to completion of the IPO, the Investment Advisory Agreement. Beginning with the calendar quarter that commences January 1, 2019, this Investment Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement. Pursuant to this Agreement, effective February 1, 2019, the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.

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

111

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

A summary of the maturities of our principal amounts of debt and other contractual payment obligations as of June 30, 2021 are as follows (dollars in thousands):

	Payments Due by Period
	Total		Less than 1 year		1 — 3 years		3 — 5 years		More than 5 years
2018-1 Notes	$	365,700	$	-	$	-	$	-	$	365,700
JPM Credit Facility		103,233		-		-		103,233		-
2019-1 Debt		398,750		-		-		-		398,750
2023 Notes		150,000		-		150,000		-		-
2026 Notes		300,000		-		-		300,000		-
Total Debt Obligations	$	1,317,683	$	-	$	150,000	$	403,233	$	764,450

Subsequent Events

On July 16, 2021 the Company repurchased $37.5 million of the 2023 Notes at a total cost of $39.5 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

Assuming that the statement of financial condition as of June 30, 2021 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands):

Change in Interest Rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Net Increase (Decrease) in Net Investment Income
Down 25 basis points	$	(543	)	$	(1,249	)	$	706
Up 100 basis points		7,445			8,547			(1,102	)
Up 200 basis points		30,623			17,094			13,529
Up 300 basis points		54,107			25,640			28,467

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

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2021 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter 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

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the six months ended June 30, 2021, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2020.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits, Financial Statement Schedules [TBU]

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the six months ended June 30, 2021 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).

Exhibit Number	Description of Document
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
3.2	Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
4.1	Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.1	Investment Advisory Agreement, dated October 6, 2016, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.2	Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.3	Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.4	Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).

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Exhibit Number	Description of Document
10.5	Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.6	Revolving Credit Agreement, dated December 22, 2016, among the Company, as Borrower, BCSF Holdings, L.P., as the Feeder Fund, and BCSF Holdings Investors, L.P., as the Feeder Fund General Partner and Sumitomo Mitsui Banking Corporation, as Sole Lead Arranger, Administrative Agent, Letter of Credit Issuer and Lender. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on December 23, 2016).
10.7	Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.7. to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 13, 2017).
10.8	Omnibus Amendment No. 1, dated May 15, 2018, to Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on May 17, 2018).
10.9	Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.10	Portfolio Management Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.11	Loan Sale Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.12	Collateral Administration Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.13	Master Participation Agreement, dated as of September 28, 2018, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2018-1, LLC, as issuer (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.14	Credit and Security Agreement, dated February 19, 2019, by and among the Company as Equityholder and Servicer, BCSF II-C, LLC as Borrower, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent and Custodian (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 28, 2019).
10.15	Loan and Security Agreement, dated April 30, 2019, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on August 7, 2019).
10.16	Indenture, dated as of August 28, 2019, between BCC Middle Market CLO 2019-1, LLC, as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).

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Exhibit Number	Description of Document
10.17	Class A-1L Credit Agreement, dated as of August 28, 2019, among BCC Middle Market CLO 2019-1, LLC, as borrower, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-borrower, Capital One, National Association, as lender, Wells Fargo Bank, National Association, as loan agent, and Wells Fargo, National Association, as collateral trustee (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 26, 2020).
10.18	Portfolio Management Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.19	Loan Sale Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.20	Collateral Administration Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.21	Master Participation Agreement, dated as of August 28, 2019, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2019-1, LLC, as issuer (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.22	Master Participation Agreement, dated as of August 28, 2019, by and between BCSF II-C, LLC, as financing subsidiary, and BCC Middle Market CLO 2019-1, LLC, as issuer (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.23	Amended and Restated Credit Agreement, dated January 8, 2020, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 26, 2020).
10.24	First Amendment to Loan and Security Agreement, dated January 29, 2020, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 26, 2020).
10.25	Second Amendment to Loan and Security Agreement, dated March 20, 2020, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank (incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 4, 2020).
10.26	Revolving Loan Agreement, dated March 27, 2020, by and between the Company, as Borrower, and BCSF Advisors, LP, as Lender (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 4, 2020).
10.27	Omnibus Amendment No. 1 to Amended and Restated Credit Agreement, dated March 31, 2020, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 4, 2020).

116

Exhibit Number	Description of Document
10.28	Master Note Purchase Agreement, dated June 10, 2020, of the Company (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on August 5, 2020).
10.29	Third Amendment to Loan and Security Agreement, dated July 2, 2020, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on August 5, 2020).
10.30	Second Amended and Restated Credit Agreement, dated August 14, 2020, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 5, 2020).
10.31	Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 24, 2021).
10.32	Underwriting Agreement, dated March 3, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP and Goldman Sachs & Co. LLC, as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 5, 2021).
10.33	Indenture, dated as of March 10, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
10.34	First Supplemental Indenture, dated as of March 10, 2021, relating to the 2.950% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
10.35	Form of 2.950% Notes due 2026 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
14.1	Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on November 15, 2018).
23.1	Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company's Annual Report on Form 10-K (File No. 814-01175) filed on February 24, 2021).
24.1	Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on March 29, 2017).
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

*             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.

Bain Capital Specialty Finance, Inc.
Date: August 4, 2021	By:	/s/ Michael A. Ewald
	Name:	Michael A. Ewald
	Title:	Chief Executive Officer

Date: August 4, 2021	By:	/s/ Sally F. Dornaus
	Name:	Sally F. Dornaus
	Title:	Chief Financial Officer

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