UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

OR

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

Commission file number: 814-01474

BAIN CAPITAL PRIVATE CREDIT

(Exact Name of Registrant as Specified in its Charter)

Delaware	87-6984749
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 Clarendon Street, 37th Floor Boston, MA	02116
(Address of Principal Executive Office)	(Zip Code)

(617) 516-2000

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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

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

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

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

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

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

The Registrant’s common shares of beneficial interest (“Common Shares”), $0.01 par value per share, outstanding as of August 14, 2024 were 0, 0 and 9,787,821 of Class S, Class D and Class I Common Shares, respectively. Common Shares outstanding exclude August 1, 2024 subscriptions since the issuance price is not yet finalized at this time.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements:	3
	Consolidated Statements of Assets and Liabilities as of June 30, 2024 (unaudited) and December 31, 2023	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2024 and 2023 (unaudited)	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)	7
	Consolidated Schedules of Investments as of June 30, 2024 (unaudited) and December 31, 2023	9
	Notes to Consolidated Financial Statements (unaudited)	19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	72
Item 4.	Controls and Procedures	72
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	74
Item 1A.	Risk Factors	74
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	74
Item 3.	Defaults Upon Senior Securities	74
Item 4.	Mine Safety Disclosures	74
Item 5.	Other Information	75
Item 6.	Exhibits, Consolidated Financial Statement Schedules	76
	SIGNATURES	78

i

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, BCPC 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 1, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2023 and in our filings with the Securities and Exchange Commission (the “SEC”). Except as otherwise specified in this Quarterly Report, the terms “we”, “us”, “our”, and the “Company” refer to Bain Capital Private Credit.

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

ii

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share and per share data)

	As of		As of
	June 30, 2024 (Unaudited)		December 31, 2023
Assets
Investments at fair value:
Non controlled/non affiliate investment (amortized cost of $344,526 and $188,766, respectively)	$	344,539	$	188,789
Non-controlled/affiliate investment (amortized cost of $4,200 and $3,965, respectively)		4,200		3,965
Cash and cash equivalents		5,527		19,031
Foreign cash (cost of $73 and $211, respectively)		66		213
Collateral on forward currency exchange contracts		267		-
Restricted cash and cash equivalents		50		50
Receivable for investments sold		4,043		4,152
Interest receivable on investments		3,975		3,744
Deferred financing costs (net of accumulated amortization of $281 and $26, respectively)		2,451		2,410
Prepaid insurance		718		140
Deferred offering cost		587		1,214
Unrealized appreciation on forward currency exchange contracts		257		-
Other receivables		-		32
Total Assets	$	366,680	$	223,740
Liabilities
Debt		194,759		99,989
Interest expense payable		2,046		752
Payable for investments purchased		1,992		4,352
Incentive fee payable		1,668		148
Base management fee payable		1,294		132
Distributions payable		1,206		2,201
Accrued expenses and other liabilities		349		386
Due to affiliate		-		5,420
Unrealized depreciation on forward currency exchange contracts		-		90
Total Liabilities		203,314		113,470
Commitments and Contingencies (See Note 9)
Net Assets
Common Shares, $0.01 par value (6,432,555 and 4,431,245 shares issued and outstanding, respectively)		64		44
Paid-in-capital in excess of par value		159,964		109,988
Accumulated distributable earnings		3,338		238
Total Net Assets		163,366		110,270
Total Liabilities and Total Net Assets	$	366,680	$	223,740

See Notes to Consolidated Financial Statements

3

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share and per share data)

	As of		As of
	June 30, 2024 (Unaudited)		December 31, 2023
Net Asset Value Per Share
Class I Shares:
Net assets	$	163,366	$	110,270
Common Shares outstanding ($0.01 par value, unlimited shares authorized)		6,432,555		4,431,245
Net asset value per share	$	25.40	$	24.88

See Notes to Consolidated Financial Statements

4

BAIN CAPITAL PRIVATE CREDIT

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,
	2024			2023			2024			2023
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments	$	9,489		$	-		$	16,695		$	-
PIK income		14			-			28			-
Other income		636			-			1,669			-
Total interest income from non-controlled/non-affiliate investments		10,139			-			18,392			-
Expenses
Interest and debt financing expenses	$	3,886		$	-		$	6,407		$	-
Incentive fee		787			-			1,520			-
Base management fee		640			-			1,162			-
Professional fees and operating expenses		583			181			1,080			409
Amortization of deferred offering costs		349			-			698			-
Organization costs		115			88			219			473
Trustee fees		108			108			216			216
Total Expenses Before Fee Waivers		6,468			377			11,302			1,098
Expense support		(822	)		-			(1,559	)		-
Total Expenses, Net of Fee Waivers		5,646			377			9,743			1,098
Net Investment Income (Loss) Before Taxes		4,493			(377	)		8,649			(1,098	)
Income taxes, including excise taxes		46			-			46			-
Net Investment Income (Loss)		4,447			(377	)		8,603			(1,098	)
Net Realized and Unrealized Gains (Losses)
Net realized gain on non-controlled/non-affiliate investments		118			-			141			-
Net realized loss on foreign currency transactions		(1	)		-			(27	)		-
Net realized loss on foreign currency of debt		-			-			(12	)		-
Net realized gain on forward currency exchange contracts		-			-			41			-
Net change in unrealized appreciation on foreign currency translation		12			-			(9	)		-
Net change in unrealized appreciation on foreign currency translation on debt		12			-			329			-
Net change in unrealized appreciation on forward currency exchange contracts		145			-			347			-
Net change in unrealized appreciation on non-controlled/non-affiliate investments		837			-			(10	)		-
Total Net Gains		1,123			-			800			-
Net Increase (Decrease) in Net Assets Resulting from Operations	$	5,570		$	(377	)	$	9,403		$	(1,098	)

See Notes to Consolidated Financial Statements

5

BAIN CAPITAL PRIVATE CREDIT

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,
		2024				2023				2024				2023
Operations
Net investment income (loss)	$		4,447		$		(377	)	$		8,603		$		(1,098	)
Net realized gains			117				-				143				-
Net change in unrealized appreciation			1,006				-				657				-
Net Increase (Decrease) in Net Assets Resulting from Operations	$		5,570		$		(377	)	$		9,403		$		(1,098	)
Distributions to Shareholders
Class I			(3,401	)			-				(6,303	)			-
Net Decrease in Net Assets Resulting from Distributions to Shareholders	$		(3,401	)	$		-		$		(6,303	)	$		-
Capital Share Transactions
Class I:
Proceeds from shares sold	$		22,855		$		-		$		49,000		$		1,000
Distributions reinvested			637				-				996				-
Net Increase from Capital Share Transactions	$		23,492		$		-		$		49,996		$		1,000
Net Assets
Total increase (decrease) in net assets during the period			25,661				(377	)			53,096				(98	)
Net Assets, beginning of period			137,705				(810	)			110,270				(1,089	)
Net Assets at End of Period	$		163,366		$		(1,187	)	$		163,366		$		(1,187	)

See Notes to Consolidated Financial Statements

6

BAIN CAPITAL PRIVATE CREDIT

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,
	2024			2023
Cash Flows From Operating Activities
Net increase (decrease) in net assets resulting from operations	$	9,403		$	(1,098	)
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used in) operating activities:
Purchases of investments		(191,238	)		(646	)
Proceeds from principal payments and sales of investments		33,921			-
Increase in investments due to PIK		(28	)		-
Accretion of discounts and amortization of premiums		(760	)		-
Amortization of deferred financing costs and debt issuance costs		256			-
Amortization of deferred offering costs		698			-
Net realized (gain) loss from investments		(141	)		-
Net realized (gain) loss on foreign currency transactions		27			-
Net realized (gain) loss on foreign currency of debt		12			-
Net change in unrealized appreciation on investments		10			-
Net change in unrealized appreciation on foreign currency translation		9			-
Net change in unrealized appreciation on foreign currency translation on debt		(329	)		-
Net change in unrealized appreciation on forward currency exchange contracts		(347	)		-
Changes in operating assets and liabilities:
Collateral on forward currency exchange contracts		(267	)		-
Interest receivable on investments		(231	)		-
Deferred offering cost		-			(336	)
Prepaid insurance		(578	)		23
Due to affiliate		(5,420	)		1,364
Interest expense payable		1,294			-
Incentive fee payable		1,520			-
Accrued expenses and other liabilities		(37	)		52
Base management fee payable		1,162			-
Net Cash Used in Operating Activities		(151,064	)		(641	)
Cash Flows From Financing Activities
Borrowings on debt		166,100			-
Repayments of debt		(71,013	)		-
Payments of financing costs		(297	)		-
Increase in subscriptions received in advance		-			2,000
Payments of offering costs		(71	)		-
Proceeds from issuance of Common Shares		49,000			1,000
Shareholder distributions paid		(6,270	)		-
Net Cash Provided by Financing Activities		137,449			3,000
Net Increase (Decrease) in Cash, Foreign Cash, Restricted Cash and Cash Equivalents		(13,615	)		2,359
Effect of foreign currency exchange rates		(36	)		-
Cash, Foreign Cash, Restricted Cash and Cash Equivalents, Beginning of Period		19,294			5
Cash, Foreign Cash, Restricted Cash and Cash Equivalents, End of Period	$	5,643		$	2,364

See Notes to Consolidated Financial Statements

7

BAIN CAPITAL PRIVATE CREDIT

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,
	2024		2023
Supplemental Disclosure of Cash Flow Information and Non-Cash Activities:
Cash interest paid during the period	$	4,857	$	-
Reinvestment of dividends during the period		996		-
Cash	$	5,527	$	364
Restricted cash		50		-
Foreign cash		66		-
Cash held in escrow		-		2,000
Total cash, foreign cash, restricted cash and cash equivalents shown in the consolidated statements of cash flows	$	5,643	$	2,364

See Notes to Consolidated Financial Statements

8

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of June 30, 2024
(In thousands)
(Unaudited)
 

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date	Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Non Controlled/Non Affiliate Investments
Aerospace & Defense
Saturn Purchaser Corp. (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.35%	10.69%	7/23/2029	$	13,739	$	13,491		$	13,738
Aerospace & Defense Total									13,491			13,738			8.4	%
Automotive
Intoxalock (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.10%	10.44%	11/1/2028	$	9,850		9,762			9,849
Automotive Total									9,762			9,849			6.0	%
Banking, Finance, Insurance & Real Estate
Sikich (10)(15)(17)	Preferred Equity	—	13.00% PIK	13.00%	—		30		3,000			3,000
Sikich (10)(12)(17)	Warrants	—	—	—	—		5		-			-
Sikich (10)(12)(17)	Warrants	—	—	—	—		2		-			-
Banking, Finance, Insurance & Real Estate Total									3,000			3,000			1.8	%
Beverage, Food & Tobacco
AgroFresh Solutions (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	6.35%	11.69%	3/31/2028	$	1,868		1,836			1,847
AgroFresh Solutions (13)(17)(18)	First Lien Senior Secured Loan	SOFR	6.35%	11.69%	3/31/2029	$	11,182		10,996			11,069
Beverage, Food & Tobacco Total									12,832			12,916			7.9	%
Capital Equipment
DiversiTech (14)	First Lien Senior Secured Loan	SOFR	4.01%	9.35%	12/22/2028	$	1,990		1,983			1,999
Ergotron Acquisition LLC (13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.85%	11.20%	7/6/2028	$	14,738		14,480			14,738
Capital Equipment Total									16,463			16,737			10.2	%
Chemicals, Plastics & Rubber
Duraco (13)(16)(17)	First Lien Senior Secured Loan	SOFR	6.50%	11.84%	6/6/2029	$	6,260		6,167			6,166
Duraco (4)(5)(9)(17)	First Lien Senior Secured Loan - Revolver	—	—	—	6/6/2029	$	-		(13	)		(10	)
INEOS Quattro (6)(21)	First Lien Senior Secured Loan	SOFR	3.85%	9.19%	3/14/2030	$	1,990		1,978			1,990
Prince/Ferro (14)	First Lien Senior Secured Loan	SOFR	4.25%	9.71%	4/23/2029	$	1,990		1,916			1,947
V Global Holdings LLC (13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.90%	11.22%	12/22/2027	$	11,766		11,640			11,207
Chemicals, Plastics & Rubber Total									21,688			21,300			13.1	%
Construction & Building
Chase Industries, Inc. (15)(17)(18)	First Lien Senior Secured Loan	SOFR	4.40% (1.25% PIK)	10.98%	5/12/2025	$	4,663		4,267			4,406
Chase Industries, Inc. (15)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.40% (1.25% PIK)	10.98%	5/12/2025	$	487		443			460
Chase Industries, Inc. (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.65%	10.98%	5/12/2025	$	470		399			425
Usic Holdings, Inc. (13)(19)	First Lien Senior Secured Loan	SOFR	3.76%	9.10%	5/12/2028	$	1,995		1,966			1,931
Construction & Building Total									7,075			7,222			4.4	%

See Notes to Consolidated Financial Statements

9

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of June 30, 2024
(In thousands)
(Unaudited)
 

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date	Principal/ Share (2)		Cost			Market Value		% of NAV (3)
Consumer goods: Durable
New Milani Group LLC (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%	10.93%	6/6/2026	$	8,414	$	8,414		$	8,414
New Milani Group LLC (5)(17)(21)	First Lien Senior Secured Loan - Revolver	SOFR	5.50%	10.94%	6/6/2026	$	400		400			400
Consumer goods: Durable Total									8,814			8,814		5.4	%
Consumer goods: Non-durable
Evriholder (13)(16)(17)	First Lien Senior Secured Loan	SOFR	6.90%	12.23%	1/24/2028	$	4,136		4,099			4,116
RoC Skincare (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	2/21/2030	$	-		(54	)		-
RoC Skincare (13)(17)(18)	First Lien Senior Secured Loan	SOFR	6.00%	11.33%	2/21/2031	$	10,973		10,816			10,973
Consumer goods: Non-durable Total									14,861			15,089		9.2	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (5)(17)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.00%	11.44%	12/29/2027	$	87		78			85
ASP-r-pac Acquisition Co LLC (13)(17)(19)	First Lien Senior Secured Loan	SOFR	6.26%	11.59%	12/29/2027	$	10,609		10,276			10,503
Containers, Packaging & Glass Total									10,354			10,588		6.5	%
Environmental Industries
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	EURIBOR	6.00%	9.72%	7/12/2029	€	937		1,019			1,004
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA	6.25%	11.45%	7/12/2029	£	2,324		2,924			2,937
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	EURIBOR	6.00%	9.72%	7/12/2029	£	2,499		3,103			3,077
Reconomy (5)(6)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.25%	11.45%	7/12/2029	£	1,168		1,453			1,477
Environmental Industries Total									8,499			8,495		5.2	%
FIRE: Finance
Choreo (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	2/18/2028	$	-		-			-
Choreo (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%	10.59%	2/18/2028	$	1,247		1,247			1,247
Hudson River Trading (21)	First Lien Senior Secured Loan	SOFR	3.11%	8.46%	3/20/2028	$	2,985		2,968			2,987
Wealth Enhancement Group (WEG) (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	10/4/2027	$	-		(4	)		-
Wealth Enhancement Group (WEG) (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%	10.83%	10/4/2027	$	749		718			749
FIRE: Finance Total									4,929			4,983		3.1	%

See Notes to Consolidated Financial Statements

10

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of June 30, 2024
(In thousands)
(Unaudited)
 

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date	Principal/ Share (2)		Cost			Market Value			% of NAV (3)
FIRE: Insurance
Acrisure, LLC (13)(21)	First Lien Senior Secured Loan	SOFR	3.49%	8.93%	2/15/2027	$	1,971	$	1,967		$	1,973
Asurion, LLC (21)	First Lien Senior Secured Loan	SOFR	4.10%	9.44%	8/19/2028	$	1,990		1,971			1,971
PCF (5)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%	10.83%	11/1/2028	$	868		868			868
Simplicity (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%	11.33%	12/2/2026	$	796		796			796
Simplicity (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	12/2/2026	$	-		(3	)		-
FIRE: Insurance Total									5,599			5,608			3.4	%
Forest Products & Paper
Multi-Color Corp (13)(14)	First Lien Senior Secured Loan	SOFR	5.10%	10.44%	10/29/2028	$	1,995		1,903			1,968
Forest Products & Paper Total									1,903			1,968			1.2	%
Healthcare & Pharmaceuticals
AEG Vision (5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	3/27/2026	$	-		(32	)		-
AEG Vision (5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	3/27/2026	$	-		(32	)		-
AEG Vision (13)(17)(21)	First Lien Senior Secured Loan	SOFR	5.90%	11.23%	3/27/2026	$	15,000		14,789			15,000
Apollo Intelligence (13)(19)(17)	First Lien Senior Secured Loan	SOFR	5.75%	11.07%	5/31/2028	$	13,580		13,495			13,580
Apollo Intelligence (5)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	5/31/2028	$	-		-			-
Pharmacy Partners (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	2/28/2029	$	-		(25	)		-
Pharmacy Partners (13)(16)(17)	First Lien Senior Secured Loan	SOFR	6.50%	11.84%	2/28/2029	$	9,815		9,701			9,815
Beacon Specialized Living (17)(18)	First Lien Senior Secured Loan	SOFR	5.75%	11.08%	3/25/2028	$	4,326		4,283			4,283
Beacon Specialized Living (5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	3/25/2028	$	-		-			-
Beacon Specialized Living (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	3/25/2028	$	-		(59	)		(60	)
Healthcare & Pharmaceuticals Total									42,120			42,618			26.2	%
High Tech Industries
Access (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA	5.25%	10.45%	6/28/2029	£	6,481		8,045			8,193
E-Tech Group (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%	10.84%	4/9/2030	$	3,520		3,486			3,485
E-Tech Group (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	4/9/2030	$	-		(7	)		(7	)
Gainwell Technologies (13)(19)	First Lien Senior Secured Loan	SOFR	4.10%	9.43%	10/1/2027	$	2,985		2,924			2,899
Proofpoint, Inc. (14)	First Lien Senior Secured Loan	SOFR	3.00%	8.32%	8/31/2028	$	1,990		1,983			1,995
SensorTower (10)(12)(17)	Equity Interest	—	—	—	—		63		974			974
SensorTower (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	3/15/2029	$	-		(7	)		(7	)
SensorTower (13)(17)(23)	First Lien Senior Secured Loan	SOFR	7.50%	12.84%	3/15/2029	$	14,214		14,014			14,037
SoftCo (6)(17)(18)	First Lien Senior Secured Loan	EURIBOR	7.00%	10.79%	2/22/2031	€	3,600		3,861			3,838
SoftCo (6)(10)(12)(17)	Equity Interest	—	—	—	—		900		975			973
Solifi (10)(15)(17)	Preferred Equity	—	14.50% PIK	14.50%	—		15		14,700			14,700
Utimaco (6)(17)(19)	First Lien Senior Secured Loan	SOFR	6.51%	11.82%	5/14/2029	$	5,373		5,325			5,225
Utimaco (6)(17)(21)	First Lien Senior Secured Loan	EURIBOR	6.25%	10.00%	5/14/2029	€	7,627		8,296			7,948
Utimaco (6)(17)(19)	First Lien Senior Secured Loan	SOFR	6.68%	11.99%	5/14/2029	$	2,000		1,982			1,945
High Tech Industries Total									66,551			66,198			40.6	%

See Notes to Consolidated Financial Statements

11

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of June 30, 2024
(In thousands)
(Unaudited)
 

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date	Principal/ Share (2)		Cost		Market Value		% of NAV (3)
Hotel, Gaming & Leisure
Concert Golf Partners Holdco (13)(17)(19)	First Lien Senior Secured Loan	SOFR	4.85%	10.23%	4/1/2030	$	8,808	$	8,648	$	8,808
Concert Golf Partners Holdco LLC (13)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.75%	10.13%	4/1/2030	$	1,000		982		1,000
Pyramid Global Hospitality (13)(17)(18)	First Lien Senior Secured Loan	SOFR	7.00%	12.33%	1/19/2028	$	9,875		9,621		9,875
Hotel, Gaming & Leisure Total									19,251		19,683		12.0	%
Media: Diversified & Production
Internet Brands (14)	First Lien Senior Secured Loan	SOFR	4.25%	9.59%	5/3/2028	$	2,985		2,934		2,986
Media: Diversified & Production Total									2,934		2,986		1.8	%
Media: Publishing
OGH Bidco Limited (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA	6.50%	11.69%	6/29/2029	£	8,100		10,192		9,624
OGH Bidco Limited (6)(13)(17)(21)	First Lien Senior Secured Loan	SOFR	6.50%	11.81%	9/2/2029	$	3,750		4,364		4,119
OGH Bidco Limited (5)(6)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.50%	11.69%	6/29/2029	£	1,134		1,404		1,195
Media: Publishing Total									15,960		14,938		9.1	%
Retail
PETCO (6)(13)(19)	First Lien Senior Secured Loan	SOFR	3.51%	8.85%	3/3/2028	$	2,000		1,891		1,849
Retail Total									1,891		1,849		1.1	%

See Notes to Consolidated Financial Statements

12

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of June 30, 2024
(In thousands)
(Unaudited)
 

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date	Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Services: Business
Allbridge, LLC (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.75%	11.09%	6/5/2030	$	5,000		4,963			4,963
Allbridge, LLC (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	6/5/2030	$	-		-			-
Allbridge, LLC (5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	6/5/2030	$	-		-			-
Cube (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	5/20/2031	$	-		-			-
Cube (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	5/20/2031	$	-		-			-
Cube (5)(17)(21)	First Lien Senior Secured Loan	—	—	—	2/20/2025	$	-		-			-
Discovery Senior Living (17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%	11.09%	3/18/2030	$	833		828			828
Discovery Senior Living (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	3/18/2030	$	-		(20	)		(17	)
Discovery Senior Living (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	3/18/2030	$	-		(8	)		(3	)
Discovery Senior Living (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.75%	11.09%	3/18/2030	$	4,988		4,931			4,963
Services: Business Total									10,694			10,734			6.6	%
Services: Consumer
Ancestry.com Inc. (14)	First Lien Senior Secured Loan	SOFR	3.25%	8.69%	12/6/2027	$	763		748			731
JHCC Holdings, LLC (5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	9/9/2027		-		(23	)		-
Services: Consumer Total									725			731			0.4	%
Transportation: Cargo
Gulf Winds International (13)(17)(18)	First Lien Senior Secured Loan	SOFR	7.60%	12.94%	12/16/2028	$	9,850		9,589			9,850
RoadOne (13)(17)(18)	First Lien Senior Secured Loan	SOFR	6.25%	11.59%	12/29/2028	$	7,880		7,671			7,880
Transportation: Cargo Total									17,260			17,730			10.9	%
Wholesale
Abracon Group Holding, LLC. (17)(19)	First Lien Senior Secured Loan	SOFR	6.15%	11.48%	7/6/2028	$	14,738		14,481			13,153
Blackbird Purchaser, Inc. (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%	10.83%	12/19/2030	$	617		617			617
Blackbird Purchaser, Inc. (5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	12/19/2030	$	-		-			-
Blackbird Purchaser, Inc. (13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.50%	10.83%	12/19/2030	$	3,120		3,120			3,120
SureWerx (13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%	10.58%	12/28/2029	$	9,875		9,652			9,875
Wholesale Total									27,870			26,765			16.4	%
Non Controlled/Non Affiliate Investments Total									344,526			344,539			210.9	%

See Notes to Consolidated Financial Statements

13

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of June 30, 2024
(In thousands)
(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate		Maturity Date	Principal/ Share (2)		Cost		Market Value		% of NAV (3)
Non-Controlled/Affiliate Investments
FIRE: Finance
Legacy Corporate Lending HoldCo, LLC (7)(10)(11)(12)(17)	Preferred Equity	—	—	—		—		4	$	4,100	$	4,100
Legacy Corporate Lending HoldCo, LLC, Class A (7)(10)(11)(12)(17)	Equity Interest	—	—	—		—		-		100		100
Legacy Corporate Lending HoldCo, LLC, Class B (7)(10)(11)(12)(17)	Equity Interest	—	—	—		—		-		-		-
FIRE: Finance Total										4,200		4,200		2.6	%
Non-Controlled/Affiliate Investments Total										4,200		4,200		2.6	%
Investments Total									$	348,726	$	348,739		213.5	%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class (20)	Cash Equivalents	—	—	5.23%		—	$	4,036		4,036		4,036
Cash Equivalents Total										4,036		4,036		2.4	%
Investments and Cash Equivalents Total										352,762		352,775		215.9	%
Forward Foreign Currency Exchange Contracts
Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (22)
USD 13,369	EUR 12,120	Bank of New York	1/22/2025	$	257
				$	257

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

2. The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro.

3. Percentages are based on the Company’s net assets of $163,366 as of June 30, 2024.

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

5. 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.

6. The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2024, non-qualifying assets totaled 15.1% of the Company’s total assets.

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

8. Tick mark not used

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

10. Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2024, the aggregate fair value of these securities is $23,847 or 14.6% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment	Acquisition Date
Legacy Corporate Lending (LCL)	4/21/2023
SensorTower	3/15/2024
Sikich	5/6/2024
SoftCo	3/11/2024
Solifi	5/24/2024

11. The Company holds an interest in Legacy Corporate Lending HoldCo, LLC, an operating company based out of the United States which invests primarily in asset-backed lending (“ABL”) opportunities.

12. Non-Income producing.

13. Assets or a portion thereof are pledged as collateral for the GS Revolving Credit Facility. See Note 6. Debt.

14. Loan includes interest rate floor of 0.50%.

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

16. Loan includes interest rate floor of 1.50%.

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

18. Loan includes interest rate floor of 1.00%.

19. Loan includes interest rate floor of 0.75%.

20. Cash equivalents include $50 of restricted cash.

21. Loan includes interest rate floor of 0.00%.

22. Unrealized appreciation on forward currency exchange contracts.

23. Loan includes interest rate floor of 2.00%.

See Notes to Consolidated Financial Statements

14

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(In thousands)
 

Portfolio Company	Investment Type	Index (1)	Spread (1)			Interest Rate			Maturity Date	Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Non Controlled/Non Affiliate Investments
Aerospace & Defense
Saturn Purchaser Corp. (13)(17)(18)	First Lien Senior Secured Loan	SOFR		5.60	%		11.01	%	7/23/2029	$	14,399	$	14,115		$	14,399
Aerospace & Defense Total													14,115			14,399			13.1	%
Automotive
Intoxalock (13)(17)(18)	First Lien Senior Secured Loan	SOFR		6.50	%		11.96	%	11/1/2028	$	9,900		9,802			9,900
Automotive Total													9,802			9,900			9.0	%
Capital Equipment
Ergotron Acquisition LLC (13)(17)(21)	First Lien Senior Secured Loan	SOFR		5.75	%		11.21	%	7/6/2028	$	14,813		14,521			14,813
Capital Equipment													14,521			14,813			13.4	%
Chemicals, Plastics & Rubber
V Global Holdings LLC (13)(17)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		11.43	%	12/22/2027	$	11,826		11,682			11,442
Chemicals, Plastics & Rubber Total													11,682			11,442			10.4	%
Construction & Building
Chase Industries, Inc. (15)(17)(18)	First Lien Senior Secured Loan	SOFR	5.65% (1.50% PIK)				12.50	%	5/12/2025	$	4,654		4,037			4,328
Chase Industries, Inc. (15)(17)(18)	First Lien Senior Secured Loan	SOFR	5.65% (1.50% PIK)				12.50	%	5/12/2025	$	486		422			450
Chase Industries, Inc. (4)(5)(17)(18)	First Lien Senior Secured Loan	—	—			—			5/12/2025		—		(106	)		(57	)
Construction & Building Total													4,353			4,721			4.3	%
Environmental Industries
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	EURIBOR		6.00	%		9.93	%	6/25/2029	€	937		1,018			1,035
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA		6.25	%		11.44	%	6/25/2029	£	2,324		2,922			2,962
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA		6.25	%		11.44	%	6/25/2029	£	2,499		3,102			3,150
Reconomy (5)(6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA		6.25	%		11.44	%	6/25/2029	£	375		444			478
Environmental Industries Total													7,486			7,625			6.9	%

See Notes to Consolidated Financial Statements

15

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)			Interest Rate			Maturity Date	Principal/ Share (2)		Cost		Market Value			% of NAV (3)
Healthcare & Pharmaceuticals
CPS Group Holdings, Inc. (13)(17)(18)	First Lien Senior Secured Loan	SOFR		5.25	%		10.75	%	3/3/2025	$	9,857		9,851		9,857
Apollo Intelligence (13)(17)(21)	First Lien Senior Secured Loan	SOFR		5.75	%		11.12	%	6/1/2028	$	13,649		13,553		13,581
Apollo Intelligence (4)(5)(13)(17)(19)	First Lien Senior Secured Loan	—	—			—			6/1/2028		—		—		(6	)
Healthcare & Pharmaceuticals Total													23,404		23,432			21.2	%
High Tech Industries
Access (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA		5.25	%		10.44	%	6/4/2029	£	6,481		8,032		8,262
Utimaco (6)(17)(21)	First Lien Senior Secured Loan	SOFR		6.68	%		11.99	%	5/14/2029	$	5,373		5,319		5,252
Utimaco (6)(17)(21)	First Lien Senior Secured Loan	EURIBOR		6.25	%		10.28	%	5/14/2029	€	7,627		8,287		8,235
Utimaco (6)(17)(21)	First Lien Senior Secured Loan	SOFR		6.68	%		11.99	%	5/14/2029	$	2,000		1,980		1,955
High Tech Industries Total													23,618		23,704			21.5	%
Hotel, Gaming & Leisure
Concert Golf Partners Holdco (13)(17)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		11.25	%	3/30/2029	$	8,853		8,680		8,853
Concert Golf Partners Holdco (5)(13)(17)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		11.25	%	4/2/2029	$	916		896		916
Pyramid Global Hospitality (13)(17)(18)	First Lien Senior Secured Loan	SOFR		8.00	%		13.41	%	1/19/2027	$	9,925		9,635		9,925
Hotel, Gaming & Leisure Total													19,211		19,694			17.9	%
Media: Publishing
OGH Bidco Limited (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA		6.50	%		11.69	%	6/29/2029	£	8,100		10,183		9,809
OGH Bidco Limited (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA		6.50	%		11.80	%	9/2/2029	£	3,750		4,360		4,164
OGH Bidco Limited (5)(6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA		6.50	%		11.69	%	6/29/2029	£	1,134		1,401		1,245
Media: Publishing Total													15,944		15,218			13.7	%
Transportation: Cargo
Gulf Winds International (13)(17)(21)	First Lien Senior Secured Loan	SOFR		7.10	%		12.46	%	12/16/2028	$	9,900		9,606		9,900
RoadOne (13)(17)(21)	First Lien Senior Secured Loan	SOFR		6.25	%		11.72	%	12/29/2028	$	7,920		7,687		7,920
Transportation: Cargo Total													17,293		17,820			16.2	%

See Notes to Consolidated Financial Statements

16

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(In thousands)
 

Portfolio Company	Investment Type	Index (1)	Spread (1)			Interest Rate			Maturity Date	Principal/ Share (2)		Cost		Market Value		% of NAV (3)
Wholesale
Abracon Group Holding, LLC. (13)(17)(21)	First Lien Senior Secured Loan	SOFR		6.00	%		11.54	%	7/6/2028	$	14,813		14,522		12,961
Blackbird Purchaser, Inc. (5)(17)(21)	First Lien Senior Secured Loan	—	—			—			12/19/2030		—		—		—
Blackbird Purchaser, Inc. (5)(17)(21)	First Lien Senior Secured Loan	—	—			—			12/19/2030		—		—		—
Blackbird Purchaser, Inc. (13)(17)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.86	%	12/19/2030	$	3,135		3,135		3,135
SureWerx (3)(13)(17)(19)	First Lien Senior Secured Loan	SOFR		6.75	%		12.10	%	12/28/2028	$	9,925		9,680		9,925
Wholesale Total													27,337		26,021		23.6	%
Non Controlled/Non Affiliate Investments Total													188,766		188,789		171.2	%
Non-Controlled Affiliate Investments
FIRE: Finance
Legacy Corporate Lending HoldCo, LLC (7)(10)(11)(12)(17)	Preferred Equity	—	—			—			—		4		3,875		3,875
Legacy Corporate Lending HoldCo, LLC, Class A (7)(10)(11)(12)(17)	Equity Interest	—	—			—			—		—		90		90
Legacy Corporate Lending HoldCo, LLC, Class B (7)(10)(11)(12)(17)	Equity Interest	—	—			—			—		—		—		—
FIRE: Finance Total												$	3,965	$	3,965		3.6	%
Non-Controlled Affiliate Investments Total												$	3,965	$	3,965		3.6	%
Investments Total												$	192,731	$	192,754		174.8	%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class (20)	Cash Equivalents	—	—				5.25	%	—	$	18,995	$	18,995	$	18,995
Cash Equivalents Total												$	18,995	$	18,995		17.2	%
Investments and Cash Equivalents Total												$	211,726	$	211,749		192.0	%
Forward Foreign Currency Exchange Contracts
Currency Purchased	Currency Sold	Counterparty	Settlement Date			Unrealized Appreciation (22)
USD 8,197	EUR 7,500	Bank of New York	1/22/2024			$	(90	)
						$	(90	)

See Notes to Consolidated Financial Statements

17

BAIN CAPITAL PRIVATE CREDIT
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(In thousands)

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

2.The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro.

3.Percentages are based on the Company’s net assets of $110,270 as of December 31, 2023.

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

5.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.

6.The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, non-qualifying assets totaled 21.2% of the Company’s total assets.

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

8.Tick mark not used

9.Tick mark not used

10.Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2023, the aggregate fair value of these securities is $3,965 or 3.6% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment	Acquisition Date
Legacy Corporate Lending HoldCo, LLC	4/21/2023

11.The Company holds an interest in Legacy Corporate Lending HoldCo, LLC, an operating company based out of the United States which invests primarily in asset-backed lending (“ABL”) opportunities.

12.Non-Income producing.

13.Assets or a portion thereof are pledged as collateral for the GS Revolving Credit Facility. See Note 6. Debt.

14.Tick mark not used

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

16.Tick mark not used

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

18.Loan includes interest rate floor of 1.00%.

19.Loan includes interest rate floor of 0.75%.

20.Cash equivalents include $50 of restricted cash.

21.Loan includes interest rate floor of 0.00%.

22.Unrealized appreciation on forward currency exchange contracts.

See Notes to Consolidated Financial Statements

18

BAIN CAPITAL PRIVATE CREDIT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Note 1. Organization

Bain Capital Private Credit (“BCPC” or the “Company”), is a Delaware statutory trust which was formed on December 21, 2021. BCPC Advisors, LP (the “Advisor”), a subsidiary of Bain Capital Credit, is the investment adviser of the Company. The Advisor is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”). Prior to September 28, 2023, BCSF Advisors, LP served as the investment advisor for the Company pursuant to a previous investment advisory agreement. The Company is a non-exchange traded, perpetual life management investment company that has elected to be treated and is regulated as a business development company (“BDC”) under the Investment Company Act of 1940 as amended (the “1940 Act”). As of June 30, 2024 the Company has the authority to issue unlimited shares of all classes of Common Shares, par value $0.01 per share.

The Company’s investment objective is to generate attractive risk adjusted returns, predominantly in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. The Company seeks to achieve its investment objective by investing in middle-market direct lending opportunities across North America, Europe, Australia and in other geographic markets. Middle market companies generally means companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The company focuses on senior secured credit investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender, and mezzanine debt and other junior securities with a focus on downside protection.

The Company may from time to time invest in smaller or larger companies if the opportunity presents attractive investment and risk adjusted returns. The Company may invest in common and preferred equity and in secondary purchases of assets or portfolios on an opportunistic basis, but such investments are not the principal focus of the investment strategy. The Company may also 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.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

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

Basis of Consolidation

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

19

Use of Estimates

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

Valuation of Portfolio Investments

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

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

With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist 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, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:

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

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

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

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

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

20

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

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

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

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

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

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

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

Securities Transactions, Revenue Recognition and Expenses

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

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

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

21

Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status. Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.

Expenses are recorded on an accrual basis.

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of June 30, 2024 and December 31, 2023, there were no loans on non-accrual.

Distributions

Distributions to common shareholders are recorded on the record date. The Board delegated authority to the Company's officers to declare from time to time distributions payable in an aggregate amount up to all of the Company’s (i) taxable earnings; (ii) capital gains; (iii) net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments); and (iv) any other amounts legally available for distribution to the extent the officers of the Company deem appropriate (including, if applicable, amounts representing a return of capital); provided each such Distribution shall not exceed an annualized distribution yield of 10%, as may be appropriate and in the interest of the Company's shareholders, subject to the Board’s ratification at the immediately succeeding quarterly meeting of the Board. 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 shareholders 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 shareholder’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 shareholders 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 shareholders 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 specific tax characteristics of the Company’s distributions will be reported to shareholders 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 shareholders.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan that provides for the reinvestment of cash distributions and other distributions. Shareholders who do not “opt out” of the Company’s distribution reinvestment plan will have their cash distributions and other distributions automatically reinvested in additional Common Shares, rather than receiving cash distributions and other distributions.

22

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.

Organization Expenses

Organization expenses include, among other things, the cost of incorporating the Company and the cost of legal services and other fees pertaining to the Company’s organization. These costs are expensed as incurred.

Offering Costs

Offering costs in connection with the continuous offering of Common Shares of the Company are recognized as a deferred charge and are amortized on a straight-line basis over 12 months beginning on the date of commencement of operations and are included in amortization of deferred offering costs in the Company’s consolidated statements of operations. As of June 30, 2024 and December 31, 2023, there were deferred offering costs of $0.6 million and $1.2 million, respectively, on the Company’s consolidated statements of assets and liabilities.

Prepaid Insurance

The Company has obtained trustees and officers liability insurance. These costs are recognized as a deferred charge and will be amortized using the straight-line method over the term of the insurance policies, beginning on the date the Company enters into each insurance policy agreement. Deferred costs related to the insurance policies are presented separately on the Company’s consolidated statement of assets and liabilities.

Professional Fees and Operating Expenses

The Company is responsible for investment expenses, legal expenses, auditing fees, and other expenses related to the Company’s operations. Such fees and expenses, including expenses incurred by the Advisor may be reimbursed by the Company.

Foreign Currency Translation

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

23

Forward Currency Exchange Contracts

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

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

Deferred Financing Costs and Debt Issuance Costs

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

Valuation of Other Financial Assets and Financial Liabilities

ASC 825, Financial Instruments, permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost (see Note 6 to the consolidated financial statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.

Income Taxes

The Company has elected to be regulated as a BDC under the 1940 Act. The Company intends to elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, the Company generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that is distributed timely to our shareholders as dividends. Therefore, no provision for federal income taxes is recorded in the consolidated financial statements. The Company evaluated tax positions it has taken, expects to take or that are otherwise relevant to the Company for purposes of determining whether any relevant tax positions would “more-likely-than-not” be sustained by the applicable tax authority. The Company has analyzed such tax positions and has concluded that no unrecognized tax benefits should be recorded for uncertain tax positions for tax years that may be open. 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 twelve months. The Company records tax positions that are not deemed to meet a more-likely-than-not threshold as tax expenses as well as any applicable penalties or interest associated with such positions.

For the three months ended June 30, 2024 and 2023, tax expense was $0.0 million and $0.0 million, respectively. For the six months ended June 30, 2024 and 2023, tax expense was $0.0 million and $0.0 million, respectively.

24

Recent Accounting Pronouncements

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

Note 3. Investments

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

	As of June 30, 2024
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loan	$		324,877		93.1	%	$		324,892		93.1	%
Preferred Equity			21,800		6.3				21,800		6.3
Equity Interest			2,049		0.6				2,047		0.6
Total	$		348,726		100.0	%	$		348,739		100.0	%

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

	As of December 31, 2023
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loan	$		188,766		98.0	%	$		188,789		98.0	%
Preferred Equity			3,875		2.0				3,875		2.0
Equity Interest			90		0.0				90		0.0
Total	$		192,731		100.0	%	$		192,754		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, 2024 (with corresponding percentage of total portfolio investments):

	As of June 30, 2024
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
USA	$		295,783		84.8	%	$		297,183		85.2	%
United Kingdom			32,504		9.3				31,626		9.1
Germany			15,603		4.5				15,118		4.3
Ireland			4,836		1.4				4,812		1.4
Total	$		348,726		100.0	%	$		348,739		100.0	%

25

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

	As of December 31, 2023
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
USA	$		145,683		75.6	%	$		146,207		75.9	%
United Kingdom			31,462		16.3				31,105		16.1
Germany			15,586		8.1				15,442		8.0
Total	$		192,731		100.0	%	$		192,754		100.0	%

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

	As of June 30, 2024
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
High Tech Industries			66,551		19.1				66,198		19.0
Healthcare & Pharmaceuticals			42,120		12.1				42,618		12.2
Wholesale			27,870		8.0				26,765		7.7
Chemicals, Plastics & Rubber			21,688		6.2				21,300		6.1
Hotel, Gaming & Leisure			19,251		5.6				19,683		5.7
Transportation: Cargo			17,260		4.9				17,730		5.1
Capital Equipment			16,463		4.7				16,737		4.8
Consumer Goods: Non-durable			14,861		4.3				15,089		4.3
Media: Publishing			15,960		4.6				14,938		4.3
Aerospace & Defense			13,491		3.9				13,738		3.9
Beverage, Food & Tobacco			12,832		3.7				12,916		3.7
Services: Business			10,694		3.1				10,734		3.1
Containers, Packaging, & Glass			10,354		3.0				10,588		3.0
Automotive			9,762		2.8				9,849		2.8
FIRE: Finance(1)			9,129		2.6				9,183		2.6
Consumer Goods: Durable			8,814		2.5				8,814		2.5
Environmental Industries			8,499		2.4				8,495		2.4
Construction & Building			7,075		2.0				7,222		2.1
FIRE: Insurance(1)			5,599		1.6				5,608		1.6
Banking, Finance, Insurance & Real Estate			3,000		0.9				3,000		0.9
Media: Diversified & Production			2,934		0.8				2,986		0.9
Forest Products & Paper			1,903		0.5				1,968		0.6
Retail			1,891		0.5				1,849		0.5
Services: Consumer			725		0.2				731		0.2
Total	$		348,726		100.0	%	$		348,739		100.0	%

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

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

26

	As of December 31, 2023
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
Wholesale	$		27,337		14.1	%	$		26,021		13.5	%
High Tech Industries			23,618		12.2				23,704		12.3
Healthcare & Pharmaceuticals			23,404		12.1				23,432		12.2
Hotel, Gaming & Leisure			19,211		10.0				19,694		10.2
Transportation: Cargo			17,293		9.0				17,820		9.2
Media: Publishing			15,944		8.3				15,218		7.9
Capital Equipment			14,521		7.5				14,813		7.7
Aerospace & Defense			14,115		7.3				14,399		7.5
Chemicals, Plastics & Rubber			11,682		6.1				11,442		5.9
Automotive			9,802		5.1				9,900		5.1
Environmental Industries			7,486		3.9				7,625		4.0
Construction & Building			4,353		2.3				4,721		2.4
FIRE: Finance(1)			3,965		2.1				3,965		2.1
Total	$		192,731		100.0	%	$		192,754		100.0	%

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

Note 4. Fair Value Measurements

Fair Value Disclosures

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

	Fair Value Measurements
		Level 1			Level 2			Level 3			Measured at Net Asset Value			Total
Investments:
First Lien Senior Secured Loan	$		-	$		27,226	$		297,666	$		-	$		324,892
Preferred Equity			-			-			21,800			-			21,800
Equity Interest			-			-			2,047			-			2,047
Total Investments	$		-	$		27,226	$		321,513	$		-	$		348,739
Cash equivalents	$		4,036	$		-	$		-	$		-	$		4,036
Forward currency exchange contracts asset	$		-	$		257	$		-	$		-	$		257

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

	Fair Value Measurements
		Level 1			Level 2				Level 3			Measured at Net Asset Value			Total
Investments:
First Lien Senior Secured Loan	$		-	$		-		$		188,789	$		-	$		188,789
Preferred Equity			-			-				3,875			-			3,875
Equity Interest			-			-				90			-			90
Total Investments	$		-	$		-		$		192,754	$		-	$		192,754
Cash equivalents	$		18,995	$		-		$		-	$		-	$		18,995
Forward currency exchange contracts (liability)	$		-	$		(90	)	$		-	$		-	$		(90	)

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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, 2024:

	First Lien
	Senior
	Secured			Equity				Preferred		Total
	Loans			Interests				Equity		Investments
Balance as of January 1, 2024	$	188,789		$	90		$		3,875	$	192,754
Purchases of investments and other adjustments to cost		159,076			1,959				17,925		178,960
Paid-in-kind interest income		28			-				-		28
Net accretion of discounts (amortization of premiums)		719			-				-		719
Principal repayments and sales of investments		(51,005	)		-				-		(51,005	)
Net change in unrealized appreciation on investments		(108	)		(2	)			-		(110	)
Net realized gain on investments		167			-				-		167
Balance as of June 30, 2024	$	297,666		$	2,047		$		21,800	$	321,513
Change in unrealized appreciation attributable to investments still held at June 30, 2024	$	(101	)	$	(2	)	$		-	$	(103	)

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the six months ended June 30, 2024, there were no transfers between levels.

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

	First Lien
	Senior
	Secured			Equity			Preferred		Total
	Loans			Interests			Equity		Investments
Balance as of January 1, 2023	$	-		$	-	$		-	$	-
Purchases of investments and other adjustments to cost		198,364			90			3,875		202,329
Net accretion of discounts (amortization of premiums)		62			-			-		62
Principal repayments and sales of investments		(11,405	)		-			-		(11,405	)
Net change in unrealized appreciation on investments		23			-			-		23
Net realized gain on investments		1,745			-			-		1,745
Balance as of December 31, 2023	$	188,789		$	90	$		3,875	$	192,754
Change in unrealized appreciation attributable to investments still held at December 31, 2023	$	23		$	-	$		-	$	23

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the twelve months ended December 31, 2023, there was no transfer between levels.

Significant Unobservable Inputs

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

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

	As of June 30, 2024
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	277,978	Discounted cash flows	Comparative Yields		9.2	%	—	14.7	%	(11.0%)
Equity Interest		1,947	Comparable company multiple	EBITDA Multiple		9.6	x	—	24.8	x	(17.2x)
Total investments	$	279,925

(1)Included within the Level 3 assets of $321,513 is an amount of $41,588 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, 2024. The significant unobservable inputs used in the income approach is the comparative yield. The comparative yield is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs 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 valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2023 were as follows:

	As of December 31, 2023
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	185,654	Discounted cash flows	Comparative Yields		8.7	%	—	14.3	%	(10.5%)
Total investments	$	185,654

(1)Included within the Level 3 assets of $192,754 is an amount of $7,100 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).

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

The Company used the income approach to determine the fair value of certain Level 3 assets as of December 31, 2023. The significant unobservable inputs used in the income approach is the comparative yield. The comparative yield is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield would result in a decrease/increase, respectively, in the fair value.

Debt Not Carried at Fair Value

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

		As of
	Level	June 30, 2024		December 31, 2023
GS Revolving Credit Facility	3	$	156,259	$	97,989
SMBC Revolving Credit Facility	3		38,500		2,000
Total Debt		$	194,759	$	99,989

Note 5. Agreements and Related Party Transactions

Investment Advisory Agreement

The Company entered into an investment advisory agreement as of September 28, 2023 (the “Investment Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities. The Company entered into an administration agreement with the Advisor, pursuant to which administrative services necessary for the Company to operate will be provided. Prior to September 28, 2023, BCSF Advisors, LP, a subsidiary of Bain Capital Credit, served as the Company’s investment adviser and provided administrative services to the Company.

Base Management Fee

The base management fee is calculated at an annual rate of 0.75% (0.1875% per quarter) of our gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents. For services rendered under the Investment Advisory Agreement, the base management fee is payable monthly in arrears. The base management fee for any partial month will be appropriately pro-rated (based on the number of days actually elapsed at the end of such partial month relative to the total

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number of days in such month). For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper instruments maturing within one year of purchase. The fair value of derivative financial instruments held in the Company’s portfolio will be included in the calculation of gross assets of the Company.

For the three months ended June 30, 2024 and 2023, management fee was $0.6 million and $0.0 million, respectively. For the six months ended June 30, 2024 and 2023, management fee was $1.2 million and $0.0 million, respectively. For the three months ended June 30, 2024, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the six months ended June 30, 2024, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the three months ended June 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the six months ended June 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived.

As of June 30, 2024 and December 31, 2023, $1.3 million and $0.1 million remained payable related to the base management fee accrued in base management fee payable on the consolidated statement of assets and liabilities.

Incentive Fee

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 issued and outstanding debt or preferred stock, but excluding any distribution or shareholder servicing fees and incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

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

The incentive fee is comprised of the following two parts:

An incentive fee on pre-incentive fee net investment income, which we refer to as the incentive fee on income or the “Income Fee”. The incentive fee on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income, attributable to each class of the Company’s Common Shares, in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”). Pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.75% per quarter (7% annualized) and (ii) the sum of the Company's 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 quarterly incentive fee based on income shall be 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 for each calendar quarter will be determined as follows:

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

•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 we refer to as the “Catch-Up Amount,” determined as the sum of 2.0588% multiplied by the Company's net asset value (“NAV”)at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The “Catch-Up Amount” is meant to provide the Advisor an incentive fee of 15% on all of the Company’s pre-incentive fee net investment income when the Company’s aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and

•15% 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

The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% 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. In the event the Incentive Fee Cap is less than the amount of incentive fee based on income that would otherwise be payable, the amount of incentive fee based on income shall be reduced to an amount equal to the Incentive Fee Cap.

•An incentive fee on capital gains (the “Capital Gains Fee”) is calculated and payable in arrears as of the end of each fiscal year will equal 15% of the Company’s realized capital gains on a cumulative basis from inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees.

“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.

For the three months ended June 30, 2024 and 2023, the Company incurred $0.8 million and $0.0 million of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations.

For the six months ended June 30, 2024 and 2023, the Company incurred $1.5 million and $0.0 million of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations.

As of June 30, 2024 and December 31, 2023, there was $1.7 million and $0.1 million related to income incentive fee accrued in incentive fee payable on the consolidated statement of assets and liabilities.

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

US GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment 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 Investment Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.

For the three and six months ended June 30, 2024 and 2023, the Company did not accrue any incentive fees related to the GAAP Incentive Fee.

Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with BCPC Advisors, LP (in such capacity, the “Administrator”), as of September 28, 2023, pursuant to which the Administrator provides the administrative services necessary for us to operate, and the Company utilizes 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 may 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 Act of 2002, as amended, (“Sarbanes-Oxley Act”) internal control assessment. Our allocable portion of overhead is determined by the Administrator, which uses various

31

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 $0.2 million and $0.0 million related to the Administrator for the three months ended June 30, 2024 and 2023. The Company incurred $0.2 million an $0.0 million related to the Administrator or to BCSF Advisors, LP (in its former capacity as the Company’s administrator) for the six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, there were $0.2 million and $0.0 million remained payable related to the Administrator or to BCSF Advisors, LP.

The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred $0.1 million and $0.0 million expenses related to the sub-administrator for the three months ended June 30, 2024 and 2023. The Company incurred $0.2 million and $0.0 million expenses related to the sub-administrator for the six months ended June 30, 2024 and 2023. The Administrator or BCSF Advisors, LP will not seek reimbursement in the event that any such reimbursements would cause any distributions to our shareholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.

Resource Sharing Agreement

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

The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, 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 Investment 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 invests 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 applicable to the Company received from the SEC on August 23, 2016 (as subsequently amended, the “Order”). Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent trustees 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 shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our shareholders 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.

Related Party Commitments

As of June 30, 2024 and December 31, 2023, the Advisor and/or its affiliate held 3,480,000 and 3,480,000 Class I shares of the Company’s Common Shares, respectively.

Non-Controlled/Affiliate Investments

Investments during the six months ended June 30, 2024, in which the portfolio company was an “affiliated person” (as defined in the 1940 Act) and/or an “affiliated person” that the Company is deemed to “control” (as defined in the 1940 Act) are as follows:

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Portfolio Company		Fair Value as of December 31, 2023			Gross Additions			Gross Reductions			Change in Unrealized Appreciation			Realized Gains (Losses)			Fair Value as of June 30, 2024			Dividend, Interest, and PIK Income			Other Income
Non-Controlled/Affiliate investment
Legacy Corporate Lending HoldCo, LLC Class A Common Equity	$		90	$		10	$		-	$		-	$		-	$		100	$		-	$		-
Legacy Corporate Lending HoldCo, LLC Preferred Equity			3,875			225			-			-			-			4,100			-			-
Legacy Corporate Lending HoldCo, LLC Class B Common Equity			-			-			-			-			-			-			-			-
Total Non-Controlled/Affiliate investment	$		3,965	$		235	$		-	$		-	$		-	$		4,200	$		-	$		-
Total	$		3,965	$		235	$		-	$		-	$		-	$		4,200	$		-	$		-

Investments during the year ended December 31, 2023, in which the portfolio company was an “affiliated person” (as defined in the 1940 Act) and/or an “affiliated person” that the Company is deemed to “control” (as defined in the 1940 Act) are as follows:

Portfolio Company		Fair Value as of December 31, 2022			Gross Additions			Gross Reductions			Change in Unrealized Appreciation			Realized Gains (Losses)			Fair Value as of December 31, 2023			Dividend, Interest, and PIK Income			Other Income
Non-Controlled/Affiliate investment
Legacy Corporate Lending HoldCo, LLC Class A Common Equity	$		-	$		90	$		-	$		-	$		-	$		90	$		-	$		-
Legacy Corporate Lending HoldCo, LLC Preferred Equity			-			3,875			-			-			-			3,875			-			-
Legacy Corporate Lending HoldCo, LLC Class B Common Equity			-			-			-			-			-			-			-			-
Total Non-Controlled/Affiliate investment	$		-	$		3,965	$		-	$		-	$		-	$		3,965	$		-	$		-
Total	$		-	$		3,965	$		-	$		-	$		-	$		3,965	$		-	$		-

Managing Dealer Agreement

The Company entered into a Managing Dealer Agreement with Emerson Equity LLC (the “Managing Dealer”), pursuant to which the Managing Dealer agreed to, among other things, manage our relationships with third-party brokers engaged by the Managing Dealer to participate in the distribution of Common Shares, which we refer to as “participating brokers,” and financial advisors. The Managing Dealer also coordinates our marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the offering, our investment strategies, material aspects of our operations and subscription procedures. We will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of our shares.

We have paid the Managing Dealer an engagement fee equal to $250,000 (the “Engagement Fee”) which is included in organization costs on the consolidated statement of operations. In its capacity as our investment adviser prior to September 28, 2023, BCSF Advisors, LP agreed to advance the Engagement Fee on our behalf. We are obligated to reimburse BCSF Advisors, LP for the advanced Engagement Fee upon breaking escrow for the offering. Once we have received purchase orders for at least $500,000,000, the Managing Dealer will be entitled to receive a fee equal to 0.05% of the offering proceeds (together with the Engagement Fee, the “Managing Dealer Fee”). Assuming we sell all of the shares offered under the Company’s prospectus at the maximum offering of $2,000,000,000, the maximum estimated Managing Dealer Fee would be $1,000,000. In accordance with FINRA Rule 2310, we will not pay the Managing Dealer Fee out of offering proceeds prior to the release of such proceeds from escrow.

Neither the Company nor the Managing Dealer will charge upfront sales loads with respect to Class S shares, Class D shares or Class I shares; however, if you buy Class S shares or Class D shares through certain financial intermediaries, such intermediaries may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares and a 1.5% cap on NAV for Class D shares. Selling agents will not charge such fees on Class I shares.

Subject to Financial Industry Regulatory Authority and other limitations on underwriting compensation, we will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares, and a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly.

The shareholder servicing and/or distribution fees will be paid monthly in arrears. The Managing Dealer will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible

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to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. Participating brokers and servicing brokers are not required to provide such services with respect to Class I shares. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Managing Dealer will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

We will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of the offering of the Company’s Common Shares on which, in the aggregate, underwriting compensation from all sources in connection with the offering of the Company’s Common Shares, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering

For the three and six months ended June 30, 2024 and 2023, the Company did not incur or accrue any distribution and/or shareholder servicing fees.

Deferred Offering Costs and Other Expenses

The following table shows the expenses paid by a related party of the Advisor for the three months ended June 30, 2024 and 2023 and will be reimbursed by the Company. This payable is included as a "Payable to affiliate" on the consolidated statement of assets and liabilities.

	For the Three Months Ended June 30,
	2024		2023
Deferred offering costs	$	-	$	217
Organization expenses		-		71
Professional fees and operating expenses		-		21
Insurance fees				201

The following table shows the expenses paid by a related party of the Advisor for the six months ended June 30, 2024 and 2023, and will be reimbursed by the Company. This payable is included as a "Payable to affiliate" on the consolidated statement of assets and liabilities.

	For the Six Months Ended June 30,
	2024		2023
Deferred offering costs	$	-	$	303
Organization expenses		-		427
Professional fees and operating expenses		-		224
Insurance fees				201

34

Distribution and Servicing Plan

The Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the Managing Dealer with respect to the Class S, Class D and Class I on an annualized basis as a percentage of the Company’s NAV for such class. The shareholder servicing and/or distribution fees will be paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month.

	Shareholder Servicing and/or Distribution Fee as a % of NAV
Class S shares		0.85	%
Class D shares		0.25	%
Class I shares		—

Subject to FINRA and other limitations on underwriting compensation, the Company will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for the Class S shares and a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly. The Managing Dealer has agreed to waive shareholder servicing and/or distribution fees for Class D shares for the first nine months following the date on which the Company broke escrow for the offering.

The shareholder servicing and/or distribution fees will be paid monthly in arrears. The Managing Dealer will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. Participating brokers and servicing brokers are not required to provide such services with respect to Class I shares. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Managing Dealer will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

Expense Support and Conditional Reimbursement Agreement

On September 28, 2023, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Advisor, pursuant to which the Advisor (i) has agreed to pay, on a monthly basis, a portion of the Company’s Other Operating Expenses (as defined below) to the effect that such expenses do not exceed 1.00% (on annualized basis) of the Company’s NAV (each such payment, a “Required Expense Payment”), and (ii) may elect to pay an additional portion of the Company’s expenses from time to time, provided that no portion of the payment will be used to pay any interest or distributions and/or shareholder servicing fees of the Company, (each such payment, a “Voluntary Expense Payment”), which the Company will be obligated to reimburse to the Advisor at a later date if certain conditions are met.

“Other Operating Expenses” means the Company’s organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Company’s administrator in performing its administrative obligations under the Administration Agreement.

The Advisor’s obligation to make a Required Expense Payment shall automatically become a liability of the Advisor and the Company’s right to receive a Required Expense Payment shall be an asset of the Company on the last calendar day of the applicable month. Any Required Expense Payment shall be paid by the Advisor to the Company in any combination of cash or other immediately available funds and/or offset against amounts due from the Company to the Advisor or its affiliates no later than forty-five days after such obligation was incurred.

35

The Company’s right to receive a Voluntary Expense Payment shall be an asset of the Company upon the Advisor committing in writing to pay the Voluntary Expense Payment. Any Voluntary Expense Payment that the Advisor has committed to pay shall be paid by the Advisor to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Advisor or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The amount of the Reimbursement Payment for any calendar month shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar month that have not been previously reimbursed by the Company to the Advisor; provided that the Advisor may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar month, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future months pursuant to the terms of the Expense Support Agreement.

No Reimbursement Payment for any quarter shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, (2) the Company’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relate, or (3) the Company’s Other Operating Expenses at the time of such Reimbursement Payment exceeds 1.00% of the Company’s NAV. For purposes of the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder servicing fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to the Advisor, shareholder servicing and/or distribution fees, and interest expense, by the Company’s net assets. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies.

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Advisor has waived its right to receive such payment for the applicable month.

The following table presents a summary of all expenses supported and recouped by the Advisor for the six months ended June 30, 2024:

For the Month Ended	Amount of Expense Support		Recoupment of Expense Support		Unreimbursed Expense Support		Reimbursement Eligibility Expiration	Effective Rate of Distribution per Share			Operating Expense Ratio
January 31, 2024	$	227	$	-	$	227	January 31, 2027		9.05	%		1.77	%
February 29, 2024		257		-		257	February 28, 2027		9.00	%		2.05	%
March 31, 2024		253		-		253	March 31, 2027		9.00	%		1.83	%
April 30, 2024		267		-		267	April 30, 2027		8.99	%		1.89	%
May 31, 2024		286		-		286	May 31, 2027		8.95	%		1.84	%
June 30, 2024		269		-		269	June 30, 2027		8.83	%		1.73	%
	$	1,559	$	-	$	1,559

36

As of June 30, 2023, the Company had not commenced operations and had no expense support.

Note 6. Debt

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective on November 11, 2022, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of June 30, 2024, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 183.9%. As of December 31, 2023, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 210.3%.

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

	June 30, 2024										December 31, 2023
		Total Aggregate			Principal						Total Aggregate			Principal
		Principal Amount			Amount			Carrying			Principal Amount			Amount			Carrying
		Committed			Outstanding			Value			Committed			Outstanding			Value
GS Revolving Credit Facility	$		175,000	$		156,259	$		156,259	$		150,000	$		97,989	$		97,989
SMBC Revolving Credit Facility			75,000			38,500			38,500			50,000			2,000			2,000
Total Debt	$		250,000	$		194,759	$		194,759	$		200,000	$		99,989	$		99,989

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 were 8.1% and 8.2%, respectively.

The combined weighted average borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 were $147.1 million and $97.0 million, respectively.

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

	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
GS Revolving Credit Facility	$		156,259	$		-	$		-	$		156,259	$	-
SMBC Revolving Credit Facility			38,500			-			-			38,500		-
Total Debt Obligations	$		194,759	$		-	$		-	$		194,759	$	-

Goldman Sachs Revolving Credit Facility

On November 29, 2023, the Company entered into a revolving credit facility (the “GS Revolving Credit Facility”) with the Company as equity holder, BCPC I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower (the "Borrower"), Goldman Sachs Bank USA, as syndication agent and administrative agent (“Goldman Sachs”), and Computershare Trust Company, N.A., as collateral administrator, collateral agent and collateral custodian (“Computershare”).

The maximum commitment amount under the GS Revolving Credit Facility was $150,000,000. Proceeds of the borrowings under the GS Revolving Credit Facility may be used, among other things, to fund portfolio investments by the Borrower and to make advances under delayed draw term loans and revolving loans where the Borrower is a lender. Borrowings under the GS Revolving Credit Facility accrue interest at a rate per annum equal to the floating rate applicable to the currency of such borrowings (which, for U.S. dollar-denominated borrowings, is three-month term SOFR), plus an applicable margin of 2.90%. The Borrower is required to utilize a minimum percentage of the commitments under the GS Revolving Credit Facility, with unused amounts below such minimum utilization amount accruing a fee at a rate equal to the interest rate for U.S. dollar advances as described above. In addition, the Borrower pays a commitment fee of 0.50% per annum on the average daily unused amount of the commitments under the GS Revolving Credit Facility in excess of such minimum utilization amount, in addition to certain other fees as agreed between the Borrower and Goldman Sachs.

On March 22, 2024, the BCPC I, LLC entered into a New Commitment Request (the “New Commitment Request”) among BCPC I, LLC, as borrower, the Company, as equity holder, the lenders from time to time party thereto, Goldman Sachs Bank USA, as administrative agent and syndication agent, and Computershare Trust Company, N.A., as collateral administrator, collateral agent and collateral custodian.

37

The New Commitment Request provides for an increase in the aggregate commitments of the lenders under the Revolving Credit Facility from $150,000,000 to $175,000,000 through the accordion feature in the Revolving Credit Facility. The accordion feature in the Revolving Credit Facility allows the Fund, under certain circumstances, to increase the total size of the facility to a maximum of $250,000,000.

The period during which the Borrower may make borrowings under the GS Revolving Credit Facility expires on November 29, 2026, and the GS Revolving Credit Facility will mature and all amounts outstanding must be repaid by November 29, 2028.

The GS 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. Upon the occurrence and during the continuation of an event of default, Goldman Sachs may declare the outstanding advances and all other obligations under the GS Revolving Credit Facility immediately due and payable. The Borrower’s obligations under the GS Revolving Credit Facility are secured by a first priority security interest in all of the Borrower’s portfolio investments and cash.

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

	For the Three Months Ended June 30,
	2024		2023
Borrowing interest expense	$	3,070	$	-
Unused facility fee		33		-
Amortization of deferred financing costs and upfront commitment fees		79		-
Total interest and debt financing expenses	$	3,182	$	-

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

	For the Six Months Ended June 30,
	2024		2023
Borrowing interest expense	$	5,251	$	-
Unused facility fee		99		-
Amortization of deferred financing costs and upfront commitment fees		149		-
Total interest and debt financing expenses	$	5,499	$	-

SMBC Revolving Credit Facility

On December 29, 2023, the Company entered into a senior secured revolving credit agreement (the “SMBC Revolving Credit Facility”) as Borrower, with Sumitomo Mitsui Banking Corporation, as administrative agent, sole book runner and lead arranger. The SMBC Revolving Credit Facility is effective as of December 29, 2023.

The facility amount under the SMBC Revolving Credit Facility is $50,000,000 with an accordion provision to permit increases to the total facility amount up to $500,000,000. Proceeds of the loans under the SMBC Revolving Credit Facility may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquiring and funding investments permitted under the SMBC Revolving Credit Facility, and such other uses as permitted under the SMBC Revolving Credit Facility. The maturity date is December 29, 2028.

38

Interest under the SMBC Revolving Credit Facility is equal to (I) (a) if the borrowing base (as of the most recently delivered borrowing base certificate delivered under the SMBC Revolving Credit Facility) is less than 1.60 times the Combined Debt Amount (as defined in the SMBC Revolving Credit Facility, (i) with respect to any ABR Loan (as defined in the SMBC Revolving Credit Facility), 1.125% per annum; (ii) with respect to any Term Benchmark Loan (as defined in the SMBC Revolving Credit Facility), 2.125% per annum; and (iii) with respect to any RFR Loan (as defined in the SMBC Revolving Credit Facility), 2.125% per annum or (b) if the borrowing base is greater than or equal to 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 1.00% per annum; (ii) with respect to any Term Benchmark Loan, 2.00% per annum; and (iii) with respect to any RFR Loan, 2.00% per annum plus (II) an applicable credit spread adjustment of (a) with respect to any Term Benchmark Loan denominated in Dollars, a flat credit adjustment spread of 0.10%; and (b) with respect to any RFR Loan denominated in Sterling, a flat credit spread adjustment of 0.0326%; provided, however, to the extent the Company does not have an investment grade rating from any nationally recognized rating agency on the nine-month anniversary of the closing date, the otherwise Applicable Margin (as defined in the SMBC Revolving Credit Facility) shall be increased by 0.125% per annum until such rating is obtained.

On May 24, 2024, the Company entered into a Commitment Increase Supplement (the “Joinder Agreement”), dated as of May 24, 2024, between the Company and Sumitomo Mitsui Banking Corporation, as increasing lender and administrative agent, pursuant to Section 2.08(e) of the SMBC Revolving Credit Facility, dated as of December 29, 2023 (as amended, supplemented, amended and restated, or otherwise modified from time to time, the “Credit Agreement”), among the Company, Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and issuing banks party thereto. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the SMBC Revolving Credit Facility governed by the Credit Agreement from $50,000,000 to $75,000,000.

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

	For the Three Months Ended June 30,
	2024		2023
Borrowing interest expense	$	623	$	-
Unused facility fee		26		-
Amortization of deferred financing costs and upfront commitment fees		55		-
Total interest and debt financing expenses	$	704	$	-

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

	For the Six Months Ended June 30,
	2024		2023
Borrowing interest expense	$	731	$	-
Unused facility fee		70		-
Amortization of deferred financing costs and upfront commitment fees		107		-
Total interest and debt financing expenses	$	908	$	-

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. Summary of Significant Accounting Policies. The fair value of derivative contracts open as of June 30, 2024 is included on the consolidated schedules of investments by contract. The Company had collateral receivable of $0.3 million and $0.0 million for June 30, 2024 and December 31, 2023, respectively, with the counterparties

39

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, 2024, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts were $13.2 million and $11.6 million, respectively. As of June 30, 2023, the company had no forward currency exchange contracts. By using derivative instruments, the Company is exposed to the counterparty’s credit risk—the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the consolidated statements of assets and liabilities. The Company minimizes counterparty credit risk through credit monitoring procedures, executing master netting arrangements and managing margin and collateral requirements, as appropriate.

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

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

						Net amount of
				Gross amount of		assets or
		Gross amount of		(liabilities)		(liabilities)
	Account in the	assets on the		on the		presented on the
	consolidated	consolidated		consolidated		consolidated
	statements of	statements of		statements of		statements of		Cash collateral
	assets	assets and		assets and		assets and		paid		Net
Counterparty	and liabilities	liabilities		liabilities		liabilities		(received) (1)		amounts (2)
Bank of New York	Unrealized appreciation on forward currency exchange contracts	$	257	$	-	$	257	$	-	$	257

(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, 2023:

Net amount of

Gross amount of

assets or

Gross amount of

(liabilities)

(liabilities)

Account in the

assets on the

on the

presented on the

consolidated

consolidated

consolidated

consolidated

statements of

statements of

statements of

statements of

Cash collateral

assets

assets and

assets and

assets and

paid

Net

Counterparty

and liabilities

liabilities

liabilities

liabilities

(received) (1)

amounts (2)

Bank of New York

Unrealized depreciation on forward currency exchange contracts

$

-

$

(90

)

$

(90

)

$

-

$

(90

)

(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, 2024 and 2023 was as follows:

40

	For the Three Months Ended June 30,
	2024		2023
Net realized gain (loss) on forward currency exchange contracts	$	-	$	-
Net change in unrealized appreciation on forward currency exchange contracts		145		-
Total net realized and unrealized gain on forward currency exchange contracts	$	145	$	-

Included in total net gains (losses) on the consolidated statements of operations were net gains (losses) of $(0.1) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2024. As of June 30, 2023, the Company did not have any 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. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.1 million, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations was $0.0 million for the three months ended June 30, 2024. As of June 30, 2023, the company did not enter into any forward currency exchange contracts.

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

	For the Six Months Ended June 30,
	2024		2023
Net realized gain (loss) on forward currency exchange contracts	$	41	$	-
Net change in unrealized appreciation on forward currency exchange contracts		347		-
Total net realized and unrealized gain on forward currency exchange contracts	$	388	$	-

Included in total net gains (losses) on the consolidated statements of operations were net gains (losses) of $0.0 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2024. As of June 30, 2023, the Company did not have any 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. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.4 million, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations was $0.1 million for the six months ended June 30, 2024. As of June 30, 2023, the company did not enter into any forward currency exchange contracts.

Note 8. Net Assets

The following table presents transactions in Common Shares during the three months ended June 30, 2024:

	For the Three Months Ended June 30, 2024
	Shares		Amount
Class I:
Proceeds from shares sold		911,345	$	22,855
Repurchase of Common Shares		-		-
Early repurchase deduction		-		-
Distributions reinvested		25,714		637
Net increase		937,059	$	23,492

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The following table presents transactions in Common Shares during the three months ended June 30, 2023:

	For the Three Months Ended June 30, 2023
	Shares		Amount
Class I:
Proceeds from shares sold		-	$	-
Repurchase of Common Shares		-		-
Early repurchase deduction		-		-
Distributions reinvested		-		-
Net increase (decrease)		-	$	-

The following table presents transactions in Common Shares during the six months ended June 30, 2024:

	For the Six Months Ended June 30, 2024
	Shares		Amount
Class I:
Proceeds from shares sold		1,961,206	$	49,000
Repurchase of Common Shares		-		-
Early repurchase deduction		-		-
Distributions reinvested		40,104		996
Net increase (decrease)		2,001,310	$	49,996

The following table presents transactions in Common Shares during the six months ended June 30, 2023:

	For the Six Months Ended June 30, 2023
	Shares		Amount
Class I:
Proceeds from shares sold		40,000	$	1,000
Repurchase of Common Shares		-		-
Early repurchase deduction		-		-
Distributions reinvested		-		-
Net increase (decrease)		40,000	$	1,000

NAV Per Share and Offering Price

The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table presents each month-end NAV per share for Class I Common Shares during the six months ended June 30, 2024:

	NAV Per Share
For the Months Ended	Class I
January 31, 2024	$	24.87
February 29, 2024			25.00
March 31, 2024		25.06
April 30, 2024		25.04
May 31, 2024		25.13
June 30, 2024			25.40

As of June 30, 2023, the Company had not commenced operations.

Distributions:

The Board authorizes and declares monthly distribution amounts per share of Class I Common Shares. The following table presents

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distributions that were declared and payable during the six months ended June 30, 2024:

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
January 31, 2024	January 31, 2024	February 29, 2024	$	0.1875	$	892
February 29, 2024	February 29, 2024	March 28, 2024		0.1875		979
March 29, 2024	March 28, 2024	April 30, 2024		0.1875		1,031
April 30, 2024	April 30, 2024	May 31, 2024		0.1875		1,062
May 30, 2024	May 31, 2024	June 28, 2024		0.1875		1,133
June 27, 2024	June 28, 2024	July 31, 2024		0.1875		1,206
Total distributions declared			$	1.1250	$	6,303

The distributions declared during the six months ended June 30, 2024 were derived from investment company taxable income and net capital gain, if any. The company did not declare or pay any distributions during the six months ended June 30, 2023.

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

Note 9. 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, 2024, the Company had $78.2 million of unfunded commitments under loan and financing agreements as follows:

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Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
AEG Vision - Delayed Draw	3/27/2026	$		2,500
AEG Vision - Delayed Draw	3/27/2026			2,500
AgroFresh Solutions - Revolver	3/31/2028			98
Allbridge, LLC - Delayed Draw	6/5/2030			2,000
Allbridge, LLC - Revolver	6/5/2030			20
Apollo Intelligence - Delayed Draw	5/31/2028			1,188
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027			125
Beacon Specialized Living - Delayed Draw	3/25/2028			5,970
Beacon Specialized Living - Revolver	3/25/2028			597
Blackbird Purchaser, Inc. - Delayed Draw	12/19/2030			1,444
Blackbird Purchaser, Inc. - Revolver	12/19/2030			1,375
Chase Industries, Inc. - Revolver	5/12/2025			352
Choreo - Delayed Draw	2/18/2028			3,750
Cube - Delayed Draw	5/20/2031			8,650
Cube - Delayed Draw	5/20/2031			78
Cube - First Lien Senior Secured Loan	2/20/2025			22
Discovery Senior Living - Delayed Draw	3/18/2030			3,472
Discovery Senior Living - Revolver	3/18/2030			695
Duraco - Revolver	6/6/2029			637
E-Tech Group - Revolver	4/9/2030			731
Galeria - First Lien Senior Secured Loan	4/8/2029			3,858
JHCC Holdings, LLC - Delayed Draw	9/9/2027			9,513
New Milani Group LLC - Revolver	6/6/2026			1,885
OGH Bidco Limited - Delayed Draw	6/29/2029			2,548
PCF - Delayed Draw	11/1/2028			4,382
Pharmacy Partners - Revolver	2/28/2029			2,160
Reconomy - Delayed Draw	7/12/2029			1,682
RoC Skincare - Revolver	2/21/2030			3,815
SensorTower - Revolver	3/15/2029			526
Simplicity - Delayed Draw	12/2/2026			7,200
Simplicity - Revolver	12/2/2026			165
Wealth Enhancement Group (WEG) - Delayed Draw	10/4/2027			3,981
Wealth Enhancement Group (WEG) - Revolver	10/4/2027			293
Total		$		78,212

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

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

As of December 31, 2023, the Company had $10.8 million of unfunded commitments under loan and financing agreements as follows:

Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
Apollo Intelligence - Delayed Draw	5/31/2028	$		1,188
Blackbird Purchaser, Inc. - Revolver	12/19/2029			1,375
Blackbird Purchaser, Inc. - Delayed Draw	5/11/2025			2,063
Chase Industries, Inc. - Revolver	5/11/2025			819
Concert Golf Partners Holdco - Delayed Draw	4/2/2029			89
OGH Bidco Limited - Revolver	6/29/2029			2,570
Reconomy - Revolver	6/25/2029			2,707
Total		$		10,811

(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.

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

Contingencies

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

Note 10. Financial Highlights

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

	For the six months ended June 30,
	2024
	Class I
Per share data:
Net asset value at beginning of period	$	24.88
Net investment income (1)		1.54
Net unrealized and realized gains (losses) (1)(2)(7)		0.11
Net increase in net assets resulting from operations (1)(8)		1.65
Shareholder distributions from income (3)		(1.13	)
Net asset value at end of period	$	25.40
Total return (4)		6.72	%
Shares outstanding, end of period		6,432,555
Weighted average shares outstanding		5,595,809
Ratios/Supplemental data:
Net assets at end of period	$	163,366
Ratio of net investment income to average net assets (5)(9)		11.32	%
Ratio of net expenses to average net assets (5)(9)		13.90	%
Portfolio turnover (6)		11.77	%

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

2.The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

3.The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 8. Net Assets).

4.Total return based on NAV is calculated as the change in NAV per share during the period, assuming dividends and distributions, including those distributions that have been declared.

5.The computation of average net assets during the year is based on averaging net assets for the period 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 years 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 increase in net assets resulting from operations per share in these financial highlights may be different from the net increase (decrease) in net assets per share on the consolidated statements of operations due to changes in the number of weighted average shares outstanding and the effects of rounding.

9.For the six months ended June 30, 2024, amounts are annualized except for other income, organization costs, incentive fee, excise taxes, and expense support received from the Advisor. For the six months ended June 30, 2024, the total operating expenses to average net assets was 15.02% for Class I, prior to expense support. Past performance is not a guarantee of future results. Operating expense may vary in the future based on the amount of capital raised, the Advisor's election to continue expense support, and other unpredictable variables.

As of June 30, 2023, the Company had not commenced operations.

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Note 11. Subsequent Events

Management has performed an evaluation of events subsequent to June 30, 2024 through August 14, 2024, the date of issuance of the consolidated financial statements. Other than as noted below, there were no items which require adjustment or disclosure.

Distribution Declaration

On July 17, 2024, the Board declared net distributions of $0.1875 per Class I share, which are payable on or about August 31, 2024 to shareholders of record as of July 31, 2024.

Share Repurchase

On August 2, 2024, the Company commenced a tender offer to repurchase up to 5% of its Class I shares outstanding as of June 30, 2024 that will close on August 30, 2024.

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

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

Overview

The Company is a newly organized, externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a BDC under the 1940 Act. We are managed by our Advisor, a subsidiary of Bain Capital Credit. Our Advisor is registered as an investment adviser with the SEC under the Advisers Act. Our Advisor also provides the administrative services necessary for us to operate in the capacity as the Administrator. The Company commenced operations on November 28, 2023. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, unitranche, including last-out portions of such loans, and second lien debt, subordinated debt, as well as through select equity investments, investments in strategic joint ventures and, to a lesser extent, corporate bonds.

We are a non-exchange traded, perpetual-life BDC whose shares are not listed for trading on a stock exchange or other securities market. The term “perpetual-life” is used to differentiate our structure from other BDCs who have a finite offering period and/or have a predefined time period to pursue a liquidity event or to wind down the fund. In contrast, in a perpetual-life BDC structure like ours, we expect to offer Common Shares continuously at a price equal the monthly NAV per share and we have an indefinite duration, with no obligation to effect a liquidity event at any time. We generally intend to offer our common shareholders an opportunity to have their shares repurchased on a quarterly basis, subject to an aggregate cap of 5% of shares outstanding. However, the determination to repurchase shares in any given quarter is fully at the discretion of our Board, so investors may not always have access to liquidity when they desire it. See “Risk Factors.”

Our primary focus is capitalizing on opportunities by investing primarily in middle market direct lending opportunities across North America, Europe and Australia and also in other geographic markets. We use the term “middle market” to refer to companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization. We focus on (i) senior secured credit investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender and (ii) mezzanine debt and other junior securities with a focus on downside protection. We may also invest in common and preferred equity and in secondary purchases of assets or portfolios, on an opportunistic basis, but such investments are not the principal focus of our investment strategy.

Following our initial public offering, the value at which our new Common Shares may be offered, or our Common Shares may be repurchased, will be equal to our monthly NAV per share. In addition, an investment in our Common Shares has limited or no liquidity beyond our share repurchase program, and our share repurchase program can be modified, suspended or terminated at the Board’s discretion. Our Common Shares may be purchased by any investor who meets the minimum suitability requirements described under “Suitability Standards” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Purchases of our Common Shares must be fully funded at the time of subscription.

We have a perpetual life and may continue to take in new capital on a continuous basis at a value generally equal to our NAV per share. We will be continually originating new investments to the extent we raise additional capital. We will also be regularly recycling capital from our existing investors into new investments.

Investments

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

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

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

We may invest in debt securities which are either rated below investment grade or not rated by any rating agency but, if they were rated, would be rated below investment grade. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.

Revenues

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. Leverage may be utilized to help the Company meet its investment objective. Any such leverage would be expected to increase the total capital available for investment by the Company.

Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2024 and December 31, 2023, 94.8% and 100.0%, 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 Secured Overnight Financing Rate (“SOFR”), may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

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 the Advisor under the Investment Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

•organization and offering expenses associated with the offering of the Company's Common Shares (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);

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•all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisers that provide transactional legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);

•the cost of calculating the Company’s NAV, including the cost of any third-party valuation services;

•the cost of effecting any sales and repurchases of the Common Shares and other securities;

•fees and expenses payable under any managing dealer and selected dealer agreements, if any;

•interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, the arranging thereof and related legal expenses;

•all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes;

•costs of derivatives and hedging;

•expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisor, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights;

•expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Advisor or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;

•all fees, costs and expenses, if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;

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

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•all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);

•investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Advisor is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Advisor or its affiliates) reasonably necessary and/or

•advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates as lessor in connection therewith));

•transfer agent, dividend agent and custodial fees;

•fees and expenses associated with marketing efforts;

•federal and state registration fees, franchise fees, costs associated with an exchange listing (including stock exchange listing fees) and fees payable to rating agencies;

•independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;

•costs of preparing consolidated financial statements and maintaining books and records, costs of Sarbanes-Oxley Act compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;

•all fees, costs and expenses associated with the preparation and issuance of the Company’s periodic reports and related statements (e.g., consolidated financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company or the Advisor or its affiliates in connection with such provision of services thereby);

•the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or Trustee meetings;

•proxy voting expenses;

•costs of registration rights granted to certain investors;

•any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisor lacks sufficient information from third parties to file a timely and complete tax return) levied against the Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;

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•all fees, costs and expenses of any litigation, arbitration or audit involving the Company any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, Trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Company;

•all fees, costs and expenses associated with the Company’s information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Advisor’s or its affiliates’ internal and third-party research groups (which are generally based on time spent, assets under management, usage rates, proportionate holdings or a combination thereof or other reasonable methods determined by the Administrator) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Advisor and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;

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

•costs associated with individual or group shareholders;

•fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;

•direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;

•all fees, costs and expenses of winding up and liquidating the Company’s assets;

•extraordinary expenses (such as litigation or indemnification);

•all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Company’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under the Foreign Account Tax Compliance Act and Report of Foreign Bank and Financial Accounts reporting requirements applicable to the Company or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Company engages in activities, including any notices, reports and/or filings required under the AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisor relating to the Company and its affiliates relating to the Company, and their activities) and/or other regulatory filings, notices or disclosures of the Advisor and its affiliates relating to the Company including those pursuant to applicable disclosure laws and expenses relating to Freedom of Information Act requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Company and its activities;

•costs and expenses (including travel) in connection with the diligence and oversight of the Company’s service providers;

•costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Advisor or its affiliates for meetings with existing investors and any broker-dealers, registered investment advisors, financial and other advisors representing such existing investors; and

•all other expenses incurred by the Administrator in connection with administering the Company’s business.

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To the extent that expenses to be borne by us are paid by our Advisor, we will generally reimburse our Advisor for such expenses. To the extent the Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to the Administrator. We 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 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 Act 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 the Board. We incurred expenses related to the Administrator and to BCSF Advisors, LP (in its former capacity as our administrator) of $0.2 million and $0.0 million, respectively, for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.0 million for the six months ended June 30, 2024 and 2023, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Advisor will not be reimbursed to the extent that such reimbursements would cause any distributions to our shareholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our shareholders.

BCSF Advisors, LP, in its capacity as our investment adviser prior to September 28, 2023, and the Advisor advanced all expenses incurred on our behalf through the date on which we broke escrow for our offering.

Leverage

From time to time, we may borrow funds, including under our credit facilities, or issue debt securities or preferred securities to make additional investments or for other purposes. This is known as “leverage” and could increase or decrease returns to our shareholders. The use of borrowed funds or the proceeds of preferred securities offerings to make investments has specific benefits and risks, and all of the costs of borrowing funds or issuing preferred securities are borne by our shareholders. As a BDC, with certain limited exceptions, we may only borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, is in compliance with the ratio for BDCs set forth in the 1940 Act. 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). As of June 30, 2024, the Company's asset coverage ratio was 183.9%.

Our leverage may take the form of revolving or term loans from financial institutions, secured or unsecured bonds, securitization of portions of our investment portfolio via collateralized loan obligations or preferred shares.

Investment Decision Process

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

Sourcing and Idea Generation

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

Investment Diligence & Recommendation

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

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product also includes full models and covenant analysis. The approval process itself is iterative, involving multiple levels of discussion and approval.

Credit Committee Approval

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

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

Portfolio Construction

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

Portfolio & Risk Management

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

Portfolio and Investment Activity

During the three months ended June 30, 2024, we invested $56.4 million, including PIK, in 17 portfolio companies, and had $19.0 million in aggregate amount of principal repayment and sales, resulting in a net increase in investment of $37.4 million for the period. Of the $56.4 million invested during the three months ended June 30, 2024, $0.0 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the three months ended June 30, 2023, we invested $0.6 million in one portfolio company.

During the six months ended June 30, 2024, we invested $188.9 million, including PIK, in 45 portfolio companies, and had $33.8 million in aggregate amount of principal repayment and sales, resulting in a net increase in investment of $155.1 million for the period. Of the $188.9 million invested during the six months ended June 30, 2024, $1.7 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the six months ended June 30, 2023, we invested $0.6 million in one portfolio company.

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

53

	As of June 30, 2024
											Weighted Average
											Yield (1)
											at
			Percentage of					Percentage of			Amortized			Market
	Amortized Cost		Total Portfolio			Fair Value		Total Portfolio			Cost			Value
First Lien Senior Secured Loan	$	324,877		93.1	%	$	324,892		93.1	%		12.1	%		12.1	%
Preferred Equity		21,800		6.3			21,800		6.3			14.3			14.2
Equity Interest		2,049		0.6			2,047		0.6			-			-
Total	$	348,726		100.0	%	$	348,739		100.0	%		12.3	%		12.2	%

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

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

	As of December 31, 2023
											Weighted Average
											Yield (1)
											at
			Percentage of					Percentage of			Amortized			Market
	Amortized Cost		Total Portfolio			Fair Value		Total Portfolio			Cost			Value
First Lien Senior Secured Loan	$	188,766		98.0	%	$	188,789		98.0	%		12.2	%		12.2	%
Preferred Equity		3,875		2.0			3,875		2.0			-			-
Equity Interest		90		0.0			90		0.0			-			-
Total	$	192,731		100.0	%	$	192,754		100.0	%		12.2	%		12.2	%

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

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

	As of
	June 30, 2024
Number of portfolio companies		53
Percentage of debt bearing a floating rate (1)		94.8	%
Percentage of debt bearing a fixed rate (1)		5.2	%

(1)Measured on a fair value basis.

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

	As of
	December 31, 2023
Number of portfolio companies		19
Percentage of debt bearing a floating rate (1)		100.0	%
Percentage of debt bearing a fixed rate (1)		-	%

(1)Measured on a fair value basis.

54

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

	As of June 30, 2024
		Amortized Cost		Percentage at Amortized Cost				Fair Value		Percentage at Fair Value
Performing	$		348,726		100.0	%	$		348,739		100.0	%
Non-accrual			-		-				-		-
Total	$		348,726		100.0	%	$		348,739		100.0	%

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

	As of December 31, 2023
		Amortized Cost		Percentage at Amortized Cost				Fair Value		Percentage at Fair Value
Performing	$		192,731		100.0	%	$		192,754		100.0	%
Non-accrual			-		-				-		-
Total	$		192,731		100.0	%	$		192,754		100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2024, there were no loans placed on non-accrual in the Company’s portfolio. As of December 31, 2023, there were no loans placed on non-accrual in the Company's portfolio.

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

	As of June 30, 2024
		Amortized Cost		Percentage of Total				Fair Value		Percentage of Total
First Lien Senior Secured Loan	$		324,877		91.6	%	$		324,892		91.6	%
Preferred Equity			21,800		6.2				21,800		6.2
Equity Interest			2,049		0.6				2,047		0.6
Cash and Cash Equivalents			5,527		1.6				5,527		1.6
Restricted Cash			50		0.0				50		0.0
Foreign Cash			73		0.0				66		0.0
Total	$		354,376		100.0	%	$		354,382		100.0	%

55

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

	As of December 31, 2023
		Amortized Cost		Percentage of Total				Fair Value		Percentage of Total
First Lien Senior Secured Loan	$		188,766		89.1	%	$		188,789		89.1	%
Preferred Equity			3,875		1.8				3,875		1.8
Equity Interest			90		0.0				90		0.0
Cash and Cash Equivalents			19,031		9.0				19,031		9.0
Restricted Cash			50		0.0				50		0.0
Foreign Cash			211		0.1				213		0.1
Total	$		212,023		100.0	%	$		212,048		100.0	%

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 consolidated financial statements and financial projections of portfolio companies.

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

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

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

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

•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.

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

	As of June 30, 2024
Investment Performance Rating		Fair Value		Percentage of Total			Number of Companies (1)		Percentage of Total
1	$		-		-	%		-		-	%
2			348,739		100.0			53		100.0
3			-		-			-		-
4			-		-			-		-
Total	$		348,739		100.0	%		53		100.0	%

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

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

	As of December 31, 2023
Investment Performance Rating		Fair Value		Percentage of Total			Number of Companies (1)		Percentage of Total
1	$		-		-	%		-		-	%
2			192,754		100.0			19		100.0
3			-		-			-		-
4			-		-			-		-
Total	$		192,754		100.0	%		19		100.0	%

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

Results of Operations

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

	For the Three Months Ended June 30,
	2024		2023
Total investment income	$	10,139	$	-
Total expenses, net of fee waivers		5,646		377
Net investment income before taxes		4,493		(377	)
Less: Income taxes, including excise tax		46		-
Net investment income		4,447		(377	)
Net realized gain		117		-
Net change in unrealized appreciation		1,006		-
Net increase in net assets resulting from operations	$	5,570	$	(377	)

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

	For the Six Months Ended June 30,
	2024		2023
Total investment income	$	18,392	$	-
Total expenses, net of fee waivers		9,743		1,098
Net investment income before taxes		8,649		(1,098	)
Less: Income taxes, including excise tax		46		-
Net investment income		8,603		(1,098	)
Net realized gain		143		-
Net change in unrealized appreciation		657		-
Net increase in net assets resulting from operations	$	9,403	$	(1,098	)

57

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

Investment Income

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

		For the Three Months Ended June 30,
		2024			2023
Interest from investments	$		9,489	$		-
PIK income			14			-
Other income			636			-
Total investment income	$		10,139	$		-

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $9.5 million for the three months ended June 30, 2024 from $0.0 million for the three months ended June 30, 2023, due to the Company commencing operations on November 28, 2023. Other income increased to approximately $0.6 million for the three months ended June 30, 2024 from $0.0 million for the three months ended June 30, 2023, primarily due to an increase in upfront, commitment and amendment fees earned on certain investments, due to the Company commencing operations on November 28, 2023. As of June 30, 2024, the weighted average yield of our investment portfolio was 12.3%, at amortized cost.

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

		For the Six Months Ended June 30,
		2024			2023
Interest from investments	$		16,695	$		-
PIK income			28			-
Other income			1,669			-
Total investment income	$		18,392	$		-

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $16.7 million for the six months ended June 30, 2024 from $0.0 million for the six months ended June 30, 2023, due to the Company commencing operations on November 28, 2023. Other income increased to approximately $1.7 million for the six months ended June 30, 2024 from $0.0 million for the six months ended June 30, 2023, primarily due to an increase in upfront, commitment and amendment fees earned on certain investments, due to the Company commencing operations on November 28, 2023. As of June 30, 2024, the weighted average yield of our investment portfolio was 12.3%, at amortized cost.

As of June 30, 2023, the Company had not commenced operations and did not earn any investment income during the three and six months ended June 30, 2023.

58

Operating Expenses

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

	For the Three Months Ended June 30,
	2024			2023
Interest and debt financing expenses	$	3,886		$	-
Incentive fee		787			-
Base management fee		640			-
Professional fees and operating expenses		583			181
Amortization of deferred offering costs		349			-
Trustee fees		108			108
Organization costs		115			88
Total expenses, before fee waivers	$	6,468		$	377
Expense support reimbursement		(822	)		-
Total expenses, net of fee waivers	$	5,646		$	377

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

	For the Six Months Ended June 30,
	2024			2023
Interest and debt financing expenses	$	6,407		$	-
Incentive fee		1,520			-
Base management fee		1,162			-
Professional fees and operating expenses		1,080			409
Amortization of deferred offering costs		698			-
Trustee fees		216			216
Organization costs		219			473
Total expenses, before fee waivers	$	11,302		$	1,098
Expense support reimbursement		(1,559	)		-
Total expenses, net of fee waivers	$	9,743		$	1,098

Interest and Debt Financing Expenses

Interest and debt financing expenses on our borrowings totaled approximately $3.9 million and $0.0 million for the three months ended June 30, 2024 and 2023, respectively. The increase was driven by the Company commencing operations on November 28, 2023 and entering into the GS Revolving Credit Facility and SMBC Revolving Credit Facility. Interest and debt financing expenses on our borrowings totaled approximately $6.4 million and $0.0 million for the six months ended June 30, 2024 and 2023, respectively. The increase was driven by the Company commencing operations on November 28, 2023 and entering into the GS Revolving Credit Facility and SMBC Revolving Credit Facility. The weighted average principal debt balance outstanding for the three months ended June 30, 2024 and 2023 was $181.4 million and $0.0 million, respectively. The weighted average principal debt balance outstanding for the six months ended June 30, 2024 and 2023 was $147.1 million and $0.0 million, respectively.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2024 and year ended December 31, 2023 was 8.1%, and 8.2%, respectively.

Management Fee

Management fee (net of waivers) increased to $0.6 million for the three months ended June 30, 2024 from $0.0 million for the three months ended June 30, 2023. Management fee waived for the three months ended June 30, 2024 and 2023, was $0.0 million and $0.0 million, respectively.

59

Management fee (net of waivers) increased to $1.2 million for the six months ended June 30, 2024 from $0.0 million for the six months ended June 30, 2023. Management fee waived for the six months ended June 30, 2024 and 2023, was $0.0 million and $0.0 million, respectively.

Incentive Fee

Incentive fee (net of waivers) was $0.8 million and $0.0 million for the three months ended June 30, 2024 and 2023, respectively. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million and $0.0 million for the three months ended June 30, 2024 and 2023, respectively. Incentive fee (net of waivers) was $1.5 million and $0.0 million for the six months ended June 30, 2024 and 2023, respectively. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million and $0.0 million for the six months ended June 30, 2024 and 2023, respectively. For the three and six months ended June 30, 2024 and 2023, there were no incentive fees related to the GAAP Incentive Fee. There was no capital gains incentive fee payable to the Advisor under the Investment Advisory Agreement or to BCSF Advisors, LP as of June 30, 2024 and December 31, 2023.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased to $0.6 million for the three months ended June 30, 2024 from $0.2 million for the three months ended June 30, 2023, primarily due to an increase in costs associated with servicing our investment portfolio as operations for the Company commenced on November 28, 2023. Professional fees and other general and administrative expenses increased to $1.1 million for the six months ended June 30, 2024 from $0.4 million for the six months ended June 30, 2023, primarily due to an increase in costs associated with servicing our investment portfolio as operations for the Company commenced on November 28, 2023.

Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support Agreement with the Advisor. For additional information see “Item 8. Consolidated Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 5. Agreements and Related Party Transactions”. Expense support increased to $0.8 million for the three months ended June 30, 2024 from $0.0 million for the three months ended June 30, 2023, as the agreement was executed on September 28, 2023. Expense support increased to $1.6 million for the six months ended June 30, 2024 from $0.0 million for the three months ended June 30, 2023, as the agreement was executed on September 28, 2023.

Net Realized and Unrealized Gains and Losses

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

60

	For the Three Months Ended June 30,				For the Three Months Ended June 30,
		2024				2023
Net realized gain on investments	$		137		$		-
Net realized loss on investments			(19	)			-
Net realized gain on foreign currency transactions			-				-
Net realized loss on foreign currency transactions			(1	)			-
Net realized loss on foreign currency of debt			-				-
Net realized gain on forward currency exchange contracts			-				-
Net realized gains (losses)	$		117		$		-
Change in unrealized appreciation on investments	$		1,091		$		-
Change in unrealized depreciation on investments			(254	)			-
Net change in unrealized appreciation on investments			837				-
Unrealized appreciation on foreign currency translation			12				-
Unrealized appreciation on forward currency exchange contracts			145				-
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts			157				-
Unrealized appreciation on foreign currency translation on debt			12				-
Net change in unrealized appreciation	$		1,006		$		-

For the three months ended June 30, 2024, we had net realized gains (losses) on investments of $0.1 million. For the three months ended June 30, 2024, we had net realized gains (losses) on foreign currency transactions of $0.0 million. For the three months ended June 30, 2024, we had net realized gains (losses) on forward currency contracts of $0.0 million.

For the three months ended June 30, 2024, we had $1.1 million in unrealized appreciation on 39 portfolio company investments, which was offset by $0.3 million in unrealized depreciation on 45 portfolio company investments. Unrealized depreciation for the three months ended June 30, 2024 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments. Unrealized appreciation was primarily due to positive valuation adjustments.

For the three months ended June 30, 2024, unrealized appreciation on forward currency exchange contracts were due to Euro forward contracts. Unrealized appreciation on foreign currency translation was primarily due to foreign exchange translation on foreign denominated debt in the GS Revolving Credit Facility (as defined below).

For the three months ended June 30, 2023, the Company had no realized or unrealized gains and losses on investments.

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

61

	For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2024			2023
Net realized gain on investments	$	160		$	-
Net realized loss on investments		(19	)		-
Net realized gain on foreign currency transactions		111
Net realized loss on foreign currency transactions		(138	)		-
Net realized loss on foreign currency of debt		(12	)		-
Net realized gain on forward currency exchange contracts		41			-
Net realized gains	$	143		$	-
Change in unrealized appreciation on investments	$	1,594		$	-
Change in unrealized depreciation on investments		(1,604	)		-
Net change in unrealized appreciation on investments		(10	)		-
Unrealized depreciation on foreign currency translation		(9	)		-
Unrealized appreciation on forward currency exchange contracts		347			-
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts		338			-
Unrealized appreciation on foreign currency translation on debt		329			-
Net change in unrealized appreciation	$	657		$	-

For the six months ended June 30, 2024, we had net realized gains (losses) on investments of $0.1 million. For the six months ended June 30, 2024, we had net realized gains (losses) on foreign currency transactions of $0.0 million. For the six months ended June 30, 2024, we had net realized gains (losses) on forward currency contracts of $0.0 million, primarily as a result of settling Euro forward contracts.

For the six months ended June 30, 2024, we had $1.6 million in unrealized appreciation on 35 portfolio company investments, which was offset by $1.6 million in unrealized depreciation on 38 portfolio company investments. Unrealized depreciation for the six months ended June 30, 2024 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments. Unrealized appreciation was primarily due to positive valuation adjustments.

For the six months ended June 30, 2024, unrealized appreciation on forward currency exchange contracts were due to Euro forward contracts. Unrealized appreciation on foreign currency translation was primarily due to foreign exchange translation on foreign denominated debt in the GS Revolving Credit Facility.

For the six months ended June 30, 2023, the Company had no realized or unrealized gains and losses on investments.

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

	For the Three Months Ended June 30,				For the Three Months Ended June 30,
		2024				2023
Net realized loss on foreign currency of debt	$		-		$		-
Net realized loss on foreign currency transactions			(1	)			-
Net realized gain (loss) on forward currency exchange contracts			-				-
Net change in unrealized appreciation on investments due to foreign currency translation			(147	)			-
Net change in unrealized appreciation on foreign currency translation			12				-
Net change in unrealized appreciation on forward currency exchange contracts			145				-
Net change in unrealized appreciation on debt foreign currency translation			12				-
Foreign currency impact to net increase in net assets resulting from operations	$		21		$		-

62

Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.1 million, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations was $0.0 million for the three months ended June 30, 2024.

For the three months ended June 30, 2023, the Company had no realized or unrealized gains and losses on foreign currency net of forward currency exchange contracts.

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

	For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2024			2023
Net realized loss on foreign currency of debt	$	(12	)	$	-
Net realized loss on foreign currency transactions		(27	)		-
Net realized gain (loss) on forward currency exchange contracts		41			-
Net change in unrealized appreciation on investments due to foreign currency translation		(597	)		-
Net change in unrealized appreciation on foreign currency translation		(9	)		-
Net change in unrealized appreciation on forward currency exchange contracts		347			-
Net change in unrealized appreciation on debt due to foreign currency		329			-
Foreign currency impact to net increase in net assets resulting from operations	$	72		$	-

Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.4 million, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations was $0.1 million for the six months ended June 30, 2024.

For the six months ended June 30, 2023, the Company had no realized or unrealized gains and losses on foreign currency net of forward currency exchange contracts.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended June 30, 2024 and 2023, the net increase (decrease) in net assets resulting from operations was $5.6 million and $(0.4) million, respectively. Based on the weighted average Common Shares outstanding for the three months ended June 30, 2024 and 2023, our per share net increase (decrease) in net assets resulting from operations was $0.92 and $(9.37), respectively.

For the six months ended June 30, 2024 and 2023, the net increase (decrease) in net assets resulting from operations was $9.4 million and $(1.1) million, respectively. Based on the weighted average Common Shares outstanding for the six months ended June 30, 2024 and 2023, our per share net increase (decrease) in net assets resulting from operations was $1.65 and $(52.36), 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 (including the GS Revolving Credit Facility and the SMBC Revolving Credit Facility), debt issuances and cash flows from operations. We use the net proceeds from the offering to (1) make investments in accordance with our investment strategy and policies, (2) fund repurchases under our share repurchase program, and (3) for general corporate purposes. Generally, our policy is to pay distributions and operating expenses from cash flow from operations, however, we are not restricted from funding these items from proceeds from the offering of the Company's Common Shares or other sources and may choose to do so, particularly in the earlier part of the offering.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of June 30, 2024 and December 31, 2023, the Company had $194.8 million and $100.0 million outstanding senior securities, respectively.

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At June 30, 2024 and December 31, 2023, we had $5.6 million and $19.3 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

At June 30, 2024, we had approximately $18.7 million of availability on our SMBC Revolving Credit Facility and $36.5 million of availability on our GS Revolving Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2023, we had approximately $48.0 million of availability on our SMBC Revolving Credit Facility and $52.0 million of availability on our GS Revolving Credit Facility, subject to existing terms and regulatory requirements.

For the six months ended June 30, 2024, cash, foreign cash, restricted cash, and cash equivalents decreased by $13.7 million. During the six months ended June 30, 2024, we used $151.1 million in cash for operating activities. The increase in cash used for operating activities was primarily related to the purchases of investments of $191.2 million, which was offset by proceeds from principal payments and sales of investments of $33.9 million and a net increase in assets resulting from operations of $9.4 million.

During the six months ended June 30, 2024, we provided $137.4 million for financing activities, primarily due to borrowings on the GS Revolving Credit Facility and SMBC Revolving Credit Facility, proceeds from issuance of Common Shares and distributions paid to shareholders.

Equity

As of November 28, 2023, the Company had satisfied the minimum offering requirement, and the Board authorized the release of proceeds from escrow. As of such date, the Company issued and sold 4,027,980 shares (consisting entirely of Class I shares; no Class S or Class D shares were issued or sold as of such date) and the escrow agent released net proceeds to the Company as payment for shares.

As of December 31, 2023, the Company had 4,431,245 Class I shares, 0 Class S shares and 0 Class D shares issued and outstanding.

As of June 30, 2024, the Company had 6,432,555 Class I shares, 0 Class S shares and 0 Class D shares issued and outstanding.

Debt

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

	June 30, 2024										December 31, 2023
		Total Aggregate			Principal						Total Aggregate			Principal
		Principal Amount			Amount			Carrying			Principal Amount			Amount			Carrying
		Committed			Outstanding			Value			Committed			Outstanding			Value
GS Revolving Credit Facility	$		175,000	$		156,259	$		156,259	$		150,000	$		97,989	$		97,989
SMBC Revolving Credit Facility			75,000			38,500			38,500			50,000			2,000			2,000
Total Debt	$		250,000	$		194,759	$		194,759	$		200,000	$		99,989	$		99,989

Goldman Sachs Revolving Credit Facility

On November 29, 2023, the Company entered into a revolving credit facility (the “GS Revolving Credit Facility”) as borrower (the “Borrower”), Goldman Sachs Bank USA, as syndication agent and administrative agent (“Goldman Sachs”), and Computershare Trust Company, N.A., as collateral administrator, collateral agent and collateral custodian (“Computershare”).

The maximum commitment amount under the GS Revolving Credit Facility was $150,000,000. Proceeds of the borrowings under the GS Revolving Credit Facility may be used, among other things, to fund portfolio investments by the Borrower and to make advances under delayed draw term loans and revolving loans where the Borrower is a lender. Borrowings under the GS Revolving Credit Facility accrue interest at a rate per annum equal to the floating rate applicable to the currency of such borrowings (which, for U.S. dollar-denominated borrowings, is three-month term SOFR), plus an applicable margin of 2.90%. The Borrower is required to utilize a minimum percentage of the commitments under the GS Revolving Credit Facility, with unused amounts below such minimum utilization amount accruing a fee at a rate equal to the interest rate for U.S. dollar advances as described above. In addition, the Borrower pays a commitment fee of 0.50% per annum on the average daily unused amount of the commitments under the GS Revolving Credit Facility in excess of such minimum utilization amount, in addition to certain other fees as agreed between the Borrower and Goldman Sachs.

On March 22, 2024, the BCPC I, LLC entered into a New Commitment Request (the “New Commitment Request”) among BCPC I, LLC, as borrower, the Company, as equity holder, the lenders from time to time party thereto, Goldman Sachs Bank USA, as administrative agent and syndication agent, and Computershare Trust Company, N.A., as collateral administrator, collateral agent and

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collateral custodian.

The New Commitment Request provides for an increase in the aggregate commitments of the lenders under the Revolving Credit Facility from $150,000,000 to $175,000,000 through the accordion feature in the Revolving Credit Facility. The accordion feature in the Revolving Credit Facility allows the Fund, under certain circumstances, to increase the total size of the facility to a maximum of $250,000,000.The period during which the Borrower may make borrowings under the GS Revolving Credit Facility expires on November 29, 2026, and the GS Revolving Credit Facility will mature and all amounts outstanding must be repaid by November 29, 2028.

The GS 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. Upon the occurrence and during the continuation of an event of default, Goldman Sachs may declare the outstanding advances and all other obligations under the GS Revolving Credit Facility immediately due and payable. The Borrower’s obligations under the GS Revolving Credit Facility are secured by a first priority security interest in all of the Borrower’s portfolio investments and cash.

As of June 30, 2024, there were $156.3 million in borrowings under the GS Revolving Credit Facility.

As of June 30, 2023, the Company had no outstanding senior securities.

SMBC Revolving Credit Facility

On December 29, 2023, the Company entered into a senior secured revolving credit agreement (the “SMBC Revolving Credit Facility”) as Borrower, with Sumitomo Mitsui Banking Corporation, as administrative agent, sole book runner and lead arranger. The SMBC Revolving Credit Facility is effective as of December 29, 2023.

The facility amount under the SMBC Revolving Credit Facility is $50,000,000 with an accordion provision to permit increases to the total facility amount up to $500,000,000. Proceeds of the loans under the SMBC Revolving Credit Facility may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquiring and funding investments permitted under the SMBC Revolving Credit Facility, and such other uses as permitted under the SMBC Revolving Credit Facility. The maturity date is December 29, 2028.

Interest under the SMBC Revolving Credit Facility is equal to (I) (a) if the borrowing base (as of the most recently delivered borrowing base certificate delivered under the SMBC Revolving Credit Facility) is less than 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 1.125% per annum; (ii) with respect to any Term Benchmark Loan, 2.125% per annum; and (iii) with respect to any RFR Loan, 2.125% per annum or (b) if the borrowing base is greater than or equal to 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 1.00% per annum; (ii) with respect to any Term Benchmark Loan, 2.00% per annum; and (iii) with respect to any RFR Loan, 2.00% per annum plus (II) an applicable credit spread adjustment of (a) with respect to any Term Benchmark Loan denominated in Dollars, a flat credit adjustment spread of 0.10%; and (b) with respect to any RFR Loan denominated in Sterling, a flat credit spread adjustment of 0.0326%; provided, however, to the extent the Company does not have an investment grade rating from any nationally recognized rating agency on the nine-month anniversary of the closing date, the otherwise applicable Applicable Margin shall be increased by 0.125% per annum until such rating is obtained.

On May 24, 2024, the Company entered into a Commitment Increase Supplement (the “Joinder Agreement”), dated as of May 24, 2024, between the Company and Sumitomo Mitsui Banking Corporation, as increasing lender and administrative agent, pursuant to Section 2.08(e) of the SMBC Revolving Credit Facility, dated as of December 29, 2023 (as amended, supplemented, amended and restated, or otherwise modified from time to time, the “Credit Agreement”), among the Company, Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and issuing banks party thereto. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the SMBC Revolving Credit Facility governed by the Credit Agreement from $50,000,000 to $75,000,000.

As of June 30, 2024, there were $38.5 million in borrowings under the SMBC Revolving Credit Facility.

As of June 30, 2023, the Company had no outstanding senior securities.

Distribution Policy

The following table summarizes distributions declared during the six months ended June 30, 2024, (dollars in thousands):

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			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
January 31, 2024	January 31, 2024	February 29, 2024	$	0.1875	$	892
February 29, 2024	February 29, 2024	March 28, 2024		0.1875		979
March 29, 2024	March 28, 2024	April 30, 2024		0.1875		1,031
April 30, 2024	April 30, 2024	May 31, 2024		0.1875		1,062
May 30, 2024	May 31, 2024	June 28, 2024		0.1875		1,133
June 27, 2024	June 28, 2024	July 31, 2024		0.1875		1,206
Total distributions declared			$	1.1250	$	6,303

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

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares during the six months ended June 30, 2024:

	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	-	$	-	$	-	$	-	$	1.13	$	6,303
Net realized gains		-		-		-		-		-		-
Distribution in excess of net investment income		-		-		-		-		-		-
	$	-	$	-	$	-	$	-	$	1.13	$	6,303

We commenced regular monthly distributions after breaking escrow on November 28, 2023. The Board delegated authority to declare distributions to the Advisor in an aggregate amount up to all of the Company’s (i) taxable earnings; (ii) capital gains; (iii) net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments); and (iv) any other amounts legally available for distribution to the extent the officers of the Company deem appropriate (including, if applicable, amounts representing a return of capital); provided each distribution shall not exceed an annualized distribution yield of 10%. Any distributions we make will be at the discretion of our Advisor, who will consider, among other things, our earnings, cash flow, capital needs and general financial condition, as well as our desire to comply with the RIC requirements, which generally require us to make aggregate annual distributions to our shareholders of at least 90% of our net investment income. As a result, our distribution rates and payment frequency may vary from time to time and there is no assurance we will pay distributions in any particular amount, if at all.

The per share amount of distributions on Class S, Class D and Class I shares will generally differ because of different class-specific shareholder servicing and/or distribution fees that are deducted from the gross distributions for each share class.

For the six months ended June 30, 2023, the Company did not declare or pay any distributions.

We intend to elect to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under Subchapter M of the Code, beginning with our taxable year ended December 31, 2023. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our shareholders 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 shareholders 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.

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.

Distribution Reinvestment Plan

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We have adopted a distribution reinvestment plan, which is an “opt-out” distribution reinvestment plan.

Under this plan, shareholders (other than those located in specific states, who are clients of selected participating brokers, as outlined below, or who have elected to “opt out” of the plan) will have their cash distributions automatically reinvested in additional shares of the same class of our Common Shares to which the distribution relates. If a shareholder elects to “opt out,” that shareholder will receive cash distributions. The purchase price for shares purchased under our distribution reinvestment plan will be equal to the then-current NAV per share of the relevant class of Common Shares. Shareholders will not pay transaction related charges when purchasing shares under our distribution reinvestment plan, but all outstanding Class S and Class D shares, including those purchased under our distribution reinvestment plan, will be subject to ongoing servicing fees. 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.

Share Repurchase Program

Subject to the discretion of the Board, we commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price equal to the NAV per share for the applicable class of shares on each date of repurchase. Our Board may amend, suspend or terminate the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we intend to limit the number of shares to be repurchased to no more than 5% of our outstanding Common Shares as of the last day of the immediately preceding quarter. In the event the number of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable. We may choose to offer to repurchase fewer shares than described above, or none at all.

We expect to repurchase shares pursuant to tender offers each quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at our discretion, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders. We intend to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

The following table further summarizes the share repurchases completed during the six months ended June 30, 2024:

	Percentage of
	Outstanding Shares		Amount		Number of Shares		Percentage of
Repurchase	the Company	Repurchase	Repurchased		Repurchased		Outstanding Shares
Deadline Request	Offered to Repurchase(1)	Pricing Date	(all classes)		(all classes)		Purchased(1)
February 29, 2024	5.00%	March 31, 2024	$	-		-	0.00%
May 31, 2024	5.00%	June 30, 2024		-		-	0.00%

1.Percentage is based on total shares as of the close of the previous calendar quarter.

There were no share repurchases made during the six months ended June 30, 2024 and 2023.

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Commitments and Off-Balance Sheet Arrangements

As of June 30, 2024, the Company had $78.2 million of unfunded commitments under loan and financing agreements (dollars in thousands):

Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
AEG Vision - Delayed Draw	3/27/2026	$		2,500
AEG Vision - Delayed Draw	3/27/2026			2,500
AgroFresh Solutions - Revolver	3/31/2028			98
Allbridge, LLC - Delayed Draw	6/5/2030			2,000
Allbridge, LLC - Revolver	6/5/2030			20
Apollo Intelligence - Delayed Draw	5/31/2028			1,188
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027			125
Beacon Specialized Living - Delayed Draw	3/25/2028			5,970
Beacon Specialized Living - Revolver	3/25/2028			597
Blackbird Purchaser, Inc. - Delayed Draw	12/19/2030			1,444
Blackbird Purchaser, Inc. - Revolver	12/19/2030			1,375
Chase Industries, Inc. - Revolver	5/12/2025			352
Choreo - Delayed Draw	2/18/2028			3,750
Cube - Delayed Draw	5/20/2031			8,650
Cube - Delayed Draw	5/20/2031			78
Cube - First Lien Senior Secured Loan	2/20/2025			22
Discovery Senior Living - Delayed Draw	3/18/2030			3,472
Discovery Senior Living - Revolver	3/18/2030			695
Duraco - Revolver	6/6/2029			637
E-Tech Group - Revolver	4/9/2030			731
Galeria - First Lien Senior Secured Loan	4/8/2029			3,858
JHCC Holdings, LLC - Delayed Draw	9/9/2027			9,513
New Milani Group LLC - Revolver	6/6/2026			1,885
OGH Bidco Limited - Delayed Draw	6/29/2029			2,548
PCF - Delayed Draw	11/1/2028			4,382
Pharmacy Partners - Revolver	2/28/2029			2,160
Reconomy - Delayed Draw	7/12/2029			1,682
RoC Skincare - Revolver	2/21/2030			3,815
SensorTower - Revolver	3/15/2029			526
Simplicity - Delayed Draw	12/2/2026			7,200
Simplicity - Revolver	12/2/2026			165
Wealth Enhancement Group (WEG) - Delayed Draw	10/4/2027			3,981
Wealth Enhancement Group (WEG) - Revolver	10/4/2027			293
Total		$		78,212

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

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

As of December 31, 2023, the Company had $10.8 million of unfunded commitments under loan and financing agreements (dollars in thousands):

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Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
Apollo Intelligence - Delayed Draw	5/31/2028	$		1,188
Blackbird Purchaser, Inc. - Revolver	12/19/2029			1,375
Blackbird Purchaser, Inc. - Delayed Draw	5/11/2025			2,063
Chase Industries, Inc. - Revolver	5/11/2025			819
Concert Golf Partners Holdco - Delayed Draw	4/2/2029			89
OGH Bidco Limited - Revolver	6/29/2029			2,570
Reconomy - Revolver	6/25/2029			2,707
Total		$		10,811

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, 2023.

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.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At June 30, 2024, management is not aware of any pending or threatened litigation.

Related-Party Transactions

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

In addition to the aforementioned agreements, we, our Advisor and certain of our Advisor’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Advisor or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. For additional information, see “Note 5. Agreements and Related Party Transactions” to the consolidated financial statements.

Recent Developments

Distribution Declaration

On July 17, 2024, the Board declared net distributions of $0.1875 per Class I share, which are payable on or about August 31, 2024 to shareholders of record as of July 31, 2024.

Share Repurchase

On August 2, 2024, the Company commenced a tender offer to repurchase up to 5% of its Class I shares outstanding as of June 30, 2024 that will close on August 30, 2024.

Significant Accounting Estimates and Critical Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with 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 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 FASB ASC Topic 946 — Financial Services — Investment Companies. Our financial currency is U.S. dollars and these consolidated financial statements have been prepared in that currency.

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Use of Estimates

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

Revenue Recognition

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

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

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

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

Valuation of Portfolio Investments

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

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

With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, 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, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:

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

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

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

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

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

Contractual Obligations

We have entered into the Investment Advisory Agreement with our Advisor. Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Investment Advisory Agreement. Under the Investment Advisory Agreement, we have agreed to pay an annual base management fee as well as an incentive fee based on our investment performance.

On September 28, 2023, the Company entered into the Investment Advisory Agreement with the Advisor. The Investment Advisory Agreement was approved by the Board and sole shareholder on September 28, 2023. In connection with the Company’s entry into the Investment Advisory Agreement, the Company’s prior investment advisory agreement with BCSF Advisors, LP was terminated on September 28, 2023. The Investment Advisory Agreement has the same material terms as the prior investment advisory agreement. Pursuant to the Investment Advisory Agreement, the base management fee is calculated at an annual rate of 0.75% (0.1875% per quarter) of our gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents and the incentive fee comprised of two parts, net investment income and capital gains.

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. The Administration Agreement was approved by our Board on September 28, 2023. 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 Act internal control assessment. In connection with our entry into the Administration Agreement, the Company’s prior administration agreement with BCSF Advisors, LP (the “Prior Administration Agreement”) was terminated on September 28, 2023. The Administration Agreement has the same material terms as the Prior Administration Agreement.

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 Investment Advisory Agreement and Administration Agreement.

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

	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
GS Revolving Credit Facility	$		156,259	$		-	$		-	$		156,259	$	-
SMBC Revolving Credit Facility			38,500			-			-			38,500		-
Total Debt Obligations	$		194,759	$		-	$		-	$		194,759	$	-

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The following table shows the contractual maturities of our debt obligations as of December 31, 2023 (dollars in thousands):

	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
GS Revolving Credit Facility	$		97,989	$		-	$		-	$		97,989	$	-
SMBC Revolving Credit Facility			2,000			-			-			2,000		-
Total Debt Obligations	$		99,989	$		-	$		-	$		99,989	$	-

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 Advisor as our valuation designee, subject to the Board’s oversight, 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, 2024, were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands):

							Net Increase
	Increase			Increase			(Decrease) in Net
	(Decrease) in			(Decrease) in			Investment
Change in Interest Rates	Interest Income			Interest Expense			Income
Down 100 basis points	$	(3,296	)	$	(1,948	)	$	(1,146	)
Down 200 basis points		(6,591	)		(3,895	)		(2,292	)
Down 300 basis points		(9,873	)		(5,843	)		(3,426	)
Up 100 basis points		3,296			1,948			1,146
Up 200 basis points		6,591			3,895			2,292
Up 300 basis points		9,887			5,843			3,437

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 investors 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.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2024 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

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Changes in Internal Controls Over Financial Reporting

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

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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, 2023, as well as the risk factors set forth in “Risk Factors” of Post-Effective Amendment No. 2 to our registration statement on Form N-2 filed on April 30, 2024, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K and in our registration statement on Form N-2 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 fiscal quarter ended June 30, 2024, 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, 2023 and Post-Effective Amendment No. 2 to our registration statement on Form N-2 filed on April 30, 2024.

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

Unregistered Sales of Equity Securities

Other than the shares issued pursuant to our distribution reinvestment plan, we did not sell any unregistered equity securities.

Share Repurchases

We have commenced a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. Our Board may amend or suspend the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV.

The following table sets forth information regarding repurchases of shares of our common stock during the six months ended June 30, 2024 (dollars in thousands):

	Percentage of
	Outstanding Shares		Amount		Number of Shares		Percentage of
Repurchase	the Company	Repurchase	Repurchased		Repurchased		Outstanding Shares
Deadline Request	Offered to Repurchase(1)	Pricing Date	(all classes)		(all classes)		Purchased(1)
February 29, 2024	5.00%	March 31, 2024	$	-		-	0.00%
May 31, 2024	5.00%	June 30, 2024		-		-	0.00%

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

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

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

Exhibit Number	Description of Document
3.1	Third Amended and Restated Declaration of Trust (incorporated by reference to Exhibit (a)(4) to Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on April 30, 2024).
3.2	Bylaws (incorporated by reference to Exhibit (b) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
4.1	Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Exhibit (e) to Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on April 30, 2024).
10.1	Form of Subscription Agreement (incorporated by reference to Appendix A to Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on April 30, 2024).
10.2	Investment Advisory Agreement with BCPC Advisors, LP (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.3	Managing Dealer Agreement, dated as of November 4, 2022, by and between the Company and the Emerson Equity LLC (incorporated by reference to Exhibit (h)(1) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.4	Form of Selected Intermediary Agreement (incorporated by reference to Exhibit (h)(2) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.5	Distribution and Servicing Plan (incorporated by reference to Exhibit (h)(3) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.6	Loan Administration and Custodial Agreement (incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.7	Administration Agreement with BCPC Advisors, LP (incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.8	Escrow Agreement, dated as of December 12, 2022, by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit (k)(2) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.9	Services Agreement (incorporated by reference to Exhibit 99.5 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.10	Form of Multiple Class Plan (incorporated by reference to Exhibit (k)(5) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.11	Expense Support and Conditional Reimbursement Agreement with BCPC Advisors, LP (incorporated by reference to Exhibit 99.4 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.12	Subscription Agreement for Seed Capital, dated as of July 12, 2022, by and between the Company and BCSF Advisors, LP (incorporated by reference to Exhibit (p) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.13	Revolving Credit Agreement, dated as of December 29, 2023, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent, Sole Book Runner and Lead Arranger (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10-K (File No. 814-01474) filed on March 27, 2024).
10.14	Revolving Credit Agreement, dated as of November 29, 2023, by and among the Company as Equity Holder, BCPC I, LLC as Borrower, with Goldman Sachs Bank USA, as Syndication Agent and Administrative Agent, and Computershare

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Exhibit Number	Description of Document
	Trust Company, N.A., as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form 10-K (File No. 814-01474) filed on March 27, 2024).
10.15	New Commitment Request dated March 22, 2024 by and among BCPC I, LLC, as borrower, and Goldman Sachs Bank USA, as administrative agent and lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 814-01474), filed on March 27, 2024).
10.16*	Increasing Lender/Joinder Lender Agreement dated as of May 24, 2024, pursuant to Section 2.08(e) of the Revolving Credit Agreement, dated as of December 29, 2023, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent, Sole Book Runner and Lead Arranger
14	Code of Ethics of the Company and the Advisor (incorporated by reference to Exhibit (r)(1) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
24.1	Powers of Attorney (incorporated by reference to Exhibit (n)(2) to Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on April 30, 2024).
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed herewith.

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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 Private Credit
Date: August 14, 2024	By:	/s/ Michael A. Ewald
	Name:	Michael A. Ewald
	Title:	Chief Executive Officer
Date: August 14, 2024	By:	/s/ Amit Joshi
	Name:	Amit Joshi
	Title:	Chief Financial Officer

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