Registration Statement under the Securities Act of 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. |
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans |
Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 ( “Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
when declared effective pursuant to section 8(c) of the Securities Act |
This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. |
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:___. |
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ___. |
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ___. |
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)). |
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act. |
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934). |
☐ | If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
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• |
“we,” “us,” “our,” “Company” and “CSL” refer to Carlyle Secured Lending, Inc. (formerly known as TCG BDC, Inc.), a Maryland corporation and its consolidated subsidiaries; |
• |
“SPV” refers to TCG BDC SPV LLC, a wholly owned and consolidated subsidiary; |
• |
“2015-1 Issuer” refers to Carlyle Direct Lending CLO 2015-1R LLC, a wholly owned and consolidated subsidiary; |
• |
“Carlyle” refers to The Carlyle Group Inc. (formerly known as The Carlyle Group L.P.) (NASDAQ: CG) and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds); |
• |
“Administrator” refers to Carlyle Global Credit Administration L.L.C., our administrator, a wholly owned and consolidated subsidiary of Carlyle; |
• |
“Investment Adviser” refers to Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company and an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and a wholly owned and consolidated subsidiary of Carlyle, which serves as our investment adviser; and |
• |
“Credit Fund” refers to Middle Market Credit Fund, LLC, an unconsolidated limited liability company, in which we own a 50% economic interest and co-manage with Credit Partners USA LLC, and its wholly owned and consolidated subsidiaries; |
• |
“Credit Fund II” refers to Middle Market Credit Fund II, LLC, an unconsolidated limited liability company, in which we own an 84.13% economic interest and co-manage with Cliffwater Corporate Lending Fund, and its wholly owned and consolidated subsidiary; |
• |
“Credit Facility” refers to the Senior Secured Revolving Credit Agreement, dated as of March 21, 2014 (as amended, modified or supplemented from time to time) among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent; and |
• |
“2028 Notes” refers to the Company’s $85 million in aggregate principal amount of 8.200% senior unsecured notes due December 1, 2028. |
• | We are currently operating in a period of capital markets disruption and economic uncertainty, and capital markets may experience periods of disruption and instability in the future. These market conditions may materially and adversely affect debt and equity capital markets in the United States and abroad, which have had and may continue to have a negative impact on our business and operations. |
• | Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies. |
• | Economic recessions or downturns could impair our portfolio companies and harm our operating results. |
• | We are dependent upon our Investment Adviser for our future success, and there are significant potential conflicts of interest that could impact our investment returns. |
• | Our financial condition, results of operations and ability to achieve our investment objective depend on our ability to source investments, access financing and manage future growth effectively. |
• | We may need to raise additional capital to grow because we must distribute most of our income. |
• | Any failure on our part to maintain our status as a BDC or RIC would reduce our operating flexibility, may hinder our achievement of our investment objective, may limit our investment choices and may subject us to greater regulation. |
• | Regulations governing our operation as a BDC affect our ability to, and the way in which we will, raise additional capital. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage. |
• | The NAV per share of our common stock may be diluted if we sell shares of our common stock in one or more offerings at prices below the then current NAV per share of our common stock. |
• | We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us. |
• | Our indebtedness could adversely affect our business, financial conditions or results of operations. |
• | Changes in interest rates have increased, and may in the future increase, our cost of capital, reduce the ability of our portfolio companies to service their debt obligations and decrease our net investment income. |
• | We may experience fluctuations in our quarterly results. |
• | We will be subject to corporate-level income tax if we are unable to maintain our qualification as a RIC for U.S. federal income tax purposes under Subchapter M of the Code. |
• | If we are not treated as a “publicly offered regulated investment company,” as defined in the Code, certain U.S. stockholders will be treated as having received a dividend from us. |
• | Our Board of Directors is authorized to reclassify any unissued shares of common stock into one or more classes of preferred stock, which could convey special rights and privileges to its owners. |
• | Provisions of the Maryland General Corporation Law (“MGCL”) and of our Charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock. |
• | Our Board of Directors may change our investment objective, operating policies and strategies without prior notice and without stockholder approval. |
• | We are highly dependent on information systems, and systems failures could significantly disrupt our business. |
• | Cybersecurity risks and cyber incidents may adversely affect our business, results of operations or those of our portfolio companies. |
• | Changes in laws or regulations governing our business or the businesses of our portfolio companies, changes in the interpretation thereof or newly enacted laws or regulations, and any failure by us or our portfolio companies to comply with these laws or regulations may adversely affect our business and the businesses of our portfolio companies. |
• | We are subject to certain risks as a result of our direct interest in the 2015-1 Issuer Preferred Interests. |
• | Our investments are risky and speculative, generally illiquid and typically do not have a readily available market price. |
• | We operate in a highly competitive market for investment opportunities, and compete with investment vehicles sponsored or advised by our affiliates. |
• | Our portfolio companies may be highly leveraged and may incur debt that ranks equally with, or senior to, some of our investments in such companies, and our investment portfolio may be concentrated in a limited number of portfolio companies and industries. |
• | Declines in the prices of corporate debt securities and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our NAV through increased net unrealized depreciation. |
• | To the extent we make investments in restructurings and reorganizations they may be subject to greater regulatory and legal risks than other traditional direct investments in portfolio companies. |
• | The financial projections of our portfolio companies could prove inaccurate, and the due diligence investigation that our Investment Adviser carries out with respect to an investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. |
• | Our portfolio companies prepay loans from time to time, which may have the effect of reducing our investment income if the returned capital cannot be invested in transactions with equal or greater yields. |
• | We invest through joint ventures, partnerships or other special purpose vehicles and our investments through these vehicles may entail greater risks, or risks that we otherwise would not incur, if we otherwise made such investments directly. |
• | Our ability to enter into transactions with Carlyle and our other affiliates is restricted. |
• | Our failure to make follow-on investments in our portfolio companies could impair the value of our investments. |
• | Because we generally do not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies. |
• | There are certain risks associated with holding debt obligations that have original issue discount or payment-in-kind |
• | Investing in our securities involves a high degree of risk and the market price of our securities may fluctuate significantly. |
• | Our shares of common stock have traded at a discount to NAV and may do so again. |
• | We issued the Preferred Stock (as defined below) in May 2020 and we may in the future determine to issue additional preferred stock, which could adversely affect the market value of our common stock. |
• | Holders of the Preferred Stock have the right to elect members of the board of directors and class voting rights on certain matters. |
• | Purchases of our common stock under our stock repurchase program, including a Company 10b5-1 Plan, may have resulted in the price of our common stock being higher than the price that otherwise might have existed in the open market. |
• | Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock. |
• | Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan. |
• | If current economic and market conditions continue to contribute to capital market disruption and instability, there is a risk that our stockholders may not receive distributions or that our distributions may not grow over time and a portion of our distributions to our stockholders may be a return of capital for U.S. federal income tax purposes. |
• | Our stockholders may receive shares of our common stock as dividends, which could result in adverse tax consequences to them. Non-U.S. stockholders may be subject to withholding of U.S. federal income tax on dividends we pay. |
• | We may have difficulty paying our required distributions if we recognize taxable income before or without receiving cash representing such income. |
• | We cannot assure that an active trading market for the 2028 Notes will develop or be maintained. |
• | We may choose to redeem the 2028 Notes when prevailing interest rates are relatively low. |
Use of proceeds |
Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities pursuant to this prospectus for general corporate purposes, which may include, among other things: (i) investing in portfolio companies in accordance with our investment objective and (ii) repaying or repurchasing outstanding indebtedness, which may include indebtedness under the Company’s senior secured revolving credit facility (as amended, the “Credit Facility”), and, if specified in the prospectus supplement, we may use such net proceeds for acquisitions. See “Use of Proceeds.” |
The Nasdaq Global Select Market symbol |
Shares of our common stock trade on Nasdaq under the trading symbol “CGBD” and our 8.20% notes due 2028 trade on Nasdaq under the ticker symbol “CGBDL.” |
Distributions |
To the extent we have taxable income, we intend to continue to pay quarterly distributions to our stockholders out of assets legally available for distribution. Future quarterly distributions, if any, will be determined by our Board. All future distributions will be subject to lawfully available funds therefor, and no assurance can be given that we will be able to declare such distributions in future periods. The distributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. A return of capital is a return to our stockholders of a |
Tax status |
We are a BDC under the Investment Company Act. We have elected to be treated as a RIC under Subchapter M of the Code commencing with our taxable year ended December 31, 2013, and intend to continue to elect to be so treated annually. As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To maintain our RIC status, we must meet specified source-of-income |
We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. See “Price Range of Common Stock and Distributions.” |
Dividend Reinvestment Plan |
We have an “opt out” dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, other than those stockholders who have “opted out” of the plan. As a result of adopting the plan, if our Board authorizes, and we declare, a cash dividend or distribution, our stockholders who have not elected to “opt out” of our dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of our common stock, rather than receiving cash. Each registered stockholder may elect to have such stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered stockholder that does not so elect, distributions on such stockholder’s shares will be reinvested by State Street, our plan administrator, in additional shares. The number of shares to be issued to the stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable withholding taxes. We intend to use primarily newly issued shares to implement the plan so long as the market value per share is equal to or greater than the NAV per share on the relevant valuation date. If the market value per share is less than the NAV per share on the |
relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless we instruct the plan administrator otherwise. |
Stockholders who receive dividends and distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who receive their dividends and distributions in cash. However, since their cash dividends and distributions will be reinvested in our common stock, such stockholder will not receive cash with which to pay applicable taxes on reinvested dividends and distributions. See “Dividend Reinvestment Plan.” |
We generally intend to pay distributions in cash to stockholders who have “opted out” of our dividend reinvestment plan. However, we reserve the right, in our sole discretion from time to time, to limit the total amount of cash distributed to as little as 20% of the total distribution depending on, among other factors, the levels of our cash balances. |
Investment Advisory Fees |
We pay our Investment Adviser a fee for its services under an investment advisory agreement (the “Investment Advisory Agreement”) consisting of two components—a base management fee and an incentive fee. For more information regarding our Investment Adviser, the terms of our Investment Advisory Agreement and the fees we pay our Investment Adviser, see Part I, Item 1 in our 2023 Annual Report. |
Administration Agreement |
We reimburse our Administrator for its costs and expenses and our allocable portion of overhead incurred by our Administrator in performing its obligations under the Administration Agreement. In addition, our Administrator has entered into the Carlyle Sub-Administration Agreement to have access to personnel. Our Administrator has also entered into the State Street Sub-Administration Agreement for certain administrative and professional services. |
Leverage |
Trading at a discount |
Shares of closed-end investment companies that are listed on an exchange, including BDCs, frequently trade at a discount to their NAV per share. We are not generally able to issue and sell our common stock at a price below our NAV per share unless, among other things, the requisite stockholders approve such a sale. The risk that our shares may trade at a discount to our NAV per share is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our shares will trade above, at or below NAV per share. See “Risk Factors-Risks Related to Offerings Pursuant to this Prospectus-Our shares of common stock have traded at a discount from NAV and may do so again, which could limit our ability to raise additional equity capital.” |
Investment Adviser |
We are externally managed by our Investment Adviser, Carlyle Global Credit Investment Management L.L.C., an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and a wholly owned subsidiary of Carlyle, a global alternative asset manager with approximately $426 billion of AUM as of December 31, 2023. |
Administrator |
Carlyle Global Credit Administration L.L.C., a wholly owned subsidiary of Carlyle, serves as our administrator. |
Custodian, transfer agent and dividend disbursing agent |
State Street serves as our custodian. State Street also serves as our transfer and distribution payment agent and registrar. See “Custodian, Transfer and Distribution Paying Agent and Registrar.” |
Risk factors |
See “Risk Factors” and the other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities. |
Additional information |
We have filed with the SEC a registration statement on Form N-2, of which this prospectus is a part, under the Securities Act. The registration statement contains additional information about us and the securities being offered by this prospectus. We are also required to file annual, quarterly and current reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at http://www.sec.gov. |
We maintain a website (http://carlylesecuredlending.com/) and make all of our periodic and current reports, proxy statements and other information available, free of charge, on or through our website. The information on our website is not incorporated by reference in this prospectus. You may also obtain such information by contacting us in writing at: One Vanderbilt Avenue, Suite 3400, New York, NY 10017, or by telephone (collect) at (212) 813-4900. |
Information incorporated by reference |
The rules of the SEC allow us to incorporate by reference information into this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we later file with the SEC will automatically update and supersede this information. See “Information Incorporated by Reference” for more information. |
Stockholder transaction expenses ( |
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Sales load |
(1) | |||
Offering expenses |
(2) | |||
Dividend reinvestment plan expenses |
(3) | |||
Total stockholder transaction expenses |
(4) |
Estimated annual expenses ( |
||||
Base management fee payable under the Investment Advisory Agreement |
% (6) | |||
Incentive fee payable under the Investment Advisory Agreement ( pre-incentive fee net investment income and capital gains) |
% (7) | |||
Interest payments on borrowed funds |
% (8) | |||
Other expenses |
% (9)(11) | |||
Acquired fund fees and expenses |
% (10) | |||
Total annual expenses |
% (11) |
(1) | In the event that the securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load (underwriting discount or commission). Purchases of shares of our common stock on the secondary market are not subject to sales charges but may be subject to brokerage commissions or other charges. The table does not include any sales load that stockholders may have paid in connection with their purchase of shares of our common stock. |
(2) | The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price. |
(3) | The expenses of the dividend reinvestment plan are included in “Other expenses”. For additional information, see “Dividend Reinvestment Plan.” |
(4) | The related prospectus supplement will disclose the offering price and the total stockholder transaction expenses as a percentage of the offering price. |
(5) | The net assets attributable to common stock used to calculate the percentages in this table reflect our net assets of $862,812 million as of December 31, 2023. |
(6) |
debt, and excludes cash and any temporary investments in cash equivalents. The base management fee is payable quarterly in arrears, will be appropriately adjusted for any share issuances or repurchases during such the applicable fiscal quarters, and will be appropriately pro-rated for any partial month or quarter. For purposes of the table above, the percentage reflected is calculated based on our average net assets (rather than our average gross assets) for the same period. The base management fee is payable quarterly in arrears. See “Related Party Transactions—Investment Advisory Agreement” in Part II, Item 7 of our 2023 Annual Report and in Note 4 to our consolidated financial statements in our 2023 Annual Report, which are incorporated herein by reference. |
(7) | We may have capital gains and net investment income that could result in the payment of an incentive fee to the Investment Adviser in the twelve months after the date of this prospectus. The incentive fee payable in the example below is estimated based on our actual results for the year ended December 31, 2023, and assumes that the incentive fee is 17.5% for all relevant periods. However, the incentive fee payable to the Investment Adviser is based on our performance and will not be paid unless we achieve certain goals. |
(8) | Interest payments on borrowed funds is estimated based on our interest expense for the year ended December 31, 2023 under (i) our secured borrowings under the Credit Facility, which were $260.4 million as of December 31, 2023, (ii) the $449.2 million in aggregate principal amount of notes offered by the 2015-1 Issuer (the “2015-1R Notes”), (iii) the $115 million in aggregate principal amount of 4.750% senior unsecured notes due December 31, 2024 (the “2019 Notes”), (iv) the $75 million in aggregate principal amount of 4.500% senior unsecured notes due December 31, 2024 (the “2020 Notes”), and (v) the “2028 Notes, excluding fees (such as fees on undrawn amounts and amortization of upfront fees). This estimated item is based on the assumption that our borrowings and interest costs after an offering will remain similar to those prior to such offering. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. Our stockholders indirectly bear the costs of borrowings under any debt instruments we may enter into. |
(9) | “—Sub-Administration Agreements” in Part II, Item 7 of our 2023 Annual Report and in Note 4 to our consolidated financial statements in our 2023 Annual Report, which are incorporated herein by reference. The expenses in this table are based on our estimated amounts for the current fiscal year. |
(10) |
(11) | Estimated. |
1 year |
3 years |
5 years |
10 years |
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You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains) (1) |
$ | $ | $ | $ | ||||||||||||
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains) (2) |
$ | $ | $ | $ |
(1) | Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation. |
(2) | Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and not otherwise deferrable under the terms of the Investment Advisory Agreement and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely. |
• | our, or our portfolio companies’, future business, operations, operating results or prospects, including our and their ability to achieve our respective objectives; |
• | the return or impact of current and future investments; |
• | the general economy and its impact on the industries in which we invest; |
• | the impact of any protracted decline in the liquidity of credit markets on our business; |
• | the impact of fluctuations in interest rates on our business; |
• | the valuation of our investments in portfolio companies, particularly those having no liquid trading market; |
• | the impact of supply chain constraints on our portfolio companies and the global economy; |
• | the current inflationary environment, and its impact on our portfolio companies and on the industries in which we invest; |
• | the impact on our business of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies; |
• | our ability to recover unrealized losses; |
• | market conditions and our ability to access alternative debt markets and additional debt and equity capital; |
• | our contractual arrangements and relationships with third parties; |
• | uncertainty surrounding the financial stability of the United States, Europe and China, including a possible shutdown of the U.S. federal government; |
• | uncertainty surrounding Russia’s military invasion of Ukraine and the impact of geopolitical tensions in other regions such as the Middle East, and developing tensions between China and the United States; |
• | competition with other entities and our affiliates for investment opportunities; |
• | the speculative and illiquid nature of our investments; |
• | the use of borrowed money to finance a portion of our investments; |
• | our expected financings and investments; |
• | the adequacy of our cash resources and working capital; |
• | the timing, form and amount of any dividend distributions; |
• | the timing of cash flows, if any, from the operations of our portfolio companies; |
• | the ability to consummate acquisitions; |
• | the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; |
• | the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments; |
• | currency fluctuations and the adverse effect such fluctuations could have on the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars; |
• | the ability of The Carlyle Group Employee Co., L.L.C. to attract and retain highly talented professionals that can provide services to our investment adviser and administrator; |
• | our ability to maintain our status as a business development company; |
• | our intent to satisfy the requirements of a regulated investment company under Subchapter M of the Code; and |
• | the risks, uncertainties and other factors we identify in “Risk Factors” in this prospectus and in Part I, Item 1A of our 2023 Annual Report, and those discussed in other documents we file with the SEC. |
High Sales Price Premium (Discount) to NAV (2) |
Low Sales Price Premium (Discount) to NAV (2) |
Cash Dividend Per Share (3) |
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Price Range |
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NAV (1) |
High |
Low |
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Year ended December 31, 2022 |
||||||||||||||||||||||||
First Quarter |
$ | $ | $ | ( |
)% | ( |
)% | $ | 0.40 | |||||||||||||||
Second Quarter |
$ | $ | $ | ( |
)% | ( |
)% | $ | 0.40 | |||||||||||||||
Third Quarter |
$ | |
$ | $ | ( |
)% | ( |
)% | $ | 0.40 | ||||||||||||||
Fourth Quarter |
$ | |
$ | $ | ( |
)% | ( |
)% | $ | 0.44 | ||||||||||||||
Year ended December 31, 2023 |
||||||||||||||||||||||||
First Quarter |
$ | $ | $ | ( |
)% | ( |
)% | $ | 0.44 | |||||||||||||||
Second Quarter |
$ | $ | $ | ( |
)% | ( |
)% | $ | 0.44 | |||||||||||||||
Third Quarter |
$ | $ | $ | ( |
)% | ( |
)% | $ | 0.44 | |||||||||||||||
Fourth Quarter |
$ | $ | $ | ( |
)% | ( |
)% | $ | 0.44 | |||||||||||||||
Year ended December 31, 2024 |
||||||||||||||||||||||||
First Quarter |
$ | $ | |
|
$ | 0.48 |
(1) | NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of the relevant quarter. |
(2) | Calculated as the respective high or low closing sales price less NAV, divided by NAV (in each case, as of the applicable quarter). |
(3) | Represents the dividend or distribution declared in the relevant quarter. |
* | NAV has not yet been calculated for this period. |
Date Declared |
Record Date |
Payment Date |
Per Share Amount |
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2022 |
||||||||||||
February 18, 2022 |
March 31, 2022 | April 15, 2022 | $ | 0.32 | ||||||||
February 18, 2022 |
March 31, 2022 | April 15, 2022 | 0.08 | (1) | ||||||||
May 2, 2022 |
June 30, 2022 | July 15, 2022 | 0.32 | |||||||||
May 2, 2022 |
June 30, 2022 | July 15, 2022 | 0.08 | (1) | ||||||||
August 8, 2022 |
September 30, 2022 | October 14, 2022 | 0.34 | (2) | ||||||||
August 8, 2022 |
September 30, 2022 | October 14, 2022 | 0.06 | (1) | ||||||||
October 31, 2022 |
December 30, 2022 | January 16, 2023 | 0.36 | (3) | ||||||||
October 31, 2022 |
December 30, 2022 | January 16, 2023 | 0.08 | (1) | ||||||||
|
|
|||||||||||
Total |
$ |
1.64 |
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|
|
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2023 |
||||||||||||
February 21, 2023 |
March 31, 2023 | April 14, 2023 | $ | 0.37 | (4) | |||||||
February 21, 2023 |
March 31, 2023 | April 14, 2023 | 0.07 | (1) | ||||||||
May 4, 2023 |
June 30, 2023 | July 18, 2023 | 0.37 | |||||||||
May 4, 2023 |
June 30, 2023 | July 18, 2023 | 0.07 | (1) | ||||||||
August 3, 2023 |
September 29, 2023 | October 17, 2023 | 0.37 | |||||||||
August 3, 2023 |
September 29, 2023 | October 17, 2023 | 0.07 | (1) | ||||||||
November 2, 2023 |
December 29, 2023 | January 18, 2024 | 0.37 | |||||||||
November 2, 2023 |
December 29, 2023 | January 18, 2024 | 0.07 | (1) | ||||||||
|
|
|||||||||||
Total |
$ |
1.76 |
||||||||||
|
|
|||||||||||
2024 |
||||||||||||
February 20, 2024 |
March 29, 2024 | April 17, 2024 | $ | 0.40 | (5) | |||||||
February 20, 2024 |
March 29, 2024 | April 17, 2024 | $ | 0.08 | (1) |
(1) | Represents a special/supplemental dividend. |
(2) | The Company updated its dividend policy such that the regular dividend is $0.34 per share of common stock, effective with the third quarter 2022 dividend. |
(3) | The Company updated its dividend policy such that the regular dividend is $0.36 per share of common stock, effective with the fourth quarter 2022 dividend. |
(4) | The Company updated its dividend policy such that the regular dividend is $0.37 per share of common stock, effective with the first quarter 2023 dividend. |
(5) | The Company updated its dividend policy such that the regular dividend is $0.38 per share of common stock, effective with the first quarter 2024 dividend. |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
11852604 Canada Inc. (Canada)(3) 800 De Maisonneuve East Boulevard 12th floor Montreal Canada Quebec, H2L 4L8 |
Healthcare & Pharmaceuticals | Second Lien Debt | SOFR + 9.50% (100% PIK) |
9/30/2028 | $ | 8,780 | $ | 8,665 | $ | 8,670 | ||||||||||||||
ADPD Holdings, LLC 5217 Raeford Road Suite 103, Fayetville, NC 28304 |
Consumer Services | First Lien Debt | SOFR + 6.00% | 8/15/2028 | $ | 10,119 | $ | 9,898 | $ | 8,837 | ||||||||||||||
Advanced Web Technologies Holding Company 600 Hoover Street North East Suite 500, Minneapolis, MN 55413 |
Containers, Packaging & Glass | First Lien Debt | SOFR + 6.25% | 12/17/2026 | $ | 9,090 | $ | 8,979 | $ | 9,129 | ||||||||||||||
Advanced Web Technologies Holding Company 600 Hoover Street North East Suite 500, Minneapolis, MN 55413 |
Containers, Packaging & Glass | First Lien Debt | SOFR + 6.75% | 12/17/2026 | $ | 641 | $ | 625 | $ | 652 | ||||||||||||||
Advanced Web Technologies Holding Company 600 Hoover Street North East Suite 500, Minneapolis, MN 55413 |
Containers, Packaging & Glass | First Lien Debt | SOFR + 6.50% | 12/17/2026 | $ | 1,593 | $ | 1,573 | $ | 1,609 | ||||||||||||||
AI Convoy S.A.R.L (United Kingdom)(3) Tringham House 580 Deansleigh Road Bournemouth United Kingdom BH7 7DT |
Aerospace & Defense | Second Lien Debt | SOFR + 8.25% | 1/17/2028 | $ | 24,814 | $ | 24,476 | $ | 24,938 | ||||||||||||||
AI Grace AUS Bidco Pty LTD (Australia)(3) 120 Dunning Avenue, Rosebery NSW 2018, Australia |
Consumer Goods: Non-Durable |
First Lien Debt | SOFR + 6.50% | 12/5/2029 | $ | 2,286 | $ | 2,218 | $ | 2,217 |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
Aimbridge Acquisition Co., Inc. 5301 Headquarters Drive, Plano, TX 75024 |
Leisure Products & Services | Second Lien Debt | SOFR + 7.50% | 2/1/2027 | $ | 9,241 | $ | 9,162 | $ | 8,680 | ||||||||||||||
Allied Benefit Systems Intermediate LLC 200 West Adams Street Suite 500, Chicago, IL 60606 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 5.25% | 10/31/2030 | $ | — | $ | (23 | ) | $ | (24 | ) | ||||||||||||
Alpine Acquisition Corp II 3650 Mansell Road Suite 100, Alpharetta, GA 30022 |
Transportation: Cargo | First Lien Debt | SOFR + 6.00% | 11/30/2026 | $ | 9,614 | $ | 9,430 | $ | 9,128 | ||||||||||||||
American Physician Partners, LLC 5121 Maryland Way, Brentwood, TN 37027 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 10.25% (100% PIK) | 6/30/2023 | $ | 3,472 | $ | 3,082 | $ | — | ||||||||||||||
American Physician Partners, LLC 5121 Maryland Way, Brentwood, TN 37027 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 10.25% (100% PIK) | 8/5/2022 | $ | 35,148 | $ | 30,117 | $ | — | ||||||||||||||
ANLG Holdings, LLC 8 Centennial Drive, Peabody, MA 1960 |
Capital Equipment | Equity Investments | $ | 592 | $ | 592 | $ | 1,027 | 0.22% | |||||||||||||||
AP Plastics Acquisition Holdings, LLC 9280 Jefferson Street, Streetsboro, OH 44241 |
Chemicals, Plastics & Rubber | Second Lien Debt | SOFR + 7.50% | 8/10/2029 | $ | 33,680 | $ | 32,957 | $ | 33,204 | ||||||||||||||
Apex Companies Holdings, LLC 15850 Crabbs Branch Way, Ste 200, Rockville, MD 20855 |
Environmental Industries | First Lien Debt | SOFR + 6.25% | 1/31/2028 | $ | 10,015 | $ | 9,727 | $ | 10,040 | ||||||||||||||
Applied Technical Services, LLC 1049 Triad Court, Marietta, GA 30062 |
Business Services | First Lien Debt | SOFR + 6.00% | 12/29/2026 | $ | 480 | $ | 470 | $ | 484 | ||||||||||||||
Applied Technical Services, LLC 1049 Triad Court, Marietta, GA 30062 |
Business Services | First Lien Debt | SOFR + 5.75% | 12/29/2026 | $ | 542 | $ | 536 | $ | 542 | ||||||||||||||
Appriss Health, LLC 9901 Linn Station Road Suite 500, Louisville, KY 40223 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 6.75% | 5/6/2027 | $ | 36,554 | $ | 36,062 | $ | 36,359 | ||||||||||||||
Appriss Health, LLC 9901 Linn Station Road Suite 500, Louisville, KY 40223 |
Healthcare & Pharmaceuticals | Equity Investments | $ | 6 | $ | 5,599 | $ | 5,438 | 0.57% | |||||||||||||||
AQA Acquisition Holdings, Inc. 450 Artisan Way, Somerville, MA 2145 |
High Tech Industries | Second Lien Debt | SOFR + 7.50% | 3/3/2029 | $ | 35,000 | $ | 34,358 | $ | 35,000 | ||||||||||||||
Ascend Buyer, LLC 1111 Busch Parkway, Buffalo Grove, IL 60089 |
Containers, Packaging & Glass | First Lien Debt | SOFR + 6.40% | 9/30/2028 | $ | 3,814 | $ | 3,748 | $ | 3,697 |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
Associations, Inc. 5401 North Central Expressway Suite 300, Dallas, TX 75205 |
Construction & Building | First Lien Debt | SOFR + 4.00%, 2.50% PIK | 7/2/2027 | $ | 13,440 | $ | 13,357 | $ | 13,386 | ||||||||||||||
Atlas AU Bidco Pty Ltd (Australia)(3) Level 4, Tower One International Towers 100 Barangaroo Avenue Barangaroo Australia NSW 2000 |
High Tech Industries | First Lien Debt | SOFR + 7.25% | 12/12/2029 | $ | 2,890 | $ | 2,805 | $ | 2,922 | ||||||||||||||
Atlas Ontario LP (Canada)(3) 200 West Adams Street Suite 500, Chicago, IL 60606 |
Business Services | Equity Investments | $ | 5,114 | $ | 5,114 | $ | 5,114 | 0.01% | |||||||||||||||
Atlas US Finco, Inc.(3) Level 4, Tower One International Towers 100 Barangaroo Avenue Barangaroo Australia NSW 2000 |
High Tech Industries | First Lien Debt | SOFR + 6.75% | 12/10/2029 | $ | 1,338 | $ | 1,311 | $ | 1,311 | ||||||||||||||
Aurora Lux FinCo S.Á.R.L. (Luxembourg)(3) Avinguda Diagonal 567 3rd floor Barcelona Spain |
Software | First Lien Debt | SOFR + 3.00%, 4.00% PIK | 12/24/2026 | $ | 32,309 | $ | 31,911 | $ | 31,010 | ||||||||||||||
Avalara, Inc. 255 South King Street Suite 1800, Seattle, WA 98104 |
Diversified Financial Services | First Lien Debt | SOFR + 7.25% | 10/19/2028 | $ | 22,500 | $ | 21,977 | $ | 22,872 | ||||||||||||||
Barnes & Noble, Inc. Post Office Box 111, Lyndhurst, NJ 7071 |
Retail | First Lien Debt | SOFR + 8.81% | 12/20/2026 | $ | 26,402 | $ | 25,807 | $ | 26,253 | ||||||||||||||
Bayside HoldCo, LLC 576 Broadhollow Road, Melville, NY 11747 |
Healthcare & Pharmaceuticals | Equity Investments | $ | 6 | $ | — | $ | — | 8.55% | |||||||||||||||
Bayside OPCP, LLC 576 Broadhollow Road, Melville, NY 11747 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 7.25% (100% PIK) | 5/31/2026 | $ | 4,785 | $ | 4,785 | $ | 4,785 | ||||||||||||||
Bayside OPCP, LLC 576 Broadhollow Road, Melville, NY 11747 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 7.25% (100% PIK) | 5/31/2026 | $ | 13,527 | $ | 13,527 | $ | 13,527 | ||||||||||||||
Bayside OPCP, LLC 576 Broadhollow Road, Melville, NY 11747 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 7.00% (100% PIK) | 5/31/2026 | $ | — | $ | — | $ | — | ||||||||||||||
Bayside OPCP, LLC 576 Broadhollow Road, Melville, NY 11747 |
Healthcare & Pharmaceuticals | Second Lien Debt | SOFR + 10.00% (100% PIK) | 5/31/2026 | $ | 4,861 | $ | 3,653 | $ | 3,071 | ||||||||||||||
Blackbird Holdco, Inc. 1900 Jetway Boulevard, Columbus, OH 43219 | Capital Equipment | Equity Investments | $ | 13 | $ | 12,314 | $ | 12,074 | 9.19% |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
BlueCat Networks, Inc. (Canada)(3) 4100 Yonge Street 3rd Floor Toronto, Ontario Canada M2P 2B5 |
High Tech Industries | First Lien Debt | SOFR + 4.00%, 2.00% PIK | 8/8/2028 | $ | 3,692 | $ | 3,632 | $ | 3,609 | ||||||||||||||
BMS Holdings III Corp. 5718 Airport Freeway, Haltom City, TX 76117 |
Construction & Building | First Lien Debt | SOFR + 5.50% | 9/30/2026 | $ | 4,784 | $ | 4,729 | $ | 4,675 | ||||||||||||||
Bradyifs Holdings, LLC 5496 Lindbergh Lane, Bell, CA 90201 |
Wholesale | First Lien Debt | SOFR + 6.00% | 10/31/2029 | $ | 8,595 | $ | 8,399 | $ | 8,396 | ||||||||||||||
Buckeye Parent, LLC 101 Jegs Place, Delaware, OH 43015 |
Automotive | Equity Investments | $ | 885 | $ | 885 | $ | 85 | 0.34% | |||||||||||||||
CD&R Madison Parent Ltd (United Kingdom)(3) 111-113 Quai Jules Guesde Vitry-sur-Seine |
Business Services | First Lien Debt | EURIBOR + 5.75%, 2.00% PIK | 2/27/2030 | $ | 609 | $ | 627 | $ | 682 | ||||||||||||||
CD&R Madison Parent Ltd (United Kingdom)(3) 111-113 Quai Jules Guesde Vitry-sur-Seine |
Business Services | First Lien Debt | SONIA + 6.25%, 2.00% PIK | 2/27/2030 | $ | 1,292 | $ | 1,508 | $ | 1,676 | ||||||||||||||
Celerion Buyer, Inc. 621 Rose Street, Lincoln, NE 68502 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 6.50% | 11/3/2029 | $ | 3,120 | $ | 3,036 | $ | 3,159 | ||||||||||||||
Chartis Holding, LLC 220 West Kinzie Street Third Floor, Chicago, IL 60654 |
Business Services | First Lien Debt | SOFR + 5.00% | 5/1/2025 | $ | 797 | $ | 793 | $ | 795 | ||||||||||||||
Chartis Holding, LLC 220 West Kinzie Street Third Floor, Chicago, IL 60654 |
Business Services | Equity Investments | $ | 433 | $ | 421 | $ | 637 | 0.21% | |||||||||||||||
Chemical Computing Group ULC (Canada)(3) 910-1010 Sherbrooke Street West Suite 910 Montreal Canada Quebec, H3A 2R7 |
Software | First Lien Debt | SOFR + 4.50% | 8/30/2024 | $ | 385 | $ | 385 | $ | 383 | ||||||||||||||
CIP Revolution Holdings, LLC 300 South Wacker Suite 900, Chicago, IL 60606 |
Media: Advertising, Printing & Publishing | Equity Investments | $ | 318 | $ | 318 | $ | 254 | 0.58% | |||||||||||||||
CircusTrix Holdings, LLC Post Office Box 302, Provo, UT 84603 |
Leisure Products & Services | First Lien Debt | SOFR + 6.75% | 7/14/2028 | $ | 12,549 | $ | 12,202 | $ | 12,585 | ||||||||||||||
Comar Holding Company, LLC 220 Laurel Road, Voorhees, NJ 8043 |
Containers, Packaging & Glass | First Lien Debt | SOFR + 2.00%, 4.75% PIK | 6/18/2026 | $ | 29,291 | $ | 29,233 | $ | 25,198 |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
CoreWeave Compute Acquisition Co. II, LLC 101 Eisenhower Pkwy, Roseland, New Jersey 07068 |
High Tech Industries | First Lien Debt | SOFR + 8.75% | 7/30/2028 | $ | 1,212 | $ | 1,179 | $ | 1,176 | ||||||||||||||
Cority Software Inc. (Canada)(3) 250 Bloor Street East 9th Floor, Box 15 Toronto Canada Ontario, M4W 1E6 |
Software | First Lien Debt | SOFR + 5.00% | 7/2/2026 | $ | 10,302 | $ | 10,201 | $ | 10,257 | ||||||||||||||
Cority Software Inc. (Canada)(3) 250 Bloor Street East 9th Floor, Box 15 Toronto Canada Ontario, M4W 1E6 |
Software | First Lien Debt | SOFR + 7.00% | 7/2/2026 | $ | 547 | $ | 539 | $ | 546 | ||||||||||||||
Cority Software Inc. (Canada)(3) 250 Bloor Street East 9th Floor, Box 15 Toronto Canada Ontario, M4W 1E6 |
Software | Equity Investments | $ | 250 | $ | 250 | $ | 696 | 0.01% | |||||||||||||||
Coupa Holdings, LLC 1855 South Grant Street, San Mateo, CA 94402 |
Software | First Lien Debt | SOFR + 7.50% | 2/28/2030 | $ | 8,638 | $ | 8,410 | $ | 8,838 | ||||||||||||||
CPI Intermediate Holdings, Inc. 811 Hansen Way, Palo Alto, CA 94304 |
Telecommunications | First Lien Debt | SOFR + 5.50% | 10/6/2029 | $ | 3,843 | $ | 3,772 | $ | 3,803 | ||||||||||||||
CST Holding Company 852 Nicholas Run Drive, Great Falls, VA 22066 |
Consumer Goods: Non-Durable |
First Lien Debt | SOFR + 6.50% | 11/1/2028 | $ | 4,981 | $ | 4,844 | $ | 5,027 | ||||||||||||||
DCA Investment Holding LLC 6240 Lake Osprey Drive, Sarasota, FL 34240 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 6.41% | 4/3/2028 | $ | 14,301 | $ | 14,177 | $ | 14,071 | ||||||||||||||
Denali Midco 2, LLC 1830 N 95th Ave Suite #106, Phoenix, AZ 85037 |
Consumer Services | First Lien Debt | SOFR + 6.50% | 12/22/2027 | $ | 9,023 | $ | 8,785 | $ | 9,023 | ||||||||||||||
Derm Growth Partners III, LLC 95 Chapel Street Suite 210, Canton, MA 2021 |
Healthcare & Pharmaceuticals | Equity Investments | $ | 1,000 | $ | 1,000 | $ | — | 0.63% | |||||||||||||||
Dermatology Associates 95 Chapel Street Suite 210, Canton, MA 2021 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 6.25% (100% PIK) | 1/15/2024 | $ | 30,871 | $ | 30,871 | $ | 30,835 | ||||||||||||||
Dermatology Associates 95 Chapel Street Suite 210, Canton, MA 2021 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 11.31% (100% PIK) | 1/15/2024 | $ | 49,028 | $ | 24,963 | $ | 34,990 | ||||||||||||||
Diligent Corporation 111 West 33rd Street 16th Floor, New York, NY 10120 |
Telecommunications | First Lien Debt | SOFR + 6.25% | 8/4/2025 | $ | 663 | $ | 656 | $ | 659 |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
Diligent Corporation 111 West 33rd Street 16th Floor, New York, NY 10120 |
Telecommunications | Equity Investments | $ | 13 | $ | 12,842 | $ | 12,761 | 2.41% | |||||||||||||||
Direct Travel, Inc. 7430 East Caley Avenue Suite 320E, Centennial, CO 80111 |
Leisure Products & Services | First Lien Debt | SOFR + 6.50%, 2.00% | 10/1/2025 | $ | 44,408 | $ | 43,341 | $ | 44,407 | ||||||||||||||
Direct Travel, Inc. 7430 East Caley Avenue Suite 320E, Centennial, CO 80111 |
Leisure Products & Services | First Lien Debt | SOFR + 6.00% | 10/1/2025 | $ | 3,772 | $ | 3,696 | $ | 3,772 | ||||||||||||||
Direct Travel, Inc. 7430 East Caley Avenue Suite 320E, Centennial, CO 80111 |
Leisure Products & Services | Equity Investments | $ | 43 | $ | — | $ | 5,203 | 9.47% | |||||||||||||||
Dwyer Instruments, Inc. Post Office Box 373, Michigan City, IN 46360 |
Capital Equipment | First Lien Debt | SOFR + 5.75% | 7/21/2027 | $ | 3,791 | $ | 3,731 | $ | 3,791 | ||||||||||||||
ECP Parent, LLC 750 East Beltline, NE Grand Rapids, Michigan 49525 |
Healthcare & Pharmaceuticals | Equity Investments | $ | 268 | $ | — | $ | 290 | 0.66% | |||||||||||||||
Eliassen Group, LLC 55 Walkers Brook Drive 6th Floor, Reading, MA 1867 |
Business Services | First Lien Debt | SOFR + 5.50% | 4/14/2028 | $ | 2,206 | $ | 2,151 | $ | 2,145 | ||||||||||||||
Ellkay, LLC 200 Riverfront Boulevard, Elmwood Park, NJ 7407 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 6.00% | 9/14/2027 | $ | 13,964 | $ | 13,754 | $ | 11,809 | ||||||||||||||
Emergency Communications Network, LLC 780 West Granada Boulevard, Ormond Beach, FL 32174 |
Telecommunications | First Lien Debt | SOFR + 2.50%, 6.25% PIK | 6/1/2024 | $ | 28,060 | $ | 28,047 | $ | 23,896 | ||||||||||||||
EPS Nass Parent, Inc. 190 North Westmonte Drive, Altamonte Springs, FL 32714 |
Utilities: Electric | First Lien Debt | SOFR + 5.75% | 4/19/2028 | $ | 933 | $ | 920 | $ | 902 | ||||||||||||||
EvolveIP, LLC 630 Allendale Road, King of Prussia, PA 19406 |
Telecommunications | First Lien Debt | SOFR + 5.50% | 6/7/2025 | $ | 6,154 | $ | 6,153 | $ | 5,901 | ||||||||||||||
Excel Fitness Holdings, Inc. 1901 West Braker Lane, Austin, TX 78758 |
Leisure Products & Services | First Lien Debt | SOFR + 5.25% | 4/29/2029 | $ | 6,157 | $ | 6,043 | $ | 6,061 | ||||||||||||||
Excelitas Technologies Corp. 200 West Street 4th Floor East, Waltham, MA 2451 |
Capital Equipment | First Lien Debt | SOFR + 5.75% | 8/12/2029 | $ | 3,287 | $ | 3,229 | $ | 3,238 | ||||||||||||||
Excelitas Technologies Corp. 200 West Street 4th Floor East, Waltham, MA 2451 |
Capital Equipment | First Lien Debt | EURIBOR + 5.75% | 8/12/2029 | $ | 1,263 | $ | 1,274 | $ | 1,376 |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
FPG Intermediate Holdco, LLC 4901 Vineland Road Suite 300, Orlando, FL 32811 |
Consumer Services | First Lien Debt | SOFR + 6.75% | 3/5/2027 | $ | 359 | $ | 298 | $ | 321 | ||||||||||||||
GB Vino Parent, L.P. 50 Technology Court, Napa, CA 94558 |
Beverage & Food | Equity Investments | $ | 4 | $ | 307 | $ | 218 | 0.45% | |||||||||||||||
Greenhouse Software, Inc. 18 West 18th Street 11th Floor, New York, NY 10011 |
Software | First Lien Debt | SOFR + 7.00% | 9/1/2028 | $ | 32,796 | $ | 32,162 | $ | 32,593 | ||||||||||||||
Guidehouse LLP 1676 International Drive Suite 800, McLean, VA 22102 |
Sovereign & Public Finance | First Lien Debt | SOFR + 3.75%, 2.00% PIK | 12/16/2030 | $ | 79 | $ | 78 | $ | 79 | ||||||||||||||
Hadrian Acquisition Limited (United Kingdom)(3) Crowthorne House Nine Mile Ride Wokingham United Kingdom RG40 3GZ |
Diversified Financial Services | First Lien Debt | SONIA + 5.25%, 3.43% PIK | 2/28/2029 | $ | 15,187 | $ | 19,798 | $ | 19,261 | ||||||||||||||
Hadrian Acquisition Limited (United Kingdom)(3) Crowthorne House Nine Mile Ride Wokingham United Kingdom RG40 3GZ |
Diversified Financial Services | First Lien Debt | SONIA + 5.00%, 2.75% PIK | 2/28/2029 | $ | 3,928 | $ | 4,552 | $ | 4,952 | ||||||||||||||
Harbour Benefit Holdings, Inc. Two Harbor Place, 302 Knights Run Avenue Suite 1100, Tampa, FL 33602 |
Business Services | First Lien Debt | SOFR + 5.00% | 12/13/2024 | $ | 2,951 | $ | 2,939 | $ | 2,905 | ||||||||||||||
Heartland Home Services, Inc. 51327 Quadrate Drive, Macomb, MI 48042 |
Consumer Services | First Lien Debt | SOFR + 5.75% | 12/15/2026 | $ | 10,223 | $ | 10,158 | $ | 9,766 | ||||||||||||||
Heartland Home Services, Inc. 51327 Quadrate Drive, Macomb, MI 48042 |
Consumer Services | First Lien Debt | SOFR + 6.00% | 12/15/2026 | $ | 7,116 | $ | 7,068 | $ | 6,818 | ||||||||||||||
Hercules Borrower LLC Visiokatu 1 Tampere Finland 33720 |
Environmental Industries | First Lien Debt | SOFR + 6.25% | 12/14/2026 | $ | 18,081 | $ | 17,770 | $ | 18,081 | ||||||||||||||
Hoosier Intermediate, LLC 3500 DePauw Boulevard Suite 3070, Indianapolis, IN 46268 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 5.00% | 11/15/2028 | $ | 9,809 | $ | 9,629 | $ | 9,415 | ||||||||||||||
HS Spa Holdings Inc. 1210 Northbrook Drive Suite 150, Trevose, PA 19053 |
Consumer Services | First Lien Debt | SOFR + 5.75% | 6/2/2029 | $ | 94 | $ | 76 | $ | 95 |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
iCIMS, Inc. Bell Works 101 Crawfords Corner Road Suite 3-100, Holmdel, NJ 7733 |
Software | First Lien Debt | SOFR + 7.25% | 8/18/2028 | $ | 26,975 | $ | 26,596 | $ | 26,953 | ||||||||||||||
Infront Luxembourg Finance S.À R.L. (Luxembourg)(3) Grafenauweg 2 Zug Switzerland 6302 |
Leisure Products & Services | First Lien Debt | EURIBOR + 9.00% | 5/28/2027 | $ | 8,250 | $ | 9,844 | $ | 9,085 | ||||||||||||||
Integrity Marketing Acquisition, LLC 1445 Ross Avenue 22nd Floor, Dallas, TX 75202 |
Diversified Financial Services | First Lien Debt | SOFR + 6.02% | 8/27/2026 | $ | 425 | $ | 422 | $ | 419 | ||||||||||||||
Integrity Marketing Group, LLC 1445 Ross Avenue 22nd Floor, Dallas, TX 75202 |
Diversified Financial Services | Equity Investments | $ | 18,530 | $ | 18,369 | $ | 17,824 | 1.50% | |||||||||||||||
IQN Holding Corp. 12724 Gran Bay Parkway West Suite 200, Jacksonville, FL 32258 |
Business Services | First Lien Debt | SOFR + 5.25% | 5/2/2029 | $ | 6,905 | $ | 6,843 | $ | 6,936 | ||||||||||||||
iRobot Corporation 8 Crosby Drive, Bedford, Massachusetts 01730 |
Consumer Goods: Durable | First Lien Debt | SOFR + 6.50%, 2.50% PIK | 7/31/2026 | $ | 4,939 | $ | 4,939 | $ | 5,125 | ||||||||||||||
Jeg’s Automotive, LLC 101 Jegs Place, Delaware, OH 43015 |
Automotive | First Lien Debt | SOFR + 6.00% | 12/22/2027 | $ | 20,487 | $ | 20,192 | $ | 17,623 | ||||||||||||||
Kaseya, Inc. 701 Brickell Avenue Suite 400, Miami, FL 33131 |
High Tech Industries | First Lien Debt | SOFR + 3.50%, 2.50% PIK | 6/23/2029 | $ | 36,346 | $ | 35,706 | $ | 36,352 | ||||||||||||||
Legacy.com, Inc. 820 Davis Street, Suite 210, Evanston, Illnios 60201 |
High Tech Industries | Equity Investments | $ | 1,500 | $ | 1,500 | $ | 1,064 | 2.20% | |||||||||||||||
Lifelong Learner Holdings, LLC 611 North Brand Boulevard 10th Floor, Glendale, CA 91203 |
Business Services | First Lien Debt | SOFR + 5.75% | 10/18/2026 | $ | 25,718 | $ | 25,487 | $ | 23,589 | ||||||||||||||
LinQuest Corporation 5140 West Goldleaf Circle Suite 400, Los Angeles, CA 90056 |
Aerospace & Defense | First Lien Debt | SOFR + 5.75% | 7/28/2028 | $ | 9,775 | $ | 9,635 | $ | 9,373 | ||||||||||||||
LVF Holdings, Inc. P.O. Box 98 1600 Gressel Drive, Delphos, OH 45833 |
Beverage & Food | First Lien Debt | SOFR + 5.75% | 6/10/2027 | $ | 32,833 | $ | 32,380 | $ | 32,290 | ||||||||||||||
Material Holdings, LLC 1900 Avenue of the Stars, Los Angeles, CA 90067 |
Business Services | First Lien Debt | SOFR + 6.00% | 8/19/2027 | $ | 8,139 | $ | 8,039 | $ | 7,816 | ||||||||||||||
Maverick Acquisition, Inc. 2600 South Telegraph Road Suite 180, Bloomfield Hills, MI 48302 |
Aerospace & Defense | First Lien Debt | SOFR + 6.25% | 6/1/2027 | $ | 35,261 | $ | 34,818 | $ | 27,632 | ||||||||||||||
Medical Manufacturing Technologies, LLC 15105-D John J. Delaney Dr., #20, Charlotte, NC 28227 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 5.50% | 12/23/2027 | $ | 30,679 | $ | 30,238 | $ | 30,679 |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
NearU Holdings LLC 5217 Raeford Road Suite 103, Fayetville, NC 28304 |
Consumer Services | Equity Investments | $ | 25 | $ | 2,470 | $ | 1,140 | 4.47% | |||||||||||||||
NEFCO Holding Company LLC 411 Burnham Street, East Hartford, CT 6108 |
Construction & Building | First Lien Debt | SOFR + 6.50% | 8/5/2028 | $ | 6,761 | $ | 6,643 | $ | 6,778 | ||||||||||||||
NEFCO Holding Company LLC 411 Burnham Street, East Hartford, CT 6108 |
Construction & Building | First Lien Debt | SOFR + 6.50% | 8/5/2028 | $ | 558 | $ | 488 | $ | 567 | ||||||||||||||
NEFCO Holding Company LLC 411 Burnham Street, East Hartford, CT 6108 |
Construction & Building | Equity Investments | $ | 1 | $ | 608 | $ | 608 | 0.29% | |||||||||||||||
NMI AcquisitionCo, Inc. 1450 American Lane Suite 1200, Schaumburg, IL 60173 |
High Tech Industries | First Lien Debt | SOFR + 5.75% | 9/6/2025 | $ | 38,120 | $ | 38,085 | $ | 37,848 | ||||||||||||||
North Haven Fairway Buyer, LLC 10401 Colonel Glenn Rd, Little Rock, AR 72204 |
Consumer Services | First Lien Debt | SOFR + 6.50% | 5/17/2028 | $ | 16,032 | $ | 15,764 | $ | 16,203 | ||||||||||||||
North Haven Goldfinch Topco, LLC 220 Laurel Road, Voorhees, NJ 8043 |
Containers, Packaging & Glass | Equity Investments | $ | 2,315 | $ | 2,315 | $ | — | 1.30% | |||||||||||||||
North Haven Stallone Buyer, LLC 290 Hansen Access Road, King of Prussia, PA 19406 |
Consumer Services | First Lien Debt | SOFR + 5.50% | 5/24/2027 | $ | 199 | $ | 196 | $ | 194 | ||||||||||||||
North Haven Stallone Buyer, LLC 290 Hansen Access Road, King of Prussia, PA 19406 |
Consumer Services | First Lien Debt | SOFR + 6.00% | 5/24/2027 | $ | 323 | $ | 213 | $ | 232 | ||||||||||||||
Oak Purchaser, Inc. 3520 Green Court Suite 250, Ann Arbor, MI 48105 |
Business Services | First Lien Debt | SOFR + 5.50% | 4/28/2028 | $ | 7,309 | $ | 7,247 | $ | 7,083 | ||||||||||||||
Oranje Holdco, Inc. 33 North Garden Avenue Suite 1200, Clearwater, FL 33755 |
Business Services | First Lien Debt | SOFR + 7.50% | 2/1/2029 | $ | 8,052 | $ | 7,852 | $ | 8,123 | ||||||||||||||
Outcomes Group Holdings, Inc. 1277 Treat Boulevard Suite 800, Walnut Creek, CA 94597 |
Business Services | Second Lien Debt | SOFR + 7.50% | 10/26/2026 | $ | 1,731 | $ | 1,729 | $ | 1,731 | ||||||||||||||
PAI Holdco, Inc. 3 Dakota Drive Suite 110, New Hyde Park, NY 11042 |
Automotive | Second Lien Debt | SOFR + 5.50%, 2.00% PIK | 10/28/2028 | $ | 14,377 | $ | 14,101 | $ | 13,449 | ||||||||||||||
Park County Holdings, LLC 2381 Rosecrans Avenue, Suite 350, El Segundo, California 90245 |
Media: Advertising, Printing & Publishing | First Lien Debt | SOFR + 7.11% | 11/29/2029 | $ | 30,000 | $ | 29,391 | $ | 29,385 | ||||||||||||||
Pascal Ultimate Holdings, L.P Post Office Box 373, Michigan City, IN 46360 |
Capital Equipment | Equity Investments | $ | 36 | $ | 364 | $ | 910 | 0.27% |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
Performance Health Holdings, Inc. 28100 Torch Parkway Suite 700, Warrenville, IL 60555 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 5.75% | 7/12/2027 | $ | 6,444 | $ | 6,360 | $ | 6,419 | ||||||||||||||
Pestco Intermediate, LLC 7676 Forsythe Blvd, Suite 2700, St. Louis, MO 63105 |
Environmental Industries | First Lien Debt | SOFR + 6.50% | 2/17/2028 | $ | 3,679 | $ | 3,542 | $ | 3,633 | ||||||||||||||
PF Atlantic Holdco 2, LLC 9 Grand Avenue, Toms River, NJ 8735 |
Leisure Products & Services | First Lien Debt | SOFR + 5.50% | 11/12/2027 | $ | 11,576 | $ | 11,383 | $ | 11,231 | ||||||||||||||
PF Growth Partners, LLC 212 West Padonia Road, Lutherville Timonium, MD 21093 |
Leisure Products & Services | First Lien Debt | SOFR + 5.00% | 7/11/2025 | $ | 7,875 | $ | 7,840 | $ | 7,824 | ||||||||||||||
Picard Parent, Inc. 3307 Hillview Avenue, Palo Alto, CA 94304 |
High Tech Industries | Equity Investments | $ | 3 | $ | 2,897 | $ | 3,188 | 0.33% | |||||||||||||||
Profile Holdings I, LP 6470 East Johns Crossing Suite 430, Johns Creek, GA 30097 |
Chemicals, Plastics & Rubber | Equity Investments | $ | 5 | $ | 523 | $ | 492 | 0.25% | |||||||||||||||
Project Castle, Inc. 131 Griffin Way, Mount Washington, KY 40047 |
Capital Equipment | First Lien Debt | SOFR + 5.50% | 6/1/2029 | $ | 7,406 | $ | 6,755 | $ | 6,536 | ||||||||||||||
Prophix Software Inc. (Canada)(3) 350 Burnhamthorpe Road West Suite 1000 Mississauga Canada Ontario, L5B 3J1 |
Software | First Lien Debt | SOFR + 6.50% | 2/1/2026 | $ | 13,280 | $ | 13,100 | $ | 13,280 | ||||||||||||||
Prophix Software Inc. (Canada)(3) 350 Burnhamthorpe Road West Suite 1000 Mississauga Canada Ontario, L5B 3J1 |
Software | First Lien Debt | SOFR + 6.50% | 2/1/2026 | $ | — | $ | — | $ | — | ||||||||||||||
Pushpay USA Inc. 18300 Redmond Way, Suite 300, Redmond, Washington 98052 |
Diversified Financial Services | First Lien Debt | SOFR + 6.75% | 5/10/2030 | $ | 16,009 | $ | 15,525 | $ | 15,938 | ||||||||||||||
PXO Holdings I Corp. 6470 East Johns Crossing Suite 430, Johns Creek, GA 30097 |
Chemicals, Plastics & Rubber | First Lien Debt | SOFR + 5.50% | 3/8/2028 | $ | 6,997 | $ | 6,862 | $ | 6,801 | ||||||||||||||
QNNECT, LLC Eight Neshaminy Interplex Suite 221, Trevose, PA 19053 |
Aerospace & Defense | First Lien Debt | SOFR + 7.00% | 11/2/2029 | $ | 5,302 | $ | 5,127 | $ | 5,420 | ||||||||||||||
Quantic Electronics, LLC 72 Boyd Avenue, East Providence, RI 2914 |
Aerospace & Defense | First Lien Debt | SOFR + 6.25% | 11/19/2026 | $ | 15,711 | $ | 15,528 | $ | 15,270 | ||||||||||||||
Quantic Electronics, LLC 72 Boyd Avenue, East Providence, RI 2914 |
Aerospace & Defense | First Lien Debt | SOFR + 6.25% | 3/1/2027 | $ | 9,725 | $ | 9,609 | $ | 9,452 | ||||||||||||||
Quartz Holding Company 290 Congress Street, Boston, MA 210 |
Software | Second Lien Debt | SOFR + 8.00% | 4/2/2027 | $ | 7,048 | $ | 6,979 | $ | 7,048 | ||||||||||||||
Radwell Parent, LLC 1 Millennium Drive, Willingboro, NJ 8046 |
Wholesale | First Lien Debt | SOFR + 6.75% | 4/1/2029 | $ | 11,169 | $ | 10,849 | $ | 11,242 | ||||||||||||||
Regency Entertainment, Inc. 10201 West Pico Boulevard Building 12, Los Angeles, CA 90035 |
Media: Advertising, Printing & Publishing | First Lien Debt | SOFR + 8.50% | 6/23/2028 | $ | 15,000 | $ | 14,653 | $ | 14,891 | ||||||||||||||
RSC Acquisition, Inc. 160 Federal Street 4th Floor, Boston, MA 2110 |
Diversified Financial Services | First Lien Debt | SOFR + 5.50% | 11/1/2029 | $ | 10,168 | $ | 10,088 | $ | 10,099 | ||||||||||||||
Sapphire Convention, Inc. Post Office Box 22555 3100 Bonnet Creed Road, Lake Buena Vista, FL 32830 |
Telecommunications | First Lien Debt | SOFR + 6.00% | 11/20/2025 | $ | 27,479 | $ | 27,302 | $ | 27,479 | ||||||||||||||
SCP Eye Care HoldCo, LLC 5775 Glenridge Dr, Building B (Suite 500), Atlanta, GA 30328 |
Healthcare & Pharmaceuticals | First Lien Debt | SOFR + 5.75% | 10/7/2029 | $ | 158 | $ | 152 | $ | 156 | ||||||||||||||
Sinch AB (Sweden)(3) Lindhagensgatan 112, 112 51 Stockholm, Sweden |
High Tech Industries | Equity Investments | $ | 106 | $ | 1,168 | $ | 395 | 0.21% |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
Smarsh Inc. 851 Southwest 6th Avenue Suite 800, Portland, OR 97204 |
Software | First Lien Debt | SOFR + 5.75% | 2/18/2029 | $ | 7,346 | $ | 7,211 | $ | 7,254 | ||||||||||||||
SPay, Inc. 5360 Legacy Drive Suite 150, Plano, TX 75024 |
Leisure Products & Services | First Lien Debt | SOFR + 2.88%, 6.38% PIK | 6/15/2026 | $ | 26,673 | $ | 26,605 | $ | 23,068 | ||||||||||||||
Speedstar Holding, LLC 7350 Young Drive Walton Hills, OH 44146, Walton Hills, OH 44146 |
Automotive | First Lien Debt | SOFR + 7.25% | 1/22/2027 | $ | 29,922 | $ | 29,512 | $ | 29,899 | ||||||||||||||
Spotless Brands, LLC 6 E. Eager Street, Baltimore, MA 21202 |
Consumer Services | First Lien Debt | SOFR + 6.50% | 7/25/2028 | $ | 13,864 | $ | 13,629 | $ | 13,874 | ||||||||||||||
Spotless Brands, LLC 6 E. Eager Street, Baltimore, MA 21202 |
Consumer Services | First Lien Debt | SOFR + 6.75% | 7/25/2028 | $ | — | $ | (380 | ) | $ | 143 | |||||||||||||
Stonegate Pub Company Bidco Limited (United Kingdom)(3) 3 Monkspath Hall Road Solihull United Kingdom B90 4SJ |
Beverage & Food | Second Lien Debt | SONIA + 8.50% | 3/12/2028 | $ | 20,000 | $ | 24,883 | $ | 22,204 | ||||||||||||||
Summit Acquisition, Inc. 11452 El Camino Real Suite 250, San Diego, CA 92130 |
Diversified Financial Services | First Lien Debt | SOFR + 6.75% | 5/1/2030 | $ | — | $ | (56 | ) | $ | 9 | |||||||||||||
Summit K2 Midco, Inc. 11452 El Camino Real Suite 250, San Diego, CA 92130 |
Diversified Financial Services | Equity Investments | $ | 121 | $ | 121 | $ | 161 | 0.01% | |||||||||||||||
Tailwind HMT Holdings Corp. 19241 David Memorial Drive Suite 150, The Woodlands, TX 77385 |
Energy: Oil & Gas | Equity Investments | $ | 22 | $ | 1,558 | $ | 1,807 | 2.57% | |||||||||||||||
Talon MidCo 1 Limited 10 Summer Street, Boston, MA 2110 |
Software | Equity Investments | $ | 1,018 | $ | 1,456 | $ | 1,694 | 0.45% | |||||||||||||||
Tank Holding Corp. 6940 O Street Suite 100, Lincoln, NE 68510 |
Capital Equipment | First Lien Debt | SOFR + 5.75% | 3/31/2028 | $ | 14,231 | $ | 13,997 | $ | 13,873 | ||||||||||||||
Tank Holding Corp. 6940 O Street Suite 100, Lincoln, NE 68510 |
Capital Equipment | Equity Investments | $ | 850 | $ | — | $ | 2,862 | 0.22% | |||||||||||||||
TCFI Aevex LLC 725 Cool Springs Boulevard Suite 500, Franklin, TN 37067 |
Aerospace & Defense | First Lien Debt | SOFR + 6.00% | 3/18/2026 | $ | 10,934 | $ | 10,848 | $ | 10,854 | ||||||||||||||
TIBCO Software Inc. 6802 Paragon Place Suite 200, Richmond, VA 23230 |
High Tech Industries | First Lien Debt | SOFR + 4.50% | 3/31/2029 | $ | 14,887 | $ | 13,733 | $ | 14,513 | ||||||||||||||
Titan DI Preferred Holdings, Inc. 2901 Vía Fortuna Suite 200, Austin, TX 78746 |
Energy: Oil & Gas | Equity Investments | $ | 10,534 | $ | 10,414 | $ | 10,534 | 2.50% | |||||||||||||||
Trader Corporation (Canada)(3) 405 The West Mall Suite 110 Etobicoke Canada ON M9C 5J1 |
Automotive | First Lien Debt | CDOR + 6.75% | 12/22/2029 | $ | 11,990 | $ | 8,604 | $ | 9,156 | ||||||||||||||
TruGreen Limited Partnership 1790 Kirby Parkway Forum II Suite 300, Memphis, TN 38138 |
Consumer Services | Second Lien Debt | SOFR + 8.50% | 11/2/2028 | $ | 13,000 | $ | 12,817 | $ | 12,082 | ||||||||||||||
Tufin Software North America, Inc. 10 Summer Street, Boston, MA 2110 |
Software | First Lien Debt | SOFR + 7.69% | 8/17/2028 | $ | 27,802 | $ | 27,336 | $ | 27,554 | ||||||||||||||
Turbo Buyer, Inc. 25541 Commercentre Drive Suite 100, Lake Forest, CA 92630 |
Automotive | First Lien Debt | SOFR + 6.00% | 12/2/2025 | $ | 1,697 | $ | 1,640 | $ | 1,620 | ||||||||||||||
Turbo Buyer, Inc. 25541 Commercentre Drive Suite 100, Lake Forest, CA 92630 |
Automotive | Equity Investments | $ | 1,925 | $ | 933 | $ | 2,501 | 0.92% | |||||||||||||||
U.S. Legal Support Investment Holdings, LLC 16825 Northchase Drive Suite 900, Houston, TX 77060 |
Business Services | Equity Investments | $ | 641 | $ | 641 | $ | 722 | 0.49% | |||||||||||||||
U.S. Legal Support, Inc. 16825 Northchase Drive Suite 900, Houston, TX 77060 |
Business Services | First Lien Debt | SOFR + 5.75% | 11/30/2024 | $ | 16,370 | $ | 16,296 | $ | 16,124 |
Name and Address of Portfolio Company Address |
Industry |
Type |
Interest Rate |
Maturity |
Par/ Principal Amount |
Amortized Cost (1) |
Fair Value (2) |
% of Class Held |
||||||||||||||||
US INFRA SVCS Buyer, LLC 9304 East Verde Grove View, Scottsdale, AZ 85255 |
Environmental Industries | First Lien Debt | SOFR + 6.50%, 0.75% PIK | 4/13/2026 | $ | 8,606 | $ | 8,533 | $ | 7,928 | ||||||||||||||
USALCO, LLC 2601 Cannery Avenue, Baltimore, MD 21226 |
Chemicals, Plastics & Rubber | First Lien Debt | SOFR + 6.00% | 10/19/2027 | $ | 1,681 | $ | 1,653 | $ | 1,681 | ||||||||||||||
USR Parent Inc. 500 Staples Drive, Framingham, MA 1702 |
Retail | First Lien Debt | SOFR + 7.60% | 4/25/2027 | $ | 3,778 | $ | 3,751 | $ | 3,740 | ||||||||||||||
Vensure Employee Services, Inc. 1475 S Price Road, Chandler, Arizona 85286 |
Business Services | First Lien Debt | SOFR + 5.25% | 3/26/2027 | $ | 610 | $ | 536 | $ | 535 | ||||||||||||||
W50 Parent LLC 3525 Piedmont Road Northeast, Building 7 Suite 600, Atlanta, GA 30305 |
Business Services | Equity Investments | $ | 500 | $ | 190 | $ | 1,237 | 0.19% | |||||||||||||||
Westfall Technik, Inc. 3883 Howard Hughes Parkway Suite 590, Las Vegas, NV 89169 |
Chemicals, Plastics & Rubber | First Lien Debt | SOFR + 6.75%, 0.75% PIK | 9/13/2024 | $ | 27,305 | $ | 27,183 | $ | 25,166 | ||||||||||||||
Wineshipping.com LLC 50 Technology Court, Napa, CA 94558 |
Beverage & Food | First Lien Debt | SOFR + 5.75% | 10/29/2027 | $ | 5,897 | $ | 5,812 | $ | 5,486 | ||||||||||||||
World 50, Inc. 3525 Piedmont Road Northeast, Building 7 Suite 600, Atlanta, GA 30305 |
Business Services | Second Lien Debt | FIXED + 11.50% | 1/9/2027 | $ | 18,098 | $ | 17,877 | $ | 18,098 | ||||||||||||||
Yellowstone Buyer Acquisition, LLC 121 Landmark Drive, Greensboro, NC 27409 |
Consumer Goods: Durable | First Lien Debt | SOFR + 5.75% | 9/13/2027 | $ | 440 | $ | 434 | $ | 427 | ||||||||||||||
YLG Holdings, Inc. 3235 North State Street Post Office Box 849, Bunnell, FL 32110 |
Consumer Services | First Lien Debt | SOFR + 5.00% | 11/1/2025 | $ | 1,940 | $ | 1,912 | $ | 1,940 | ||||||||||||||
Zenith American Holding, Inc. Two Harbor Place, 302 Knights Run Avenue Suite 1100, Tampa, FL 33602 |
Business Services | Equity Investments | $ | 1,565 | $ | 760 | $ | 1,888 | 2.06% | |||||||||||||||
Total Investments |
$ |
1,633,798 |
$ |
1,592,502 |
||||||||||||||||||||
Name and Address of Portfolio Company |
Industry |
Type of Investment |
Interest Rate |
Maturity |
Par/LLC Interest |
Cost |
Fair Value |
% of Class Held |
||||||||||||||||
Middle Market Credit Fund II, LLC, Member’s Interest (3) One Vanderbilt Avenue, New York, New York 10017 |
Investment Funds | Investment Fund | 14.22% | 12/31/2030 | $ | 78,122 | $ | 78,096 | $ | 67,419 | 50.00% | |||||||||||||
Investment Funds | Investment Fund | 11.40% | 12/31/2027 | $ | 193,000 | $ | 193,001 | $ | 181,960 | 50.00% | ||||||||||||||
Middle Market Credit Fund, Mezzanine Loan(3) One Vanderbilt Avenue, New York, New York 10017 | Investment Funds | Investment Fund | SOFR + 9.00% | 5/21/2025 | $ | — | $ | — | $ | — | 84.13% | |||||||||||||
Total Investment Fund |
$ |
271,097 |
$ |
249,379 |
||||||||||||||||||||
Total Investments |
$ |
1,904,895 |
$ |
1,841,881 |
||||||||||||||||||||
(1) | Amortized cost represents original cost, including origination fees, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method. All amounts shown are in thousands, unless otherwise disclosed. |
(2) | Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. |
(3) | The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. |
Name |
Position | |
Mark Jenkins |
Managing Director of Carlyle; Head of Carlyle Global Credit; Director of the Company | |
Alex Popov |
Managing Director of Carlyle; Head of Private Credit; and Head of Credit Opportunities; Vice President and Head of Illiquid Credit of the Company | |
Justin Plouffe |
Managing Director of Carlyle; Deputy Chief Investment Officer of Global Credit; President and Chief Executive Officer of the Company | |
Michael Hadley |
Managing Director of Carlyle; Chief Investment Officer of Carlyle Direct Lending and Head of Carlyle Direct Lending Underwriting; Vice President and Head of Underwriting of the Company | |
Bruce Rosenblum |
Managing Director, Chair of Carlyle Conflicts and Allocations Committees | |
Lauren Basmadjian |
Managing Director, Head of U.S. Loans and Structured Credit | |
Andreas Boye |
Managing Director, Co-Head of North American Credit Opportunities | |
John Pavelski |
Managing Director, Co-Head of North American Credit Opportunities | |
Taj Sidhu |
Managing Director, Head of European & Asian Illiquid Credit | |
Brian Marcus |
Managing Director, Deputy Head of Cross Platform Investing | |
Thomas Hennigan |
Managing Director, Chief Operating Officer and Chief Risk Officer of Carlyle Direct Lending; Chief Financial Officer and Chief Risk Officer of the Company |
Name |
Aggregate Dollar Range of Equity Securities in Carlyle Secured Lending, Inc.(1) | |
Mark Jenkins |
$100,001-$500,000 | |
Alex Popov |
$500,001-$1,000,000 | |
Justin Plouffe |
$500,001-$1,000,000 | |
Michael Hadley |
$50,001-$100,000 | |
Bruce Rosenblum |
$500,001-$1,000,000 | |
Lauren Basmadjian |
None | |
Andreas Boye |
None | |
John Pavelski |
None | |
Taj Sidhu |
$100,001-$500,000 | |
Brian Marcus |
$100,001-$500,000 | |
Thomas Hennigan |
over $1,000,000 |
(1) | Dollar ranges are as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000 or over $1,000,000. |
Name |
Number of Accounts |
Assets of Accounts (in billions) (1) |
Number of Accounts Subject to a Performance Fee |
Assets Subject to a Performance Fee (in billions) (1) |
||||||||||||||
Aren C. LeeKong |
Registered Investment Companies | 2 | $ | 2.28 | 2 | $ | 2.28 | |||||||||||
Other Pooled Investment Vehicles | — | — | — | — | ||||||||||||||
Other Accounts | 10 | $ | 3.78 | — | $ | — |
Name |
Number of Accounts |
Assets of Accounts (in billions) (1) |
Number of Accounts Subject to a Performance Fee |
Assets Subject to a Performance Fee (in billions) (1) |
||||||||||||||
Justin Plouffe |
Registered Investment Companies | 1 | $ | 3.5 | 1 | $ | 3.5 | |||||||||||
Other Pooled Investment Vehicles |
— | — | — | — | ||||||||||||||
Other Accounts | 2 | $ | 2.0 | 2 | $ | 2.0 | ||||||||||||
Thomas Hennigan |
Registered Investment Companies | 2 | $ | 2.28 | 2 | $ | 2.28 | |||||||||||
Other Pooled Investment Vehicles |
3 | $ | 13.3 | 3 | $ | 13.3 | ||||||||||||
Other Accounts | 10 | $ | 3.78 | — | — |
(*) | The hypothetical amount of pre-incentive fee net investment income shown is expressed as a rate of return on the value of the Company’s total net assets. |
(1) | Represents 6.00% annualized hurdle rate. |
(2) | Represents 1.50% annualized management fee using leverage up to 1.0x debt to equity. |
(3) | Excludes organizational and offering expenses. |
(4) | The “catch-up” provision, as described in Section 3(b)(i)(A)-(C) above, is intended to provide the Investment Adviser with an incentive fee of approximately 17.5% on all of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply when the Company’s net investment income exceeds 1.82% in any calendar quarter. The “catch-up” portion of our pre-incentive fee net investment income is the portion that exceeds the 1.5% hurdle rate but is less than or equal to approximately 1.82% (that is, 1.5% divided by (1—0.175)) in any calendar quarter. |
(5) | Represents a blended 1.33% annualized management fee using leverage of 2.0x debt to equity, which represents 1.50% annualized management fee on assets financed using leverage up to 1.0x debt to equity and 1.00% annualized management fee on assets financed using leverage in excess of 1.0x debt to equity. |
• | Year 1: $20 million investment made in Company A (“ Investment A Investment B |
• | Year 2: Investment A sold for $50 million and fair market value (“ FMV |
• | Year 3: FMV of Investment B determined to be $25 million. |
• | Year 4: Investment B sold for $31 million. |
• | Year 1: None. |
• | Year 2: $5.25 million capital gains incentive fee, calculated as follows: |
• | Year 3: None, calculated as follows: (5) |
• | Year 4: $175,000 capital gains incentive fee, calculated as follows: |
• | Year 1: $20 million investment made in Company A (“ Investment A Investment B Investment C |
• | Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million. |
• | Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million. |
• | Year 4: FMV of Investment B determined to be $35 million. |
• | Year 5: Investment B sold for $20 million. |
• | Year 1: None. |
• | Year 2: $4.375 million capital gains incentive fee, calculated as follows:17.5% multiplied by $25 million ($30 million realized capital gains on sale of Investment A less $5 million unrealized capital depreciation on Investment B). |
• | Year 3: $1.225 million capital gains incentive fee, calculated as follows: |
• | Year 4: $525,000 capital gains incentive fee, calculated as follows: |
• | Year 5: None $4.375 million cumulative fee (17.5% multiplied by $25 million ($35 million cumulative realized capital gains less $10 million realized capital losses)) less $6.125 million (previous cumulative capital gains fee paid in Years 2, 3 and 4). |
(5) | If the Investment Advisory Agreement is terminated on a date other than December 31 of any year, we may pay aggregate capital gain incentive fees that are more than the amount of such fees that would have been payable if the Investment Advisory Agreement had been terminated on December 31 of such year. This would occur if the fair market value of an investment declined between the time the Investment Advisory Agreement was terminated and December 31. |
• | the nature, quality and extent of the advisory and other services to be provided to us by our Investment Adviser; |
• | the investment performance of our Investment Adviser; |
• | comparative data with respect to advisory fees or similar expenses paid by other BDCs, investment companies and other accounts, if any, of our Investment Adviser with similar investment objectives; |
• | our projected operating expenses and expense ratio compared to BDCs, investment companies and other accounts, if any, of our Investment Adviser with similar investment objectives; |
• | the costs of the services to be provided and profits to be realized by our Investment Adviser and its affiliates from the relationship with us; |
• | the extent to which economies of scale would be realized as we continue to grow; |
• | information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement; |
• | the organizational capability and financial condition of our Investment Adviser; and |
• | the possibility of obtaining similar services from other third-party service providers or through an internally managed structure. |
Title of Class |
Amount Authorized |
(1) Amount Held by us or for Our Account |
Amount Outstanding Exclusive of Amounts Shown Under (1) |
|||||||||
• |
• | two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting stock of the corporation. |
• |
• | two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. |
• | the designation and number of shares of such class or series; |
• | the rate and time at which, and the preferences and conditions under which, any dividends will be paid on shares of such class or series, as well as whether such dividends are participating or non-participating; |
• | any provisions relating to convertibility or exchangeability of the shares of such class or series, including adjustments to the conversion price of such class or series; |
• | the rights and preferences, if any, of holders of shares of such class or series upon our liquidation, dissolution or winding up of our affairs; |
• | the voting powers, if any, of the holders of shares of such class or series; |
• | any provisions relating to the redemption of the shares of such class or series; |
• | any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such class or series are outstanding; |
• | any conditions or restrictions on our ability to issue additional shares of such class or series or other securities; |
• | if applicable, a discussion of certain U.S. federal income tax considerations; and |
• | any other relative powers, preferences and participating, optional or special rights of shares of such class or series, and the qualifications, limitations or restrictions thereof. |
• | the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days); |
• | the title of such subscription rights; |
• | the exercise price for such subscription rights (or method of calculation thereof); |
• | the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share); |
• | the number of such subscription rights issued to each stockholder; |
• | the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable; |
• | if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights; |
• | the date on which the right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension); |
• | the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege; |
• | any termination right we may have in connection with such subscription rights offering; and |
• | any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights. |
• | the title of such warrants; |
• | the aggregate number of such warrants; |
• | the price or prices at which such warrants will be issued; |
• | the currency or currencies, including composite currencies, in which the price of such warrants may be payable; |
• | if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; |
• | in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise; |
• | in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right will expire; |
• | whether such warrants will be issued in registered form or bearer form; |
• | if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time; |
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
• | the terms of any rights to redeem, or call such warrants; |
• | information with respect to book-entry procedures, if any; |
• | the terms of the securities issuable upon exercise of the warrants; |
• | if applicable, a discussion of certain U.S. federal income tax considerations; and |
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
Title of Class |
Aggregated Principal Amount Authorized |
(1) Amount Held by us or for Our Account |
Aggregated Principal Amount Outstanding Exclusive of Amounts Shown Under (1) |
|||||||||
4.75% notes due 2024 |
115,000,000 | None | 115,000,000 | |||||||||
4.50% notes due 2024 |
75.000.000 | None | 75.000.000 | |||||||||
8.20% notes due 2028 |
85.000.000 | None | 85.000.000 |
• | the designation or title of the series of debt securities; |
• | the total principal amount of the series of debt securities; |
• | the percentage of the principal amount at which the series of debt securities will be offered; |
• | the date or dates on which principal will be payable; |
• | the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any; |
• | the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable; |
• | the terms for redemption, extension or early repayment, if any; |
• | the currencies in which the series of debt securities are issued and payable; |
• | whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined; |
• | the place or places, if any, other than or in addition to the City of New York, of payment, transfer, conversion and/or exchange of the debt securities; |
• | the denominations in which the offered debt securities will be issued; |
• | the provision for any sinking fund; |
• | any restrictive covenants; |
• | any events of default; |
• | whether the series of debt securities is issuable in certificated form; |
• | any provisions for defeasance or covenant defeasance; |
• | any special federal income tax implications, including, if applicable, U.S. federal income tax considerations relating to original issue discount; |
• | whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option); |
• | any provisions for convertibility or exchangeability of the debt securities into or for any other securities; |
• | whether the debt securities are subject to subordination and the terms of such subordination; |
• | whether the debt securities are secured and the terms of any security interest; |
• | the listing, if any, on a securities exchange; and |
• | any other terms. |
• | We do not pay the principal of, or any premium on, a debt security of the series on its due date, and do not cure this default within 5 days. |
• | We do not pay interest on a debt security of the series when due, and such default is not cured within 30 days. |
• | We do not deposit any sinking fund payment in respect of debt securities of the series on its due date, and do not cure this default within 5 days. |
• | We remain in breach of a covenant in respect of debt securities of the series for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series. |
• | We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for a period of 90 days. |
• | Any other Event of Default in respect of debt securities of the series described in the applicable prospectus supplement occurs. |
• | You must give your trustee written notice that an Event of Default has occurred and remains uncured. |
• | The holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer to the trustee indemnity reasonably satisfactory to the trustee against the cost and other liabilities of taking that action. |
• | The trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity. |
• | The holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that 60 day period. |
• | the payment of principal, any premium or interest; or |
• | in respect of a covenant that cannot be modified or amended without the consent of each holder. |
• | Where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities. |
• | Immediately after giving effect to such transaction, no default or Event of Default shall have happened and be continuing. |
• | We must deliver certain certificates and documents to the trustee. |
• | We must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities. |
• | change the stated maturity of the principal of or interest on a debt security; |
• | reduce any amounts due on a debt security; |
• | reduce the amount of principal payable upon acceleration of the maturity of a security following a default; |
• | adversely affect any right of repayment at the holder’s option; |
• | change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security; |
• | impair your right to sue for payment; |
• | materially adversely affect any right to convert or exchange a debt security in accordance with its terms; |
• | modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities; |
• | reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; |
• | reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; |
• | modify certain of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and |
• | change any obligation we have to pay additional amounts. |
• | If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series. |
• | If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose. |
• | For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default. |
• | For debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that debt security described in the prospectus supplement. |
• | For debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent. |
• | If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. |
• | We must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. |
• | We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with. |
• | If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. |
• | We must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an Internal Revenue Service (“IRS”) ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit. |
• | We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with. |
• | our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed (other than indenture securities issued under the indenture and denominated as subordinated debt securities), unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided that this indebtedness is not senior or prior in right of payment to the subordinated debt securities, and |
• | renewals, extensions, modifications and refinancings of any of this indebtedness. |
• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately; |
• | a description of the terms of any unit agreement governing the units; |
• | a description of the provisions for the payment, settlement, transfer or exchange of the units; and |
• | whether the units will be issued in fully registered or global form. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof, including, for this purpose, the District of Columbia; |
• | a trust if (i) a U.S. court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons (as defined in the Code) have the authority to control all of the substantial decisions of the trust, or (ii) the trust has in effect a valid election to be treated as a domestic trust for U.S. federal income tax purposes; or |
• | an estate, the income of which is subject to U.S. federal income taxation regardless of its source. |
• | continue to qualify and have in effect an election to be treated as a BDC under the Investment Company Act at all times during each taxable year; |
• | derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to our business of investing in such stock or securities or foreign currencies (the “90% Gross Income Test”); and |
• | diversify our holdings such that at the end of each quarter of our taxable year, at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, or of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses, or the securities of one or more “qualified publicly traded partnerships” (the “Diversification Tests”). |
• | Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. |
• | Over-allotment involves sales by the underwriters of shares of our common stock in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. |
The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares of our common stock over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares of our common stock involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option or purchasing shares of our common stock in the open market. |
• | Syndicate covering transactions involve purchases of our common stock in the open market after the distribution has been completed, in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares of our common stock available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option so that if there is a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares of our common stock in the open market after the pricing of any offering that could adversely affect investors who purchase in that offering. |
• | Penalty bids permit the representatives of the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
• | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 26, 2023; |
• | Our Current Report on Form 8-K filed on March 4, 2024; |
• |
• | The description of our Common Stock referenced in our Registration Statement on Form 8-A (No. 001-38111), as filed with the SEC on June 9, 2017, as updated by Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 26, 2023 and including any amendment or report filed for the purpose of updating such description prior to the termination of the offering of the common stock registered hereby. |
PART C
Other Information
Item | 25. Financial Statements and Exhibits |
(1) Financial Statements
The Report of Independent Registered Public Accounting Firm Ernst & Young LLP, dated February 26, 2024, and the audited consolidated financial statements of Carlyle Secured Lending, Inc. as of December 31, 2023 and 2022 and for the fiscal years ended December 31, 2023, 2022 and 2021 in our 2023 Annual Report, are incorporated herein by reference.
(2) Exhibits
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C-2
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document* | |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
* | Filed herewith. |
(1) | Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899) |
(2) | Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899) |
(3) | Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899) |
(4) | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899) |
(5) | Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899) |
(6) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on July 31, 2013 (File No. 814-00995) |
(7) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on August 13, 2014 (File No. 814-00995) |
(8) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on August 12, 2015 (File No. 814-00995) |
(9) | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed by the Company on August 12, 2015 (File No. 814-00995) |
(10) | Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed by the Company on August 12, 2015 (File No. 814-00995) |
(11) | Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed by the Company on August 12, 2015 (File No. 814-00995) |
(12) | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed by the Company on August 10, 2016 (File No. 814-00995) |
(13) | Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K filed by the Company on March 22, 2017 (File No. 000-54899) |
(14) | Incorporated by reference to Exhibit 3.4 to the Company’s Form 10-K filed by the Company on March 22, 2017 (File No. 000-54899) |
(15) | Incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K filed by the Company on February 26, 2024 (File No. 814-00995) |
(16) | Incorporated by reference to Exhibit (j) to the Company’s Registration Statement on Form N-2 filed by the Company on May 19, 2017 (File No. 333-218114) |
(17) | Incorporated by reference to Exhibit (e)(2) to the Company’s Form N-2 filed by the Company on June 5, 2017 (File No. 333-218114) |
(18) | Incorporated by reference to Exhibit 99.1 to the Company’s Form 10-K filed by the Company on February 26, 2024 (File No. 814-00995) |
(19) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on November 6, 2018 (File No. 814-00995) |
(20) | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed by the Company on November 6, 2018 (File No. 814-00995) |
(21) | Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed by the Company on November 6, 2018 (File No. 814-00995) |
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(22) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed by the Company on December 30, 2019 (File No. 814-00995) |
(23) | Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed by the Company on May 5, 2020 (File No. 814-00995) |
(24) | Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed by the Company on May 5, 2020 (File No. 814-00995) |
(25) | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed by the Company on November 4, 2020 (File No. 814-00995) |
(26) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed by the Company on December 11, 2020 (File No. 814-00995) |
(27) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed by the Company on June 1, 2022 (File No. 814-00995) |
(28) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on August 8, 2023 (File No. 814-00995) |
(29) | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed by the Company on August 8, 2023 (File No. 814-00995) |
(30) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on November 7, 2023 (File No. 814-00995) |
(31) | Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed by the Company on November 20, 2023 (File No. 814-00995) |
(32) | Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed by the Company on November 20, 2023 (File No. 814-00995) |
(33) | Incorporated by reference to Exhibit 14.1 to the Company’s Form 10-K filed by the Company on February 26, 2019 (File No. 814-00995) |
(34) | Incorporated by reference to Exhibit 14.2 to the Company’s Form 10-K filed by the Company on February 26, 2019 (File No. 814-00995) |
(35) | Incorporated by reference to Exhibit 99.1 to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
(36) | Incorporated by reference to Exhibit 99.2 to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
(37) | Incorporated by reference to Exhibit 99.3 to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
(38) | Incorporated by reference to Exhibit 99.4 to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
(39) | Incorporated by reference to Exhibit 99.5 to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
(40) | Incorporated by reference to Exhibit 99.6 to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
(41) | Incorporated by reference to Exhibit 99.7 to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
(42) | Incorporated by reference to Exhibit 99.8 to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
(43) | Incorporated by reference to Exhibit (h)(1) to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
(44) | Incorporated by reference to Exhibit (h)(2) to the Company’s Form N-2/A filed by the Company on February 12, 2018 (File No. 333-222096) |
Item 26. | Marketing Arrangements |
The information contained under the heading “Plan of Distribution” on this Registration Statement is incorporated herein by reference and any information concerning any underwriters for a particular offering will be contained in the prospectus supplement related to that offering.
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Item 27. | Other Expenses of Issuance and Distribution |
SEC registration fee |
$ | (1) | ||
Accounting fees and expenses |
$ | (2) | ||
Legal fees and expenses |
$ | (2) | ||
Printing |
$ | (2) | ||
Miscellaneous fees and expenses |
$ | (2) | ||
|
|
|||
Total |
$ | (2) |
(1) | Pursuant to Rule 456(b), Rule 457(r) and Rule 415(a)(6) under the Securities Act, the Registrant is deferring payment of the registration fee, except for $7,403.23 in unused registration fee that was previously paid with respect to unsold securities that the Registrant previously registered on Registration Statement File No. 333-222096 initially filed on December 15, 2017, which fee was carried forward to Registration Statement File No. 333-237661 filed on April 14, 2020 and Registration Statement File No. 333-255589 filed on April 29, 2021. Pursuant to Rule 457(o) under the Securities Act, the unused registration fee of $7,403.23 may be used to offset the registration fee payable pursuant to this Registration Statement. |
(2) | These fees will be calculated based on the securities offered and the number of issuances and accordingly, cannot be estimated at this time. These fees, if any, will be reflected in the applicable prospectus supplement. |
Item 28. | Persons Controlled by or Under Common Control with Registrant |
Direct Subsidiaries
The following list sets forth each of our subsidiaries, the state or country under whose laws the subsidiary is organized, and the percentage of voting securities or membership interests owned by us in such subsidiary:
Carlyle Direct Lending CLO 2015-1R LLC (Delaware) |
100 | % | ||
TCG BDC SPV LLC (Delaware) |
100 | % |
Each of our direct subsidiaries listed above is consolidated for financial reporting purposes.
In addition, we may be deemed to control certain portfolio companies. See “Portfolio Companies” in the Prospectus.
Item 29. | Number of Holders of Securities |
The following table sets forth the approximate number of record holders of the Company’s common stock and each class of the Company’s senior securities (including bank loans) as of April 26, 2024.
Title of Class |
Number of Record Holders |
|||
Common stock, par value $0.01 per share |
20 | (1) | ||
Preferred Stock |
1 | |||
Credit Facility |
13 | |||
2015-1R Notes |
13 | |||
2019 Notes |
23 | |||
2020 Notes |
6 | |||
2028 Notes |
1 |
(1) | Including Cede & Co. |
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Item 30. | Indemnification |
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final adjudication as being material to the cause of action. Our Charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the Investment Company Act.
Our Charter authorizes us, to the maximum extent permitted by Maryland law and subject to the requirements of the Investment Company Act, to obligate us to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. Our bylaws obligate us, to the maximum extent permitted by Maryland law and the Investment Company Act, to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in that capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The Charter and bylaws also permit us to, with the approval of the Board or a duly authorized committee thereof, indemnify and advance expenses to any person who served a predecessor of us in any of the capacities described above and any of our employees or agents or any employees or agents of our predecessor. In accordance with the Investment Company Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. In addition to the indemnification provided for in our bylaws, we have entered into indemnification agreements with each of our current directors and certain of our officers and with members of our investment adviser’s investment committee and we intend to enter into indemnification agreements with each of our future directors, members of our investment adviser’s investment committee and certain of our officers. The indemnification agreements provide these directors and senior officers the maximum indemnification permitted under Maryland law and the Investment Company Act. The agreements provide, among other things, for the advancement of expenses and indemnification for liabilities which such person may incur by reason of his or her status as a present or former director or officer or member of our investment adviser’s investment committee in any action or proceeding arising out of the performance of such person’s services as a present or former director or officer or member of our investment adviser’s investment committee.
Maryland law requires a corporation (unless its charter provides otherwise, which our Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received unless, in either case a court
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order indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Investment Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Investment Adviser’s services under the Investment Advisory Agreement or otherwise as an Adviser of the Company.
The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Administrator and its officers, manager, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of services under the Administration Agreement or otherwise as Administrator for the Company.
Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 31. | Business and Other Connections of Our Investment Adviser |
A description of any other business, profession, vocation or employment of a substantial nature in which our investment adviser, and each managing director, director or executive officer of our investment adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled “Management” and is otherwise incorporated by reference. Additional information regarding our investment adviser and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-77691), and is incorporated herein by reference.
Item 32. | Locations of Accounts and Records |
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:
(1) | the Registrant, Carlyle Secured Lending, Inc., One Vanderbilt Avenue, Suite 3400, New York, NY 10017; |
(2) | the Transfer Agent, State Street Bank and Trust Company, One Heritage Drive, Floor 1, North Quincy, MA 02171; |
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(3) | the Custodian, State Street Bank and Trust Company, One Heritage Drive, Floor 1, North Quincy, MA 02171; and |
(4) | the Investment Adviser, Carlyle Global Credit Investment Management L.L.C., One Vanderbilt Avenue, Suite 3400, New York, NY 10017. |
Item 33. | Management Services |
Not applicable.
Item 34. | Undertakings |
(1) | Not applicable. |
(2) | Not applicable. |
(3) | The Registrant hereby undertakes: |
(a) | to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: |
(1) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(2) | to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” in the effective registration statement. |
(3) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, that paragraphs (a)(1), (a)(2) and (a)(3) above do not apply if the registration statement is filed pursuant to General Instruction A.2 of this Form and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
(b) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(d) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
(1) | if the Registrant is relying on Rule 430B: |
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(A) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
(2) | if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; |
(e) | that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424, under the Securities Act; (2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(4) | Not applicable |
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(5) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(6) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(7) | The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York, on the 29th day of April 2024.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nelson Joseph and Joshua Lefkowitz, and each of them acting individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form N-2, including post-effective amendments to this Registration Statement and supplements to this Registration Statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Carlyle Secured Lending, Inc. | ||
By: | /s/ Justin V. Plouffe | |
Name: | Justin V. Plouffe | |
Title: | Director, Chief Executive Officer and President (principal executive officer) |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Dated: April 29, 2024 | By | /s/ Justin V. Plouffe | ||||
Justin V. Plouffe | ||||||
Director, Chief Executive Officer and President (principal executive officer) |
Dated: April 29, 2024 |
By |
/s/ Thomas M. Hennigan | ||||
Thomas M. Hennigan | ||||||
Chief Financial Officer (principal financial officer) |
Dated: April 29, 2024 |
By |
/s/ Nelson Joseph | ||||
Nelson Joseph | ||||||
Treasurer (principal accounting officer) |
Dated: April 29, 2024 |
By |
/s/ Nigel D. T. Andrews | ||||
Nigel D. T. Andrews | ||||||
Director |
Dated: April 29, 2024 |
By |
/s/ Leslie E. Bradford | ||||
Leslie E. Bradford | ||||||
Director |
Dated: April 29, 2024 |
By |
/s/ Mark Jenkins | ||||
Mark Jenkins | ||||||
Director |
Dated: April 29, 2024 |
By |
/s/ John G. Nestor | ||||
John G. Nestor | ||||||
Director |
Dated: April 29, 2024 |
By |
/s/ Linda Pace | ||||
Linda Pace | ||||||
Director and Chair of the Board |
Dated: April 29, 2024 |
By |
/s/ William H. Wright II | ||||
William H. Wright II | ||||||
Director |