EX-99.1 9 cgbd_20191231x10-kxex991mm.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1






Middle Market Credit Fund, LLC

Consolidated Financial Statements with Report of Independent Auditors

For the years ended December 31, 2019 and 2018


1



Middle Market Credit Fund, LLC

Index to Consolidated Financial Statements
Report of Independent Auditors
3

 
 
Consolidated Statements of Assets, Liabilities and Members’ Equity as of December 31, 2019 and 2018
4

 
 
Consolidated Schedules of Investments as of December 31, 2019 and 2018
5

 
 
Consolidated Statements of Operations for the years ended December 31, 2019 and 2018
13

 
 
Consolidated Statements of Changes in Members’ Equity for the years ended December 31, 2019 and 2018
14

 
 
Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018
15

 
 
Notes to Consolidated Financial Statements
16





2



Report of Independent Auditors

The Board of Managers and Members of
Middle Market Credit Fund, LLC

We have audited the accompanying consolidated financial statements of Middle Market Credit Fund, LLC (the “Company”), which comprise the consolidated statements of assets, liabilities and members’ equity, including the consolidated schedules of investments, as of December 31, 2019 and 2018, and the related consolidated statements of operations, changes in members’ equity and cash flows for the years ended December 31, 2019 and 2018, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Middle Market Credit Fund, LLC at December 31, 2019 and 2018, and the consolidated results of its operations, changes in its members’ of capital and its cash flows for the years ended December 31, 2019 and 2018 in conformity with U.S. generally accepted accounting principles.


/s/ Ernst & Young LLP
New York, NY
February 25, 2020

3



MIDDLE MARKET CREDIT FUND, LLC
CONSOLIDATED STATEMENTS OF ASSETS, LIABILITIES AND MEMBERS’ EQUITY
(dollar amounts in thousands)

 
December 31, 2019
 
December 31, 2018
ASSETS
 
 
 
Cash and cash equivalents
$
64,787

 
$
55,698

Investments, at fair value (amortized cost of $1,258,157 and $1,198,537, respectively)
1,246,839

 
1,173,508

Deferred financing asset
4,088

 
5,087

Interest receivable
4,609

 
1,732

Prepaid expenses and other assets
672

 
30

Total assets
$
1,320,995

 
$
1,236,055

 
 
 
 
LIABILITIES AND MEMBERS’ EQUITY
 
 
 
Secured borrowings (Note 5)
$
441,077

 
$
572,178

Mezzanine Loans (Note 5)
93,000

 
112,000

2017-1 Notes payable, net of unamortized debt issuance costs of $1,644 and $1,849, respectively (Note 6)
208,222

 
309,114

2019-2 Notes payable, net of unamortized debt issuance costs of $1,797 and $0, respectively (Note 6)
320,185

 

Subordinated Loans (Note 7)
247,000

 
236,000

Payable for investments purchased
11,765

 
12,937

Due to affiliate

 
146

Interest and credit facility fees payable (Note 5)
12,384

 
12,828

Dividend payable
8,000

 
7,400

Other accrued expenses and liabilities
234

 
884

        Total liabilities
$
1,341,867

 
$
1,263,487

        Commitments and contingencies (Note 8)
 
 
 
 
 
 
 
MEMBERS' EQUITY/(DEFICIT)
 
 
 
Members' equity
$
2

 
$
2

Accumulated net investment income (loss) net of cumulative dividends of $82,659 and $51,159, respectively
(1,271
)
 
(2,405
)
Accumulated net realized gain (loss) net of cumulative dividends of $91 and $91, respectively
(8,285
)
 

Accumulated net unrealized appreciation (depreciation)
(11,318
)
 
(25,029
)
Total members' equity (deficit), net
$
(20,872
)
 
$
(27,432
)
Total liabilities and members’ equity (deficit)
$
1,320,995

 
$
1,236,055

 

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

4



MIDDLE MARKET CREDIT FUND, LLC
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2019
(dollar amounts in thousands)
Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
 
 
Footnotes
 
Industry
 
Reference Rate & Spread (2)
 
Interest 
Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (98.11% of fair value)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Achilles Acquisition, LLC
\+#
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.00%
 
5.75%
 
10/13/2025
 
$
17,865

 
$
17,776

 
$
17,763

Acrisure, LLC
+\
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 3.75%
 
5.85%
 
11/22/2023
 
11,820

 
11,810

 
11,805

Acrisure, LLC
+\#
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.25%
 
6.35%
 
11/22/2023
 
20,674

 
20,639

 
20,674

Advanced Instruments, LLC
^+\*
 
(2) (3) (7)
 
Healthcare & Pharmaceuticals
 
L + 5.25%
 
6.99%
 
10/31/2022
 
35,610

 
35,536

 
35,466

Alku, LLC
+#
 
(2) (3)
 
Business Services
 
L + 5.50%
 
7.44%
 
7/29/2026
 
25,000

 
24,754

 
24,624

Alpha Packaging Holdings, Inc.
+*\
 
(2) (3)
 
Containers, Packaging & Glass
 
L + 4.25%
 
6.35%
 
5/12/2020
 
16,684

 
16,676

 
16,601

AmeriLife Group, LLC
^#
 
(2) (3) (7)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.50%
 
6.20%
 
6/5/2026
 
16,627

 
16,557

 
16,558

Anchor Packaging, Inc.
^#
 
(2) (3) (7)
 
Containers, Packaging & Glass
 
L + 4.00%
 
5.70%
 
7/18/2026
 
20,462

 
20,363

 
20,457

API Technologies Corp.
\+
 
(2) (3)
 
Aerospace & Defense
 
L + 4.25%
 
5.95%
 
5/9/2026
 
14,925

 
14,853

 
14,807

Aptean, Inc.
+\
 
(2) (3)
 
Software
 
L + 4.25%
 
6.34%
 
4/23/2026
 
12,406

 
12,344

 
12,385

AQA Acquisition Holding, Inc.
^*\
 
(2) (3) (7)
 
High Tech Industries
 
L + 4.25%
 
6.16%
 
5/24/2023
 
18,954

 
18,922

 
18,860

Avalign Technologies, Inc.
+\
 
(2) (3)
 
Healthcare & Pharmaceuticals
 
L + 4.50%
 
6.70%
 
12/22/2025
 
14,741

 
14,610

 
14,626

Big Ass Fans, LLC
+*\
 
(2) (3)
 
Capital Equipment
 
L + 3.75%
 
5.85%
 
5/21/2024
 
13,909

 
13,841

 
13,903

Borchers, Inc.
+*\
 
(2) (3) (7)
 
Chemicals, Plastics & Rubber
 
L + 4.50%
 
6.60%
 
11/1/2024
 
15,116

 
15,072

 
15,085

Brooks Equipment Company, LLC
*
 
(2) (3)
 
Construction & Building
 
L + 5.00%
 
6.91%
 
8/29/2020
 
5,144

 
5,141

 
5,141

Clarity Telecom LLC.
+
 
(2) (3)
 
Media: Broadcasting & Subscription
 
L + 4.50%
 
6.20%
 
8/30/2026
 
14,963

 
14,915

 
14,902

Clearent Newco, LLC
^+\
 
(2) (3) (7)
 
High Tech Industries
 
L + 5.50%
 
7.44%
 
3/20/2025
 
29,738

 
29,436

 
29,134

Datto, Inc.
+\
 
(2) (3)
 
High Tech Industries
 
L + 4.25%
 
5.95%
 
4/2/2026
 
12,438

 
12,375

 
12,420

DecoPac, Inc.
+*\
 
(2) (3) (7)
 
Non-durable Consumer Goods
 
L + 4.25%
 
6.01%
 
9/29/2024
 
12,336

 
12,233

 
12,292

Dent Wizard International Corporation
+\
 
(2) (3)
 
Automotive
 
L + 4.00%
 
5.70%
 
4/7/2020
 
36,880

 
36,843

 
36,717

DTI Holdco, Inc.
+*\
 
(2) (3)
 
High Tech Industries
 
L + 4.75%
 
6.68%
 
9/30/2023
 
18,885

 
18,771

 
17,611

Eliassen Group, LLC
+\
 
(2) (3)
 
Business Services
 
L + 4.50%
 
6.20%
 
11/5/2024
 
7,581

 
7,548

 
7,579

EIP Merger Sub, LLC (Evolve IP)
+^
 
(2) (3) (7)
 
Telecommunications
 
L + 5.75%
 
7.45%
 
6/7/2023
 
19,661

 
19,605

 
19,661

Exactech, Inc.
+\#
 
(2) (3)
 
Healthcare & Pharmaceuticals
 
L + 3.75%
 
5.45%
 
2/14/2025
 
21,772

 
21,634

 
21,751

Excel Fitness Holdings, Inc.
+#
 
(2) (3)
 
Hotel, Gaming & Leisure
 
L + 5.25%
 
6.95%
 
10/7/2025
 
25,000

 
24,758

 
24,875

Golden West Packaging Group LLC
+*\
 
(2) (3)
 
Containers, Packaging & Glass
 
L + 5.75%
 
7.45%
 
6/20/2023
 
29,464

 
29,303

 
29,072

HMT Holding Inc.
^+*\
 
(2) (3) (7)
 
Energy: Oil & Gas
 
L + 5.00%
 
6.74%
 
11/17/2023
 
33,157

 
32,678

 
32,972

Jensen Hughes, Inc.
\+^*
 
(2) (3) (7)
 
Utilities: Electric
 
L + 4.50%
 
6.24%
 
3/22/2024
 
33,909

 
33,757

 
33,550

KAMC Holdings, Inc.
+#
 
(2) (3)
 
Energy: Electricity
 
L + 4.00%
 
5.91%
 
8/14/2026
 
13,965

 
13,899

 
13,881

MAG DS Corp.
^+\
 
(2) (3) (7)
 
Aerospace & Defense
 
L + 4.75%
 
6.46%
 
6/6/2025
 
28,471

 
28,242

 
28,286


5



Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
 
 
Footnotes
 
Industry
 
Reference Rate & Spread(2)
 
Interest 
Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (98.11% of fair value) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
Maravai Intermediate Holdings, LLC
+\#
 
(2) (3)
 
Healthcare & Pharmaceuticals
 
L + 4.25%
 
6.00%
 
8/2/2025
 
$
29,625

 
$
29,378

 
$
29,400

Marco Technologies, LLC
^+\
 
(2) (3) (7)
 
Media: Advertising, Printing & Publishing
 
L + 4.25%
 
6.16%
 
10/30/2023
 
7,463

 
7,410

 
7,463

Mold-Rite Plastics, LLC
+\
 
(2) (3)
 
Chemicals, Plastics & Rubber
 
L + 4.25%
 
5.95%
 
12/14/2021
 
14,557

 
14,519

 
14,524

MSHC, Inc.
^+*\
 
(2) (3) (7)
 
Construction & Building
 
L + 4.25%
 
5.95%
 
12/31/2024
 
38,251

 
38,138

 
38,166

Newport Group Holdings II, Inc.
\+#
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 3.75%
 
5.65%
 
9/13/2025
 
23,715

 
23,487

 
23,663

Odyssey Logistics & Technology Corp.
+*\#
 
(2) (3)
 
Transportation: Cargo
 
L + 4.00%
 
5.70%
 
10/12/2024
 
39,013

 
38,859

 
38,763

Output Services Group
^+\
 
(2) (3) (7)
 
Media: Advertising, Printing & Publishing
 
L + 4.50%
 
6.20%
 
3/27/2024
 
19,621

 
19,570

 
19,469

PAI Holdco, Inc.
+*\
 
(2) (3)
 
Automotive
 
L + 4.25%
 
6.35%
 
1/5/2025
 
19,532

 
19,458

 
19,532

Park Place Technologies, Inc.
+\#
 
(2) (3)
 
High Tech Industries
 
L + 4.00%
 
5.70%
 
3/28/2025
 
22,566

 
22,489

 
22,566

Pasternack Enterprises, Inc.
+\
 
(2) (3)
 
Capital Equipment
 
L + 4.00%
 
5.70%
 
7/2/2025
 
22,755

 
22,742

 
22,653

Pathway Vet Alliance LLC
+\
 
(2) (3) (7)
 
Consumer Services
 
L + 4.50%
 
6.21%
 
12/20/2024
 
19,085

 
18,708

 
19,217

Pharmalogic Holdings Corp.
+\
 
(2) (3)
 
Healthcare & Pharmaceuticals
 
L + 4.00%
 
5.70%
 
6/11/2023
 
11,320

 
11,296

 
11,302

Premise Health Holding Corp.
^+\#
 
(2) (3) (7)
 
Healthcare & Pharmaceuticals
 
L + 3.50%
 
5.60%
 
7/10/2025
 
13,723

 
13,665

 
13,501

Propel Insurance Agency, LLC
^+\
 
(2) (3) (7)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.25%
 
6.35%
 
6/1/2024
 
22,532

 
22,056

 
22,395

Q Holding Company
+*\#
 
(2) (3)
 
Automotive
 
L + 5.00%
 
6.70%
 
12/31/2023
 
21,955

 
21,777

 
21,922

QW Holding Corporation (Quala)
^+*
 
(2) (3) (7)
 
Environmental Industries
 
L + 5.75%
 
7.73%
 
8/31/2022
 
11,630

 
11,449

 
11,531

Radiology Partners, Inc.
+\#
 
(2) (3)
 
Healthcare & Pharmaceuticals
 
L + 4.75%
 
6.66%
 
7/9/2025
 
28,719

 
28,590

 
28,768

RevSpring Inc.
+*\#
 
(2) (3)
 
Media: Advertising, Printing & Publishing
 
L + 4.00%
 
5.95%
 
10/11/2025
 
24,750

 
24,631

 
24,608

Situs Group Holdings Corporation
\+^
 
(2) (3) (7)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.75%
 
6.45%
 
6/28/2025
 
13,715

 
13,621

 
13,697

Systems Maintenance Services Holding, Inc.
+*
 
(2) (3)
 
High Tech Industries
 
L + 5.00%
 
6.70%
 
10/30/2023
 
23,765

 
23,672

 
18,180

Surgical Information Systems, LLC
+*\
 
(2) (3) (6)
 
High Tech Industries
 
L + 4.75%
 
7.47%
 
4/24/2023
 
26,168

 
26,005

 
25,715

T2 Systems, Inc.
^+*
 
(2) (3) (7)
 
Transportation: Consumer
 
L + 6.75%
 
8.85%
 
9/28/2022
 
18,045

 
17,789

 
18,045

The Original Cakerie, Ltd. (Canada)
+*
 
(2) (3) (7)
 
Beverage, Food & Tobacco
 
L + 5.00%
 
6.84%
 
7/20/2022
 
8,928

 
8,897

 
8,887

The Original Cakerie, Ltd. (Canada)
^*
 
(2) (3) (7)
 
Beverage, Food & Tobacco
 
L + 4.50%
 
6.34%
 
7/20/2022
 
6,826

 
6,801

 
6,790

ThoughtWorks, Inc.
+*\
 
(2) (3)
 
Business Services
 
L + 4.00%
 
5.70%
 
10/11/2024
 
11,824

 
11,794

 
11,824

U.S. Acute Care Solutions, LLC
+\*
 
(2) (3)
 
Healthcare & Pharmaceuticals
 
L + 5.00%
 
6.91%
 
5/15/2021
 
31,431

 
31,331

 
29,869

U.S. TelePacific Holdings Corp.
+*\
 
(2) (3)
 
Telecommunications
 
L + 5.00%
 
7.10%
 
5/2/2023
 
26,660

 
26,499

 
25,430

Valet Waste Holdings, Inc.
+\
 
(2) (3)
 
Construction & Building
 
L + 3.75%
 
5.70%
 
9/28/2025
 
11,850

 
11,825

 
11,688

Welocalize, Inc.
+^
 
(2) (3) (7)
 
Business Services
 
L + 4.50%
 
6.21%
 
12/2/2024
 
23,038

 
22,788

 
22,787

WIRB - Copernicus Group, Inc.
+*\
 
(2) (3) (7)
 
Healthcare & Pharmaceuticals
 
L + 4.25%
 
5.95%
 
8/15/2022
 
20,888

 
20,822

 
20,887


6



Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
 
 
 
 
Industry
 
Reference Rate & Spread(2)
 
Interest 
Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (98.11% of fair value) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
WRE Holding Corp.
^+*
 
(2) (3) (7)
 
Environmental Industries
 
L + 5.00%
 
6.91%
 
1/3/2023
 
$
7,431

 
$
7,372

 
$
7,304

Zywave, Inc.
+*\
 
(2) (3) (7)
 
High Tech Industries
 
L + 5.00%
 
6.93%
 
11/17/2022
 
19,228

 
19,107

 
19,211

First Lien Debt Total
 
 
 
 
 
 
 
 
 
 
 
 
 
$
1,231,436

 
$
1,223,215

Second Lien Debt (1.75% of fair value)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DBI Holding, LLC
^*
 
(2) (3) (8)
 
Transportation: Cargo
 
8.00% PIK
 
8%
 
2/1/2026
 
$
21,150

 
$
20,697

 
$
21,150

Zywave, Inc.
*
 
(2) (3)
 
High Tech Industries
 
L + 9.00%
 
10.94%
 
11/17/2023
 
666

 
660

 
664

Second Lien Debt Total
 
 
 
 
 
 
 
 
 
 
 
 
 
$
21,357

 
$
21,814

Equity Investments (0.15% of fair value)
 
 
 
 
 
 
 
 
 
 
 
 
DBI Holding, LLC
^
 

 
Transportation: Cargo
 
 
 
 
 
 
 
16,957

 
$
5,364

 
$
1,810

Equity Investments Total
 
 
 
 
 
 
 
 
 
 
 
 
 
5,364

 
1,810

Total Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
1,258,157

 
$
1,246,839


^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the "Credit Fund Facility"). Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on December 19, 2017 (the “2017-1 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on May 21, 2019 (the “2019-2 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the "Credit Fund Warehouse II"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, 2017-1 Issuer or 2019-2 Issuer.
(1)
Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2019, the geographical composition of investments as a percentage of fair value was 1.26% in Canada and 98.74% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)
Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2019. As of December 31, 2019, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 1.75%, the 90-day LIBOR at 1.91% and the 180-day LIBOR at 1.91%.
(3)
Loan includes interest rate floor feature, which is generally 1.00%.
(4)
Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)
Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements.
(6)
In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: Surgical Information Systems, LLC (0.89%). Pursuant to the agreement among lenders in respect of these loans, these investments represent a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.

7



(7)
As of December 31, 2019, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitments
 
Type
 
Unused Fee
 
Par/ Principal Amount
 
Fair Value
Advanced Instruments, LLC
 
Revolver
 
0.50
%
 
$
563

 
$
(2
)
AmeriLife Group, LLC
 
Delayed Draw
 
1.00
 
298

 
(1
)
Anchor Packaging, Inc.
 
Delayed Draw
 
1.00
 
4,487

 
(1
)
AQA Acquisition Holding, Inc.
 
Revolver
 
0.50
 
2,459

 
(11
)
Borchers, Inc.
 
Revolver
 
0.50
 
1,935

 
(3
)
Clearent Newco, LLC
 
Delayed Draw
 
1.00
 
6,636

 
(110
)
DecoPac, Inc.
 
Revolver
 
0.50
 
2,143

 
(7
)
EIP Merger Sub, LLC (Evolve IP)
 
Revolver
 
0.50
 
1,680

 

EIP Merger Sub, LLC (Evolve IP)
 
Delayed Draw
 
1.00
 
2,240

 

HMT Holding Inc.
 
Revolver
 
0.50
 
6,173

 
(29
)
Jensen Hughes, Inc.
 
Revolver
 
0.50
 
1,136

 
(11
)
Jensen Hughes, Inc.
 
Delayed Draw
 
1.00
 
2,365

 
(23
)
MAG DS Corp.
 
Revolver
 
0.50
 
2,188

 
(13
)
Marco Technologies, LLC
 
Delayed Draw
 
1.00
 
7,500

 

MSHC, Inc.
 
Delayed Draw
 
1.00
 
1,913

 
(4
)
Output Services Group
 
Delayed Draw
 
4.25
 
116

 
(1
)
Pathway Vet Alliance LLC
 
Delayed Draw
 
1.00
 
19,867

 
68

Premise Health Holding Corp.
 
Delayed Draw
 
1.00
 
1,103

 
(17
)
Propel Insurance Agency, LLC
 
Revolver
 
0.50
 
2,381

 
(10
)
Propel Insurance Agency, LLC
 
Delayed Draw
 
0.50
 
7,143

 
(31
)
QW Holding Corporation (Quala)
 
Revolver
 
0.50
 
5,498

 
(31
)
QW Holding Corporation (Quala)
 
Delayed Draw
 
1.00
 
217

 
(1
)
Situs Group Holdings Corporation
 
Delayed Draw
 
1.00
 
1,216

 
(1
)
T2 Systems, Inc.
 
Revolver
 
0.50
 
1,369

 

The Original Cakerie, Ltd. (Canada)
 
Revolver
 
0.50
 
1,199

 
(5
)
Welocalize, Inc.
 
Revolver
 
0.50
 
2,057

 
(21
)
WIRB - Copernicus Group, Inc.
 
Revolver
 
0.50
 
1,000

 

WIRB - Copernicus Group, Inc.
 
Delayed Draw
 
1.00
 
2,592

 

WRE Holding Corp.
 
Revolver
 
0.50
 
441

 
(6
)
WRE Holding Corp.
 
Delayed Draw
 
1.00
 
1,981

 
(25
)
Zywave, Inc.
 
Revolver
 
0.50
 
998

 
(1
)
Total unfunded commitments
 
 
 
 
 
$
92,894

 
$
(297
)
(8)
Loan was on non-accrual status as of December 31, 2019.




8



MIDDLE MARKET CREDIT FUND, LLC
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2018
(dollar amounts in thousands)
Consolidated Schedule of Investments as of December 31, 2018
Investments (1)
 
 
Footnotes
 
Industry
 
Reference Rate & Spread (2)
 
Interest 
Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.91% of fair value)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Achilles Acquisition, LLC
+\
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.00%
 
6.56%
 
10/11/2025
 
$
18,000

 
$
17,906

 
$
17,716

Acrisure, LLC
+
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.25%
 
6.77%
 
11/22/2023
 
20,886

 
20,843

 
19,981

Acrisure, LLC
+\
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 3.75%
 
6.27%
 
11/22/2023
 
11,940

 
11,928

 
11,333

Advanced Instruments, LLC
^+*
 
(2) (3) (8)
 
Healthcare & Pharmaceuticals
 
L + 5.25%
 
7.63%
 
10/31/2022
 
11,791

 
11,695

 
11,690

Ahead, LLC
^+
 
(2) (3) (8)
 
High Tech Industries
 
L + 4.25%
 
6.87%
 
6/29/2023
 
20,059

 
19,959

 
19,856

Alpha Packaging Holdings, Inc.
+*
 
(2) (3)
 
Containers, Packaging & Glass
 
L + 4.25%
 
7.05%
 
5/12/2020
 
16,860

 
16,830

 
16,813

AM Conservation Holding Corporation
+*
 
(2) (3)
 
Energy: Electricity
 
L + 4.50%
 
7.30%
 
10/31/2022
 
38,310

 
38,079

 
38,027

AQA Acquisition Holding, Inc.
^+*
 
(2) (3) (8)
 
High Tech Industries
 
L + 4.25%
 
7.05%
 
5/24/2023
 
19,148

 
19,111

 
18,978

Avalign Technologies, Inc.
+\
 
(2) (3)
 
Healthcare & Pharmaceuticals
 
L + 4.50%
 
7.00%
 
12/22/2025
 
13,000

 
12,874

 
12,848

Big Ass Fans, LLC
+*\
 
(2) (3)
 
Capital Equipment
 
L + 3.75%
 
6.55%
 
5/21/2024
 
14,052

 
13,973

 
13,840

Borchers, Inc.
^+*
 
(2) (3) (8)
 
Chemicals, Plastics & Rubber
 
L + 4.50%
 
7.30%
 
11/1/2024
 
15,589

 
15,533

 
15,545

Brooks Equipment Company, LLC
+*
 
(2) (3)
 
Construction & Building
 
L + 5.00%
 
7.71%
 
8/29/2020
 
5,948

 
5,940

 
5,935

Clearent Newco, LLC
^+
 
(2) (3) (8)
 
High Tech Industries
 
L + 4.00%
 
6.52%
 
3/20/2024
 
23,093

 
22,702

 
22,819

DBI Holding, LLC
+*
 
(2) (3) (9)
 
Transportation: Cargo
 
L + 5.25%
 
7.76%
 
8/1/2021
 
34,494

 
34,276

 
25,400

DBI Holding, LLC
^
 
 
 
Transportation: Cargo
 
15% (100% PIK)
 
7.76%
 
2/1/2020
 
1,119

 
1,119

 
1,119

DecoPac, Inc.
^+*
 
(2) (3) (8)
 
Non-durable Consumer Goods
 
L + 4.25%
 
7.05%
 
9/29/2024
 
12,696

 
12,571

 
12,619

Dent Wizard International Corporation
+
 
(2) (3)
 
Automotive
 
L + 4.00%
 
6.51%
 
4/7/2020
 
24,256

 
24,183

 
24,110

DTI Holdco, Inc.
+*\
 
(2) (3)
 
High Tech Industries
 
L + 4.75%
 
7.28%
 
9/30/2023
 
19,081

 
18,941

 
17,793

EIP Merger Sub, LLC (Evolve IP)
+*
 
(2) (3) (4)
 
Telecommunications
 
L + 5.75%
 
8.27%
 
6/7/2022
 
22,358

 
21,923

 
21,788

EIP Merger Sub, LLC (Evolve IP)
*
 
(2) (3) (7)
 
Telecommunications
 
L + 5.75%
 
8.27%
 
6/7/2022
 
1,500

 
1,469

 
1,462

Eliassen Group, LLC
+
 
(2) (3)
 
Business Services
 
L + 4.50%
 
7.00%
 
11/5/2024
 
6,250

 
6,226

 
6,202

Exactech, Inc.
+\
 
(2) (3)
 
Healthcare & Pharmaceuticals
 
L + 3.75%
 
6.27%
 
2/14/2025
 
12,903

 
12,849

 
12,741

Executive Consulting Group, LLC, Inc.
^+
 
(2) (3) (8)
 
Business Services
 
L + 4.50%
 
7.30%
 
6/20/2024
 
15,318

 
15,168

 
15,132

Golden West Packaging Group LLC
+*
 
(2) (3)
 
Containers, Packaging & Glass
 
L + 5.25%
 
7.77%
 
6/20/2023
 
30,180

 
29,978

 
29,760

HMT Holding Inc.
^+*
 
(2) (3) (8)
 
Energy: Oil & Gas
 
L + 4.50%
 
7.02%
 
11/17/2023
 
33,490

 
32,902

 
33,172

J.S. Held, LLC
+*
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.50%
 
7.30%
 
9/25/2024
 
20,309

 
20,137

 
19,998

Jensen Hughes, Inc.
^+*
 
(2) (3) (8)
 
Utilities: Electric
 
L + 4.50%
 
7.30%
 
3/22/2024
 
27,978

 
27,896

 
27,382

Kestra Financial, Inc.
+*
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.25%
 
6.76%
 
6/24/2022
 
21,744

 
21,547

 
21,690

MAG DS Corp.
^+
 
(2) (3) (8)
 
Aerospace & Defense
 
L + 4.75%
 
7.27%
 
6/6/2025
 
22,885

 
22,679

 
22,665

Maravai Intermediate Holdings, LLC
+\
 
(2)
 
Healthcare & Pharmaceuticals
 
L + 4.25%
 
6.81%
 
8/2/2025
 
29,925

 
29,640

 
29,578


9



Consolidated Schedule of Investments as of December 31, 2018
Investments (1)
 
 
Footnotes
 
Industry
 
Reference Rate & Spread (2)
 
Interest 
Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.91% of fair value) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
Mold-Rite Plastics, LLC
+
 
(2) (3)
 
Chemicals, Plastics & Rubber
 
L + 4.50%
 
7.30%
 
12/14/2021
 
14,850

 
14,793

 
14,762

MSHC, Inc.
^+*
 
(2) (3) (8)
 
Construction & Building
 
L + 4.25%
 
6.89%
 
7/31/2023
 
23,579

 
23,514

 
23,088

Newport Group Holdings II, Inc.
+\
 
(2)
 
Banking, Finance, Insurance & Real Estate
 
L + 3.75%
 
6.54%
 
9/13/2025
 
17,790

 
17,666

 
17,564

North American Dental Management, LLC
^+*
 
(2) (3) (8)
 
Healthcare & Pharmaceuticals
 
L + 5.25%
 
8.04%
 
7/7/2023
 
37,781

 
37,329

 
37,093

North Haven CA Holdings, Inc.
^+*
 
(2) (3) (8)
 
Business Services
 
L + 4.50%
 
7.02%
 
10/2/2023
 
35,139

 
34,789

 
34,401

Odyssey Logistics & Technology Corporation
+*\
 
(2) (3)
 
Transportation: Cargo
 
L + 4.00%
 
6.52%
 
10/12/2024
 
39,680

 
39,496

 
39,149

Output Services Group
^+\
 
(2) (3) (8)
 
Media: Advertising, Printing & Publishing
 
L + 4.25%
 
6.77%
 
3/27/2024
 
17,400

 
17,338

 
16,663

PAI Holdco, Inc.
+*
 
(2) (3)
 
Automotive
 
L + 4.25%
 
7.05%
 
1/5/2025
 
19,727

 
19,637

 
19,459

Park Place Technologies, Inc.
+\
 
(2) (3)
 
High Tech Industries
 
L + 4.00%
 
6.52%
 
3/29/2025
 
15,922

 
15,856

 
15,639

Pasternack Enterprises, Inc.
+
 
(2) (3)
 
Capital Equipment
 
L + 4.00%
 
6.52%
 
7/2/2025
 
20,076

 
20,076

 
19,745

Pharmalogic Holdings Corp.
^+
 
(2) (3) (8)
 
Healthcare & Pharmaceuticals
 
L + 4.00%
 
6.52%
 
6/11/2023
 
7,017

 
6,995

 
6,949

Ping Identity Corporation
+\
 
(2) (3)
 
High Tech Industries
 
L + 3.75%
 
6.27%
 
1/25/2025
 
4,975

 
4,956

 
4,915

Premier Senior Marketing, LLC
*
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.25%
 
6.75%
 
11/30/2025
 
4,953

 
4,953

 
4,875

Premise Health Holding Corp.
^+\
 
(2) (3) (8)
 
Healthcare & Pharmaceuticals
 
L + 3.75%
 
6.55%
 
7/10/2025
 
13,862

 
13,805

 
13,717

Propel Insurance Agency, LLC
^+
 
(2) (3) (8)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.25%
 
6.75%
 
6/1/2024
 
21,088

 
20,535

 
20,628

PSI Services, LLC
^+*
 
(2) (3) (8)
 
Business Services
 
L + 5.00%
 
7.52%
 
1/20/2023
 
29,919

 
29,469

 
29,239

Q Holding Company
+*
 
(2) (3)
 
Automotive
 
L + 5.00%
 
7.52%
 
12/18/2021
 
17,099

 
17,058

 
16,969

QW Holding Corporation (Quala)
^+*
 
(2) (3) (8)
 
Environmental Industries
 
L + 6.75%
 
9.22%
 
8/31/2022
 
9,704

 
9,338

 
9,489

RevSpring, Inc.
+*\
 
(2) (3)
 
Media: Advertising, Printing & Publishing
 
L + 4.25%
 
7.05%
 
10/11/2025
 
20,000

 
19,953

 
19,680

Situs Group Holdings Corporation
+
 
(2) (3)
 
Banking, Finance, Insurance & Real Estate
 
L + 4.50%
 
7.02%
 
2/26/2023
 
8,915

 
8,892

 
8,887

Surgical Information Systems, LLC
+*
 
(2) (3) (7)
 
High Tech Industries
 
L + 4.85%
 
7.37%
 
4/24/2023
 
27,708

 
27,494

 
27,171

Systems Maintenance Services Holding, Inc.
+*
 
(2) (3)
 
High Tech Industries
 
L + 5.00%
 
7.52%
 
10/28/2023
 
24,010

 
23,907

 
17,842

T2 Systems Canada, Inc.
+
 
(2) (3)
 
Transportation: Consumer
 
L + 6.75%
 
9.34%
 
9/28/2022
 
2,646

 
2,598

 
2,630

T2 Systems, Inc.
^+*
 
(2) (3) (8)
 
Transportation: Consumer
 
L + 6.75%
 
9.34%
 
9/28/2022
 
15,775

 
15,484

 
15,677

The Original Cakerie, Co. (Canada)
+*
 
(2) (3)
 
Beverage, Food & Tobacco
 
L + 5.00%
 
7.50%
 
7/20/2022
 
9,019

 
8,968

 
8,932

The Original Cakerie, Ltd. (Canada)
+
 
(2) (3) (8)
 
Beverage, Food & Tobacco
 
L + 4.50%
 
7.02%
 
7/20/2022
 
6,957

 
6,917

 
6,883

ThoughtWorks, Inc.
+*\
 
(2) (3)
 
Business Services
 
L + 4.00%
 
6.52%
 
10/12/2024
 
11,944

 
11,909

 
11,770

U.S. Acute Care Solutions, LLC
+*
 
(2) (3)
 
Healthcare & Pharmaceuticals
 
L + 5.00%
 
7.52%
 
5/15/2021
 
31,705

 
31,540

 
31,395

U.S. TelePacific Holdings Corp.
+*\
 
(2) (3)
 
Telecommunications
 
L + 5.00%
 
7.80%
 
5/2/2023
 
26,660

 
26,459

 
24,768

Upstream Intermediate, LLC
^+
 
(2) (3) (8)
 
Healthcare & Pharmaceuticals
 
L + 4.25%
 
6.77%
 
1/3/2024
 
17,939

 
17,863

 
17,677


10



Consolidated Schedule of Investments as of December 31, 2018
Investments (1)
 
 
Footnotes
 
Industry
 
Reference Rate & Spread (2)
 
Interest 
Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.91% of fair value) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
Valet Waste Holdings, Inc.
+\
 
(2) (3)
 
Construction & Building
 
L + 4.00%
 
6.52%
 
9/28/2025
 
$
11,970

 
$
11,947

 
$
11,902

Valicor Environmental Services, LLC
^+*
 
(2) (3) (8)
 
Environmental Industries
 
L + 4.75%
 
7.27%
 
6/1/2023
 
33,410

 
32,914

 
32,995

WIRB - Copernicus Group, Inc.
^+*
 
(2) (3) (8)
 
Healthcare & Pharmaceuticals
 
L + 4.25%
 
6.77%
 
8/15/2022
 
17,194

 
17,098

 
16,931

WRE Holding Corp.
^+*
 
(2) (3) (8)
 
Environmental Industries
 
L + 5.00%
 
7.52%
 
1/3/2023
 
7,238

 
7,162

 
6,993

Zywave, Inc.
^+*
 
(2) (3) (8)
 
High Tech Industries
 
L + 5.00%
 
7.52%
 
11/17/2022
 
18,050

 
17,914

 
17,991

First Lien Debt Total
 
 
 
 
 
 
 
 
 
 
 
 
 
$
1,197,499

 
$
1,172,460

Second Lien Debt (0.09% of fair value)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Zywave, Inc.
*
 
(2) (3)
 
High Tech Industries
 
L + 9.00%
 
11.65%
 
11/17/2023
 
1,050

 
$
1,038

 
$
1,048

Second Lien Debt Total
 
 
 
 
 
 
 
 
 
 
 
 
 
$
1,038

 
$
1,048

Total Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
1,198,537

 
$
1,173,508

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. The lenders of the Credit Fund Facility have a first lien security interest in substantially all of the assets of Credit Fund. Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2017-1 Issuer or the Credit Fund Warehouse.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund, the 2017-1 Issuer or the Credit Fund Warehouse.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on December 19, 2017 (the “2017-1 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub or the Credit Fund Warehouse.
\ Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse. Credit Fund Warehouse has entered into a revolving credit facility (the “Credit Fund Warehouse Facility”). The lenders of the Credit Fund Warehouse Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub or the 2017-1 Issuer.
(1)
Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2018, the geographical composition of investments as a percentage of fair value was 1.35% in Canada and 98.65% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)
Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has provided the interest rate in effect as of December 31, 2018. As of December 31, 2018, all of Credit Fund’s LIBOR loans were indexed to the 30-day LIBOR at 2.50%, the 90-day LIBOR at 2.81% and the 180-day LIBOR at 2.88%.
(3)
Loan includes interest rate floor feature, which is generally 1.00%.
(4)
Credit Fund receives less than the stated interest rate of this loan as a result of an agreement among lenders. The interest rate reduction is 1.20% on EIP Merger Sub, LLC (Evolve IP). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/first out loan, which has first priority ahead of the first lien/last out loan with respect to principal, interest and other payments.
(5)
Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(6)
Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements.
(7)
In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: EIP Merger Sub, LLC (Evolve IP) (3.75%) and Surgical Information Systems, LLC (0.89%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.

11



(8) As of December 31, 2018, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitments
 
Type
 
Unused Fee
 
Par/ Principal Amount
 
Fair Value
Advanced Instruments, LLC
 
Revolver
 
0.50
%
 
$
1,333

 
$
(10
)
Ahead, LLC
 
Revolver
 
0.50

 
4,688

 
(38
)
AQA Acquisition Holding, Inc.
 
Revolver
 
0.50

 
2,459

 
(19
)
Borchers, Inc.
 
Revolver
 
0.50

 
1,935

 
(5
)
Clearent Newco, LLC
 
Delayed Draw
 
1.00

 
4,988

 
(46
)
Clearent Newco, LLC
 
Revolver
 
0.50

 
1,760

 
(16
)
DecoPac, Inc.
 
Revolver
 
0.50

 
2,143

 
(11
)
Executive Consulting Group, LLC, Inc.
 
Revolver
 
0.50

 
2,368

 
(25
)
HMT Holding Inc.
 
Revolver
 
0.50

 
6,173

 
(49
)
Jensen Hughes, Inc.
 
Revolver
 
0.50

 
2,000

 
(39
)
Jensen Hughes, Inc.
 
Delayed Draw
 
1.00

 
337

 
(7
)
MAG DS Corp.
 
Revolver
 
0.50

 
2,022

 
(18
)
MSHC, Inc.
 
Delayed Draw
 
0.32

 
9,852

 
(145
)
North American Dental Management, LLC
 
Revolver
 
0.50

 
2,000

 
(35
)
North Haven CA Holdings, Inc. (CoAdvantage)
 
Revolver
 
0.50

 
6,114

 
(109
)
Output Services Group
 
Delayed Draw
 
4.25

 
2,518

 
(93
)
Pharmalogic Holdings Corp.
 
Delayed Draw
 
1.00

 
2,947

 
(20
)
Premise Health Holding Corp.
 
Delayed Draw
 
1.00

 
1,103

 
(11
)
Propel Insurance Agency, LLC
 
Delayed Draw
 
0.50

 
7,143

 
(110
)
Propel Insurance Agency, LLC
 
Revolver
 
0.50

 
1,667

 
(26
)
PSI Services LLC
 
Revolver
 
0.50

 
754

 
(17
)
QW Holding Corporation (Quala)
 
Revolver
 
0.50

 
5,498

 
(52
)
T2 Systems, Inc.
 
Revolver
 
0.50

 
1,173

 
(7
)
The Original Cakerie, Ltd. (Canada)
 
Revolver
 
0.50

 
1,132

 
(10
)
Upstream Intermediate, LLC
 
Revolver
 
0.50

 
1,606

 
(22
)
Valicor Environmental Services, LLC
 
Revolver
 
0.50

 
4,971

 
(54
)
WIRB - Copernicus Group, Inc.
 
Delayed Draw
 
1.00

 
6,480

 
(69
)
WIRB - Copernicus Group, Inc.
 
Revolver
 
0.50

 
1,000

 
(11
)
WRE Holding Corp.
 
Delayed Draw
 
0.89

 
2,069

 
(51
)
WRE Holding Corp.
 
Revolver
 
0.50

 
613

 
(15
)
Zywave, Inc.
 
Revolver
 
0.50

 
600

 
(2
)
Total unfunded commitments
 
 
 
 
 
$
91,446

 
$
(1,142
)
 
(9)
Loan was on non-accrual status as of December 31, 2018.



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


12



MIDDLE MARKET CREDIT FUND, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands)
 
For the years ended December 31,
 
2019
 
2018
Investment income:
 
 
 
    Interest income
$
91,942

 
$
80,161

    Other income
2,150

 
2,399

Total investment income
94,092

 
82,560

 
 
 
 

Expenses:
 
 
 

    Interest expense
56,361

 
49,498

    Credit facility fees
2,867

 
2,438

    Other general and administrative
916

 
1,149

    Professional fees
848

 
691

    Administrative service fees
137

 
148

    Organization expenses
329

 

Total expenses
61,458

 
53,924

Net investment income
32,634

 
28,636

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments:
 
 
 

    Net realized gain (loss) on investments
(8,285
)
 
33

    Net change in unrealized appreciation (depreciation) on investments
13,711

 
(26,133
)
    Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
5,426

 
(26,100
)
Net increase in members’ equity resulting from operations
$
38,060

 
$
2,536



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


13



MIDDLE MARKET CREDIT FUND, LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
(dollar amounts in thousands)
 
 
For the years ended December 31,
 
2019
 
2018
Increase (decrease) in members’ equity resulting from operations:
 
 
 
Net investment income (loss)
$
32,634

 
$
28,636

Net realized gain (loss) on investments
(8,285
)
 
33

Net change in unrealized appreciation (depreciation) on investments
13,711

 
(26,133
)
Net increase (decrease) in members’ capital resulting from operations
38,060

 
2,536

 
 
 
 

Capital transactions:
 
 
 

Dividends declared
(31,500
)
 
(30,500
)
Net increase (decrease) in members’ equity resulting from capital transactions
(31,500
)
 
(30,500
)
Net increase (decrease) in members’ equity
6,560

 
(27,964
)
Members’ equity (deficit) at beginning of year
(27,432
)
 
532

Members’ deficit at end of year
$
(20,872
)
 
$
(27,432
)


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

14



MIDDLE MARKET CREDIT FUND, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
 
For the years ended December 31,
 
2019
 
2018
Cash flows from operating activities:
 
 
 
Net increase (decrease) in members’ equity resulting from operations
$
38,060

 
$
2,536

Adjustments to reconcile net increase (decrease) in members’ equity resulting from operations to net cash provided by (used in) operating activities:
 
 
 

Payment-in-kind interest
(66
)
 

Amortization of deferred financing costs
1,604

 
1,541

Amortization of discount on notes
137

 

Net accretion of discount on investments
(5,135
)
 
(3,625
)
Net realized (gain) loss on investments
8,285

 
(33
)
Net change in unrealized (appreciation) depreciation on investments
(13,711
)
 
26,133

Cost of investments purchased and change in payable for investments purchased
(480,015
)
 
(495,147
)
Proceeds from sales and repayments of investments
416,187

 
287,263

Changes in operating assets:
 
 
 
Interest receivable
(2,877
)
 
193

Prepaid expenses and other assets
(642
)
 
2

Changes in operating liabilities:
 
 
 

Due to affiliate
(146
)
 
17

Interest and credit facility fees payable
(444
)
 
4,058

Other liabilities
(650
)
 
(235
)
Net cash provided by (used in) operating activities
(39,413
)
 
(177,297
)
 
 
 
 

Cash flows from financing activities:
 
 
 

Proceeds from issuance of subordinated loans
11,000

 
63,000

Borrowings on Credit Fund Facility and Credit Fund Sub Facility
350,070

 
359,385

Borrowings on Credit Fund Warehouse
34,544

 
101,044

Borrowings on Credit Fund Warehouse II
97,571

 

Repayments of Credit Fund Facility and Credit Fund Sub Facility
(496,698
)
 
(239,687
)
Repayments on Credit Fund Warehouse
(135,589
)
 

Repayments of 2017-1 CLO notes
(101,196
)
 
(40,131
)
Proceeds from issuance of 2019-2 CLO notes
351,580

 
 
Repayments of 2019-2 CLO notes
(29,634
)
 
 
Debt issuance costs paid
(2,245
)
 
(1,338
)
Dividends paid in cash
(30,900
)
 
(28,780
)
Net cash provided by (used in) financing activities
48,503

 
213,493

Net increase (decrease) in cash and cash equivalents
9,090

 
36,196

Cash and cash equivalents, beginning of year
55,698

 
19,502

Cash and cash equivalents, end of year
$
64,787

 
$
55,698

 
 
 
 

Supplemental disclosures:
 
 
 

Dividends declared during the year
$
31,500

 
$
30,500

Interest paid during the year
$
54,941

 
$
45,277

Taxes paid during the year
$
554

 
$
415

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

15



MIDDLE MARKET CREDIT FUND, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2019
(dollar amounts in thousands)
1. ORGANIZATION
Middle Market Credit Fund, LLC (“Credit Fund”) is a Delaware limited liability company formed on February 4, 2016. On February 29, 2016, TCG BDC, Inc. (“TCG BDC”) and Credit Partners USA LLC (“Credit Partners” and, together with TCG BDC, the “Members” and, each, a “Member”) entered into an amended and restated limited liability company agreement (as amended, the “LLC Agreement”) to co-manage Credit Fund. Credit Fund is managed by a six-member board of managers (“Board of Managers”), on which TCG BDC and Credit Partners (each, a “Member, and collectively, the “Members”) each have equal representation. Investment decisions must be unanimously approved by a quorum of the investment committee, which is comprised of persons appointed equally by each Member (“Investment Committee”). The Members each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital and subordinated loans of up to $400,000 each. Credit Fund commenced substantial operations on May 11, 2016, the date of the first capital call.
Credit Fund’s investment objective is to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies.
Middle Market Credit Fund SPV, LLC (the “Credit Fund Sub”), MMCF CLO 2017-1 LLC (the “2017-1 Issuer”), MMCF CLO 2019-2, LLC (the "2019-2 Issuer", formerly known as MMCF Warehouse, LLC (the "Credit Fund Warehouse")) and MMCF Warehouse II, LLC (the "Credit Fund Warehouse II), each a Delaware limited liability company, were formed on April 5, 2016, October 6, 2017, November 26, 2018 and August 16, 2019, respectively. Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer and the Credit Fund Warehouse II are wholly owned subsidiaries of Credit Fund and are consolidated in Credit Fund’s consolidated financial statements commencing from the date of their respective formations. Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer and Credit Fund Warehouse II primarily invest in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the TCG BDC.
Carlyle Global Credit Administration L.L.C. (the “Administrator”) provides the administrative services necessary for Credit Fund to operate. The Administrator is a wholly owned subsidiary of Carlyle Investment Management L.L.C., a subsidiary of The Carlyle Group Inc. (formerly, The Carlyle Group, L.P.). “Carlyle” refers to The Carlyle Group Inc. and its consolidated subsidiaries, a global investment firm publicly traded on the Nasdaq Global Select Market under the symbol “CG”.
Credit Fund has a five-year investment period commencing on February 29, 2016, as such period may be extended, suspended or sooner terminated pursuant to the terms of the LLC Agreement. After the end of the investment period, the LLC Agreement will continue to be in full force and effect and Credit Fund will not be dissolved until all the investments are amortized, liquidated or are otherwise transferred or disposed of by Credit Fund, the Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer, the Credit Warehouse II and, if applicable, any other subsidiary.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Credit Fund is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board Accounting Standards Update 2013-08, Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. U.S. GAAP for an investment company requires investments to be recorded at their estimated fair value. The carrying value for all other assets and liabilities approximates their fair value.

16



Principles of Consolidation
The consolidated financial statements include the accounts of Credit Fund and its wholly owned subsidiaries, the Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer and the Credit Fund Warehouse II. All significant intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying Credit Fund’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on base management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results could differ from these estimates and such differences could be material.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3 for further information about fair value measurements.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. Credit Fund’s cash and cash equivalents are held with two large financial institutions and cash held in such financial institutions may, at times, exceed the Federal Deposit Insurance Corporation insured limit. As of December 31, 2019 and 2018, there were no cash equivalents held.
Revenue Recognition
Interest from Investments and Realized Gain/Loss on Investments
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees, adjusted for the accretion of discounts and amortization of premiums, if any. At time of exit, the realized gain or loss on an investment is the difference between the amortized cost at time of exit and the cash received at exit using the specific identification method.
Credit Fund may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. As of December 31, 2019, the fair value of the loans in the portfolio with PIK provisions was $21,150 and $1,119, respectively. For the years ended December 31, 2019 and 2018, Credit Fund earned $66 and $1 in PIK income, respectively, included in interest income in the accompanying Consolidated Statements of Operations.
Other Income
Other income may include income such as consent, waiver, amendment, unused, syndication and prepayment fees associated with Credit Fund’s investment activities as well as any fees for managerial assistance services rendered by Credit Fund to portfolio companies. Such fees are recognized as income when earned or the services are rendered. Credit Fund may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees will be amortized into other income over

17



the life of the guarantee. The unamortized amount, if any, is included in other assets in the accompanying Consolidated Statements of Assets, Liabilities and Members’ Capital. For the years ended December 31, 2019 and 2018, Credit Fund earned $2,150 and $2,399, respectively, in other income.
Non-Accrual Income
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2019 and 2018, the fair value of the loan in the portfolio on non-accrual status was $21,150 and $25,400, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of December 31, 2019 and 2018.
Credit Fund Facilities, 2017-1 Notes, 2019-2 Notes and Related Costs, Expenses and Deferred Financing Costs
Interest expense and unused commitment fees on the Credit Fund Facility and Credit Fund Sub Facility (collectively, the "Credit Fund Facilities") are recorded on an accrual basis. Unused commitment fees are included in credit facility fees in the accompanying Consolidated Statements of Operations.
The Credit Fund Facilities are recorded at carrying value, which approximates fair value.
Deferred financing costs include capitalized expenses related to the closing of the Credit Fund Facilities. Amortization of deferred financing costs for each credit facility is computed on the straight-line basis over the respective term of each credit facility. The amortization of such costs is included in credit facility fees in the accompanying Consolidated Statements of Operations.
Debt issuance costs include capitalized expenses including structuring and arrangement fees related to the offering of the 2017-1 Notes and 2019-2 Notes (collectively, the "Notes"). Amortization of debt issuance costs for the Notes is computed on the effective yield method over the term of the respective Notes. The unamortized balance of such costs is presented as a direct deduction to the carrying amount of the respective Notes in the accompanying Consolidated Statements of Assets, Liabilities and Members’ Equity. The amortization of such costs is included in interest expense in the accompanying Consolidated Statements of Operations.
The Notes are recorded at carrying value, which approximates fair value.
Organization Costs
Credit Fund agreed to reimburse each Member for initial organization costs incurred on behalf of Credit Fund up to $150 per member. As of December 31, 2019, $300 of organization costs had been incurred by Credit Fund and $28 of excess organization and offering costs had been incurred by TCG BDC. Credit Fund’s organization costs incurred are expensed when incurred.
Income Taxes
Credit Fund has elected to be treated as a partnership for U.S. federal income tax purposes. No provision is made for federal or state income taxes since income and losses are allocated to the individual Members who are responsible for reporting such and paying any taxes thereon. However, certain items of income distributed to Members may be subject to withholding or other taxes on behalf of those Members. Credit Fund has not recorded a liability for any uncertain tax positions pursuant to the provisions of Accounting Standards Codification (ASC) 740, Tax Provisions.
Credit Fund is not subject to federal and state taxes although it may be subject to local taxes in relation to loans originated by Credit Fund. Credit Fund is subject to New York City unincorporated business tax (“UBT”). For the years ended December 31, 2019 and 2018, UBT, including related interest and penalties, of $228 and $795, respectively, was included within other general and administrative in the accompanying Consolidated Statements of Operations.
The Credit Fund Sub, 2017-1 Issuer, 2019-2 Issuer and Credit Fund Warehouse II are disregarded entities for tax purposes and are consolidated with the tax return of Credit Fund.

18



Allocations to Members
To the extent that Credit Fund has income (loss) net of expenses accrued in accordance with the LLC Agreement, net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments, calculated in accordance with U.S. GAAP, Credit Fund will allocate such amounts among the Members pro rata based on their respective membership interests in accordance with the LLC Agreement.
Capital Calls and Dividends and Distributions to Members
Capital contributions are made by the Members on a pro rata basis based on their respective capital commitments and recorded on the effective date of the contributions. To the extent that Credit Fund has taxable income available, Credit Fund intends to make distributions quarterly in an amount equal to the investment company taxable income and net capital gains (each as computed under Subchapter M of the Code) earned in the preceding quarter, shared among the Members on a pro rata basis based on their respective membership interests. Dividends and distributions to members are recorded on the record date. The amount to be distributed is determined by the Members with prior board approval each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although Credit Fund may decide to retain such capital gains for investment. Such payments to Members relating to their membership interests are reflected as dividends.
The Members, with prior board approval, may determine to make a distribution in addition to that required above from available cash or cash equivalents received from one or more investments (whether from principal repayment or otherwise and after reduction of any applicable withholding or reserves). Any such distributions shall be shared among the Members as follows:
(i) first, to pay any outstanding loans made by a Member or its affiliates, with prior board approval, to temporarily fund obligations for valid company purposes listed in the LLC Agreement until capital contributions are made by the Members and any interest accrued thereon;
(ii) second, to the Members in respect of any accrued and unpaid interest on the subordinated loans contributed by Members as subsequent capital contributions to Credit Fund in proportion to the outstanding balances of such subordinated loans;
(iii) third, to the Members in respect of any unpaid principal amount of the subordinated loans contributed by Members as subsequent capital contributions to Credit Fund in proportion to the outstanding balance of such subordinated loans; and
(iv) fourth, to the Members as distributions in respect of their limited liability company interests in Credit Fund in proportion to their respective capital account balances.
Functional Currency    
The functional currency of Credit Fund is the U.S. Dollar and all transactions were in U.S. Dollars.
Recent Accounting Standards Updates
On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU is intended to introduce new guidance for the accounting for credit losses on instruments within scope based on an estimate of current expected credit losses. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Credit Fund does not expect the adoption of ASU 2016-13 to have a material impact on its consolidated financial statements.
3. FAIR VALUE MEASUREMENTS
Credit Fund applies fair value accounting in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. Credit Fund values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. Credit Fund may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”).

19



When doing so, Credit Fund determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. Credit Fund may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of Credit Fund’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of December 31, 2019 and 2018.
U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. The types of financial instruments in Level 1 generally include unrestricted securities, including equities and derivatives, listed in active markets. Credit Fund does not adjust the quoted price for these investments, even in situations where Credit Fund holds a large position and a sale could reasonably impact the quoted price.
Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. The type of financial instruments in this category generally includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are in this category generally include investments in privately-held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. Credit Fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
Transfers between levels, if any, are recognized at the beginning of the year in which the transfers occur. For the years ended December 31, 2019 and 2018, there were no transfers between levels.
The following tables summarize Credit Fund’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2019 and 2018:
 
December 31, 2019
 
Level 1
 
Level 2 
 
Level 3 
 
Total 
Assets
 
 
 
 
 
 
 
First Lien Debt
$

 
$

 
$
1,223,215

 
$
1,223,215

Second Lien Debt

 

 
21,814

 
21,814

Equity Investments

 

 
1,810

 
1,810

Total
$

 
$

 
$
1,246,839

 
$
1,246,839


20



 
December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
First Lien Debt
$

 
$

 
$
1,172,460

 
$
1,172,460

Second Lien Debt

 

 
1,048

 
1,048

Total
$

 
$

 
$
1,173,508

 
$
1,173,508


The changes in Credit Fund’s investments at fair value for which Credit Fund has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments still held are as follows:
 
Financial Assets for the Year Ended December 31, 2019
 
First Lien Debt
 
Second Lien Debt 
 
Equity Investments
 
Total
Balance, beginning of year
$
1,172,460

 
$
1,048

 
$

 
$
1,173,508

Purchases
452,968

 
20,626

 
5,364

 
478,958

Sales
(41,731
)
 

 
 
 
(41,731
)
Paydowns
(374,073
)
 
(384
)
 

 
(374,457
)
Accretion of discount
5,058

 
77

 

 
5,135

Net realized gains (losses)
(8,285
)
 

 

 
(8,285
)
Net change in unrealized appreciation (depreciation)
16,818

 
447

 
(3,554
)
 
13,711

Balance, end of year
$
1,223,215

 
$
21,814

 
$
1,810

 
$
1,246,839

Net change in unrealized appreciation (depreciation) included on the Consolidated Statements of Operations related to investments still held at the reporting date
$
6,535

 
$
447

 
$
(3,554
)
 
$
3,428


 
Financial Assets for the Year Ended December 31, 2018
 
First Lien Debt
 
Second Lien Debt 
 
Total
Balance, beginning of year
$
978,718

 
$
6,055

 
$
984,773

Purchases
498,813

 

 
498,813

Sales

 

 

Paydowns
(282,603
)
 
(5,000
)
 
(287,603
)
Accretion of discount
3,573

 
52

 
3,625

Net realized gains (losses)
34

 
(1
)
 
33

Net change in unrealized appreciation (depreciation)
(26,075
)
 
(58
)
 
(26,133
)
Balance, end of year
$
1,172,460

 
$
1,048

 
$
1,173,508

Net change in unrealized appreciation (depreciation) included on the Consolidated Statements of Operations related to investments still held at the reporting date
$
(24,942
)
 
$
(15
)
 
$
(24,957
)
 
 

Credit Fund generally uses the following framework when determining the fair value of investments that are categorized as Level 3:
Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. Credit Fund carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,

21



as well as size, profitability and growth expectations. The income approach typically uses a discounted cash flow analysis of the portfolio company.
Investments in debt securities that do not have sufficient coverage through the enterprise value analysis are valued based on an expected probability of default and discount recovery analysis.
Investments in debt securities with sufficient coverage through the enterprise value analysis are generally valued using a discounted cash flow analysis of the underlying security. Projected cash flows in the discounted cash flow typically represent the relevant security’s contractual interest, fees and principal payments plus the assumption of full principal recovery at the security’s expected maturity date. The discount rate to be used is determined using an average of two market-based methodologies. Investments in debt securities may also be valued using consensus pricing.
The following table summarizes the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of December 31, 2019 and 2018:
 
 
 
 
 
 
 
Range
 
 
 
Fair Value as of December 31, 2019
 
Valuation Techniques
 
Significant Unobservable Inputs
 
Low
 
High
 
Weighted Average
Investments in First Lien Debt
$
1,011,544

 
Discounted Cash Flow
 
Discount Rate
 
3.86
%
 
7.83
%
 
5.57
%
 
211,671

 
Consensus Pricing
 
Indicative Quotes
 
76.50

 
100.17

 
96.39

Total First Lien Debt
1,223,215

 
 
 
 
 
 
 
 
 
 
Investments in Second Lien Debt
664

 
Discounted Cash Flow
 
Discount Rate
 
10.23
%
 
10.23
%
 
10.23
%
 
21,150

 
Income Approach
 
Discount Rate
 
10.33
%
 
10.33
%
 
10.33
%
 
 
 
Market Approach
 
Comparable Multiple
 
8.73x

 
8.73x

 
8.73x

Total Second Lien Debt
21,814

 
 
 
 
 
 
 
 
 
 
Equity Investments
1,810

 
Income Approach
 
Discount Rate
 
10.33
%
 
10.33
%
 
10.33
%
 
 
 
Market Approach
 
Comparable Multiple
 
8.73x

 
8.73x

 
8.73x

Total Equity Investments
1,810

 
 
 
 
 
 
 
 
 
 
Total Level 3 Investments
$
1,246,839

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Range
 
 
 
Fair Value as of December 31, 2018
 
Valuation Techniques
 
Significant Unobservable Inputs
 
Low
 
High
 
Weighted Average
Investments in First Lien Debt
$
1,055,342

 
Discount Cash Flow
 
Discount Rate
 
6.54
%
 
17.30
%
 
7.86
%
 
91,717

 
Consensus Pricing
 
Indicative Quotes
 
74.31

 
95.67

 
90.20

 
25,401

 
Income Approach
 
Discount Rate
 
13.27
%
 
13.27
%
 
13.27
%
 
 
 
Market Approach
 
Comparable Multiple
 
7.43x

 
7.43x

 
7.43x

Total First Lien Debt
$
1,172,460

 
 
 
 
 
 
 
 
 
 
Investments in Second Lien Debt
1,048

 
Discounted Cash Flow
 
Discount Rate
 
11.93
%
 
11.93
%
 
11.93
%
Total Second Lien Debt
$
1,048

 
 
 
 
 
 
 
 
 
 
Total Level 3 Investments
$
1,173,508

 
 
 
 
 
 
 
 
 
 


22



The significant unobservable inputs used in the fair value measurement of Credit Fund’s investments in first and second lien debt securities are discount rates and indicative quotes. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in indicative quotes in isolation may result in a significantly lower fair value measurement.

The significant unobservable inputs used in the fair value measurement of the Company's investment in equities are discount rates and comparable EBITDA multiples. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in comparable EBITDA multiples would result in a significantly lower fair value measurement.

Financial instruments disclosed but not carried at fair value
The following table presents the carrying value and fair value of Credit Fund’s secured borrowings, mezzanine loans, and subordinated loans disclosed but not carried at fair value as of December 31, 2019 and 2018:         
 
December 31, 2019
 
December 31, 2018
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Secured borrowings
$
441,077

 
$
441,077

 
$
572,178

 
$
572,178

Mezzanine loans
93,000

 
93,000

 
112,000

 
112,000

Subordinated loans
247,000

 
226,128

 
236,000

 
208,568

Total
$
781,077

 
$
760,205

 
$
920,178

 
$
892,746

 
The carrying values of the secured borrowings and mezzanine loans approximate their respective fair values and are categorized as Level III within the hierarchy.
Secured borrowings are valued generally using discounted cash flow analysis. The significant unobservable inputs used in the fair value measurement of Credit Fund’s secured borrowings are discount rates. Significant increases in discount rates would result in a significantly lower fair value measurement.
Mezzanine loans and subordinated loans are valued using discounted cash flow analysis with expected recovery rate of principal and interest. The significant unobservable inputs used in the fair value measurement of the mezzanine loans are recovery rates of principal and interest. Significant decreases in recovery rates would result in a significantly lower fair value measurement. The significant unobservable inputs used in the fair value measurement of the subordinated loans are discount rates, default rates and recovery rates. Significant increases in discount rates or default rates would result in a significantly lower fair value measurement. Significant decreases in recovery rates would result in a significantly lower fair value measurement.

The following tables represent the carrying values (before debt issuance costs and discount) and fair values of Credit Fund’s 2017-1 Notes and 2019-2 Notes disclosed but not carried at fair value as of December 31, 2019 and 2018:
 
December 31, 2019
 
December 31, 2018
2017-1 Notes
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Class A-1 Notes
$
90,373

 
$
90,046

 
$
191,569

 
$
191,330

Class A-2 Notes
48,300

 
47,845

 
48,300

 
47,608

Class B-1 Notes
15,000

 
14,703

 
15,000

 
14,621

Class B-2 Notes
9,000

 
8,876

 
9,000

 
8,743

Class C Notes
22,900

 
22,213

 
22,900

 
21,782

Class D Notes
25,100

 
24,422

 
25,100

 
24,033

Total
$
210,673

 
$
208,105

 
$
311,869

 
$
308,117



23



 
December 31, 2019
2019-2 Notes
Carrying Value
 
Fair Value
Class A-1 Notes
$
203,366

 
$
203,136

Class A-2 Notes
48,000

 
48,245

Class B Notes
23,000

 
23,249

Class C Notes
27,000

 
27,000

Class D Notes
21,000

 
21,000

Total
$
322,366

 
$
322,630


The fair value determination of Credit Fund’s 2017-1 Notes and 2019-2 Notes was based on the market quotation(s) received from broker/dealer(s). These fair value measurements were based on significant inputs not observable and thus represent Level 3 measurements as defined in the accounting guidance for fair value measurement.

The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.
4. RELATED PARTY TRANSACTIONS
Administration Agreement
On February 29, 2016, Credit Fund’s Board of Managers approved an administration agreement (the “Administration Agreement”) between Credit Fund and the Administrator. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including Credit Fund’s allocable portion of the compensation paid to or compensatory distributions received by Credit Fund’s officer and respective staff who provide services to Credit Fund, operations staff who provide services to Credit Fund. Reimbursement under the Administration Agreement occurs quarterly in arrears.
The initial term of the Administration Agreement was two years from February 29, 2016 and, unless terminated earlier, the Administration Agreement renews automatically for successive annual periods. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.
For the years ended December 31, 2019 and 2018 Credit Fund incurred $137 and $148, respectively, in fees under the Administrative Agreement, which were included in administrative service fees in the accompanying Consolidated Statements of Operations. As of December 31, 2019 and 2018, $14 and $14, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets, Liabilities and Members’ Capital.
Sub-Administration Agreements
On February 29, 2016, the Administrator entered into sub-administration agreements with Carlyle Employee Co. Pursuant to the agreement, Carlyle Employee Co. provides the Administrator with access to personnel.
On April 5, 2016, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (the “Sub-Administration Agreement”). This Agreement shall commence on the date hereof and shall continue in full force and effect until terminated. The Sub-Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.

24



 
For the years ended December 31, 2019 and 2018, fees incurred in connection with the Sub-Administration Agreement, which amounted to $300 and $300, respectively, were included in other general and administrative in the accompanying Consolidated Statements of Operations. As of December 31, 2019 and 2018, $150 and $150, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets, Liabilities and Members’ Capital.
Transactions with TCG BDC
During the years ended December 31, 2019 and 2018 , the Credit Fund purchased two and four investments, respectively, from TCG BDC for proceeds of $34,728 and $85,002, respectively.
Other
No management or incentive fees are incurred by Credit Fund.

5. BORROWINGS
Credit Fund Facilities
The Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. In addition, until May 15, 2019, the 2019-2 Issuer (formerly known as the Credit Fund Warehouse) was party to the Credit Fund Warehouse Facility. As of December 31, 2019, Credit Fund, Credit Fund Sub, and Credit Fund Warehouse II were in compliance with all covenants and other requirements of their respective credit facility agreements. As of December 31, 2018, Credit Fund, Credit Fund Sub and the 2019-2 Issuer were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the respective periods.
 
 
Credit Fund
Facility
 
Credit Fund Sub
Facility
 
Credit Fund Warehouse Facility
 
Credit Fund Warehouse II Facility
 
 
 
 
 
 
 
 
 
Outstanding balance as of December 31, 2017
 
$
85,750

 
$
377,686

 
$

 
N/A
Borrowings
 
120,150

 
239,235

 
101,044

 
N/A
Repayments
 
(93,900
)
 
(145,787
)
 

 
N/A
Outstanding balance as of December 31, 2018
 
112,000

 
471,134

 
101,044

 

Borrowings
 
126,200

 
223,870

 
34,544

 
97,571

Repayments
 
(145,200
)
 
(351,498
)
 
(135,588
)
 

Outstanding balance as of December 31, 2019
 
$
93,000

 
$
343,506

 
$

 
$
97,571

Credit Fund Facility. On June 24, 2016, Credit Fund closed on the Credit Fund Facility, which was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018 and February 21, 2019, from which Credit Fund may from time to time request mezzanine loans from TCG BDC. The maximum principal amount of the Facility is $175,000, subject to availability under the Credit Fund Facility, which is based on certain advance rates multiplied by the value of Credit Fund’s portfolio investments net of certain other indebtedness that Credit Fund may incur in accordance with the terms of the Credit Fund Facility. Proceeds of the Credit Fund Facility may be used for general corporate purposes, including the funding of portfolio investments. Amounts drawn under the Credit Fund Facility bear interest at the greater of zero and LIBOR plus an applicable spread of 9.00% and such interest payments are made quarterly. The availability period under the Credit Fund Facility will terminate on March 22, 2020, which is also its maturity date upon which Credit Fund is obligated to repay any outstanding borrowings.
Credit Fund Sub Facility. On June 24, 2016, the Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017, October 27, 2017, August 24, 2018 and December 12, 2019. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000 (the borrowing base as calculated pursuant to the terms of the Credit Fund Sub Facility). The aggregate maximum credit commitment can be increased up to an amount not to exceed $1,400,000, subject to certain restrictions and conditions set forth in the Credit Fund Sub Facility, including adequate collateral to support such borrowings. The Credit Fund Sub Facility has a revolving period through May 21, 2021 and a maturity date of May 22, 2024, which may be extended by mutual agreement of the parties to the Credit Fund Sub Facility. Borrowings under the Credit Fund Sub Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or LIBOR (or, if applicable, a

25



rate based on the prime rate or federal funds rate) plus 2.25% per year during the revolving period and plus 3.75% per year thereafter. The Credit Fund Sub is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the usage of the Credit Fund Sub Facility. Payments under the Credit Fund Sub Facility are made quarterly. Subject to certain exceptions, the Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Sub.
Credit Fund Warehouse Facility. On November 26, 2018, Credit Fund Warehouse closed on the Credit Fund Warehouse Facility with lenders. The Credit Fund Warehouse Facility provided for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse Facility was secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse. The maturity date of the Credit Fund Warehouse Facility was November 26, 2019. Amounts borrowed under the Credit Fund Warehouse Facility bore interest at a rate of LIBOR plus 1.05%. Effective May 15, 2019, the Warehouse Facility changed its name from “MMCF Warehouse, LLC” to “MMCF CLO 2019-2, LLC” and secured borrowings outstanding were repaid in connection with the 2019-2 Debt Securitization.
Credit Fund Warehouse II Facility. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the "Credit Fund Warehouse II Facility") with lenders. The Credit Fund Warehouse II Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse II Facility. The maturity date of the Credit Fund Warehouse II Facility is August 16, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility bear interest at a rate of LIBOR plus 1.05% for the first 12 months, LIBOR plus 1.15% for the next 12 months and LIBOR plus 1.50% in the final 12 months.

Summary of Facilities
The facilities of Credit Fund, Credit Fund Sub, Credit Fund Warehouse and Credit Fund Warehouse II consisted of the following as of December 31, 2019 and 2018:
 
December 31, 2019
 
Total Facility
 
Borrowings
Outstanding
 
Unused 
Portion (1)
Secured borrowings - Credit Fund Sub Facility
$
640,000

 
$
343,506

 
$
296,494

Secured borrowings - Credit Fund Warehouse Facility II
150,000

 
97,571

 
52,429

Mezzanine loans
175,000

 
93,000

 
82,000

Total
$
965,000

 
$
534,077

 
$
430,923

 
 
 
 
 
 
 
December 31, 2018
 
Total Facility
 
Borrowings
Outstanding
 
Unused 
Portion (1)
Secured borrowings - Credit Fund Sub Facility
$
640,000

 
$
471,134

 
$
168,866

Secured borrowings - Credit Fund Warehouse Facility
150,000

 
101,044

 
48,956

Mezzanine loans
175,000

 
112,000

 
63,000

Total
$
965,000

 
$
684,178

 
$
280,822

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

26




As of December 31, 2019 and 2018, $6,716 and $10,151 of interest expense, respectively, $567 and $224 of unused commitment fees, respectively, and $41 and $29 of other fees, respectively, were included in interest and credit facility fees payable. As of December 31, 2019 and 2018, the interest rate was 5.17% and 5.28%, respectively, based on floating LIBOR rates. For the years ended December 31, 2019 and 2018, the weighted average interest rates were 5.83% and 6.06%.  For the years ended December 31, 2019 and 2018, average principal debt outstanding was $585,401 and $587,364, respectively

For the years ended December 31, 2019 and 2018, the components of interest expense and credit facility fees on the facilities were as follows:
 
For the years ended December 31,
 
2019
 
2018
Interest expense
$
34,110

 
$
35,606

Facility unused commitment fee
1,772

 
1,086

Amortization of deferred financing costs
951

 
1,233

Other fees
86

 
119

Total interest expense and credit facility fees
$
36,919

 
$
38,044

Cash paid for interest expense
$
36,891

 
$
34,175

6. Notes
2017-1 Notes
On December 19, 2017, Credit Fund completed the 2017-1 Debt Securitization. The notes offered in the 2017-1 Debt Securitization (the “2017-1 Notes”) were issued by the 2017-1 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2017-1 Issuer consisting primarily of first and second lien senior secured loans. The 2017-1 Debt Securitization was executed through a private placement of the 2017-1 Notes, consisting of:
$231,700 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.17%;
$48,300 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 1.50%;
$15,000 of A2/A Class B-1 Notes, which bear interest at the three-month LIBOR plus 2.25%;
$9,000 of A2/A Class B-2 Notes which bear interest at 4.30%;
$22,900 of Baa2/BBB Class C Notes which bear interest at the three-month LIBOR plus 3.20%; and
$25,100 of Ba2/BB Class D Notes which bear interest at the three-month LIBOR plus 6.38%.
The 2017-1 Notes are scheduled to mature on January 15, 2028. Credit Fund received 100% of the preferred interests issued by the 2017-1 Issuer (the “2017-1 Issuer Preferred Interests”) on the closing date of the 2017-1 Debt Securitization in exchange for Credit Fund's contribution to the 2017-1 Issuer of the initial closing date loan portfolio. The 2017-1 Issuer Preferred Interests do not bear interest and had a nominal value of $47,900 at closing.
On the closing date of the 2017-1 Debt Securitization, the 2017-1 Issuer effected a one-time distribution to the Credit Fund of a substantial portion of the proceeds of the private placement of the 2017-1 Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the Credit Fund Sub Facility and the Credit Fund Facility. As part of the 2017-1 Debt Securitization, certain first and second lien senior secured loans were distributed by the Credit Fund Sub to the Company pursuant to a distribution and contribution agreement. Credit Fund contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to Credit Fund from the Credit Fund Sub) to the 2017-1 Issuer pursuant to a contribution agreement. Assets of the 2017-1 Issuer are not available to the creditors of the Credit Fund Sub or Credit Fund. In connection with the issuance and sale of the 2017-1 Notes, Credit Fund made customary representations, warranties and covenants in the purchase agreement.
Credit Fund (the “Servicer”) serves as servicer to the 2017-1 Issuer under a servicing agreement (the “Servicing Agreement”). Pursuant to the Servicing Agreement, the 2017-1 Issuer will pay servicing fees (“Servicing Fees”) to the Servicer for servicing the portfolio. As per the Servicing Agreement, for the period Credit Fund retains all of the 2017-1 Issuer Preferred Interests, the Servicer will not earn Servicing Fees for providing such portfolio servicing. Credit Fund

27



currently retains all of the 2017-1 Issuer Preferred Interests, thus the Servicer did not earn any Servicing Fees from the 2017-1 Issuer for the year ended December 31, 2019. Any such waived fees may not be recaptured by the Servicer.
The 2017-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2017-1 Issuer.    
As of December 31, 2019, there were 31 first lien and second lien senior secured loans with a total fair value of approximately $231,984 securing the 2017-1 Notes. The pool of loans in the securitization must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2017-1 Notes.
For the years ended December 31, 2019 and 2018, the weighted average interest rate, which includes amortization of debt issuance costs on the 2017-1 Notes, were 4.21% and 4.3% respectively, based on floating LIBOR rates.
For the years ended December 31, 2019 and 2018, the components of interest expense on the 2017-1 Notes were as follows:
 
For the years ended December 31,
 
2019
 
2018
Interest expense
$
11,856

 
$
13,584

Amortization of deferred financing costs
302

 
204

Amortization of discount
101

 
104

Total interest expense and credit facility fees
$
12,259

 
$
13,892

Cash paid for interest expense
$
12,839

 
$
11,102

2019-2 Notes
On May 21, 2019, Credit Fund completed the 2019-2 Debt Securitization. The notes offered in the 2019-2 Debt Securitization (the “2019-2 Notes”) were issued by the 2019-2 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2019-2 Issuer consisting primarily of first and second lien senior secured loans. The 2019-2 Debt Securitization was executed through a private placement of the 2019-2 Notes, consisting of:
$233,000 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.50%;
$48,000 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 2.40%;
$23,000 of A2/A Class B Notes, which bear interest at the three-month LIBOR plus 3.45%;
$27,000 of Baa2/BBB- Class C Notes which bear interest at the three-month LIBOR plus 4.55%; and
$21,000 of Ba2/BB- Class D Notes which bear interest at the three-month LIBOR plus 8.03%.
The 2019-2 Notes are scheduled to mature on April 15, 2029. Credit Fund received 100% of the preferred interests issued by the 2019-2 Issuer (the “2019-2 Issuer Preferred Interests”) on the closing date of the 2019-2 Debt Securitization in exchange for Credit Fund’s contribution to the 2019-2 Issuer of the initial closing date loan portfolio. The 2019-2 Issuer Preferred Interests do not bear interest and had a nominal value of $48,300 at closing.
On the closing date of the 2019-2 Debt Securitization, the 2019-2 Issuer effected a one-time distribution to the Credit Fund of a substantial portion of the proceeds of the private placement of the 2019-2 Notes, net of expenses, which distribution was used to repay amounts outstanding under the Credit Fund Warehouse Facility. As part of the 2019-2 Debt Securitization, certain first and second lien senior secured loans were distributed by the Credit Fund Warehouse to the Company pursuant to a distribution and contribution agreement. Credit Fund contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to Credit Fund from the Credit Fund Warehouse) to the 2019-2 Issuer pursuant to a contribution agreement. Assets of the 2019-2 Issuer are not available to the creditors of the Credit Fund Warehouse or Credit Fund. In connection with the issuance and sale of the 2019-2 Notes, Credit Fund made customary representations, warranties and covenants in the purchase agreement.
Credit Fund (“Servicer”) serves as servicer to the 2019-2 Issuer under a servicing agreement (the “Servicing Agreement”). Pursuant to the Servicing Agreement, Credit Fund has waived payment of servicing fees by the 2019-2 Issuer (“Servicing Fees”) so long as Credit Fund, or any affiliate thereof, is acting as servicer. Therefor, the Servicer did not earn

28



any Servicing Fees from the 2019-2 Issuer for the period ended December 31, 2019. Any such waived fees may not be recaptured by the Servicer.
The 2019-2 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2019-2 Issuer.    
As of December 31, 2019, there were 49 first lien and second lien senior secured loans with a total fair value of approximately $343,402 securing the 2019-2 Notes. The pool of loans in the securitization must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2019-2 Notes.
For the period from May 21, 2019 (date of issuance of the 2019-2 Notes) through December 31, 2019, the weighted average interest rate, which includes amortization of debt issuance costs on the 2019-2 Notes, was 4.46%, based on floating LIBOR rates.
For the period ended December 31, 2019, the components of interest expense on the 2019-2 Notes were as follows:
Interest expense
$
9,893

Amortization of deferred financing costs
448

Amortization of discount
37

Total interest expense and credit facility fees
$
10,378

Cash paid for interest expense
$
6,782

7. MEMBERS’ EQUITY AND SUBORDINATED LOANS
The Members each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital and subordinated loans of up to $400,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by the Members.
For the years ended December 31, 2019 and 2018, TCG BDC and Credit Partners each made capital contributions of and $5,500 and $31,500, respectively, in subordinated loans to Credit Fund. As of December 31, 2019 and 2018, Credit Fund had subordinated loans of $247,000 and $236,000, respectively, and members’ equity of $2 and $2, respectively. The subordinated loans have a stated interest rate of 0.001% and a maturity date of March 1, 2021, unless extended by the Members.
As of December 31, 2019 and 2018, TCG BDC and Credit Partners have remaining commitments to fund, from time to time, capital of up to $276,499 and $281,999 each, respectively.
8. COMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of December 31, 2019 and 2018:
 
As of December 31,
 Payment Due by Period
2019
 
2018
Less than 1 Year
$
93,000

 
$
213,044

1-3 Years
344,571

 

3-5 Years
343,506

 
236,000

More than 5 Years
533,039

 
780,248

Total
$
1,314,116

 
$
1,229,292


In the ordinary course of its business, Credit Fund enters into contracts or agreements that contain indemnification and warranties. Future events could occur that lead to the execution of these provisions against Credit Fund. Credit Fund believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of December 31, 2019 and 2018 for any such exposure.

29



As of December 31, 2019 and 2018, Credit Fund had remaining $552,998 and $563,998, respectively, in total capital commitments from the members.
Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:
 
Par Value as of December 31,
 
2019
 
2018
Unfunded delayed draw commitments
$
59,674

 
$
37,437

Unfunded revolving term loan commitments
33,220

 
54,009

Total unfunded commitments
$
92,894

 
$
91,446

9. LEGAL MATTERS
Credit Fund may become party to certain lawsuits in the ordinary course of business. Credit Fund does not believe that the outcome of current matters, if any, will materially impact Credit Fund or its consolidated financial statements. As of December 31, 2019 and 2018, Credit Fund was not subject to any material legal proceedings, nor, to Credit Fund’s knowledge, is any material legal proceeding threatened against Credit Fund.
10. CONSOLIDATED FINANCIAL HIGHLIGHTS
 
For the years ended December 31,
 
2019
 
2018
Internal rate of return (1)
N/M
 
N/M
 
 
 
 
Ratios and supplemental data
 
 
 
Ratios to average members’ equity
 
 
 
Operating expenses (2)
248650.0%
 
221300%
Interest expense (2)
2834500.0%
 
2474900%
Total expenses (2)
3083150.0%
 
2696200%
Net investment income (3)
1621450.0%
 
1431800%
 
(1)
The internal rate of return since inception (“IRR”) was computed based on the dates of members’ equity contributions to Credit Fund, distributions from Credit Fund to Members in respect of their equity, and the fair value of the members’ equity as of December 31, 2019 and 2018. The IRR of the Members is net of all fees and expenses. Because IRR does not include contributions from, distribution to or the carrying value of the Members’ subordinated loans, the IRRs for the years ended December 31, 2019 and 2018 are not a meaningful measure of Credit Fund’s performance for its Members. Inclusive of contributions from, distribution to and the carrying value of the Members’ equity and subordinated loans, the IRR of the Members’ equity and subordinated loans for the period from the commencement of operations to December 31, 2019 and 2018 was 9.62% and 7.58%, respectively.
(2)
The expense ratios are calculated as the total operating expenses allocated to the Members divided by the fair value of the Members’ weighted average capital balance for the period presented as defined by the disclosure requirements for investment companies. Pursuant to the LLC Agreement, there are no management or incentive fees. Expenses were not annualized in calculating the expense ratio. Because the expense ratios do not include the carrying value of the Members’ weighted average subordinated loans, the expense ratios for the period from the year ended December 31, 2019 and 2018 are not a meaningful measure of Credit Fund’s expenses for its Members. Inclusive of the carrying value of the Members’ equity and subordinated loans, the total expense ratio of the Members’ equity and subordinated loans for the years ended December 31, 2019 and 2018 were 28.7% and 27.8%, respectively.
(3)
The net investment income ratio is the excess of the Members’ investment income over total expenses divided by the fair value of the Members’ weighted average capital balance for the period presented. Net investment income was not annualized in calculating the net investment income ratio. Because the net investment income ratio does not include the carrying value of the Members’ weighted average subordinated loans, the net investment income ratios for the years ended December 31, 2019 and 2018 are not a meaningful measure of Credit Fund’s net investment income for its Members. Inclusive of the carrying value of the Members’ equity and subordinated loans, the net

30



investment income ratio of the Members’ equity and subordinated loans for the years ended December 31, 2019 and 2018 were 15.1% and 14.8%, respectively.
11. SUBSEQUENT EVENTS
Subsequent events have been evaluated through February 25, 2020, which is the date the consolidated financial statements were available to be issued. There have been no subsequent events that require recognition or disclosure through such date.


31