UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2023

OR

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

Commission file number: 814-01175

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	81-2878769
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

200 Clarendon Street, 37th Floor
Boston, MA	02116
(Address of Principal Executive Office)	(Zip Code)

(617) 516-2000

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

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

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

As of November 6, 2023 the registrant had 64,562,265.27 shares of common stock outstanding.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	3
	Consolidated Statements of Assets and Liabilities as of September 30, 2023 (unaudited) and December 31, 2022	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2023 and 2022 (unaudited)	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	6
	Consolidated Schedules of Investments as of September 30, 2023 (unaudited) and December 31, 2022	7
	Notes to Consolidated Financial Statements (unaudited)	44
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	115
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	137
Item 4.	Controls and Procedures	137
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	138
Item 1A.	Risk Factors	138
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	138
Item 3.	Default Upon Senior Securities	138
Item 4.	Mine Safety Disclosures	138
Item 5.	Other Information	138
Item 6.	Exhibits, Financial Statement Schedules	139
Signatures		143

i

FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2022 and in our filings with the Securities and Exchange Commission (the “SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.

ii

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

	As of			As of
	September 30, 2023			December 31, 2022
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $1,701,847 and $1,846,172, respectively)	$	1,666,594		$	1,774,947
Non-controlled/affiliate investment (amortized cost of $150,031 and $133,808, respectively)		191,583			173,400
Controlled affiliate investment (amortized cost of $525,528 and $439,958, respectively)		532,021			438,630
Cash and cash equivalents		65,212			30,205
Foreign cash (cost of $15,089 and $34,528, respectively)		14,286			29,575
Restricted cash and cash equivalents		25,908			65,950
Collateral on forward currency exchange contracts		12,056			9,612
Deferred financing costs		3,040			3,742
Interest receivable on investments		33,398			34,270
Receivable for sales and paydowns of investments		2,824			18,166
Prepaid insurance		408			194
Unrealized appreciation on forward currency exchange contracts		5,854			62
Dividend receivable		13,291			13,681
Total Assets	$	2,566,475		$	2,592,434
Liabilities
Debt (net of unamortized debt issuance costs of $8,230 and $10,197, respectively)	$	1,370,270		$	1,385,303
Interest payable		15,016			12,130
Payable for investments purchased		3,173			34,292
Base management fee payable		9,140			8,906
Incentive fee payable		3,011			9,216
Accounts payable and accrued expenses		6,230			2,954
Distributions payable		27,116			23,242
Total Liabilities		1,433,956			1,476,043
Commitments and Contingencies (See Note 10)
Net Assets
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,562,265 and 64,562,265 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		65			65
Paid in capital in excess of par value		1,168,384			1,168,384
Total distributable loss		(35,930	)		(52,058	)
Total Net Assets		1,132,519			1,116,391
Total Liabilities and Total Net Assets	$	2,566,475		$	2,592,434
Net asset value per share	$	17.54		$	17.29

See Notes to Consolidated Financial Statements

3

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended September 30				For the Three Months Ended September 30				For the Nine Months Ended September 30				For the Nine Months Ended September 30
		2023				2022				2023				2022
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments	$		45,418		$		36,239		$		140,588		$		100,295
Dividend income			—				526				62				634
PIK income			4,926				4,276				15,015				9,159
Other income			1,008				4,329				8,178				12,484
Total investment income from non-controlled/non-affiliate investments			51,352				45,370				163,843				122,572
Investment income from non-controlled/affiliate investments:
Interest from investments			2,412				2,141				7,375				4,366
Dividend income			950				1,067				3,955				2,918
PIK income			655				48				1,677				1,497
Total investment income from non-controlled/affiliate investments			4,017				3,256				13,007				8,781
Investment income from controlled affiliate investments:
Interest from investments			9,403				5,437				24,320				13,073
Dividend income			7,618				4,746				21,672				12,758
Total investment income from controlled affiliate investments			17,021				10,183				45,992				25,831
Total investment income			72,390				58,809				222,842				157,184
Expenses
Interest and debt financing expenses			20,775				14,381				60,784				36,051
Base management fee			9,140				8,853				27,166				25,673
Incentive fee			3,011				2,976				18,129				10,356
Professional fees			760				968				1,792				1,804
Directors fees			182				177				535				531
Other general and administrative expenses			2,234				1,357				5,386				4,254
Total expenses, net of fee waivers			36,102				28,712				113,792				78,669
Net investment income before taxes			36,288				30,097				109,050				78,515
Income tax expense, including excise tax			640				—				2,332				—
Net investment income			35,648				30,097				106,718				78,515
Net realized and unrealized gains (losses)
Net realized loss on non-controlled/non-affiliate investments			(50,873	)			(1,174	)			(61,753	)			(2,333	)
Net realized gain (loss) on foreign currency transactions			(673	)			2,254				(5,207	)			4,932
Net realized gain (loss) on forward currency exchange contracts			(221	)			17,633				(2,606	)			20,894
Net realized loss on extinguishment of debt			—				(745	)			—				(745	)
Net change in unrealized appreciation on foreign currency translation			(279	)			(4,820	)			3,615				(6,525	)
Net change in unrealized appreciation on forward currency exchange contracts			7,107				(2,210	)			5,792				7,565
Net change in unrealized appreciation on non-controlled/non-affiliate investments			41,509				(24,937	)			35,972				(57,251	)
Net change in unrealized appreciation on non-controlled/affiliate investments			(1,067	)			(4,640	)			1,960				10,129
Net change in unrealized appreciation on controlled affiliate investments			2,705				(407	)			7,821				6,780
Total net losses			(1,792	)			(19,046	)			(14,406	)			(16,554	)
Net increase in net assets resulting from operations	$		33,856		$		11,051		$		92,312		$		61,961
Basic and diluted net investment income per common share	$		0.55		$		0.47		$		1.65		$		1.22
Basic and diluted increase in net assets resulting from operations per common share	$		0.52		$		0.17		$		1.43		$		0.96
Basic and diluted weighted average common shares outstanding			64,562,265				64,562,265				64,562,265				64,562,265

See Notes to Consolidated Financial Statements

4

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended September 30				For the Three Months Ended September 30				For the Nine Months Ended September 30				For the Nine Months Ended September 30
		2023				2022				2023				2022
Operations:
Net investment income	$		35,648		$		30,097		$		106,718		$		78,515
Net realized gain (loss)			(51,767	)			17,968				(69,566	)			22,748
Net change in unrealized appreciation			49,975				(37,014	)			55,160				(39,302	)
Net increase in net assets resulting from operations			33,856				11,051				92,312				61,961
Stockholder distributions:
Distributions from distributable earnings			(27,116	)			(21,951	)			(76,184	)			(65,853	)
Net decrease in net assets resulting from stockholder distributions			(27,116	)			(21,951	)			(76,184	)			(65,853	)
Capital share transactions:
Total increase (decrease) in net assets			6,740				(10,900	)			16,128				(3,892	)
Net assets at beginning of period			1,125,779				1,107,014				1,116,391				1,100,006
Net assets at end of period	$		1,132,519		$		1,096,114		$		1,132,519		$		1,096,114
Net asset value per common share	$		17.54		$		16.98		$		17.54		$		16.98
Common stock outstanding at end of period			64,562,265				64,562,265				64,562,265				64,562,265

See Notes to Consolidated Financial Statements

5

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(Unaudited)

	For the Nine Months Ended September 30				For the Nine Months Ended September 30
		2023				2022
Cash flows from operating activities
Net increase in net assets resulting from operations	$		92,312		$		61,961
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
Purchases of investments			(646,136	)			(1,202,210	)
Proceeds from principal payments and sales of investments			631,386				735,369
Net realized loss from investments			61,753				2,333
Net realized (gain) loss on foreign currency transactions			5,207				(4,932	)
Net realized loss on extinguishment of debt			—				745
Net change in unrealized appreciation on forward currency exchange contracts			(5,792	)			(7,565	)
Net change in unrealized appreciation on investments			(45,753	)			40,342
Net change in unrealized appreciation on foreign currency translation			(3,615	)			6,525
Increase in investments due to PIK			(15,825	)			(10,656	)
Accretion of discounts and amortization of premiums			(4,423	)			(3,747	)
Amortization of deferred financing costs and debt issuance costs			2,669				3,010
Changes in operating assets and liabilities:
Collateral on forward currency exchange contracts			(2,444	)			(1,762	)
Interest receivable on investments			872				(8,606	)
Prepaid Insurance			(214	)			(183	)
Dividend receivable			390				7,952
Interest payable			2,886				2,907
Base management fee payable			234				(29	)
Incentive fee payable			(6,205	)			(1,751	)
Accounts payable and accrued expenses			3,276				414
Net cash provided by (used in) operating activities			70,578				(379,883	)
Cash flows from financing activities
Borrowings on debt			328,000				727,747
Repayments on debt			(345,000	)			(422,248	)
Payments of financing costs			—				(4,103	)
Stockholder distributions paid			(72,310	)			(65,853	)
Net cash provided by (used in) financing activities			(89,310	)			235,543
Net decrease in cash, foreign cash, restricted cash and cash equivalents			(18,732	)			(144,340	)
Effect of foreign currency exchange rates			(1,592	)			(412	)
Cash, foreign cash, restricted cash and cash equivalents, beginning of period			125,730				203,581
Cash, foreign cash, restricted cash and cash equivalents, end of period	$		105,406		$		58,829
Supplemental disclosure of cash flow information:
Cash interest paid during the period	$		55,229		$		30,134
Cash paid for income taxes, including excise taxes during the period	$		1,215		$		—
Supplemental disclosure of non-cash information:
Company investment into Bain Capital Senior Loan Program, LLC	$		—		$		5,584
Deconsolidation of BCC Middle Market CLO 2018-1 LLC
Disposition of assets	$		—		$		470,616
Reduction of liabilities	$		—		$		(390,448	)

		As of September 30,
		2023			2022
Cash	$		65,212	$		32,343
Restricted cash			25,908			14,656
Foreign cash			14,286			11,830
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows	$		105,406	$		58,829

See Notes to Consolidated Financial Statements

6

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of September 30, 2023

(In thousands)

(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
Forming Machining Industries Holdings, LLC (18)(19)	Second Lien Senior Secured Loan	SOFR	7.25%		12.58	%	10/9/2026	$	6,540		6,509			5,330
Forming Machining Industries Holdings, LLC (18)(19)	First Lien Senior Secured Loan	SOFR	4.25%		9.82	%	10/9/2025	$	16,142		16,098			13,640
Forward Slope (15)(19)	First Lien Senior Secured Loan	SOFR	6.85%		12.17	%	8/22/2029	$	24,966		24,346			24,966
Forward Slope (3)(5)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			8/22/2029	$	—		(291	)		—
Forward Slope (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.85%		12.17	%	8/22/2029	$	2,369		2,151			2,369
GSP Holdings, LLC (15)(19)(26)(29)	First Lien Senior Secured Loan	SOFR	5.75% (0.25% PIK)		11.29	%	11/6/2025	$	35,319		35,496			33,035
GSP Holdings, LLC (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	5.75% (0.25% PIK)		11.39	%	11/6/2025	$	2,305		2,289			2,010
Kellstrom Aerospace Group, Inc (14)(19)(25)	Equity Interest	—	—	—			—		1		1,963			973
Kellstrom Commercial Aerospace, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.00%		11.42	%	7/1/2025	$	29,677		29,320			28,787
Kellstrom Commercial Aerospace, Inc. (2)(3)(15)(19)	First Lien Senior Secured Loan - Revolver	P	5.00%		13.35	%	7/1/2025	$	47		42			(82	)
Mach Acquisition R/C (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.65%		13.05	%	10/18/2026	$	7,532		7,410			6,528
Mach Acquisition T/L (15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.50% (2.00% PIK)		13.82	%	10/18/2026	$	34,051		33,638			30,646
Precision Ultimate Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,417		1,417			1,040
Robinson Helicopter (14)(19)(25)	Equity Interest	—	—	—			—		1,592		1,592			2,338
Robinson Helicopter (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.50%		11.92	%	6/30/2028	$	15,531		15,233			15,531
Saturn Purchaser Corp. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.60%		10.92	%	7/23/2029	$	26,603		26,353			26,603
Saturn Purchaser Corp. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/22/2029	$	—		(41	)		—
Whitcraft-Paradigm (18)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.32	%	2/28/2029	$	12,393		12,279			12,393
Whitcraft-Paradigm (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			2/28/2029	$	—		(20	)		—
WP CPP Holdings, LLC. (15)(19)	Second Lien Senior Secured Loan	SOFR	7.75%		13.27	%	4/30/2026	$	11,724		11,672			9,848
Aerospace & Defense Total										$	227,456		$	215,955			19.1	%

7

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Automotive
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (4.50% PIK)		13.50	%	12/1/2027	$	5,076		5,021			5,077
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (4.50% PIK)		13.50	%	12/1/2027	$	15,659		15,412			15,659
American Trailer Rental Group (19)(26)	Subordinated Debt	—	9.00% (4.50% PIK)		13.50	%	12/1/2027	$	19,554		19,232			19,554
Cardo (6)(17)(19)	First Lien Senior Secured Loan	L	5.50%		11.08	%	5/12/2028	$	98		97			98
Gills Point S (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.38	%	5/15/2029	$	12,663		12,663			12,663
Gills Point S (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P	6.00%		14.50	%	5/15/2029	$	104		104			104
Gills Point S (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	7.10%		12.51	%	5/15/2029	$	252		249			252
Gills Point S (14)(19)(25)	Equity Interest	—	—	—			—		2		184			197
Intoxalock (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.75%		11.92	%	11/1/2028	$	12,158		12,051			12,158
Intoxalock (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			11/1/2028	$	—		(29	)		—
JHCC Holdings, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.79	%	9/9/2025	$	12,073		12,006			12,073
JHCC Holdings, LLC (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/9/2025	$	—		(23	)		—
Automotive Total										$	76,967		$	77,835			6.9	%
Banking, Finance, Insurance & Real Estate
Morrow Sodali (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.63%		11.05	%	4/25/2028	$	2,632		2,617			2,606
Morrow Sodali (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.92	%	4/25/2028	$	2,223		2,167			2,201
Morrow Sodali (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.00%		10.42	%	4/25/2028	$	798		773			776
Banking, Finance, Insurance & Real Estate Total										$	5,557		$	5,583			0.5	%
Beverage, Food & Tobacco
Arctic Glacier U.S.A., Inc. (19)(26)(31)	First Lien Senior Secured Loan	SOFR	6.50% (4.00% PIK)		16.13	%	5/24/2028	$	13,140		12,886			12,877
Arctic Glacier U.S.A., Inc. (2)(3)(5)(19)(31)	First Lien Senior Secured Loan - Revolver	—	—	—			5/24/2028	$	—		(27	)		(30	)
NPC International, Inc. (14)(19)(25)(27)	Equity Interest	—	—	—			—		308		461			7
PPX (14)(19)(25)	Preferred Equity	—	—	—			—		33		—			175
PPX (14)(19)(25)	Preferred Equity	—	—	—			—		33		5,000			6,329
Beverage, Food & Tobacco Total										$	18,320		$	19,358			1.7	%
Capital Equipment
ClockSpring (15)(19)(26)	Second Lien Senior Secured Loan	SOFR	6.50% (1.00% PIK)		14.89	%	8/1/2025	$	5,483		5,422			5,593
East BCC Coinvest II, LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,419		1,419			475
Ergotron Acquisition LLC (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.17	%	7/6/2028	$	12,128		11,921			12,128
FCG Acquisitions, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		4		—			—
Jonathan Acquisition Company (15)(19)	Second Lien Senior Secured Loan	SOFR	9.10%		14.50	%	12/22/2027	$	8,000		7,859			7,920
TCFIII Owl Finance, LLC (19)(26)	Subordinated Debt	—	12.00% PIK		12.00	%	1/30/2027	$	5,299		5,250			5,140
Capital Equipment Total										$	31,871		$	31,256			2.8	%
Chemicals, Plastics & Rubber
AP Plastics Group, LLC (18)(19)(29)	First Lien Senior Secured Loan	SOFR	4.75%		10.18	%	8/10/2028	$	7,212		7,026			6,960
Hultec (14)(19)(25)	Equity Interest	—	—	—			—		1		651			593
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	EURIBOR	5.75%		9.41	%	12/22/2027	€	99		103			102
V Global Holdings LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.43	%	12/22/2027	$	5,818		5,730			5,643
V Global Holdings LLC (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.18	%	12/22/2025	$	3,213		3,104			2,922
Chemicals, Plastics & Rubber Total										$	16,614		$	16,220			1.4	%

8

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value		% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Construction & Building
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan	SOFR	5.50% (1.50% PIK)		12.54	%	5/12/2025	$	14,878		14,860			14,282
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50% (1.50% PIK)		12.54	%	5/12/2025	$	1,406		1,405			1,350
Elk Parent Holdings, LP (14)(19)(25)	Equity Interest	—	—	—			—		1		12			854
Elk Parent Holdings, LP (14)(19)(25)	Preferred Equity	—	—	—			—		120		1,202			1,639
Regan Development Holdings Limited (6)(17)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		10.27	%	10/29/2023	€	677		768			716
Regan Development Holdings Limited (6)(17)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		10.27	%	10/29/2023	€	2,087		2,274			2,207
Regan Development Holdings Limited (6)(17)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		10.27	%	10/29/2023	€	6,335		6,894			6,698
Service Master (14)(19)(25)	Equity Interest	—	—	—			—		350		356			404
Service Master (15)(19)	First Lien Senior Secured Loan	SOFR	7.00%		12.63	%	8/16/2027	$	902		890			902
Service Master (15)(19)	First Lien Senior Secured Loan	SOFR	7.00%		12.43	%	8/16/2027	$	21,730		21,730			21,730
Service Master (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.00%		12.67	%	8/16/2027	$	6,348		6,270			6,348
YLG Holdings, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		10.47	%	10/31/2025	$	4,983		4,980			4,983
YLG Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.00%		10.47	%	10/31/2025	$	17,006		16,951			17,006
YLG Holdings, Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/31/2025	$	—		(30	)		—
Construction & Building Total										$	78,562		$	79,119		7.0	%
Consumer Goods: Durable
New Milani Group LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.92	%	6/6/2024	$	11,359		11,156			11,359
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	SOFR	9.00%		14.56	%	3/31/2028	$	11,434		11,253			11,434
Tangent Technologies Acquisition, LLC (15)(19)	Second Lien Senior Secured Loan	SOFR	8.75%		13.74	%	5/30/2028	$	8,915		8,772			8,736
TLC Holdco LP (14)(19)(25)	Equity Interest	—	—	—			—		1,281		1,221			—
TLC Purchaser, Inc. (15)(19)(26)	First Lien Senior Secured Loan	SOFR	2.00% (6.25% PIK)		13.64	%	10/13/2025	$	37,065		36,605			29,004
TLC Purchaser, Inc. (3)(18)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	2.00% (6.25% PIK)		13.64	%	10/13/2025	$	6,931		6,826			4,860
Consumer Goods: Durable Total										$	75,833		$	65,393		5.8	%

9

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Consumer Goods: Non-Durable
Fineline Technologies, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		939		939			893
FL Hawk Intermediate Holdings, Inc. (15)(19)	Second Lien Senior Secured Loan	SOFR	9.26%		14.65	%	8/22/2028	$	13,829		13,524			13,829
RoC Opco LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.60%		12.99	%	2/25/2025	$	14,925		14,823			14,925
RoC Opco LLC (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			2/25/2025	$	—		(51	)		—
Solaray, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.50%		12.01	%	12/15/2023	$	14,053		14,070			13,421
Solaray, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.50%		12.01	%	12/15/2023	$	30,517		30,517			29,143
Solaray, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P	3.50%		11.01	%	12/15/2023	$	11,344		11,341			11,344
WU Holdco, Inc. (15)(19)(28)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		11.04	%	3/26/2026	$	1,687		1,661			1,615
WU Holdco, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		11.04	%	3/26/2026	$	37,385		37,058			35,889
WU Holdco, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.50%		11.04	%	3/26/2025	$	3,606		3,590			3,381
Consumer Goods: Non-Durable Total										$	127,472		$	124,440			11.0	%
Consumer Goods: Wholesale
WSP (14)(19)(25)	Preferred Equity	—	—	—			—		—		216			758
WSP (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.67	%	4/27/2027	$	5,522		5,446			4,805
WSP (14)(19)(25)	Equity Interest	—	—	—			—		2,898		2,898			221
WSP (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/27/2027	$	—		(6	)		(58	)
Consumer Goods: Wholesale Total										$	8,554		$	5,726			0.5	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.63	%	12/29/2027	$	4,052		3,990			3,931
ASP-r-pac Acquisition Co LLC (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/29/2027	$	—		(46	)		(98	)
Iris Holding, Inc. (17)(29)	First Lien Senior Secured Loan	SOFR	4.75%		10.22	%	6/28/2028	$	12,920		12,354			12,066
Containers, Packaging & Glass Total										$	16,298		$	15,899			1.4	%
Energy: Oil & Gas
AmSpec Group, Inc (18)(19)	First Lien Senior Secured Loan	SOFR	5.75%		11.30	%	7/2/2024	$	5,064		5,000			5,064
Amspec Services, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	5.75%		11.29	%	7/2/2024	$	2,748		2,739			2,748
Amspec Services, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.29	%	7/2/2024	$	22,810		22,762			22,810
Amspec Services, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P	3.75%		12.25	%	7/2/2024	$	1,494		1,485			1,494
Energy: Oil & Gas Total										$	31,986		$	32,116			2.8	%

10

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Environmental Industries
Reconomy (3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			6/24/2029	£	—		(67	)		—
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.25%		11.44	%	6/24/2029	£	68		82			83
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.00%		9.97	%	6/24/2029	€	27		28			28
Titan Cloud Software, Inc (14)(19)(25)	Equity Interest	—	—	—			—		3,532		3,532			4,330
Titan Cloud Software, Inc (15)(19)	First Lien Senior Secured Loan	SOFR	6.10%		11.52	%	9/7/2029	$	25,714		25,487			25,585
Titan Cloud Software, Inc (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/7/2028	$	—		(47	)		(29	)
Titan Cloud Software, Inc (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.51	%	9/7/2029	$	11,429		11,334			11,372
Environmental Industries Total										$	40,349		$	41,369			3.6	%
FIRE: Finance
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.92	%	12/23/2026	$	868		856			850
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.92	%	12/23/2026	$	1,494		1,481			1,464
Allworth Financial Group, L.P. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/23/2026	$	—		(10	)		(49	)
Congress Wealth (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.75%		12.16	%	6/30/2029	$	320		317			320
Congress Wealth (3)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/30/2029	$	—		—			—
Congress Wealth (18)(19)	First Lien Senior Secured Loan	SOFR	6.85%		12.24	%	6/30/2029	$	4,731		4,731			4,731
Congress Wealth (14)(19)(25)	Equity Interest	—	—	—			—		15		294			294
FNZ UK Finco Limited (6)(18)(19)	First Lien Senior Secured Loan	L	5.50%		10.37	%	9/30/2026	AUD	81		55			52
Insigneo Financial Group LLC (14)(19)(25)	Equity Interest	—	—	—			—		2,296		2,312			2,130
Insigneo Financial Group LLC (15)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.70	%	8/1/2028	$	3,825		3,743			3,768
Parmenion (6)(15)(19)	First Lien Senior Secured Loan	SONIA	5.50%		9.93	%	5/11/2029	£	295		368			360
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		11.26	%	10/4/2027	$	9,328		9,328			9,258
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		11.26	%	10/4/2027	$	2,355		2,348			2,337
FIRE: Finance Total										$	25,823		$	25,515			2.2	%

11

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
FIRE: Insurance
Margaux Acquisition Inc. (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.29	%	12/19/2024	$	16,540		16,451			16,540
Margaux Acquisition Inc. (15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.29	%	12/19/2025	$	2,872		2,861			2,872
Margaux UK Finance Limited (6)(18)(19)	First Lien Senior Secured Loan - Revolver	SONIA	5.75%		10.80	%	12/19/2024	£	499		613			609
Margaux UK Finance Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.75%		10.80	%	12/19/2024	£	7,415		9,613			9,046
MRHT (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/1/2029	€	—		(24	)		(54	)
MRHT (6)(15)(19)	First Lien Senior Secured Loan	EURIBOR	6.75%		10.50	%	2/1/2029	€	956		1,018			1,001
Paisley Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan - Revolver	EURIBOR	5.50%		9.21	%	11/26/2028	€	32		36			34
Simplicity (18)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.79	%	12/2/2026	$	16,641		16,191			16,225
Simplicity (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/2/2026	$	—		(143	)		(137	)
Simplicity (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/2/2026	$	—		(38	)		(36	)
World Insurance (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.39	%	4/3/2028	$	11,302		11,222			11,246
World Insurance (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/3/2028	$	—		(9	)		—
FIRE: Insurance Total										$	57,791		$	57,346			5.1	%
Healthcare & Pharmaceuticals
Apollo Intelligence (14)(19)(25)	Equity Interest	—	—	—			—		32		3,162			3,061
Apollo Intelligence (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.12	%	6/1/2028	$	15,271		15,159			15,271
Apollo Intelligence (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.12	%	6/1/2028	$	2,162		2,106			2,162
Apollo Intelligence (3)(5)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			6/1/2028	$	—		(75	)		—
CB Titan Holdings, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		1,953		1,953			—
CPS Group Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.79	%	3/3/2025	$	34,504		34,403			34,504
CPS Group Holdings, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%		10.69	%	3/3/2025	$	789		772			789
Datix Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	SONIA	4.50%		9.69	%	10/28/2024	£	3		3			3
Datix Bidco Limited (6)(18)(19)	Second Lien Senior Secured Loan	SONIA	7.75%		11.93	%	4/27/2026	£	121		164			148
Datix Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSW	4.50%		8.41	%	4/28/2025	AUD	42		32			27
Great Expressions Dental Center PC (15)(19)(26)	First Lien Senior Secured Loan	SOFR	4.00% (3.00% PIK)		12.54	%	9/30/2026	$	9,450		9,443			7,655
HealthDrive (15)(19)	First Lien Senior Secured Loan	SOFR	6.10%		11.48	%	8/20/2029	$	24,010		24,010			24,010
HealthDrive (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			8/20/2029	$	—		—			—
HealthDrive (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			8/20/2029	$	—		—			—
HealthDrive (3)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			8/20/2029	$	—		—			—
HealthDrive (14)(19)(25)	Preferred Equity	—	—	—			—		18		1,822			1,822
Mertus 522. GmbH (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.25%		10.03	%	5/28/2026	€	225		249			231
Mertus 522. GmbH (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	7.00%		11.14	%	5/28/2026	€	132		143			136
Premier Imaging, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.00%		11.65	%	1/2/2025	$	7,105		7,056			7,069
Premier Imaging, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.65	%	1/2/2025	$	1,921		1,908			1,912
SunMed Group Holdings, LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.99	%	6/16/2028	$	8,628		8,516			8,628
SunMed Group Holdings, LLC (3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/16/2027	$	—		(13	)		—
Healthcare & Pharmaceuticals Total										$	110,813		$	107,428			9.5	%

12

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
High Tech Industries
Access (6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	5.00%		10.18	%	6/4/2029	£	9,764		11,304			11,911
Access (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.00%		10.19	%	6/4/2029	£	80		98			98
AMI US Holdings Inc. (6)(15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.35%		10.67	%	4/1/2025	$	3,826		3,803			3,826
Applitools (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/25/2028	$	—		(27	)		(69	)
Applitools (6)(19)(32)	First Lien Senior Secured Loan	SOFR	6.25%		11.57	%	5/25/2029	$	16,862		16,735			16,524
Appriss Holdings, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		2,136		1,606			1,649
Appriss Holdings, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.75%		12.23	%	5/6/2027	$	11,208		11,055			11,208
Appriss Holdings, Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			5/6/2027	$	—		(9	)		—
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		1		1,107			1,126
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		2		1,844			1,876
AQ Software Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		1		507			516
CB Nike IntermediateCo Ltd (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			10/31/2025	$	—		—			—
Cloud Technology Solutions (CTS) (6)(14)(19)(25)	Preferred Equity	—	—	—			—		4,408		5,360			5,805
Cloud Technology Solutions (CTS) (6)(18)(19)	First Lien Senior Secured Loan	SONIA	7.50%		12.43	%	1/3/2030	£	8,247		10,007			10,060
Drilling Info Holdings, Inc (18)	First Lien Senior Secured Loan	SOFR	4.25%		9.67	%	7/30/2025	$	1,489		1,487			1,444
Eagle Rock Capital Corporation (14)(19)(25)	Preferred Equity	—	—	—			—		3,345		3,345			4,295
Element Buyer, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		10.92	%	7/19/2026	$	10,880		10,890			10,880
Element Buyer, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		10.92	%	7/19/2026	$	36,338		36,439			36,338
Element Buyer, Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			7/19/2026	$	—		(8	)		—
Eleven Software (14)(19)(25)	Preferred Equity	—	—	—			—		896		896			868
Eleven Software (15)(19)	First Lien Senior Secured Loan	SOFR	8.25%		13.64	%	4/25/2027	$	7,439		7,382			7,439
Eleven Software (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	8.10%		13.43	%	9/25/2026	$	1,091		1,081			1,091
Gluware (14)(19)(25)	Warrants	—	—	—			—		4,307		478			504
Gluware (19)(26)	First Lien Senior Secured Loan	—	9.00% (5.50% PIK)		14.50	%	10/15/2025	$	20,321		19,815			19,102
Gluware (18)(19)(26)	First Lien Senior Secured Loan	—	9.00% (5.50% PIK)		14.50	%	10/15/2025	$	5,522		5,474			5,412
NearMap (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/9/2029	$	—		(81	)		—
NearMap (6)(18)(19)	First Lien Senior Secured Loan	SOFR	7.25%		12.58	%	12/9/2029	$	17,848		17,521			17,848
Onventis (6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	7.50%		11.47	%	1/12/2030	€	8,919		9,591			9,430
Revalize, Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		1		1,431			1,471
Revalize, Inc. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		11.29	%	4/15/2027	$	5,317		5,279			5,198
Revalize, Inc. (18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.75%		11.24	%	4/15/2027	$	2,009		1,995			1,964

13

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Revalize, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.30	%	4/15/2027	$	168		159			137
SAM (19)(26)	First Lien Senior Secured Loan	—	13.50% PIK		13.50	%	5/9/2028	$	31,871		31,660			31,552
Superna Inc. (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/6/2028	$	—		(20	)		(92	)
Superna Inc. (2)(3)(5)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/6/2028	$	—		(20	)		(92	)
Superna Inc. (6)(14)(19)(25)	Equity Interest	—	—	—			—		1,463		1,463			1,315
Superna Inc. (6)(15)(19)	First Lien Senior Secured Loan	SOFR	6.50%		11.90	%	3/6/2028	$	2,741		2,696			2,645
Swoogo LLC (15)(19)	First Lien Senior Secured Loan	SOFR	8.00%		13.33	%	12/9/2026	$	2,330		2,297			2,330
Swoogo LLC (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/9/2026	$	—		(16	)		—
Utimaco (6)(14)(19)(25)	Equity Interest	—	—	—			—		1		2,123			1,190
Utimaco (6)(14)(19)(25)	Preferred Equity	—	—	—			—		1		2,123			1,190
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.25%		10.03	%	5/13/2029	€	92		98			93
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.81	%	5/13/2029	$	128		127			122
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.81	%	5/13/2029	$	262		260			249
Ventiv Holdco, Inc. (15)(19)(26)(29)	First Lien Senior Secured Loan	SOFR	5.50% (1.50% PIK)		12.39	%	9/3/2025	$	13,830		13,753			13,692
Ventiv Holdco, Inc. (3)(18)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	5.50% (1.50% PIK)		10.92	%	9/3/2025	$	341		321			324
Ventiv Topco, Inc. (14)(19)(25)	Equity Interest	—	—	—			—		28		2,833			2,320
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	CIBOR	4.00%		7.90	%	3/10/2025	DKK	570		93			81
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	NIBOR	4.00%		8.51	%	3/10/2025	NOK	740		93			69
High Tech Industries Total										$	246,448		$	244,939			21.6	%
Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (18)(19)	Second Lien Senior Secured Loan	SOFR	7.61%		12.94	%	2/1/2027	$	14,193		13,961			13,590
Concert Golf Partners Holdco (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		11.25	%	3/30/2029	$	6,778		6,663			6,778
Concert Golf Partners Holdco LLC (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		11.25	%	4/2/2029	$	2,291		2,220			2,291
Concert Golf Partners Holdco LLC (3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			3/31/2028	$	—		(37	)		—
Pyramid Global Hospitality (15)(19)(29)	First Lien Senior Secured Loan	SOFR	8.00%		13.33	%	1/19/2027	$	9,950		9,696			9,950
Pyramid Global Hospitality (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			1/19/2027	$	—		(86	)		—
Saltoun (18)(19)(29)	First Lien Senior Secured Loan	—	13.75%		13.75	%	4/11/2028	$	5,011		5,011			4,334
Saltoun (19)	First Lien Senior Secured Loan - Delayed Draw	—	13.75%		13.75	%	4/11/2028	$	1,430		1,430			1,237
Saltoun (18)(19)	First Lien Senior Secured Loan - Revolver	—	13.75%		13.75	%	4/11/2028	$	327		327			327
Saltoun (19)	First Lien Senior Secured Loan - Revolver	—	13.75%		13.75	%	4/11/2028	$	577		577			577
Hotel, Gaming & Leisure Total										$	39,762		$	39,084			3.5	%

14

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value		% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Media: Advertising, Printing & Publishing
Ansira Holdings, Inc. (3)(15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.50% PIK		11.91	%	12/20/2024	$	48		48			48
Kpler (6)(15)(19)	First Lien Senior Secured Loan	SONIA	6.50%		11.69	%	3/3/2030	£	4,412		5,266			5,382
Kpler (6)(15)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		10.46	%	3/3/2030	€	15,081		15,670			15,945
Kpler (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	6.50%		10.46	%	3/3/2030	€	3,346		3,544			3,538
TGI Sport Bidco Pty Ltd (6)(17)(19)(26)	First Lien Senior Secured Loan	BBSY	7.00% (1.00% PIK)		11.11	%	4/30/2026	AUD	98		76			63
TGI Sport Bidco Pty Ltd (6)(18)(19)(26)	First Lien Senior Secured Loan	BBSY	7.00% (1.00% PIK)		12.43	%	4/30/2026	AUD	4,187		2,866			2,866
Media: Advertising, Printing & Publishing Total										$	27,470		$	27,842		2.5	%
Media: Broadcasting & Subscription
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	SOFR	5.76%		11.06	%	8/31/2028	$	1,443		1,432			1,443
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	EURIBOR	5.50%		9.28	%	8/31/2028	€	1,300		1,422			1,375
Media: Broadcasting & Subscription Total										$	2,854		$	2,818		0.2	%
Media: Diversified & Production
9 Story Media Group Inc. (3)(5)(6)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			4/30/2026	CAD	—		(1	)		—
9 Story Media Group Inc. (6)(16)(19)	First Lien Senior Secured Loan	CDOR	5.25%		10.75	%	4/30/2026	CAD	1,282		994			944
9 Story Media Group Inc. (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR	5.25%		9.03	%	4/30/2026	€	580		615			613
Aptus 1724 Gmbh (6)(19)(21)	First Lien Senior Secured Loan	L	6.25%		11.90	%	2/23/2028	$	4,971		4,971			4,884
Efficient Collaborative Retail Marketing Company, LLC (7)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	10.50% PIK		15.89	%	6/30/2024	$	9,770		9,756			6,521
Efficient Collaborative Retail Marketing Company, LLC (7)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	10.50% PIK		15.89	%	6/30/2024	$	15,043		15,022			10,041
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	10.50% PIK		15.89	%	6/30/2024	$	1,275		1,275			1,275
Music Creation Group Bidco GmbH (6)(19)(21)	First Lien Senior Secured Loan	L	6.25%		11.90	%	2/23/2028	$	4,065		3,987			3,994
Media: Diversified & Production Total										$	36,619		$	28,272		2.5	%
Media: Publishing
OGH Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.25%		11.18	%	6/29/2029	£	1,231		1,416			1,202
OGH Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.25%		11.18	%	6/29/2029	£	139		164			163
Media: Publishing Total										$	1,580		$	1,365		0.1	%

15

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Retail
New Look (Delaware) Corporation (3)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		11.04	%	5/26/2028	$	382		374			290
New Look Vision Group (6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50%		11.01	%	5/26/2028	CAD	29		27			20
New Look Vision Group (6)(15)(19)	First Lien Senior Secured Loan - Revolver	CDOR	5.50%		11.01	%	5/26/2026	CAD	2,462		1,834			1,741
New Look Vision Group (6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR	5.50%		11.01	%	5/26/2028	CAD	55		44			39
Thrasio, LLC (7)(15)(19)	First Lien Senior Secured Loan	SOFR	7.00%		12.65	%	12/18/2026	$	12,303		11,138			8,018
Retail Total										$	13,417		$	10,108			0.9	%
Services: Business
ACAMS (14)(19)(25)	Equity Interest	—	—	—			—		3,337		3,337			3,091
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan	SOFR	4.40%		9.82	%	7/10/2025	$	7,830		7,748			7,036
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.40%		9.82	%	7/10/2025	$	2,252		2,232			2,024
Avalon Acquiror, Inc. (18)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.64	%	3/10/2028	$	14,463		14,347			14,210
Avalon Acquiror, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		11.65	%	3/10/2028	$	5,042		4,901			4,895
Brook Bidco (6)(14)(19)(25)	Preferred Equity	—	—	—			—		5,675		7,783			7,944
Brook Bidco (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00% (4.25% PIK)		11.80	%	7/7/2028	£	765		1,037			933
Caribou Bidco Limited (3)(6)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SONIA	5.25% (1.25% PIK)		11.43	%	1/29/2029	£	16		20			19
Caribou Bidco Limited (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	5.25% (1.25% PIK)		11.43	%	1/29/2029	£	8,070		10,811			9,845
Chamber Bidco Limited (6)(17)(19)	First Lien Senior Secured Loan	SOFR	6.25%		11.31	%	6/7/2028	$	213		211			213
Darcy Partners (14)(19)(25)	Equity Interest	—	—	—			—		359		360			325
Darcy Partners (19)(32)	First Lien Senior Secured Loan	SOFR	7.75%		13.07	%	6/1/2028	$	1,515		1,501			1,496
Darcy Partners (2)(3)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			6/1/2028	$	—		—			(4	)
Elevator Holdco Inc. (14)(19)(25)	Equity Interest	—	—	—			—		2		2,448			3,472
iBanFirst (6)(19)(26)(32)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.95	%	7/13/2028	€	3,087		3,182			3,264
iBanFirst (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.95	%	7/13/2028	€	89		93			94
iBanFirst (6)(18)(19)(26)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK		13.95	%	7/13/2028	€	3,244		3,292			3,430
iBanFirst Facility (6)(14)(19)(25)	Preferred Equity	—	—	—			—		7,112		8,136			19,469
ImageTrend (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	7.75%		13.12	%	1/31/2029	$	20,000		19,728			20,000
ImageTrend (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			1/31/2029	$	—		(53	)		—
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00 (4.25% PIK)		12.06	%	7/7/2028	£	305		396			403
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00 (4.25% PIK)		12.06	%	7/7/2028	£	109		142			144
masLabor (14)(19)(25)	Equity Interest	—	—	—			—		173		173			711

16

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
masLabor (15)(19)	First Lien Senior Secured Loan	SOFR	7.50%		12.90	%	7/1/2027	$	8,427		8,242			8,427
Opus2 (6)(14)(19)(25)	Equity Interest	—	—	—			—		2,272		2,900			3,159
Opus2 (6)(18)(19)	First Lien Senior Secured Loan	SONIA	5.03%		10.22	%	5/5/2028	£	123		168			150
Parcel2Go (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.00%		11.18	%	7/15/2028	£	39		50			43
Parcel2Go (6)(14)(19)(25)	Equity Interest	—	—	—			—		3,605		4,237			2,234
Parcel2Go (6)(18)(19)	First Lien Senior Secured Loan	SONIA	6.00%		11.19	%	7/15/2028	£	125		170			145
Refine Intermediate, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	4.50%		9.99	%	3/3/2027	$	1,037		1,023			1,037
Refine Intermediate, Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			9/3/2026	$	—		(60	)		—
Smartronix (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.32	%	11/23/2028	$	12,540		12,352			12,415
Smartronix (2)(3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			11/23/2027	$	—		(93	)		(63	)
Spring Finco BV (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/15/2029	NOK	—		—			—
SumUp Holdings Luxembourg S.à.r.l. (6)(19)(32)	First Lien Senior Secured Loan	EURIBOR	8.50%		12.32	%	2/17/2026	€	6,650		7,959			7,031
SumUp Holdings Luxembourg S.à.r.l. (6)(19)(32)	First Lien Senior Secured Loan	EURIBOR	8.50%		12.32	%	2/17/2026	€	155		180			164
TEI Holdings Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.25%		10.67	%	12/23/2026	$	25,864		25,852			25,864
TEI Holdings Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/23/2025	$	—		(40	)		—
WCI Gigawatt Purchaser (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.50%		11.14	%	11/19/2027	$	1,428		1,405			1,414
WCI Gigawatt Purchaser (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.50%		10.94	%	11/19/2027	$	965		915			933
Services: Business Total										$	157,085		$	165,967			14.7	%
Services: Consumer
MZR Aggregator (14)(19)(25)	Equity Interest	—	—	—			—		1		798			660
MZR Buyer, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.75%		12.17	%	12/21/2026	$	11,933		11,789			11,933
MZR Buyer, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.75%		12.29	%	12/21/2026	$	1,737		1,680			1,737
Surrey Bidco Limited (6)(7)(14)(17)(19)(26)	First Lien Senior Secured Loan	SONIA	7.00% PIK		11.46	%	5/11/2026	£	57		66			52
Zeppelin BidCo Pty Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSY	5.00%		9.24	%	7/12/2024	AUD	206		143			133
Services: Consumer Total										$	14,476		$	14,515			1.3	%

17

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Telecommunications
DC Blox Inc. (14)(19)(25)	Preferred Equity	—	—	—			—		3,822		3,851			4,915
DC Blox Inc. (14)(19)(25)	Equity Interest	—	—	—			—		124		1			—
DC Blox Inc. (14)(19)(25)	Warrants	—	—	—			—		177		2			—
DC Blox Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	L	4.00% (4.00% PIK)		14.49	%	3/22/2026	$	32,344		32,179			32,344
Meriplex Communications, Ltd. (16)(19)(29)	First Lien Senior Secured Loan	SOFR	5.00%		10.42	%	7/17/2028	$	12,185		11,977			12,185
Meriplex Communications, Ltd. (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		10.42	%	7/17/2028	$	5,182		5,065			5,182
Meriplex Communications, Ltd. (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.00%		10.43	%	7/17/2028	$	1,318		1,273			1,318
Taoglas (14)(19)(25)	Equity Interest	—	—	—			—		2,259		2,259			2,089
Taoglas (15)(19)(29)	First Lien Senior Secured Loan	SOFR	7.00%		12.39	%	2/28/2029	$	18,855		18,673			18,384
Taoglas (2)(3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/28/2029	$	—		—			(91	)
Taoglas (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	7.00%		12.39	%	2/28/2029	$	587		587			553
Taoglas (6)(18)(19)	First Lien Senior Secured Loan	SOFR	7.00%		12.39	%	2/28/2029	$	454		441			443
Telecommunications Total										$	76,308		$	77,322			6.8	%
Transportation: Cargo
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR	6.00%		11.54	%	5/5/2025	$	2,380		2,363			2,380
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	P	5.25%		13.50	%	5/5/2025	$	2,668		2,657			2,668
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	P	4.75%		13.00	%	5/5/2025	$	5,867		5,836			5,867
A&R Logistics, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.15	%	5/5/2025	$	21,785		21,637			21,785
A&R Logistics, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.00%		11.41	%	5/5/2025	$	980		891			980
ARL Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		—		445			683
ARL Holdings, LLC (14)(19)(25)	Equity Interest	—	—	—			—		9		9			575
Grammer Investment Holdings LLC (14)(19)(25)	Warrants	—	—	—			—		122		—			—
Grammer Investment Holdings LLC (14)(19)(25)	Equity Interest	—	—	—			—		1,011		1,019			753
Grammer Investment Holdings LLC (19)(25)	Preferred Equity	—	10.00%		10.00	%	—		10		792			985
Grammer Purchaser, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR	4.50%		9.99	%	9/30/2024	$	3,790		3,730			3,790
Grammer Purchaser, Inc. (3)(15)(19)(29)	First Lien Senior Secured Loan - Revolver	SOFR	4.50%		10.02	%	9/30/2024	$	516		516			516
Gulf Winds International (18)(19)(29)	First Lien Senior Secured Loan	SOFR	7.10%		12.42	%	12/16/2028	$	12,158		11,827			12,158
Gulf Winds International (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver	—	—	—			12/16/2028	$	—		(138	)		—
Omni Intermediate (15)(19)	First Lien Senior Secured Loan	SOFR	5.00%		10.42	%	11/23/2026	$	1,162		1,155			1,162
Omni Intermediate (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P	4.00%		12.50	%	11/30/2026	$	183		183			183
Omni Intermediate (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		10.42	%	11/23/2026	$	504		507			507
Omni Intermediate (15)(19)	Second Lien Senior Secured Loan	SOFR	9.15%		14.54	%	12/30/2027	$	8,770		8,748			8,858
REP Coinvest III- A Omni, L.P. (14)(19)(25)	Equity Interest	—	—	—			—		1,377		1,377			2,583
RoadOne (18)(19)(29)	First Lien Senior Secured Loan	SOFR	6.25%		11.72	%	12/29/2028	$	12,158		11,827			12,158
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		11.72	%	12/29/2028	$	267		152			267
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%		11.72	%	12/29/2028	$	1,726		1,627			1,726
Transportation: Cargo Total										$	77,160		$	80,584			7.1	%

18

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost			Market Value			% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Transportation: Consumer
PrimeFlight Acquisition LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR	6.85%		12.18	%	5/1/2029	$	15,445		15,145			15,290
PrimeFlight Acquisition LLC (15)(19)	First Lien Senior Secured Loan	SOFR	6.85%		12.18	%	5/1/2029	$	845		845			845
Toro Private Investments II, L.P. (6)(18)	First Lien Senior Secured Loan	SOFR	8.50%		13.89	%	5/29/2026	$	7,219		6,082			3,718
Toro Private Investments II, L.P. (14)(19)(25)	Equity Interest	—	—	—			—		3,090		3,090			—
Toro Private Investments ll, L.P. (15)	First Lien Senior Secured Loan	SOFR	7.00%		12.65	%	2/28/2025	$	421		419			401
Transportation: Consumer Total										$	25,581		$	20,254			1.8	%
Wholesale
Abracon Group Holding, LLC. (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.21	%	7/6/2028	$	14,248		14,054			13,144
Abracon Group Holding, LLC. (16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.17	%	7/6/2028	$	2,018		1,986			1,862
Abracon Group Holding, LLC. (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/6/2028	$	—		(32	)		(172	)
Aramsco, Inc. (18)(19)(29)	First Lien Senior Secured Loan	SOFR	5.75%		11.17	%	8/28/2024	$	13,956		13,899			13,956
Aramsco, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		11.17	%	8/28/2024	$	1,355		1,336			1,355
Armor Group, LP (14)(19)(25)	Equity Interest	—	—	—			—		10		1,012			2,204
SureWerx (3)(5)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/28/2029	$	—		(27	)		—
SureWerx (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.75%		12.15	%	12/29/2028	$	617		593			617
Wholesale Total										$	32,821		$	32,966			2.9	%
Non-Controlled/Non-Affiliate Investments Total										$	1,701,847		$	1,666,594			147.2	%

19

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost		Market Value		% of NAV (4)
Non-Controlled/Affiliate Investments
Aerospace & Defense
Ansett Aviation Training (6)(10)(14)(19)(25)	Equity Interest	—	—	—			—		5,119		3,842		6,583
Ansett Aviation Training (6)(10)(18)(19)	First Lien Senior Secured Loan	BBSY	4.69%		8.83	%	9/24/2031	AUD	7,072		5,308		4,551
Aerospace & Defense Total										$	9,150	$	11,134		1.0	%
Beverage, Food & Tobacco
ADT Pizza, LLC (10)(14)(19)(25)	Equity Interest	—	—	—			—		6,720		6,732		14,187
Beverage, Food & Tobacco Total										$	6,732	$	14,187		1.3	%
Consumer Goods: Durable
Walker Edison (10)(14)(19)(25)	Equity Interest	—	—	—			—		60		5,592		3,131
Walker Edison (10)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	6.75% PIK		12.18	%	3/31/2027	$	5,688		5,688		5,688
Walker Edison (10)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	6.75% PIK		11.68	%	3/31/2027	$	3,182		3,182		3,182
Walker Edison (3)(10)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.75% PIK		12.17	%	3/31/2027	$	166		166		166
Consumer Goods: Durable Total										$	14,628	$	12,167		1.1	%
Energy: Oil & Gas
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Equity Interest	—	—	—			—		1,198		1		—
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Preferred Equity	—	—	—			—		38,505		11,777		34,293
Blackbrush Oil & Gas, L.P. (10)(15)(19)(26)(29)	First Lien Senior Secured Loan	L	5.00% (2.00% PIK)		12.65	%	9/3/2025	$	9,179		9,178		9,179
Energy: Oil & Gas Total										$	20,956	$	43,472		3.8	%
FIRE: Finance
BCC Middle Market CLO 2018-1, LLC (6)(10)(19)(25)	Structured Products	—	—	—			10/20/2030		25,635		24,050		23,069
FIRE: Finance Total										$	24,050	$	23,069		2.0	%
Transportation: Consumer
Direct Travel, Inc. (10)(14)(19)(25)	Equity Interest	—	—	—			—		68		—		13,039
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan	SOFR	6.50%		12.04	%	10/2/2025	$	59,642		59,642		59,642
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.50%		12.04	%	10/2/2025	$	3,482		3,482		3,482
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan	SOFR	6.50%		12.04	%	10/2/2025	$	4,841		4,841		4,841
Direct Travel, Inc. (10)(18)(19)(28)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.50%		12.04	%	10/2/2025	$	1,773		1,773		1,773
Direct Travel, Inc. (10)(18)(19)(28)	First Lien Senior Secured Loan	SOFR	6.00%		11.54	%	10/2/2025	$	202		202		202
Direct Travel, Inc. (3)(10)(18)(19)(28)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.00%		11.54	%	10/2/2025	$	4,575		4,575		4,575
Transportation: Consumer Total										$	74,515	$	87,554		7.7	%
Non-Controlled/Affiliate Investments Total										$	150,031	$	191,583		16.9	%

20

Portfolio Company	Investment Type	Index (1)	Spread	Interest Rate			Maturity Date	Principal/Shares (9)		Cost		Market Value			% of NAV (4)
Controlled Affiliate Investments
Aerospace & Defense
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(14)(19)(20)(25)	Equity Interest	—	—	—			—		11,863		11,863		10,892
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20)(25)	Equity Interest	—	—	—			—		1,116		1,115		—
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(19)(20)	First Lien Senior Secured Loan	—	10.00%	10.00%			6/2/2024	$	8,013		8,013		6,621
Gale Aviation (Offshore) Co (6)(10)(11)(19)(25)	Equity Interest	—	—	—			—		90,450		90,450		89,954
Aerospace & Defense Total										$	111,441	$	107,467			9.5	%
FIRE: Finance
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)	Equity Interest	—	—	—			—		1		810		810
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)	Preferred Equity	—	—	—			—		10		10,125		10,125
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)	Equity Interest	—	—	—			—		1		—		—
FIRE: Finance Total										$	10,935	$	10,935			1.0	%
Investment Vehicles
Bain Capital Senior Loan Program, LLC (6)(10)(11)(19)	Subordinated Note Investment Vehicles	—	10.00%		10.00	%	12/27/2033	$	115,995		115,995		115,995
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Preferred Equity Interest Investment Vehicles	—	—	—			—		10		10		(990	)
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles	—	—	—			—		10		5,594		2,014
International Senior Loan Program, LLC (6)(10)(11)(15)(19)	Subordinated Note Investment Vehicles	SOFR	8.00%		13.55	%	2/22/2028	$	186,979		186,978		186,979
International Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles	—	—	—			—		62,337		59,365		65,249
Investment Vehicles Total										$	367,942	$	369,247			32.5	%
Transportation: Cargo
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25)	Equity Interest	—	—	—			—		34,899		35,210		44,372
Transportation: Cargo Total										$	35,210	$	44,372			3.9	%
Controlled Affiliate Investments Total										$	525,528	$	532,021			46.9	%
Investments Total										$	2,377,406	$	2,390,198			211.0	%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class (30)	Cash Equivalents	—	—		5.24	%	—	$	52,491		52,491		52,491
Goldman Sachs US Treasury Liquid Reserves Fund (30)	Cash Equivalents	—	—		5.24	%	—	$	15,692		15,692		15,692
Cash Equivalents Total										$	68,183	$	68,183			6.1	%
Investments and Cash Equivalents Total										$	2,445,589	$	2,458,381			217.1	%

21

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation(8)
US DOLLARS 1,962	AUSTRALIAN DOLLARS 3,000	Bank of New York Mellon	11/10/2023	$	24
US DOLLARS 121	EURO 0	Bank of New York Mellon	11/15/2023		(121	)
US DOLLARS 5,178	POUND STERLING 2,375	Bank of New York Mellon	11/17/2023		2,279
US DOLLARS 78	EURO 0	Bank of New York Mellon	1/18/2024		78
US DOLLARS 2,260	EURO 1,720	Bank of New York Mellon	1/24/2024		429
US DOLLARS 1,082	NORWEGIAN KRONE 2,060	Citibank	1/26/2024		888
US DOLLARS 5,068	EURO 4,610	Bank of New York Mellon	2/7/2024		156
US DOLLARS 9,711	AUSTRALIAN DOLLARS 13,980	Bank of New York Mellon	3/5/2024		643
US DOLLARS 11,436	POUND STERLING 9,440	Bank of New York Mellon	3/5/2024		(95	)
US DOLLARS 54,490	EURO 50,480	Bank of New York Mellon	3/5/2024		647
US DOLLARS 4,896	CANADIAN DOLLAR 6,610	Bank of New York Mellon	3/5/2024		(4	)
US DOLLARS 2,054	POUND STERLING 1,710	Bank of New York Mellon	3/15/2024		(35	)
US DOLLARS 10,773	EURO 9,890	Bank of New York Mellon	5/17/2024		189
US DOLLARS 3,951	POUND STERLING 3,150	Bank of New York Mellon	6/21/2024		102
US DOLLARS 4,704	POUND STERLING 3,570	Bank of New York Mellon	6/24/2024		360
US DOLLARS 10,866	POUND STERLING 8,950	Citibank	6/24/2024		(70	)
US DOLLARS 10,567	POUND STERLING 8,290	Bank of New York Mellon	8/5/2024		437
US DOLLARS 33,662	POUND STERLING 27,860	Citibank	1/9/2025		(382	)
US DOLLARS 98	EURO 90	Bank of New York Mellon	1/9/2025		1
US DOLLARS 4,186	POUND STERLING 3,430	Bank of New York Mellon	6/10/2025		(3	)
US DOLLARS 5,309	EURO 4,800	Bank of New York Mellon	6/10/2025		83
US DOLLARS 5,371	EURO 5,000	Bank of New York Mellon	6/13/2025		(74	)
US DOLLARS 2,762	AUSTRALIAN DOLLARS 3,739	Bank of New York Mellon	7/28/2025		322
				$	5,854

(1)The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate ("BBSW"), the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P"), the Sterling Overnight Index Average ("SONIA") and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at September 30, 2023. Certain investments are subject to a LIBOR, EURIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

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

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

(4)Percentages are based on the Company’s net assets (in thousands) of $1,132,519 as of September 30, 2023.

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

22

(6)The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2023, non-qualifying assets totaled 29.32% of the Company’s total assets.

(7)Loan was on non-accrual status as of September 30, 2023.

(8)Unrealized appreciation on forward currency exchange contracts.

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

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

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

(12)Tick mark not used

(13)Tick mark not used

(14)Non-income producing.

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

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

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

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

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

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

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

(22)Tick mark not used

(23)Tick mark not used

(24)Tick mark not used

(25)Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2023, the aggregate fair value of these securities is $425,238 or 37.55% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

23

Investment	Acquisition Date
ACAMS	3/10/2022
ADT Pizza, LLC	10/29/2018
Ansett Aviation Training	3/24/2022
Apollo Intelligence	6/1/2022
Appriss Holdings, Inc.	5/3/2021
AQ Software Corporation	12/10/2021
AQ Software Corporation	4/14/2022
AQ Software Corporation	12/29/2022
ARL Holdings, LLC	5/3/2019
Armor Group, LP	8/28/2018
Bain Capital Senior Loan Program, LLC	12/27/2021
Bain Capital Senior Loan Program, LLC	12/27/2021
BCC Jetstream Holdings Aviation (Off I), LLC	6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC	6/1/2017
BCC Middle Market CLO 2018-1, LLC	2/28/2022
Blackbrush Oil & Gas, L.P.	9/3/2020
Brook Bidco	7/8/2021
CB Titan Holdings, Inc.	5/1/2017
Cloud Technology Solutions (CTS)	12/15/2022
Congress Wealth	6/30/2023
Darcy Partners	6/1/2022
DC Blox Inc.	3/22/2021
DC Blox Inc.	3/23/2021
Direct Travel, Inc.	10/2/2020
Eagle Rock Capital Corporation	12/9/2021
East BCC Coinvest II, LLC	7/23/2019
Elevator Holdco Inc.	12/23/2019
Eleven Software	4/25/2022
Elk Parent Holdings, LP	11/1/2019
FCG Acquisitions, Inc.	1/24/2019

24

Investment	Acquisition Date
Fineline Technologies, Inc.	2/22/2021
Gale Aviation (Offshore) Co	1/2/2019
Gills Point S	5/17/2023
Gluware	10/15/2021
Grammer Investment Holdings LLC	10/1/2018
HealthDrive	8/18/2023
Hultec	3/31/2023
iBanFirst Facility	7/13/2021
Insigneo Financial Group LLC	8/1/2022
International Senior Loan Program, LLC	2/22/2021
Kellstrom Aerospace Group, Inc	7/1/2019
Legacy Corporate Lending HoldCo, LLC	4/21/2023
Lightning Holdings B, LLC	1/2/2020
masLabor	7/1/2021
MZR Aggregator	12/22/2020
NPC International, Inc.	4/1/2021
Opus2	6/16/2021
Parcel2Go	7/15/2021
PPX	7/29/2021
Precision Ultimate Holdings, LLC	11/6/2019
REP Coinvest III- A Omni, L.P.	2/5/2021
Revalize, Inc.	12/29/2022
Robinson Helicopter	6/30/2022
Service Master	8/16/2021
Superna Inc.	3/8/2022
Taoglas	2/28/2023
Titan Cloud Software, Inc	11/4/2022
TLC Holdco LP	10/11/2019
Toro Private Investments II, L.P.	4/2/2019
Utimaco	6/28/2022
Ventiv Topco, Inc.	9/3/2019
Walker Edison	3/1/2023
WSP	8/31/2021

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

(27)Asset is in an escrow liquidating trust.

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

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

(30)Cash equivalents include $12,808 of restricted cash.

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

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

See Notes to Consolidated Financial Statements

25

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of December 31, 2022

(In thousands)

						Interest			Maturity		Principal /					Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
Forming Machining Industries Holdings, LLC (18)(19)	First Lien Senior Secured Loan	L		4.25	%		8.98	%	10/9/2025		$	16,269		16,206			13,504
Forming Machining Industries Holdings, LLC (18)(19)	Second Lien Senior Secured Loan	L		8.25	%		12.98	%	10/9/2026		$	6,540		6,503			5,265
GSP Holdings, LLC (15)(19)(26)(29)	First Lien Senior Secured Loan	L	5.75% (0.25% PIK)				10.48	%	11/6/2025		$	35,352		35,459			33,054
GSP Holdings, LLC (15)(19)(26)	First Lien Senior Secured Loan - Revolver	L	5.75% (0.25% PIK)				10.24	%	11/6/2025		$	4,550		4,528			4,254
Kellstrom Aerospace Group, Inc (14)(19)(25)	Equity Interest		—			—			—			1		1,963			894
Kellstrom Commercial Aerospace, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		9.88	%	7/1/2025		$	29,898		29,611			28,403
Kellstrom Commercial Aerospace, Inc. (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	SOFR	6.25% (0.5% PIK)				11.25	%	7/1/2025		$	1,173		1,136			960
Mach Acquisition R/C (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		7.50	%		11.96	%	10/18/2026		$	4,017		3,864			3,465
Mach Acquisition T/L (15)(19)(26)	First Lien Senior Secured Loan	L	4.50% (4.00% PIK)				12.72	%	10/18/2026		$	33,012		32,502			31,197
Precision Ultimate Holdings, LLC (14)(19)(25)	Equity Interest		—			—				—		1,417		1,417			1,362
Robinson Helicopter (14)(19)(25)	Equity Interest		—			—			—			1,592		1,592			1,710
Robinson Helicopter (15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.50	%		10.92	%	6/30/2028		$	26,272		25,716			25,878
Saturn Purchaser Corp. (15)(19)(29)	First Lien Senior Secured Loan	SOFR		5.60	%		8.54	%	7/22/2029		$	56,867		56,299			56,867
Saturn Purchaser Corp. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver		—			—			7/22/2029		$	—		(46	)		—
Whitcraft LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR		7.00	%		11.73	%	4/3/2023		$	28,686		28,651			28,686
Whitcraft LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P		5.00	%		11.25	%	4/3/2023		$	1,450		1,448			1,450
WP CPP Holdings, LLC. (15)(19)	Second Lien Senior Secured Loan	L		7.75	%		12.17	%	4/30/2026		$	11,724		11,659			9,438
Aerospace & Defense Total													$	258,508		$	246,387		22.1	%
Automotive
American Trailer Rental Group (19)(26)	Subordinated Debt		9.00% (2.00% PIK)				11.00	%	12/1/2027		$	4,999		4,937			4,949
American Trailer Rental Group (19)(26)	Subordinated Debt		9.00% (2.00% PIK)				11.00	%	12/1/2027		$	15,424		15,144			15,270
American Trailer Rental Group (19)(26)	Subordinated Debt		9.00% (2.00% PIK)				11.00	%	12/1/2027		$	19,261		18,889			19,068
Cardo (6)(17)(19)	First Lien Senior Secured Loan	L		5.00	%		10.21	%	5/12/2028		$	98		97			98
Intoxalock (15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.75	%		11.18	%	11/1/2028		$	19,522		19,327			19,327
Intoxalock (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		6.75	%		11.18	%	11/1/2028		$	343		310			309
JHCC Holdings, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.75	%		10.48	%	9/9/2025		$	8,332		8,309			8,145
JHCC Holdings, LLC (15)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	9/9/2025		$	21,263		21,108			20,785
JHCC Holdings, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		5.75	%		11.17	%	9/9/2025		$	1,746		1,719			1,682
Automotive Total													$	89,840		$	89,633		8.0	%

26

						Interest			Maturity		Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Banking, Finance, Insurance & Real Estate
Morrow Sodali (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		5.00	%		9.42	%	4/25/2028		$	815		787			783
Morrow Sodali (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.00	%		9.23	%	4/25/2028		$	2,659		2,641			2,619
Morrow Sodali (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.00	%		9.48	%	4/25/2028		$	896		832			863
Banking, Finance, Insurance & Real Estate Total													$	4,260		$	4,265			0.4	%
Beverage, Food & Tobacco
NPC International, Inc. (14)(19)(25)(27)	Equity Interest		—			—				—		342		512			35
Beverage, Food & Tobacco Total													$	512		$	35			0.0	%
Capital Equipment
ClockSpring (15)(19)(26)	Second Lien Senior Secured Loan	SOFR	6.50% (5.00% PIK)				16.08	%	8/1/2025		$	5,301		5,217			5,248
East BCC Coinvest II, LLC (14)(19)(25)	Equity Interest			—			—			—		1,419		1,419			661
Ergotron Acquisition LLC (18)(19)(29)	First Lien Senior Secured Loan	SOFR		5.75	%		10.18	%	7/6/2028		$	12,219		11,987			11,975
FCG Acquisitions, Inc. (14)(19)(25)	Preferred Equity			—			—			—		4		—			—
Jonathan Acquisition Company (15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.75	%	12/22/2027		$	8,000		7,843			7,860
TCFIII Owl Finance, LLC (19)	Subordinated Debt			12.00	%		12.00	%	1/30/2027		$	4,841		4,782			4,635
Capital Equipment Total													$	31,248		$	30,379			2.7	%
Chemicals, Plastics & Rubber
AP Plastics Group, LLC (18)(19)(29)	First Lien Senior Secured Loan	L		4.75	%		8.97	%	8/10/2028		$	7,287		7,076			7,069
V Global Holdings LLC (16)(19)(29)	First Lien Senior Secured Loan	SOFR		5.75	%		8.99	%	12/22/2027		$	5,862		5,761			5,642
V Global Holdings LLC (2)(3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver			—			—		12/22/2025		$	—		(147	)		(363	)
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	EURIBOR		5.75	%		8.04	%	12/22/2027		€	100		103			103
Chemicals, Plastics & Rubber Total													$	12,793		$	12,451			1.1	%

27

						Interest			Maturity		Principal /					Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Construction & Building
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	L	7.00% PIK				11.73	%	5/12/2025		$	1,335		1,334			1,114
Chase Industries, Inc. (15)(19)(26)	First Lien Senior Secured Loan	L	7.00% PIK				11.73	%	5/12/2025		$	14,122		14,095			11,792
Elk Parent Holdings, LP (14)(19)(25)	Equity Interest		—				—			—		1		12			630
Elk Parent Holdings, LP (14)(19)(25)	Preferred Equity		—				—			—		120		1,202			1,545
Regan Development Holdings Limited (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		6.50	%		8.29	%	4/18/2023		€	2,087		2,274			2,139
Regan Development Holdings Limited (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		6.50	%		8.29	%	4/18/2023		€	677		768			694
Regan Development Holdings Limited (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		6.50	%		8.29	%	4/18/2023		€	6,335		6,888			6,477
SAM (19)(26)	First Lien Senior Secured Loan		11.25% PIK				11.25	%	5/9/2028		$	34,277		34,002			32,392
Service Master (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		8.50	%		12.94	%	8/16/2027		$	7,030		6,677			6,746
Service Master (15)(19)	First Lien Senior Secured Loan	L		7.50	%		12.99	%	8/16/2027		$	926		911			926
Service Master (14)(19)(25)	Equity Interest		—				—			—		350		350			426
Service Master (15)(19)	First Lien Senior Secured Loan	SOFR		8.50	%		12.94	%	8/16/2027		$	21,923		21,923			21,923
YLG Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		5.00	%		9.93	%	10/31/2025		$	27,151		27,067			27,151
YLG Holdings, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.00	%		9.21	%	10/31/2025		$	5,022		5,017			5,022
YLG Holdings, Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver			—			—		10/31/2025		$	—		(40	)		—
Construction & Building Total													$	122,480		$	118,977		10.7	%
Consumer Goods: Durable
New Milani Group LLC (15)(19)	First Lien Senior Secured Loan	L		6.00	%		10.73	%	6/6/2024		$	21,475		21,053			21,206
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.77	%	3/31/2028		$	11,434		11,232			11,434
Tangent Technologies Acquisition, LLC (15)(19)	Second Lien Senior Secured Loan	SOFR		8.75	%		12.95	%	5/30/2028		$	8,915		8,756			8,915
TLC Holdco LP (14)(19)(25)	Equity Interest		—				—			—		1,281		1,221			—
TLC Purchaser, Inc. (15)(19)(26)(29)	First Lien Senior Secured Loan	L	6.25% (2.00% PIK)				11.02	%	10/13/2025		$	35,621		35,007			27,874
TLC Purchaser, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		6.25	%		10.77	%	10/13/2025		$	7,693		7,549			5,622
Consumer Goods: Durable Total													$	84,818		$	75,051		6.7	%

28

						Interest			Maturity		Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Consumer Goods: Non-Durable
Fineline Technologies, Inc. (14)(19)(25)	Equity Interest		—				—			—		939		939			1,083
FL Hawk Intermediate Holdings, Inc. (15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.73	%	8/22/2028		$	15,125		14,753			15,125
RoC Opco LLC (15)(19)(29)	First Lien Senior Secured Loan	L		8.50	%		12.73	%	2/25/2025		$	15,041		14,882			15,041
RoC Opco LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		8.50	%		12.45	%	2/25/2025		$	2,731		2,653			2,731
Solaray, LLC (15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		10.43	%	9/9/2023		$	14,165		14,165			14,094
Solaray, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR		5.75	%		10.43	%	9/9/2023		$	30,762		30,762			30,608
Solaray, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		3.55	%		9.08	%	9/9/2023		$	5,950		5,941			5,950
WU Holdco, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.50	%		10.23	%	3/26/2026		$	1,700		1,674			1,598
WU Holdco, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	3/26/2026		$	37,677		37,272			35,417
WU Holdco, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	L		5.50	%		10.23	%	3/26/2025		$	2,930		2,906			2,592
Consumer Goods: Non-Durable Total													$	125,947		$	124,239			11.1	%
Consumer Goods: Wholesale
WSP Initial Term Loan (15)(19)(29)	First Lien Senior Secured Loan	L		6.25	%		10.63	%	4/27/2027		$	6,002		5,905			5,477
WSP Initial Term Loan (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw		—			—			4/27/2027		$	—		(8	)		(157	)
WSP LP Interest (14)(19)(25)	Equity Interest		—			—				—		2,898		2,898			1,506
WSP Revolving Loan (3)(18)(19)	First Lien Senior Secured Loan - Revolver	L		6.25	%		10.63	%	4/27/2027		$	47		40			8
Consumer Goods: Wholesale Total													$	8,835		$	6,834			0.6	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (16)(19)(29)	First Lien Senior Secured Loan	L		6.00	%		10.38	%	12/29/2027		$	4,083		4,013			4,032
ASP-r-pac Acquisition Co LLC (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		12/29/2027		$	—		(54	)		(41	)
Iris Holding, Inc. (17)(29)	First Lien Senior Secured Loan	SOFR		4.75	%		8.94	%	6/28/2028		$	13,017		12,379			11,871
Containers, Packaging & Glass Total													$	16,338		$	15,862			1.4	%
Energy: Oil & Gas
Amspec Services, Inc. (15)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	7/2/2024		$	2,770		2,751			2,770
Amspec Services, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	7/2/2024		$	32,990		32,858			32,990
Amspec Services, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	P		3.75	%		11.25	%	7/2/2024		$	1,204		1,186			1,204
Energy: Oil & Gas Total													$	36,795		$	36,964			3.3	%

29

						Interest			Maturity		Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Environmental Industries
Reconomy (6)(15)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		9.68	%	6/24/2029		£	68		82			82
Reconomy (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		6.00	%		8.20	%	6/24/2029		€	27		28			29
Reconomy (3)(5)(6)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		6/24/2029		£	—		(75	)		—
Reconomy (3)(5)(6)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		6/24/2029		£	—		(75	)		—
Titan Cloud Software, Inc (14)(19)(25)	Equity Interest		—				—			—		3,226		3,226			3,226
Titan Cloud Software, Inc (15)(19)	First Lien Senior Secured Loan	SOFR		6.60	%		11.05	%	9/7/2029		$	25,714		25,464			25,457
Titan Cloud Software, Inc (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		9/7/2029		$	—		(108	)		(114	)
Titan Cloud Software, Inc (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		9/7/2028		$	—		(54	)		(57	)
Environmental Industries Total													$	28,488		$	28,623			2.6	%
FIRE: Finance
Allworth Financial Group, L.P. (15)(19)(29)	First Lien Senior Secured Loan	SOFR		4.75	%		9.17	%	12/23/2026		$	1,505		1,490			1,460
Allworth Financial Group, L.P. (3)(15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR		4.75	%		9.17	%	12/23/2026		$	874		861			848
Allworth Financial Group, L.P. (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		12/23/2026		$	—		(12	)		(73	)
FNZ UK Finco Limited (6)(18)(19)	First Lien Senior Secured Loan	L		5.50	%		8.06	%	9/30/2026		AUD	81		55			55
Insigneo Financial Group LLC (15)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		9.19	%	8/1/2028		$	3,825		3,733			3,729
Insigneo Financial Group LLC (14)(19)(25)	Equity Interest		—				—			—		2,190		2,191			2,190
Parmenion (6)(15)(19)	First Lien Senior Secured Loan	SONIA		5.75	%		8.68	%	5/11/2029		£	328		409			396
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR		6.00	%		10.75	%	10/2/2025		$	2,373		2,364			2,373
TA/Weg Holdings (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR		6.00	%		9.41	%	10/2/2025		$	9,399		9,399			9,399
FIRE: Finance Total													$	20,490		$	20,377			1.8	%

30

						Interest			Maturity		Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
FIRE: Insurance
Margaux Acquisition Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.75	%		9.49	%	12/19/2024		$	9,105		9,088			9,105
Margaux Acquisition Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		9.49	%	12/19/2024		$	17,591		17,445			17,591
Margaux Acquisition Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		5.75	%		9.98	%	12/19/2024		$	957		939			957
Margaux UK Finance Limited (3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver		—				—		12/19/2024		£	—		(5	)		—
Margaux UK Finance Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA		5.75	%		8.06	%	12/19/2024		£	7,493		9,689			9,053
MRHT (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR		6.50	%		8.41	%	7/26/2028		€	2,631		2,655			2,817
MRHT (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		6.90	%	7/26/2028		€	500		535			535
MRHT (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		7.06	%	7/26/2028		€	216		249			231
MRHT (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		7.41	%	7/26/2028		€	100		101			107
Paisley Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.50	%		8.30	%	11/26/2028		£	5,165		6,128			6,257
Paisley Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.50	%		7.11	%	11/26/2028		€	32		36			34
World Insurance (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		10.33	%	4/1/2026		$	8,274		8,218			8,192
World Insurance (15)(19)(29)	First Lien Senior Secured Loan	SOFR		5.75	%		10.33	%	4/1/2026		$	3,114		3,070			3,083
World Insurance (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		5.75	%		10.07	%	4/1/2026		$	605		593			596
FIRE: Insurance Total													$	58,741		$	58,558			5.3	%
Healthcare & Pharmaceuticals
Apollo Intelligence (15)(19)(29)	First Lien Senior Secured Loan	SOFR		5.75	%		9.93	%	6/1/2028		$	15,271		15,127			15,271
Apollo Intelligence (3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		6/1/2028		$	—		(87	)		—
Apollo Intelligence (3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		6/1/2028		$	—		(65	)		—
Apollo Intelligence (14)(19)(25)	Equity Interest		—				—			—		32		3,197			3,164
CB Titan Holdings, Inc. (14)(19)(25)	Preferred Equity		—				—			—		1,953		1,953			612
CPS Group Holdings, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	3/3/2025		$	44,790		44,606			44,566
CPS Group Holdings, Inc. (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		3/3/2025		$	—		(27	)		(25	)
Datix Bidco Limited (6)(19)	First Lien Senior Secured Loan - Revolver	SONIA		4.50	%		6.69	%	10/28/2024		£	10		11			12
Datix Bidco Limited (6)(18)(19)	Second Lien Senior Secured Loan	SONIA		7.75	%		9.44	%	4/27/2026		£	121		164			147
Datix Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSW		4.50	%		8.07	%	4/28/2025		AUD	42		32			29
Great Expressions Dental Center PC (15)(19)(26)	First Lien Senior Secured Loan	L	4.25% (0.5% PIK)				9.19	%	9/28/2023		$	7,730		7,768			7,285
Great Expressions Dental Center PC (3)(15)(19)(26)	First Lien Senior Secured Loan - Revolver	L	4.25% (0.5% PIK)				9.19	%	9/28/2023		$	1,080		1,078			1,010
Mertus 522. GmbH (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		6.25	%		8.11	%	5/28/2026		€	131		142			138
Mertus 522. GmbH (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		6.25	%		8.69	%	5/28/2026		€	225		248			236
Premier Imaging, LLC (15)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		10.13	%	1/2/2025		$	7,141		7,064			7,141
Premier Imaging, LLC (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.75	%		10.13	%	1/2/2025		$	1,936		1,866			1,936
SunMed Group Holdings, LLC (16)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	6/16/2028		$	8,694		8,568			8,151
SunMed Group Holdings, LLC (3)(16)(19)	First Lien Senior Secured Loan - Revolver	L		5.75	%		10.48	%	6/16/2027		$	590		574			513
TecoStar Holdings, Inc. (15)(19)	Second Lien Senior Secured Loan	L		8.50	%		12.91	%	11/1/2024		$	9,472		9,390			8,264
Healthcare & Pharmaceuticals Total													$	101,609		$	98,450			8.8	%

31

						Interest			Maturity		Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
High Tech Industries
Access (6)(18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		8.68	%	6/4/2029		£	80		98			97
Access (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		5.25	%		8.68	%	6/4/2029		£	7,578		8,549			9,156
AMI US Holdings Inc. (6)(15)(19)(29)	First Lien Senior Secured Loan	L		5.25	%		9.63	%	4/1/2025		$	3,856		3,822			3,856
Applitools (6)(19)(32)	First Lien Senior Secured Loan	SOFR		6.25	%		10.57	%	5/25/2029		$	25,316		25,085			25,063
Applitools (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		5/25/2028		$	—		(31	)		(34	)
Appriss Holdings, Inc. (14)(19)(25)	Equity Interest		—				—		-			2,136		1,606			1,470
Appriss Holdings, Inc. (15)(19)	First Lien Senior Secured Loan	L		7.25	%		11.54	%	5/6/2027		$	11,264		11,084			10,926
Appriss Holdings, Inc. (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver		—				—		5/6/2027		$	—		(11	)		(23	)
AQ Software Corporation (14)(18)(19)(25)	Preferred Equity		—				—			—		1		1,107			1,095
AQ Software Corporation (14)(18)(19)(25)	Preferred Equity		—				—		—			2		1,844			1,825
AQ Software Corporation (14)(19)(25)	Preferred Equity		—				—		—			1		507			502
CB Nike IntermediateCo Ltd (3)(6)(19)	First Lien Senior Secured Loan - Revolver		—				—		10/31/2025		$	—		—			—
CB Nike IntermediateCo Ltd (6)(15)(19)	First Lien Senior Secured Loan	L		4.75	%		9.16	%	10/31/2025		$	344		340			344
Cloud Technology Solutions (CTS) (6)(14)(19)(25)	Preferred Equity		—				—		—			4,408		5,360			5,326
Cloud Technology Solutions (CTS) (6)(18)(19)	First Lien Senior Secured Loan	SONIA		7.50	%		11.93	%	1/3/2030		£	7,406		8,815			8,859
Cloud Technology Solutions (CTS) (2)(3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver		—				—		—		£	—		(13	)		(17	)
Drilling Info Holdings, Inc (18)	First Lien Senior Secured Loan	L		4.25	%		8.63	%	7/30/2025		$	11,149		11,133			10,759
Eagle Rock Capital Corporation (14)(18)(19)(25)	Preferred Equity		—				—		—			3,345		3,345			3,575
Element Buyer, Inc. (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.50	%		9.89	%	7/19/2025		$	10,965		10,978			10,965
Element Buyer, Inc. (15)(19)	First Lien Senior Secured Loan	L		5.50	%		9.89	%	7/18/2025		$	36,625		36,767			36,625
Element Buyer, Inc. (3)(5)(15)(19)	First Lien Senior Secured Loan - Revolver		—				—		7/19/2024		$	—		(16	)		—
Eleven Software (15)(19)	First Lien Senior Secured Loan	SOFR		8.00	%		11.55	%	4/25/2027		$	7,439		7,371			7,439
Eleven Software (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		8.25	%		12.77	%	9/25/2026		$	149		136			149
Eleven Software (14)(19)(25)	Preferred Equity		—				—		—			896		896			946
Gluware (19)(26)	First Lien Senior Secured Loan		9.00% (3.50% PIK)				12.50	%	10/15/2025		$	19,576		18,915			18,206
Gluware (14)(19)(25)	Warrants		—				—		—			3,328		478			399
MRI Software LLC (15)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	2/10/2026		$	25,662		25,602			24,732
MRI Software LLC (2)(3)	First Lien Senior Secured Loan - Revolver		—				—		2/10/2026		$	—		53			(65	)
NearMap (6)(18)(19)	First Lien Senior Secured Loan	SOFR		7.25	%		11.48	%	12/9/2029		$	39,648		38,855			38,855
NearMap (2)(3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver		—				—		12/9/2029		$	—		(92	)		(93	)
Revalize, Inc. (14)(19)(25)	Preferred Equity		—				—		—			1		1,431			1,431
Revalize, Inc. (15)(19)(29)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		10.48	%	4/15/2027		$	5,358		5,313			5,077
Revalize, Inc. (18)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		10.46	%	4/15/2027		$	2,009		1,993			1,904
Revalize, Inc. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver		—				—		4/15/2027		$	—		(11	)		(70	)

32

						Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
High Tech Industries Continued
Superna Inc. (2)(3)(5)(6)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		3/6/2028	$	—		(23	)		(53	)
Superna Inc. (2)(3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver		—				—		3/6/2028	$	—		(23	)		(53	)
Superna Inc. (6)(15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.50	%		11.24	%	3/6/2028	$	14,920		14,652			14,622
Superna Inc. (6)(14)(19)(25)	Equity Interest		—				—		—		1,463		1,463			1,429
Swoogo LLC (15)(19)	First Lien Senior Secured Loan	L		8.00	%		12.24	%	12/9/2026	$	2,330		2,291			2,295
Swoogo LLC (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver		—				—		12/9/2026	$	—		(20	)		(19	)
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		6.00	%		7.95	%	5/13/2029	€	92		98			99
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		10.06	%	5/13/2029	$	128		127			128
Utimaco (6)(18)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		10.06	%	5/13/2029	$	262		259			262
Utimaco (6)(14)(19)(25)	Equity Interest		—				—		—		147		2,123			2,203
Utimaco (6)(14)(19)(25)	Preferred Equity		—				—		—		147		2,123			2,203
Ventiv Holdco, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR		5.50	%		10.18	%	9/3/2025	$	13,771		13,668			13,530
Ventiv Holdco, Inc. (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver		—				—		9/3/2025	$	—		(21	)		(30	)
Ventiv Topco, Inc. (14)(19)(25)	Equity Interest		—				—		—		28		2,833			2,230
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	CIBOR		4.00	%		6.03	%	3/10/2025	DKK	570		92			82
VPARK BIDCO AB (6)(16)(19)	First Lien Senior Secured Loan	NIBOR		4.00	%		7.12	%	3/10/2025	NOK	740		93			76
High Tech Industries Total												$	271,044		$	268,283			24.0	%
Hospitality Holdings
PPX (14)(19)(25)	Preferred Equity	—				—			—		33		—			201
PPX (14)(19)(25)	Preferred Equity	—				—			—		33		5,000			5,836
Hospitality Holdings Total												$	5,000		$	6,037			0.6	%
Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (18)(19)	Second Lien Senior Secured Loan	L		7.50	%		11.62	%	2/1/2027	$	14,193		13,917			13,483
Concert Golf Partners Holdco (16)(19)(29)	First Lien Senior Secured Loan	SOFR		5.75	%		10.28	%	3/30/2029	$	6,816		6,690			6,816
Concert Golf Partners Holdco LLC (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		10.28	%	4/2/2029	$	1,852		1,777			1,852
Concert Golf Partners Holdco LLC (3)(5)(16)(19)	First Lien Senior Secured Loan - Revolver		—				—		3/31/2028	$	—		(44	)		—
Saltoun (19)(29)	First Lien Senior Secured Loan			11.00	%		11.00	%	4/11/2028	$	4,714		4,714			4,573
Saltoun (3)(19)	First Lien Senior Secured Loan - Delayed Draw			10.50	%		10.50	%	4/11/2028	$	1,352		1,352			881
Hotel, Gaming & Leisure Total												$	28,406		$	27,605			2.5	%

33

						Interest			Maturity	Principal /					Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost			Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Media: Advertising, Printing & Publishing
Ansira Holdings, Inc. (7)(14)(15)(19)	First Lien Senior Secured Loan	L		6.50	%		10.91	%	12/20/2024	$	42,836		40,675			20,989
Ansira Holdings, Inc. (7)(14)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		6.50	%		11.23	%	12/20/2024	$	5,134		5,017			2,516
Ansira Holdings, Inc. (3)(7)(14)(15)(19)	First Lien Senior Secured Loan - Revolver	L		5.75	%		8.79	%	12/20/2024	$	5,383		5,099			1,771
Ansira Holdings, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		12/20/2024	$	—		—			—
TGI Sport Bidco Pty Ltd (6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	L		7.00	%		11.39	%	4/30/2026	AUD	4,166		2,851			2,851
TGI Sport Bidco Pty Ltd (6)(17)(19)	First Lien Senior Secured Loan	BBSY		7.00	%		10.07	%	4/30/2026	AUD	97		75			66
Media: Advertising, Printing & Publishing Total												$	53,717		$	28,193		2.5	%
Media: Broadcasting & Subscription
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	8/31/2028	$	1,443		1,431			1,443
Lightning Finco Limited (6)(16)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		7.45	%	8/31/2028	€	1,300		1,418			1,392
Media: Broadcasting & Subscription Total												$	2,849		$	2,835		0.3	%
Media: Diversified & Production
9 Story Media Group Inc. (3)(5)(6)(19)	First Lien Senior Secured Loan - Revolver			—			—		4/30/2026	CAD	—		(1	)		—
9 Story Media Group Inc. (6)(16)(19)	First Lien Senior Secured Loan	CDOR		5.25	%		9.98	%	4/30/2026	CAD	1,292		1,001			953
9 Story Media Group Inc. (6)(18)(19)	First Lien Senior Secured Loan	EURIBOR		5.25	%		7.20	%	4/30/2026	€	585		619			626
Aptus 1724 Gmbh (6)(19)(21)	First Lien Senior Secured Loan	L		6.25	%		10.97	%	2/23/2028	$	4,971		4,971			4,909
Efficient Collaborative Retail Marketing Company, LLC (15)(19)	First Lien Senior Secured Loan	L		6.75	%		11.13	%	6/30/2024	$	14,961		14,961			12,717
Efficient Collaborative Retail Marketing Company, LLC (15)(19)	First Lien Senior Secured Loan	L		6.75	%		11.13	%	6/30/2024	$	9,711		9,736			8,254
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		5.25	%		9.99	%	6/30/2024	$	1,275		1,275			1,275
International Entertainment Investments Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA		4.75	%		7.71	%	11/30/2025	£	87		107			106
Music Creation Group Bidco GmbH (6)(19)(21)	First Lien Senior Secured Loan	L		6.25	%		10.97	%	2/23/2028	$	4,065		3,977			4,014
Media: Diversified & Production Total												$	36,646		$	32,854		2.9	%
Media: Publishing
OGH Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		7.44	%	6/29/2029	£	139		164			168
OGH Bidco Limited (3)(5)(6)(19)	First Lien Senior Secured Loan - Delayed Draw			—			—		6/29/2029	£	—		(68	)		—
Media: Publishing Total												$	96		$	168		0.0	%

34

						Interest			Maturity	Principal /				Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		NAV (4)
Non-Controlled/Non-Affiliate Investments
Retail
Batteries Plus Holding Corporation (15)(19)(29)	First Lien Senior Secured Loan	L		6.75	%		11.13	%	6/30/2023	$	18,172		18,172		18,172
Batteries Plus Holding Corporation (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P		5.75	%		11.13	%	6/30/2023	$	916		915		916
New Look (Delaware) Corporation (6)(15)(19)(29)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	5/26/2028	$	9,653		9,568		9,266
New Look (Delaware) Corporation (3)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.38	%	5/26/2028	$	385		376		292
New Look Vision Group (6)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.38	%	5/26/2028	CAD	55		44		39
New Look Vision Group (3)(6)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.38	%	5/26/2028	CAD	29		22		18
New Look Vision Group (3)(6)(15)(19)	First Lien Senior Secured Loan - Revolver	CDOR		5.50	%		10.38	%	5/26/2026	CAD	1,688		1,250		1,173
Thrasio, LLC (15)(29)	First Lien Senior Secured Loan	L		7.00	%		11.17	%	12/18/2026	$	8,485		8,308		7,519
Walker Edison (7)(14)(15)(19)(26)(29)	First Lien Senior Secured Loan	L	5.75% (3.00% PIK)				13.48	%	8/5/2027	$	21,019		20,685		13,084
Retail Total												$	59,340	$	50,479		4.6	%
Services: Business
ACAMS (14)(19)(25)	Equity Interest			—			—		—		3,337		3,337		3,859
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan	SOFR		4.35	%		8.67	%	7/10/2025	$	16,254		16,141		13,491
AMCP Clean Acquisition Company, LLC (18)	First Lien Senior Secured Loan - Delayed Draw	SOFR		4.35	%		8.67	%	7/10/2025	$	3,934		3,906		3,265
Avalon Acquiror, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.25	%		10.83	%	3/10/2028	$	24,598		24,376		24,352
Avalon Acquiror, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		6.25	%		10.74	%	3/10/2028	$	1,050		886		966
Brook Bidco (6)(18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00% (4.25% PIK)				10.16	%	7/7/2028	£	717		976		867
Brook Bidco (6)(14)(19)(25)	Preferred Equity			—			—		—		5,675		7,783		7,136
Caribou Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		7.19	%	1/29/2029	£	8,070		10,801		9,751
Caribou Bidco Limited (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		7.19	%	1/29/2029	£	16		20		19
Chamber Bidco Limited (6)(17)(19)	First Lien Senior Secured Loan	L		5.50	%		9.28	%	6/7/2028	$	237		235		237
Darcy Partners (19)(32)	First Lien Senior Secured Loan	SOFR		7.75	%		12.44	%	6/1/2028	$	1,526		1,511		1,526
Darcy Partners (19)(25)	Equity Interest			—			—		—		359		359		434
Darcy Partners (3)(19)	First Lien Senior Secured Loan - Revolver			—			—		6/1/2028	$	—		—		—
Elevator Holdco Inc. (14)(19)(25)	Equity Interest			—			—		—		2		2,448		3,241
iBanFirst (6)(19)(26)	First Lien Senior Secured Loan		10.00% PIK				10.00	%	7/13/2028	€	2,820		2,889		3,019
iBanFirst (6)(19)(26)	First Lien Senior Secured Loan		10.00% PIK				10.00	%	7/13/2028	€	80		83		85
iBanFirst (6)(19)(26)	First Lien Senior Secured Loan	EURIBOR	8.50% PIK				10.04	%	7/13/2028	€	3,000		3,018		3,212
iBanFirst Facility (6)(14)(19)(25)	Preferred Equity			—			—		—		7,112		8,136		12,463
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	L	7.25% PIK				10.56	%	7/7/2028	£	284		366		343
Learning Pool (6)(16)(19)(26)	First Lien Senior Secured Loan	L	7.25% PIK				10.56	%	7/7/2028	£	102		131		123
masLabor (19)(25)	Equity Interest			—			—		—		345		345		968
masLabor (3)(15)(19)	First Lien Senior Secured Loan - Revolver	P		6.50	%		13.50	%	7/1/2027	$	689		672		689
masLabor (15)(19)	First Lien Senior Secured Loan	L		7.50	%		11.24	%	7/1/2027	$	8,492		8,275		8,492

35

						Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Services: Business Continued
Opus2 (6)(14)(19)(25)	Equity Interest			—			—		—		2,272		2,900			2,958
Opus2 (6)(18)(19)	First Lien Senior Secured Loan	SONIA		5.00	%		7.96	%	5/5/2028	£	123		167			148
Parcel2Go (3)(6)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		8.93	%	7/15/2028	£	39		50			45
Parcel2Go (6)(18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		9.43	%	7/15/2028	£	125		169			147
Parcel2Go (6)(14)(19)(25)	Equity Interest			—			—		—		3,605		4,237			3,247
Refine Intermediate, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		4.50	%		9.23	%	3/3/2027	$	1,094		1,077			1,094
Refine Intermediate, Inc. (3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver			—			—		9/3/2026	$	—		(76	)		—
Smartronix (2)(3)(5)(18)(19)	First Lien Senior Secured Loan - Revolver			—			—		11/23/2027	$	—		(106	)		(158	)
Smartronix (15)(19)(29)	First Lien Senior Secured Loan	L		6.00	%		10.17	%	11/23/2028	$	12,636		12,419			12,320
Spring Finco BV (6)(18)(19)	First Lien Senior Secured Loan	NIBOR		6.00	%		9.08	%	7/15/2029	NOK	503		51			51
Spring Finco BV (3)(6)(19)	First Lien Senior Secured Loan - Delayed Draw						—		7/15/2029	NOK	—		—			—
SumUp Holdings Luxembourg S.à.r.l. (6)(19)(32)	First Lien Senior Secured Loan	EURIBOR		8.50	%		10.48	%	2/17/2026	€	6,650		7,951			7,119
SumUp Holdings Luxembourg S.à.r.l. (6)(19)(32)	First Lien Senior Secured Loan	EURIBOR		8.50	%		10.48	%	2/17/2026	€	155		180			166
TEI Holdings Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	12/23/2026	$	36,044		35,902			36,044
TEI Holdings Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		5.75	%		10.47	%	12/23/2025	$	307		261			307
WCI Gigawatt Purchaser (15)(19)	First Lien Senior Secured Loan - Delayed Draw	L		5.75	%		10.48	%	11/19/2027	$	4,804		4,714			4,708
WCI Gigawatt Purchaser (3)(15)(19)	First Lien Senior Secured Loan - Revolver	L		5.75	%		10.04	%	11/19/2027	$	965		906			901
WCI Gigawatt Purchaser (15)(19)(29)	First Lien Senior Secured Loan	L		5.75	%		10.41	%	11/19/2027	$	1,447		1,420			1,418
Services: Business Total												$	168,916		$	169,053			15.1	%
Services: Consumer
MZR Aggregator (14)(19)(25)	Equity Interest			—			—		—		1		798			786
MZR Buyer, LLC (15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.75	%		11.72	%	12/21/2026	$	16,806		16,570			16,806
MZR Buyer, LLC (3)(5)(19)	First Lien Senior Secured Loan - Revolver			—			—		12/21/2026	$	—		(69	)		—
Surrey Bidco Limited (6)(7)(14)(17)(19)(26)	First Lien Senior Secured Loan	SONIA	7.00% PIK				8.97	%	5/11/2026	£	54		67			46
Zeppelin BidCo Pty Limited (6)(18)(19)	First Lien Senior Secured Loan	BBSY		5.00	%		7.89	%	6/28/2024	AUD	206		142			140
Services: Consumer Total												$	17,508		$	17,778			1.6	%
Telecommunications
DC Blox Inc. (14)(19)(25)	Equity Interest			—			—		—		124		—			—
DC Blox Inc. (14)(19)(25)	Preferred Equity			—			—		—		3,822		3,851			4,548
DC Blox Inc. (3)(15)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	L	2.00% (6.00% PIK)				11.74	%	3/22/2026	$	29,262		29,046			29,262
DC Blox Inc. (14)(19)(25)	Warrants			—			—		—		177		2			—
Meriplex Communications, Ltd. (16)(19)(29)	First Lien Senior Secured Loan	SOFR		5.00	%		9.42	%	7/17/2028	$	15,294		15,003			15,141
Meriplex Communications, Ltd. (3)(16)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.00	%		9.42	%	7/17/2028	$	3,304		3,189			3,181
Meriplex Communications, Ltd. (3)(16)(19)	First Lien Senior Secured Loan - Revolver	SOFR		5.00	%		9.42	%	7/17/2028	$	282		230			254
Telecommunications Total												$	51,321		$	52,386			4.7	%

36

						Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Transportation: Cargo
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		9.71	%	5/5/2025	$	5,913		5,869			5,913
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		9.71	%	5/5/2025	$	2,399		2,375			2,398
A&R Logistics, Inc. (15)(19)(29)	First Lien Senior Secured Loan	SOFR		6.00	%		9.71	%	5/5/2025	$	31,982		31,670			31,981
A&R Logistics, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.50	%		10.21	%	5/5/2025	$	2,688		2,673			2,688
A&R Logistics, Inc. (3)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		6.00	%		9.99	%	5/5/2025	$	361		255			361
ARL Holdings, LLC (14)(19)(25)	Equity Interest			—			—		—		—		445			635
ARL Holdings, LLC (14)(19)(25)	Equity Interest			—			—		—		9		9			1,045
Grammer Investment Holdings LLC (14)(19)(25)	Equity Interest			—			—		—		1,011		1,011			1,045
Grammer Investment Holdings LLC (14)(19)(25)	Warrants			—			—		—		122		—			125
Grammer Investment Holdings LLC (19)(25)	Preferred Equity			10.00	%		10.00	%	—		9		791			916
Grammer Purchaser, Inc. (15)(19)(29)	First Lien Senior Secured Loan	L		4.50	%		9.72	%	9/30/2024	$	3,830		3,768			3,830
Grammer Purchaser, Inc. (3)(15)(19)(29)	First Lien Senior Secured Loan - Revolver	SOFR		4.50	%		8.79	%	9/30/2024	$	516		516			516
Gulf Winds International (18)(19)(29)	First Lien Senior Secured Loan	SOFR		7.00	%		11.33	%	12/16/2028	$	26,625		25,828			25,826
Gulf Winds International (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver			—			—		12/16/2028	$	—		(158	)		(159	)
Omni Intermediate (3)(5)(15)(19)	First Lien Senior Secured Loan - Delayed Draw			—			—		11/23/2026	$	—		(4	)		—
Omni Intermediate (15)(19)(29)	First Lien Senior Secured Loan	SOFR		5.00	%		9.73	%	11/23/2026	$	1,175		1,166			1,175
Omni Intermediate (3)(19)	First Lien Senior Secured Loan - Revolver						—		11/30/2026	$	—		—			—
Omni Logistics, LLC (15)(19)	Second Lien Senior Secured Loan	SOFR		9.00	%		13.69	%	12/30/2027	$	8,770		8,686			8,771
REP Coinvest III- A Omni, L.P. (14)(19)(25)	Equity Interest		—				—		—		1,377		1,377			3,387
RoadOne (18)(19)(29)	First Lien Senior Secured Loan	SOFR		6.25	%		10.81	%	12/29/2028	$	19,289		18,711			18,711
RoadOne (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw			—			—		—	$	—		(85	)		(85	)
RoadOne (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SOFR		6.25	%		10.81	%	12/29/2028	$	998		866			866
Transportation: Cargo Total												$	105,769		$	109,945			9.9	%
Transportation: Consumer
Toro Private Investments II, L.P. (6)(14)(19)(25)	Equity Interest			—			—		—		3,090		3,090			1,066
Toro Private Investments II, L.P. (18)(26)	First Lien Senior Secured Loan	L	5.00% (1.75% PIK)				11.48	%	5/29/2026	$	6,756		5,297			4,645
Toro Private Investments II, L.P. (15)(26)	First Lien Senior Secured Loan	L	1.50% (7.25% PIK)				13.48	%	2/28/2025	$	401		399			402
Transportation: Consumer Total												$	8,786		$	6,113			0.5	%

37

						Interest			Maturity	Principal /					Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost			Value			NAV (4)
Non-Controlled/Non-Affiliate Investments
Wholesale
Abracon Group Holding, LLC. (18)(19)(29)	First Lien Senior Secured Loan	SOFR		5.90	%		10.48	%	7/6/2028	$	11,518		11,299			11,288
Abracon Group Holding, LLC. (2)(3)(5)(19)	First Lien Senior Secured Loan - Revolver			—			—		7/6/2028	$	—		(37	)		(40	)
Abracon Group Holding, LLC. (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		7/6/2028	$	—		(47	)		(101	)
Aramsco, Inc. (18)(19)(29)	First Lien Senior Secured Loan	L		5.25	%		9.63	%	8/28/2024	$	14,066		13,958			14,066
Aramsco, Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver	L		5.25	%		9.59	%	8/28/2024	$	677		654			677
Armor Group, LP (14)(19)(25)	Equity Interest		—				—		—		10		1,012			1,952
SureWerx (18)(19)	First Lien Senior Secured Loan	SOFR		6.75	%		11.30	%	12/28/2029	$	8,365		8,156			8,198
SureWerx (2)(3)(5)(19)	First Lien Senior Secured Loan - Delayed Draw		—				—		12/28/2029	$	—		(30	)		(20	)
SureWerx (3)(18)(19)	First Lien Senior Secured Loan - Revolver		—				—		12/28/2028	$	134		107			113
Wholesale Total												$	35,072		$	36,133			3.2	%
Non-Controlled/Non-Affiliate Investments Total												$	1,846,172		$	1,774,947			159.0	%

38

						Interest			Maturity		Principal /				Market		% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost		Value		NAV (4)
Non-Controlled/Affiliate Investments
Aerospace & Defense
Ansett Aviation Training (6)(10)(18)(19)	First Lien Senior Secured Loan	BBSY		4.69	%		8.00	%	9/24/2031		AUD	7,072		5,308		4,818
Ansett Aviation Training (6)(10)(14)(19)(25)	Equity Interest			—			—			—		5,119		3,842		5,310
Aerospace & Defense Total													$	9,150	$	10,128		0.9	%
Beverage, Food & Tobacco
ADT Pizza, LLC (10)(14)(19)(25)	Equity Interest			—			—			—		6,720		6,721		14,581
Beverage, Food & Tobacco Total													$	6,721	$	14,581		1.3	%
Energy: Oil & Gas
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Equity Interest			—			—			—		1,198		1		—
Blackbrush Oil & Gas, L.P. (10)(14)(19)(25)	Preferred Equity			—			—			—		38,505		11,777		30,785
Blackbrush Oil & Gas, L.P. (10)(15)(19)(26)(29)	First Lien Senior Secured Loan	L	5.00% (2.00% PIK)				10.18	%	9/3/2025		$	9,040		9,039		9,040
Energy: Oil & Gas Total													$	20,817	$	39,825		3.6	%
FIRE: Finance
BCC Middle Market CLO 2018-1, LLC (6)(10)(19)(25)	Structured Products			—			—		10/20/2030		$	25,635		24,050		22,763
Fire: Finance Total													$	24,050	$	22,763		2.0	%
Transportation: Consumer
Direct Travel, Inc. (10)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		8.50	%		13.23	%	10/2/2025		$	3,440		3,440		3,440
Direct Travel, Inc. (10)(15)(19)	First Lien Senior Secured Loan	SOFR		8.50	%		13.23	%	10/2/2025		$	58,721		58,721		58,721
Direct Travel, Inc. (10)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		8.50	%		13.23	%	10/2/2025		$	1,741		1,741		1,741
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan	SOFR		6.50	%		11.23	%	10/2/2025		$	4,841		4,841		4,841
Direct Travel, Inc. (10)(18)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		10.73	%	10/2/2025		$	202		202		202
Direct Travel, Inc. (3)(10)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		6.00	%		9.74	%	10/2/2025		$	4,125		4,125		4,125
Direct Travel, Inc. (10)(14)(19)(25)	Equity Interest			—			—		—			68		—		13,033
Transportation: Consumer Total													$	73,070	$	86,103		7.7	%
Non-Controlled/Affiliate Investments Total													$	133,808	$	173,400		15.5	%

39

						Interest			Maturity		Principal /				Market			% of
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost		Value			NAV (4)
Controlled Affiliate Investments
Aerospace & Defense
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(19)(20)(25)	Equity Interest			—			—			—		11,863		11,863		10,388
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(19)(20)	First Lien Senior Secured Loan			10.00	%		10.00	%	6/2/2023		$	8,013		8,013		6,400
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(19)(20)(25)	Equity Interest			—			—			—		1,116		1,116		—
Gale Aviation (Offshore) Co (6)(10)(11)(19)(25)	Equity Interest			—			—			—		90,450		90,450		91,326
Aerospace & Defense Total													$	111,442	$	108,114			9.7	%
Investment Vehicles
Bain Capital Senior Loan Program, LLC (6)(10)(11)(19)	Subordinated Note Investment Vehicles			10.00	%		10.00	%	12/27/2033		$	50,995		50,995		50,995
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Preferred Equity Interest Investment Vehicles			—			—			—		10		10		(644	)
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles			—			—			—		10		5,594		3,347
International Senior Loan Program, LLC (6)(10)(11)(15)(19)	Subordinated Note Investment Vehicles	L		8.00	%		11.74	%	2/22/2028		$	186,979		186,979		186,979
International Senior Loan Program, LLC (6)(10)(11)(25)	Equity Interest Investment Vehicles			—			—			—		62,337		59,365		62,630
Investment Vehicles Total													$	302,943	$	303,307			27.2	%
Transportation: Cargo
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25)	Equity Interest			—			—			—		25,264		25,573		27,209
Transportation: Cargo Total													$	25,573	$	27,209			2.4	%
Controlled Affiliate Investments Total													$	439,958	$	438,630			39.3	%
Investments Total													$	2,419,938	$	2,386,977			213.8	%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class (30)	Cash Equivalents			—			4.16	%		—	$	63,394		63,394		63,394
Cash Equivalents Total													$	63,394	$	63,394			5.7	%
Investments and Cash Equivalents Total													$	2,483,332	$	2,450,371			219.5	%

40

Forward Foreign Currency Exchange Contracts

					Unrealized
Currency Purchased	Currency Sold		Counterparty	Settlement Date	Appreciation(8)
US DOLLARS 291		EURO 220	Bank of New York Mellon	1/9/2023	$	56
US DOLLARS 37,234		POUND STERLING 31,000	Citibank	1/9/2023		(66	)
EURO 4,000		US DOLLARS 4,023	Citibank	1/9/2023		249
US DOLLARS 4,122		EURO 4,000	Citibank	1/9/2023		(150	)
US DOLLARS 11,848		POUND STERLING 9,890	Bank of New York Mellon	2/17/2023		(65	)
US DOLLARS 7,894		AUSTRALIAN DOLLARS 11,440	Bank of New York Mellon	3/3/2023		112
US DOLLARS 10,917		POUND STERLING 9,440	Bank of New York Mellon	3/3/2023		(458	)
US DOLLARS 1,804		CANADIAN DOLLAR 2,360	Bank of New York Mellon	3/3/2023		61
US DOLLARS 41,180		EURO 40,810	Bank of New York Mellon	3/3/2023		(2,575	)
US DOLLARS 1,777		POUND STERLING 1,530	Bank of New York Mellon	3/16/2023		(67	)
US DOLLARS 100		NORWEGIAN KRONE 1,240	Bank of New York Mellon	7/26/2023		11
US DOLLARS 6,138		POUND STERLING 5,000	Bank of New York Mellon	8/4/2023		96
US DOLLARS 448		AUSTRALIAN DOLLARS 240	Bank of New York Mellon	8/15/2023		285
US DOLLARS 3,094		EURO 2,920	Bank of New York Mellon	11/15/2023		(79	)
US DOLLARS 6,092		POUND STERLING 3,125	Bank of New York Mellon	11/17/2023		2,312
US DOLLARS 10,773		EURO 9,890	Bank of New York Mellon	5/17/2024		(47	)
US DOLLARS 11,215		POUND STERLING 9,000	Bank of New York Mellon	6/24/2024		341
US DOLLARS 3,143		EURO 3,000	Bank of New York Mellon	6/13/2025		(168	)
US DOLLARS 2,762		AUSTRALIAN DOLLARS 3,739	Bank of New York Mellon	7/28/2025		214
					$	62

(1)The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), Sterling Overnight Interbank Average Rate (“SONIA”), or the Prime Rate (“Prime” or “P”) and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, or Prime and the current weighted average interest rate in effect at December 31, 2022. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SONIA, or Prime interest rate floor.

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

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

(4)Percentages are based on the Company’s net assets (in thousands) of $1,116,391 as of December 31, 2022.

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

(6)The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022, non-qualifying assets totaled 26.01% of the Company’s total assets.

(7)Loan was on non-accrual status as of December 31, 2022.

(8)Unrealized appreciation on forward currency exchange contracts.

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

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

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

(12)Tick mark not used

(13)Tick mark not used

(14)Non-income producing.

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

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

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

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

41

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

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

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

(22)Tick mark not used

(23)Tick mark not used

(24)Tick mark not used

(25)Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $370,957 or 34.06% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment	Acquisition Date
ACAMS	3/10/2022
ADT Pizza, LLC	10/29/2018
Ansett Aviation Training	3/24/2022
Apollo Intelligence	6/1/2022
Appriss Holdings, Inc.	5/3/2021
AQ Software Corporation	12/10/2021
AQ Software Corporation	4/14/2022
AQ Software Corporation	12/29/2022
ARL Holdings, LLC	5/3/2019
Armor Group, LP	8/28/2018
Bain Capital Senior Loan Program, LLC	12/27/2021
BCC Jetstream Holdings Aviation (Off I), LLC	6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC	6/1/2017
BCC Middle Market CLO 2018-1, LLC	2/28/2022
Blackbrush Oil & Gas, L.P.	9/3/2020
Brook Bidco	7/8/2021
CB Titan Holdings, Inc.	5/1/2017
Marlin-Cobalt Aggregator, L.P.	12/15/2022
Darcy Partners	6/1/2022
BCC BCSF DCB Blocker LP Interest	5/16/2022
DC Blox Inc.	3/22/2021
DC Blox Inc.	3/23/2021
Direct Travel, Inc.	10/2/2020
Eagle Rock Capital Corporation	12/9/2021
East BCC Coinvest II, LLC	7/23/2019
Elevator Holdco Inc.	12/23/2019
Eleven Software	4/25/2022
Elk Parent Holdings, LP	11/1/2019
FCG Acquisitions, Inc.	1/24/2019
Fineline Technologies, Inc.	2/22/2021

42

Investment	Acquisition Date
Gale Aviation (Offshore) Co	1/2/2019
Gluware	10/15/2021
Grammer Investment Holdings LLC	10/1/2018
iBanFirst Facility	7/13/2021
Insigneo Financial Group LLC	8/1/2022
Insigneo Financial Group LLC	8/1/2022
International Senior Loan Program, LLC	2/22/2021
Kellstrom Aerospace Group, Inc	7/1/2019
Lightning Holdings B, LLC	1/2/2020
masLabor	7/1/2021
MZR Aggregator	12/22/2020
NPC International, Inc.	4/1/2021
Opus2	6/16/2021
Parcel2Go	7/15/2021
PPX	7/29/2021
Precision Ultimate Holdings, LLC	11/6/2019
REP Coinvest III- A Omni, L.P.	2/5/2021
Robinson Helicopter	6/30/2022
Service Master	8/16/2021
Superna Inc.	3/8/2022
Titan Cloud Software, Inc	11/4/2022
TLC Holdco LP	10/11/2019
Toro Private Investments II, L.P.	4/2/2019
Utimaco	6/28/2022
Ventiv Topco, Inc.	9/3/2019
WSP LP Interest	8/31/2021

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

(27)Asset is in an escrow liquidating trust.

(28)Tick mark not used

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

(30)Cash equivalents include $55,950 of restricted cash.

(31)Tick mark not used

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

See Notes to Consolidated Financial Statements

43

BAIN CAPITAL SPECIALTY FINANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

(Unaudited)

Note 1. Organization

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

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

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

Our operations comprise only a single reportable segment.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

44

Basis of Consolidation

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

Use of Estimates

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

Valuation of Portfolio Investments

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

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

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

With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:

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

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

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

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

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

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

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

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

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

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

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

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

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Securities Transactions, Revenue Recognition and Expenses

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

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

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

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

Expenses are recorded on an accrual basis.

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of September 30, 2023, there were four loans from three issuers on non-accrual. As of December 31, 2022, there were five loans from three issuers placed on non-accrual status.

Distributions

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

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The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax and pay a 4% tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the three months ended September 30, 2023 and 2022 we recorded an expense of $0.6 million and $0.0 million, respectively for U.S. federal excise tax. For the nine months ended September 30, 2023 and 2022 we recorded an expense of $1.9 million and $0.0 million, respectively for U.S. federal excise tax.

The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

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

Dividend Reinvestment Plan

The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Offering Costs

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

Cash, Restricted Cash, and Cash Equivalents

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

Foreign Currency Translation

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

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Forward Currency Exchange Contracts

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

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

Deferred Financing Costs and Debt Issuance Costs

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

Income Taxes

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

The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for federal income taxes is required in the consolidated financial statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through September 30, 2023 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2023. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. BCSF CFSH, LLC, BCSF CFS, LLC, and BCC Middle Market CLO 2019‑1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of September 30, 2023, the tax years that remain subject to examination are from 2019 forward.

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Recent Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued an ASU, ASU 2022-06, which includes amendments to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the reference rate reform relief in Topic 848. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its financial statements.

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The guidance is effective for interim and annual periods beginning after December 15, 2022. The adoption of ASU 2022-02 did not have a material impact on the consolidated financial statements.

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

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Note 3. Investments

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of September 30, 2023 (with corresponding percentage of total portfolio investments):

	As of September 30, 2023
		Amortized Cost		Percentage of Total Portfolio				Fair Value			Percentage of Total Portfolio
First Lien Senior Secured Loan	$		1,573,347		66.3	%	$		1,531,270			64.0	%
Second Lien Senior Secured Loan			87,884		3.7				85,286			3.6
Subordinated Debt			44,915		1.9				45,430			1.9
Structured Products			24,050		1.0				23,069			1.0
Preferred Equity			69,270		2.9				105,601			4.4
Equity Interest			209,518		8.8				229,791			9.6
Warrants			480		0.0				504			0.0
Subordinated Note Investment Vehicles (1)			302,973		12.7				302,974			12.7
Preferred Equity Interest Investment Vehicles (1)			10		0.0				(990	)		0.0
Equity Interest Investment Vehicles (1)			64,959		2.7				67,263			2.8
Total	$		2,377,406		100.0	%	$		2,390,198			100.0	%

(1)Represents debt and equity investment in ISLP and SLP (each as defined later).

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2022 (with corresponding percentage of total portfolio investments):

	As of December 31, 2022
	Amortized Cost		Percentage of Total Portfolio			Fair Value			Percentage of Total Portfolio
First Lien Senior Secured Loans	$	1,703,591		70.4	%	$	1,630,877			68.3	%
Second Lien Senior Secured Loans		98,120		4.1			93,950			3.9
Subordinated Debt		43,752		1.8			43,922			1.8
Structured Products		24,050		1.0			22,763			1.0
Preferred Equity		57,106		2.4			80,945			3.4
Equity Interests		189,896		7.8			210,689			8.8
Warrants		480		0.0			524			0.0
Subordinated Notes in Investment Vehicles (1)		237,974		9.8			237,974			10.0
Preferred Equity Interests in Investment Vehicles (1)		10		0.0			(644	)		0.0
Equity Interests in Investment Vehicles (1)		64,959		2.7			65,977			2.8
Total	$	2,419,938		100.0	%	$	2,386,977			100.0	%

(1)Represents debt and equity investment in ISLP and SLP (each as defined later).

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The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of September 30, 2023 (with corresponding percentage of total portfolio investments):

	As of September 30, 2023
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
USA	$		2,056,029		86.6	%	$		2,054,594		86.1	%
Cayman Islands			125,660		5.4				134,326		5.6
United Kingdom			60,456		2.5				58,011		2.4
Belgium			39,183		1.6				51,122		2.1
Australia			29,675		1.2				32,044		1.3
Germany			24,666		1.0				22,466		0.9
Ireland			19,294		0.8				19,045		0.8
Luxembourg			14,221		0.6				10,913		0.5
Canada			7,632		0.3				7,133		0.3
Guernsey			404		0.0				394		0.0
Sweden			186		0.0				150		0.0
Total	$		2,377,406		100.0	%	$		2,390,198		100.0	%

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2022 (with corresponding percentage of total portfolio investments):

	As of December 31, 2022
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
USA	$	2,113,220		87.3	%	$	2,076,143		87.0	%
Cayman Islands		116,023		4.8			118,535		5.0
United Kingdom		54,510		2.3			52,633		2.2
Australia		50,981		2.1			51,947		2.2
Belgium		14,126		0.6			18,779		0.8
Canada		19,004		0.8			18,754		0.8
Germany		17,608		0.7			17,882		0.7
Ireland		19,186		0.8			17,779		0.7
Luxembourg		8,131		0.3			7,285		0.3
Guernsey		6,573		0.3			6,687		0.3
Israel		340		0.0			344		0.0
Sweden		185		0.0			158		0.0
Netherlands		51		0.0			51		0.0
Total	$	2,419,938		100.0	%	$	2,386,977		100.0	%

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The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of September 30, 2023 (with corresponding percentage of total portfolio investments):

	As of September 30, 2023
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
Investment Vehicles (2)	$		367,942		15.4	%	$		369,247		15.5	%
Aerospace & Defense			348,047		14.6				334,556		14.1
High Tech Industries			246,448		10.4				244,939		10.2
Services: Business			157,085		6.6				165,967		6.9
Transportation: Cargo			112,370		4.7				124,956		5.2
Consumer Goods: Non-Durable			127,472		5.4				124,440		5.2
Transportation: Consumer			100,096		4.2				107,808		4.5
Healthcare & Pharmaceuticals			110,813		4.7				107,428		4.5
Construction & Building			78,562		3.3				79,119		3.3
Automotive			76,967		3.2				77,835		3.3
Consumer Goods: Durable			90,461		3.8				77,560		3.2
Telecommunications			76,308		3.2				77,322		3.2
Energy: Oil & Gas			52,942		2.2				75,588		3.2
FIRE: Finance (1)			60,808		2.6				59,519		2.5
FIRE: Insurance (1)			57,791		2.4				57,346		2.4
Environmental Industries			40,349		1.7				41,369		1.7
Hotel, Gaming & Leisure			39,762		1.7				39,084		1.6
Beverage, Food & Tobacco			25,052		1.1				33,545		1.4
Wholesale			32,821		1.4				32,966		1.4
Capital Equipment			31,871		1.3				31,256		1.3
Media: Diversified & Production			36,619		1.5				28,272		1.2
Media: Advertising, Printing & Publishing			27,470		1.2				27,842		1.2
Chemicals, Plastics & Rubber			16,614		0.7				16,220		0.7
Containers, Packaging & Glass			16,298		0.7				15,899		0.7
Services: Consumer			14,476		0.6				14,515		0.6
Retail			13,417		0.6				10,108		0.4
Consumer goods: Wholesale			8,554		0.4				5,726		0.2
Banking, Finance, Insurance & Real Estate			5,557		0.2				5,583		0.2
Media: Broadcasting & Subscription			2,854		0.1				2,818		0.1
Media: Publishing			1,580		0.1				1,365		0.1
Total	$		2,377,406		100.0	%	$		2,390,198		100.0	%

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

(2)Represents debt and equity investment in ISLP and SLP (each as defined later).

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The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2022 (with corresponding percentage of total portfolio investments):

	As of December 31, 2022
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Aerospace & Defense	$	379,100		15.7	%	$	364,629		15.2	%
Investment Vehicles (2)		302,943		12.5			303,307		12.7
High Tech Industries		271,044		11.2			268,283		11.2
Services: Business		168,916		7.0			169,053		7.1
Transportation: Cargo		131,342		5.4			137,154		5.7
Consumer Goods: Non-Durable		125,947		5.2			124,239		5.2
Construction & Building		122,480		5.1			118,977		5.0
Healthcare & Pharmaceuticals		101,609		4.2			98,450		4.1
Transportation: Consumer		81,856		3.4			92,216		3.9
Automotive		89,840		3.7			89,633		3.8
Energy: Oil & Gas		57,612		2.4			76,789		3.2
Consumer Goods: Durable		84,818		3.5			75,051		3.1
FIRE: Insurance (1)		58,741		2.4			58,558		2.5
Telecommunications		51,321		2.1			52,386		2.2
Retail		59,340		2.5			50,479		2.1
FIRE: Finance (1)		44,540		1.8			43,140		1.8
Wholesale		35,072		1.4			36,133		1.5
Media: Diversified & Production		36,646		1.5			32,854		1.4
Capital Equipment		31,248		1.3			30,379		1.3
Environmental Industries		28,488		1.2			28,623		1.2
Media: Advertising, Printing & Publishing		53,717		2.2			28,193		1.2
Hotel, Gaming & Leisure		28,406		1.2			27,605		1.2
Services: Consumer		17,508		0.7			17,778		0.7
Containers, Packaging & Glass		16,338		0.7			15,862		0.7
Beverage, Food & Tobacco		7,233		0.3			14,616		0.6
Chemicals, Plastics & Rubber		12,793		0.5			12,451		0.5
Consumer Goods: Wholesale		8,835		0.4			6,834		0.3
Hospitality Holdings		5,000		0.2			6,037		0.3
Banking, Finance, Insurance & Real Estate		4,260		0.2			4,265		0.2
Media: Broadcasting & Subscription		2,849		0.1			2,835		0.1
Media: Publishing		96		0.0			168		0.0
Total	$	2,419,938		100.0	%	$	2,386,977		100.0	%

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

(2)Represents debt and equity investment in ISLP and SLP (each as defined later).

International Senior Loan Program, LLC

On February 9, 2021, the Company and Pantheon ("Pantheon"), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. The Company and Pantheon committed to initially provide $138.3 million of debt and $46.1 million of equity capital, to ISLP. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Pursuant to the terms of the transaction, Pantheon invested $50.0 million to acquire a 29.5% stake in ISLP. The Company contributed debt investments of $317.1 million for a 70.5% stake in ISLP, and received a one-time gross distribution of $190.2 million in cash in consideration of contributing such investments. As of September 30, 2023, the Company’s investment in ISLP consisted of subordinated notes of $187.0 million, and equity interests of $65.2 million. As of December 31, 2022, the Company’s investment in ISLP consisted of subordinated notes of $187.0 million, and equity interests of $62.6 million.

54

As of September 30, 2023, the Company had commitments with respect to equity and subordinated note interests of ISLP in the aggregate amount of $249.3 million. The Company has contributed $249.3 million in capital and has $0.0 million in unfunded capital contributions. As of September 30, 2023, Pantheon had commitments with respect to their equity and subordinated note interests of ISLP in the aggregate amount of $103.9 million. Pantheon has contributed $103.9 million in capital and has $0.0 million in unfunded capital contributions.

As of December 31, 2022, the Company had commitments with respect to equity and subordinated note interests of ISLP in the aggregate amount of $249.3 million. The Company has contributed $249.3 million in capital and has $0.0 million in unfunded capital contributions. As of December 31, 2022, Pantheon had commitments with respect to their equity and subordinated note interests of ISLP in the aggregate amount of $103.9 million. Pantheon has contributed $103.9 million in capital and has $0.0 million in unfunded capital contributions.

In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to ISLP. Since inception, the Company has sold $910.8 million of its investments to ISLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.

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

As of September 30, 2023, ISLP had $661.6 million in debt and equity investments, at fair value. As of December 31, 2022, ISLP had $707.7 million in debt and equity investments, at fair value.

Additionally, ISLP, through a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 225 basis points with JP Morgan (“ISLP Credit Facility Tranche A”).

On February 4, 2022, ISLP entered into the second amended and restated credit agreement, which among other things formed an additional tranche (“ISLP Credit Facility Tranche B” and collectively with ISLP Credit Facility Tranche A, the “ISLP Credit Facilities”) with an initial financing limit of $50.0 million on May 31, 2022, and $200.0 million on August 31, 2022, bringing the total facility size to $500.0 million.

On June 30, 2023, ISLP entered into the third amendment and restated credit agreement, which among other things, replaced LIBOR with Term SOFR and consolidated Tranche A and Tranche B, with a size of $500.0 million.

On September 11, 2023, ISLP entered into the fourth amended and restated credit agreement, which among other things, extended the maturity to February 9, 2027, modified concentration limitations and changed the interest rate to SOFR (or an alternative risk-free interest rate index) plus 246 basis points.

As of September 30, 2023, the ISLP Credit Facility had $333.3 million of outstanding debt under the credit facility. As of December 31, 2022 the ISLP Credit Facility had $375.3 million of outstanding debt under the credit facility. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the nine months ended September 30, 2023 was 6.4%. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the year ended December 31, 2022 was 3.3%.

55

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

	As of			As of
	September 30, 2023			December 31, 2022
Total investments	$	661,558		$	707,683
Weighted average yield on investments		11.1	%		9.3	%
Number of borrowers in ISLP		37			38
Largest portfolio company investment	$	45,998		$	46,687
Total of five largest portfolio company investments	$	195,469		$	197,270
Unfunded commitments	$	12,564		$	14,212

56

Below is a listing of ISLP’s individual investments as of September 30, 2023:

International Senior Loan Program, LLC

Consolidated Schedule of Investments

As of September 30, 2023

						Interest			Maturity		Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost		Value		Equity (4)
Australian Dollar
Aerospace & Defense
Ansett Aviation Training (18)(19)	First Lien Senior Secured Loan	BBSY		4.69	%		8.83	%	9/24/2031		AUD	14,144		9,830		9,101
Ansett Aviation Training (14)(19)	Equity Interest	—		—			—			—	AUD	10,238		7,115		13,167
Aerospace & Defense Total													$	16,945	$	22,268		24.7	%
FIRE: Finance
FNZ UK Finco Limited (18)(19)	First Lien Senior Secured Loan	L		5.50	%		10.37	%	9/30/2026		AUD	7,660		4,937		4,929
FIRE: Finance Total													$	4,937	$	4,929		5.5	%
Healthcare & Pharmaceuticals
Datix Bidco Limited (18)(19)	First Lien Senior Secured Loan	BBSW		4.50	%		8.41	%	4/28/2025		AUD	4,169		3,294		2,683
Healthcare & Pharmaceuticals Total													$	3,294	$	2,683		3.0	%
Media: Advertising, Printing & Publishing
TGI Sport Bidco Pty Ltd (17)(19)(26)	First Lien Senior Secured Loan	BBSY	7.00% (1.00% PIK)				11.11	%	4/30/2026		AUD	9,730		7,040		6,261
Media: Advertising, Printing & Publishing Total													$	7,040	$	6,261		7.0	%
Services: Consumer
Zeppelin BidCo Pty Limited (18)(19)	First Lien Senior Secured Loan	BBSY		5.00	%		9.24	%	7/12/2024		AUD	20,415		16,109		13,137
Services: Consumer Total													$	16,109	$	13,137		14.5	%
Australian Dollar Total													$	48,325	$	49,278		54.7	%
British Pound
Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		11.44	%	6/24/2029		£	6,050		7,045		7,380
Reconomy (18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.25	%		11.44	%	6/24/2029		£	6,590		8,094		7,936
Environmental Industries Total													$	15,139	$	15,316		17.0	%
FIRE: Finance
Parmenion (15)(19)	First Lien Senior Secured Loan	SONIA		5.50	%		9.93	%	5/11/2029		£	29,070		35,233		35,462
FIRE: Finance Total													$	35,233	$	35,462		39.4	%
FIRE: Insurance
Paisley Bidco Limited (18)(19)	First Lien Senior Secured Loan - Revolver	SONIA		5.50	%		10.54	%	11/26/2028		£	6,346		8,019		7,853
FIRE: Insurance Total													$	8,019	$	7,853		8.7	%
Healthcare & Pharmaceuticals
Datix Bidco Limited (3)(18)(19)	First Lien Senior Secured Loan - Revolver	SONIA		4.50	%		9.69	%	10/28/2024		£	262		314		320
Datix Bidco Limited (18)(19)	Second Lien Senior Secured Loan	SONIA		7.75	%		11.93	%	4/27/2026		£	12,013		16,916		14,654
Healthcare & Pharmaceuticals Total													$	17,230	$	14,974		16.6	%

57

						Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
British Pound
High Tech Industries
Access (18)(19)	First Lien Senior Secured Loan	SONIA		5.00	%		10.19	%	6/4/2029	£	7,880		9,095		9,613
High Tech Industries Total												$	9,095	$	9,613		10.7	%
Media: Publishing
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SOFR		6.50	%		11.80	%	9/2/2029	£	5,172		6,073		5,821
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		11.18	%	6/29/2029	£	13,160		15,189		15,412
Media: Publishing Total												$	21,262	$	21,233		23.6	%
Services: Business
Brook Bidco (18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00% (4.25% PIK)				11.80	%	7/7/2028	£	23,538		31,807		28,714
Caribou Bidco Limited (18)(19)(26)	First Lien Senior Secured Loan	SONIA	5.25% (1.25% PIK)				11.43	%	1/29/2029	£	19,500		24,178		23,788
Caribou Bidco Limited (3)(18)(19)(26)	First Lien Senior Secured Loan - Delayed Draw	SONIA	5.25% (1.25% PIK)				11.43	%	1/29/2029	£	1,576		1,954		1,923
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00% (4.25% PIK)				12.06	%	7/7/2028	£	5,169		6,830		6,830
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00% (4.25% PIK)				12.06	%	7/7/2028	£	7,192		9,502		9,502
Opus2 (18)(19)	First Lien Senior Secured Loan	SONIA		5.03	%		10.22	%	5/5/2028	£	12,151		16,422		14,823
Parcel2Go (18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		11.19	%	7/15/2028	£	12,395		16,718		14,364
Parcel2Go (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		11.18	%	7/15/2028	£	3,825		5,094		4,266
Services: Business Total												$	112,505	$	104,210		115.8	%
Services: Consumer
Surrey Bidco Limited (7)(14)(17)(19)(26)	First Lien Senior Secured Loan	SONIA	7.00% PIK				11.46	%	5/11/2026	£	5,660		7,200		5,178
Services: Consumer Total												$	7,200	$	5,178		5.8	%
British Pound Total												$	225,683	$	213,839		237.6	%

58

							Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)		Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
Canadian Dollar
Media: Diversified & Production
9 Story Media Group Inc. (16)(19)	First Lien Senior Secured Loan	CDOR			5.25	%		10.75	%	4/30/2026	CAD	6,746		5,356		4,969
9 Story Media Group Inc. (3)(18)(19)	First Lien Senior Secured Loan - Revolver		—		—			—		4/30/2026	CAD	—		—		—
Media: Diversified & Production Total													$	5,356	$	4,969		5.5	%
Retail
New Look Vision Group (18)(19)	First Lien Senior Secured Loan	SOFR			5.75	%		11.29	%	5/26/2028	CAD	17,739		14,540		12,543
New Look Vision Group (15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR			5.50	%		11.01	%	5/26/2028	CAD	1,195		929		843
New Look Vision Group (18)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR			5.50	%		11.01	%	5/26/2028	CAD	2,289		1,640		1,618
Retail Total													$	17,109	$	15,004		16.7	%
Canadian Dollar Total													$	22,465	$	19,973		22.2	%
Danish Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	CIBOR			4.00	%		7.90	%	3/10/2025	DKK	56,429		9,231		8,001
High Tech Industries Total													$	9,231	$	8,001		8.9	%
Danish Krone Total													$	9,231	$	8,001		8.9	%
European Currency
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	EURIBOR			5.75	%		9.41	%	12/22/2027	€	9,306		9,395		9,544
Chemicals, Plastics & Rubber Total													$	9,395	$	9,544		10.6	%
Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	EURIBOR			6.00	%		9.97	%	6/24/2029	€	2,440		2,475		2,580
Environmental Industries Total													$	2,475	$	2,580		2.9	%
FIRE: Insurance
MRHT (15)(19)	First Lien Senior Secured Loan	EURIBOR			6.75	%		10.50	%	2/1/2029	€	12,000		12,967		12,561
Paisley Bidco Limited (6)(18)(19)	First Lien Senior Secured Loan - Revolver	EURIBOR			5.50	%		9.21	%	11/26/2028	€	3,178		3,367		3,360
FIRE: Insurance Total													$	16,334	$	15,921		17.7	%

59

						Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
European Currency
Healthcare & Pharmaceuticals
Mertus 522. GmbH (18)(19)	First Lien Senior Secured Loan	EURIBOR		7.00	%		11.14	%	5/28/2026	€	13,052		15,780		13,420
Mertus 522. GmbH (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.25	%		10.03	%	5/28/2026	€	22,244		26,906		22,871
Pharmathen (18)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.73	%		9.66	%	10/25/2028	€	13,492		15,012		14,265
Pharmathen (3)(18)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.73	%		9.66	%	10/25/2028	€	1,266		1,331		1,339
Healthcare & Pharmaceuticals Total												$	59,029	$	51,895		57.6	%
High Tech Industries
Onventis (15)(19)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR		7.50	%		11.47	%	1/12/2030	€	5,000		5,319		5,287
Utimaco (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.25	%		10.03	%	5/13/2029	€	8,250		8,340		8,287
High Tech Industries Total												$	13,659	$	13,574		15.1	%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		9.28	%	8/31/2028	€	2,619		2,951		2,769
Media: Broadcasting & Subscription Total												$	2,951	$	2,769		3.1	%
Media: Diversified & Production
9 Story Media Group Inc. (18)(19)	First Lien Senior Secured Loan	EURIBOR		5.25	%		9.03	%	4/30/2026	€	3,636		4,424		3,845
Aptus 1724 Gmbh (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.00	%		9.80	%	2/23/2028	€	35,000		41,281		36,173
Media: Diversified & Production Total												$	45,705	$	40,018		44.5	%
Services: Business
iBanFirst (19)(26)(32)	First Lien Senior Secured Loan	EURIBOR	10.00% PIK				13.95	%	7/13/2028	€	11,884		13,397		12,565
SumUp Holdings Luxembourg S.à.r.l. (19)(32)	First Lien Senior Secured Loan	EURIBOR		8.50	%		12.32	%	2/17/2026	€	30,900		35,472		32,671
Services: Business Total												$	48,869	$	45,236		50.2	%
European Currency Total												$	198,417	$	181,537		201.7	%
Norwegian Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	NIBOR		4.00	%		8.51	%	3/10/2025	NOK	73,280		8,651		6,851
High Tech Industries Total												$	8,651	$	6,851		7.6	%
Services: Business
Spring Finco BV (18)(19)	First Lien Senior Secured Loan	NIBOR		5.50	%		9.98	%	7/15/2029	NOK	174,360		16,601		16,301
Services: Business Total												$	16,601	$	16,301		18.1	%
Norwegian Krone Total												$	25,252	$	23,152		25.7	%

60

						Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Automotive
Cardo (17)(19)	First Lien Senior Secured Loan	L		5.50	%		11.08	%	5/12/2028	$	9,653		9,586		9,653
Automotive Total												$	9,586	$	9,653		10.7	%
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		11.43	%	12/22/2027	$	23,339		23,339		22,639
Chemicals, Plastics & Rubber Total												$	23,339	$	22,639		25.1	%
Consumer Goods: Non-durable
RoC Opco LLC (15)(19)	First Lien Senior Secured Loan	SOFR		7.60	%		12.99	%	2/25/2025	$	15,755		15,755		15,755
Consumer Goods: Non-durable Total												$	15,755	$	15,755		17.5	%
Consumer Goods: Durable
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	SOFR		9.00	%		14.56	%	3/31/2028	$	5,000		4,941		5,000
Consumer Goods: Durable Total												$	4,941	$	5,000		5.6	%
High Tech Industries
CB Nike IntermediateCo Ltd (3)(15)(19)	First Lien Senior Secured Loan - Revolver	—		—			—		10/31/2025	$	—		—		—
NearMap (18)(19)	First Lien Senior Secured Loan	SOFR		7.25	%		12.58	%	12/9/2029	$	11,800		11,585		11,800
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.81	%	5/13/2029	$	16,450		16,310		15,627
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.81	%	5/13/2029	$	8,550		8,477		8,123
High Tech Industries Total												$	36,372	$	35,550		39.5	%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	SOFR		5.76	%		11.06	%	8/31/2028	$	23,907		23,753		23,907
Media: Broadcasting and Subscription Total												$	23,753	$	23,907		26.6	%
Media: Diversified & Production
Aptus 1724 Gmbh (19)(21)	First Lien Senior Secured Loan	L		6.25	%		11.90	%	2/23/2028	$	10,000		9,950		9,825
Media: Diversified & Production Total												$	9,950	$	9,825		10.9	%

61

						Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Services: Business
Avalon Acquiror, Inc. (18)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.64	%	3/10/2028	$	11,850		11,760		11,642
Chamber Bidco Limited (17)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.31	%	6/7/2028	$	21,081		20,934		21,081
Smartronix (15)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		11.32	%	11/23/2028	$	10,835		10,727		10,726
Services: Business Total												$	43,421	$	43,449		48.2	%
U.S. Dollar Total												$	167,117	$	165,778		184.1	%
Total												$	696,490	$	661,558		734.9	%

62

Forward Foreign Currency Exchange Contracts

			Settlement	Unrealized
Currency Purchased	Currency Sold	Counterparty	Date	Appreciation(8)
US DOLLARS 17,258	BRITISH POUNDS 13,990	Goldman Sachs	07/18/2024	$	164
EURO 477	AUSTRALIAN DOLLARS 785	Morgan Stanley	01/17/2024		(1	)
EURO 3,061	AUSTRALIAN DOLLARS 4,980	Morgan Stanley	06/10/2025		82
US DOLLARS 1,837	AUSTRALIAN DOLLARS 2,735	Morgan Stanley	01/17/2024		66
US DOLLARS 13,555	AUSTRALIAN DOLLARS 19,560	Morgan Stanley	06/10/2025		784
EURO 259	BRITISH POUNDS 225	Morgan Stanley	01/24/2024		1
EURO 3,118	BRITISH POUNDS 2,840	Morgan Stanley	06/12/2025		(73	)
EURO 706	BRITISH POUNDS 610	Morgan Stanley	11/28/2023		5
BRITISH POUNDS 1,630	US DOLLARS 2,090	Morgan Stanley	11/28/2023		(100	)
US DOLLARS 1,795	BRITISH POUNDS 1,410	Morgan Stanley	01/24/2024		73
US DOLLARS 311	BRITISH POUNDS 250	Morgan Stanley	02/13/2024		6
US DOLLARS 1,199	BRITISH POUNDS 960	Morgan Stanley	02/14/2024		27
US DOLLARS 13,374	BRITISH POUNDS 10,983	Morgan Stanley	06/10/2025		(40	)
US DOLLARS 3,187	BRITISH POUNDS 2,540	Morgan Stanley	11/28/2023		87
EURO 426	CANADIAN DOLLARS 619	Morgan Stanley	03/25/2024		(5	)
US DOLLARS 1,778	CANADIAN DOLLARS 2,400	Morgan Stanley	03/25/2024		(1	)
EURO 1,614	US DOLLARS 1,790	Morgan Stanley	01/09/2025		(44	)
EURO 666	US DOLLARS 740	Morgan Stanley	06/18/2025		(14	)
US DOLLARS 960	EURO 890	Morgan Stanley	01/17/2024		12
US DOLLARS 604	EURO 560	Morgan Stanley	02/13/2024		7
US DOLLARS 818	EURO 755	Morgan Stanley	02/14/2024		13
US DOLLARS 1,616	EURO 1,470	Morgan Stanley	11/15/2023		57
EURO 889	AUSTRALIAN DOLLARS 1,400	Standard Chartered	01/17/2024		39
EURO 1,803	AUSTRALIAN DOLLARS 2,872	Standard Chartered	07/18/2024		65
US DOLLARS 3,774	AUSTRALIAN DOLLARS 5,435	Standard Chartered	01/17/2024		253
US DOLLARS 1,395	AUSTRALIAN DOLLARS 2,040	Standard Chartered	01/17/2024		74
US DOLLARS 7,048	AUSTRALIAN DOLLARS 11,118	Standard Chartered	07/18/2024		(188	)
EURO 4,582	BRITISH POUNDS 4,130	Standard Chartered	07/18/2024		(129	)
EURO 818	BRITISH POUNDS 710	Standard Chartered	12/19/2023		3
US DOLLARS 1,484	BRITISH POUNDS 1,140	Standard Chartered	01/17/2024		92
US DOLLARS 1,000	BRITISH POUNDS 840	Standard Chartered	06/10/2025		(26	)
US DOLLARS 4,601	BRITISH POUNDS 3,690	Standard Chartered	12/19/2023		96
EURO 321	CANADIAN DOLLARS 480	Standard Chartered	07/18/2024		(13	)
US DOLLARS 1,390	CANADIAN DOLLARS 1,860	Standard Chartered	07/18/2024		10
EURO 919	DANISH KRONE 6,844	Standard Chartered	07/18/2024		(1	)
US DOLLARS 3,988	DANISH KRONE 26,496	Standard Chartered	07/18/2024		164
EURO 824	NORWEGIAN KRONE 9,517	Standard Chartered	07/18/2024		(17	)
EURO 16,565	US DOLLARS 18,170	Standard Chartered	01/09/2025		(251	)
EURO 18,034	US DOLLARS 20,330	Standard Chartered	07/18/2024		(976	)
US DOLLARS 2,580	EURO 2,340	Standard Chartered	07/18/2024		68
EURO 2,285	US DOLLARS 2,504	Standard Chartered	01/17/2024		(72	)
EURO 940	US DOLLARS 1,042	Standard Chartered	07/18/2024		(33	)
EURO 3,120	US DOLLARS 3,521	Standard Chartered	07/18/2024		(173	)
US DOLLARS 4,132	EURO 3,730	Standard Chartered	01/17/2024		162
US DOLLARS 24,515	EURO 22,640	Standard Chartered	01/17/2024		419
US DOLLARS 29,878	EURO 29,700	Standard Chartered	07/18/2024		(1,996	)
US DOLLARS 3,566	NORWEGIAN KRONE 36,843	Standard Chartered	07/18/2024		77
				$	(1,247	)

(1)The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate ("BBSW"), the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P"), the Sterling Overnight Index Average ("SONIA") and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at September 30, 2023. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

(2)Tick mark not used

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

63

(4)Percentages are based on the ISLP's net assets (in thousands) of $90,018 as of September 30, 2023.

(5)Tick mark not used

(6)Tick mark not used

(7)Loan was on non-accrual status as of September 30, 2023.

(8)Unrealized appreciation on forward currency exchange contracts.

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

(10)Tick mark not used

(11)Tick mark not used

(12)Tick mark not used

(13)Tick mark not used

(14)Non-income producing.

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

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

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

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

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

(20)Tick mark not used

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

(22)Tick mark not used

(23)Tick mark not used

(24)Tick mark not used

(25)Tick mark not used

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

(27)Tick mark not used

(28)Tick mark not used

(29)Tick mark not used

(30)Tick mark not used

(31)Tick mark not used

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

64

Below is a listing of ISLP’s individual investments as of December 31, 2022:

International Senior Loan Program, LLC

Consolidated Schedule of Investments

As of December 31, 2022

						Interest			Maturity		Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date		Shares (9)		Cost		Value		Equity (4)
Australian Dollar
Aerospace & Defense
Ansett Aviation Training (18)(19)	First Lien Senior Secured Loan	BBSY		4.69	%		8.00	%	9/24/2031		AUD	14,144		9,830		9,636
Ansett Aviation Training (14)(19)	Equity Interest			—			—			—		10,238		7,115		10,620
Aerospace & Defense Total													$	16,945	$	20,256		23.2	%
FIRE: Finance
FNZ UK Finco Limited (18)(19)	First Lien Senior Secured Loan	L		5.00	%		8.06	%	9/30/2026		AUD	7,660		4,902		5,219
FIRE: Finance Total													$	4,902	$	5,219		6.0	%
Healthcare & Pharmaceuticals
Datix Bidco Limited (18)(19)	First Lien Senior Secured Loan	BBSW		4.50	%		8.07	%	4/28/2025		AUD	4,169		3,292		2,841
Healthcare & Pharmaceuticals Total													$	3,292	$	2,841		3.3	%
Media: Advertising, Printing & Publishing
TGI Sport Bidco Pty Ltd (17)(19)	First Lien Senior Secured Loan	BBSW		7.00	%		10.07	%	4/30/2026		AUD	9,658		6,963		6,580
Media: Advertising, Printing & Publishing Total													$	6,963	$	6,580		7.6	%
Services: Consumer
Zeppelin BidCo Pty Limited (18)(19)	First Lien Senior Secured Loan	BBSY		5.00	%		7.89	%	6/28/2024		AUD	20,415		16,084		13,909
Services: Consumer Total													$	16,084	$	13,909		16.0	%
Australian Dollar Total													$	48,186	$	48,805		56.1	%
British Pound
Environmental Industries
Reconomy (15)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		9.68	%	6/24/2029		£	6,050		7,045		7,310
Environmental Industries Total													$	7,045	$	7,310		8.4	%
FIRE: Finance
Parmenion (15)(19)	First Lien Senior Secured Loan	SONIA		5.75	%		8.68	%	5/11/2029		£	32,300		39,084		39,028
FIRE: Finance Total													$	39,084	$	39,028		44.8	%
Healthcare & Pharmaceuticals
Datix Bidco Limited (19)	First Lien Senior Secured Loan - Revolver	SONIA		4.50	%		6.69	%	10/28/2024		£	963		1,086		1,163
Datix Bidco Limited (18)(19)	Second Lien Senior Secured Loan	SONIA		7.75	%		9.94	%	4/27/2026		£	12,013		16,916		14,515
Healthcare & Pharmaceuticals Total													$	18,002	$	15,678		18.0	%

65

						Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
British Pound
High Tech Industries
Access (18)(19)	First Lien Senior Secured Loan	SONIA		5.25	%		8.68	%	6/4/2029	£	7,880		9,084		9,521
High Tech Industries Total												$	9,084	$	9,521		10.9	%
Media: Diversified & Production
International Entertainment Investments Limited (18)(19)	First Lien Senior Secured Loan	SONIA		4.75	%		7.71	%	11/30/2025	£	8,753		12,316		10,576
Media: Diversified & Production Total												$	12,316	$	10,576		12.2	%
Media: Publishing
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		6.25	%		7.44	%	6/29/2029	£	5,172		6,022		6,249
OGH Bidco Limited (18)(19)	First Lien Senior Secured Loan	SOFR+		6.25	%		8.53	%	6/29/2029	£	13,160		15,170		15,901
Media: Publishing Total												$	21,192	$	22,150		25.5	%
Services: Business
Caribou Bidco Limited (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		7.19	%	1/29/2029	£	1,576		1,952		1,905
Caribou Bidco Limited (18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		7.19	%	1/29/2029	£	19,500		24,151		23,562
Comet Bidco Limited (18)	First Lien Senior Secured Loan	SONIA		5.25	%		5.29	%	9/30/2024	£	7,362		9,711		6,173
Brook Bidco (18)(19)(26)	First Lien Senior Secured Loan	SONIA	3.00% (4.25% PIK)				10.16	%	7/7/2028	£	22,066		29,929		26,661
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	L	7.25% PIK				10.56	%	7/7/2028	£	4,812		6,424		5,815
Learning Pool (16)(19)(26)	First Lien Senior Secured Loan	L	7.25% PIK				10.56	%	7/7/2028	£	6,695		8,934		8,090
Opus2 (18)(19)	First Lien Senior Secured Loan	SONIA		5.00	%		7.96	%	5/5/2028	£	12,151		16,379		14,682
Parcel2Go (3)(18)(19)	First Lien Senior Secured Loan - Delayed Draw	SONIA		6.00	%		8.93	%	7/15/2028	£	3,825		5,089		4,423
Parcel2Go (18)(19)	First Lien Senior Secured Loan	SONIA		6.00	%		9.43	%	7/15/2028	£	12,395		16,675		14,602
Services: Business Total												$	119,244	$	105,913		121.7	%
Services: Consumer
Surrey Bidco Limited (7)(14)(17)(19)(26)	First Lien Senior Secured Loan	SONIA	7.00% PIK				8.97	%	5/11/2026	£	5,353		7,215		4,527
Services: Consumer Total												$	7,215	$	4,527		5.2	%
British Pound Total												$	233,182	$	214,703		246.7	%

66

						Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
Canadian Dollar
Media: Diversified & Production
9 Story Media Group Inc. (3)(19)	First Lien Senior Secured Loan - Revolver			—			—		4/30/2026	CAD	—		—		—
9 Story Media Group Inc. (16)(19)	First Lien Senior Secured Loan	CDOR		5.25	%		9.98	%	4/30/2026	CAD	6,798		5,397		5,016
Media: Diversified & Production Total												$	5,397	$	5,016		5.8	%
Retail
New Look Vision Group (19)	First Lien Senior Secured Loan	CDOR		5.50	%		10.38	%	5/26/2028	CAD	17,875		14,631		12,660
New Look Vision Group (19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.38	%	5/26/2028	CAD	2,306		1,650		1,633
New Look Vision Group (3)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	CDOR		5.50	%		10.38	%	5/26/2028	CAD	1,198		934		746
Retail Total												$	17,215	$	15,039		17.3	%
Canadian Dollar Total												$	22,612	$	20,055		23.1	%
Danish Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	CIBOR		4.00	%		6.03	%	3/10/2025	DKK	56,429		9,231		8,122
High Tech Industries Total												$	9,231	$	8,122		9.3	%
Danish Krone Total												$	9,231	$	8,122		9.3	%
European Currency
Chemicals, Plastics, & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	EURIBOR		5.75	%		8.04	%	12/22/2027	€	9,353		9,425		9,637
Chemicals, Plastics, & Rubber Total												$	9,425	$	9,637		11.1	%
Environmental Industries
Reconomy (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.00	%		8.20	%	6/24/2029	€	2,440		2,475		2,612
Environmental Industries Total												$	2,475	$	2,612		3.0	%
FIRE: Insurance
MRHT (18)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		7.06	%	7/26/2028	€	21,335		24,551		22,839
MRHT (18)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		7.41	%	7/26/2028	€	9,900		9,941		10,598
Paisley Bidco Limited (18)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.50	%		7.11	%	11/26/2028	€	3,178		3,367		3,402
FIRE: Insurance Total												$	37,859	$	36,839		42.3	%

67

						Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
European Currency
Healthcare & Pharmaceuticals
Mertus 522. GmbH (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.25	%		8.11	%	5/28/2026	€	12,999		15,705		13,638
Mertus 522. GmbH (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.25	%		8.69	%	5/28/2026	€	22,244		26,873		23,335
Pharmathen (19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.75	%		8.48	%	10/25/2028	€	13,492		14,973		14,299
Pharmathen (3)(19)	First Lien Senior Secured Loan- Revolver	EURIBOR		5.73	%		8.48	%	10/25/2028	€	778		791		806
Healthcare & Pharmaceuticals Total												$	58,342	$	52,078		59.8	%
High Tech Industries
Utimaco (18)(19)	First Lien Senior Secured Loan	EURIBOR		6.00	%		7.95	%	5/13/2029	€	8,250		8,330		8,832
High Tech Industries Total												$	8,330	$	8,832		10.1	%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	EURIBOR		5.50	%		7.45	%	8/31/2028	€	2,619		2,951		2,804
Media: Broadcasting & Subscription Total												$	2,951	$	2,804		3.2	%
Media: Diversified & Production
9 Story Media Group Inc. (18)(19)	First Lien Senior Secured Loan	EURIBOR		5.25	%		7.20	%	4/30/2026	€	3,665		4,458		3,923
Aptus 1724 Gmbh (19)(21)	First Lien Senior Secured Loan	EURIBOR		6.00	%		7.98	%	2/23/2028	€	35,000		41,137		36,812
Media: Diversified & Production Total												$	45,595	$	40,735		46.9	%
Services: Business
iBanFirst (19)(26)(32)	First Lien Senior Secured Loan		10.00% PIK				10.00	%	7/13/2028	€	10,856		12,258		11,622
SumUp Holdings Luxembourg S.à.r.l. (19)(32)	First Lien Senior Secured Loan	EURIBOR		8.50	%		10.48	%	2/17/2026	€	30,900		35,419		33,078
Services: Business Total												$	47,677	$	44,700		51.4	%
European Currency Total												$	212,654	$	198,237		227.8	%
Norwegian Krone
High Tech Industries
VPARK BIDCO AB (16)(19)	First Lien Senior Secured Loan	NIBOR		4.00	%		7.12	%	3/10/2025	NOK	73,280		8,651		7,475
High Tech Industries Total												$	8,651	$	7,475		8.6	%
Services: Business
Spring Finco BV (18)(19)	First Lien Senior Secured Loan	NIBOR		6.00	%		9.08	%	7/15/2029	NOK	48,840		4,810		4,982
Services: Business Total												$	4,810	$	4,982		5.7	%
Norwegian Krone Total												$	13,461	$	12,457		14.3	%

68

						Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Automotive
Cardo (17)(19)	First Lien Senior Secured Loan	L		5.00	%		10.21	%	5/12/2028	$	9,653		9,575		9,653
Automotive Total												$	9,575	$	9,653		11.1	%
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		8.99	%	12/22/2027	$	23,516		23,516		22,634
Chemicals, Plastics & Rubber Total												$	23,516	$	22,634		26.0	%
Consumer goods: Non-durable
RoC Opco LLC (15)(19)	First Lien Senior Secured Loan	L		8.00	%		12.73	%	2/25/2025	$	15,878		15,878		15,878
Consumer goods: Non-durable Total												$	15,878	$	15,878		18.2	%
Consumer goods: Durable
Stanton Carpet (15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.77	%	3/31/2028	$	5,000		4,932		5,000
Consumer goods: Durable Total												$	4,932	$	5,000		5.7	%
Healthcare & Pharmaceuticals
Golden State Buyer, Inc. (16)(19)	First Lien Senior Secured Loan	L		4.75	%		8.92	%	6/21/2026	$	14,086		14,035		13,453
Healthcare & Pharmaceuticals Total												$	14,035	$	13,453		15.5	%
High Tech Industries
CB Nike IntermediateCo Ltd (3)(19)	First Lien Senior Secured Loan - Revolver			—			—		10/31/2025	$	—		—		—
CB Nike IntermediateCo Ltd (15)(19)	First Lien Senior Secured Loan	L		4.75	%		9.16	%	10/31/2025	$	34,016		34,016		34,016
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		10.06	%	5/13/2029	$	16,450		16,292		16,450
Utimaco (18)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		10.06	%	5/13/2029	$	8,550		8,468		8,550
High Tech Industries Total												$	58,776	$	59,016		67.9	%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	8/31/2028	$	23,907		23,729		23,907
Media: Broadcasting and Subscription Total												$	23,729	$	23,907		27.5	%
Media: Diversified & Production
Aptus 1724 Gmbh (19)(21)	First Lien Senior Secured Loan	L		6.25	%		10.97	%	2/23/2028	$	10,000		9,941		9,875
Media: Diversified & Production Total												$	9,941	$	9,875		11.3	%

69

						Interest			Maturity	Principal /				Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Shares (9)		Cost		Value		Equity (4)
U.S. Dollar
Services: Business
Avalon Acquiror, Inc. (15)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		10.83	%	3/10/2028	$	11,940		11,833		11,821
Chamber Bidco Limited (17)(19)	First Lien Senior Secured Loan	L		5.50	%		9.28	%	6/7/2028	$	23,423		23,234		23,423
Smartronix (15)(19)	First Lien Senior Secured Loan	L		6.00	%		10.17	%	11/23/2028	$	10,917		10,795		10,644
Services: Business Total												$	45,862	$	45,888		52.7	%
U.S. Dollar Total												$	206,244	$	205,304		235.9	%
Total												$	745,570	$	707,683		813.2	%

70

Forward Foreign Currency Exchange Contracts

				Unrealized
Currency Purchased	Currency Sold	Counterparty	Settlement Date	Appreciation(8)
EURO 1,827	AUSTRALIAN DOLLARS 2,872	Morgan Stanley	1/18/2023	$	3
EURO 3,201	AUSTRALIAN DOLLARS 4,980	Morgan Stanley	3/15/2023		45
EURO 756	CANADIAN DOLLARS 1,029	Standard Chartered	1/18/2023		49
EURO 479	CANADIAN DOLLARS 640	Morgan Stanley	3/27/2023		41
EURO 889	DANISH KRONE 6,612	Standard Chartered	1/18/2023		—
EURO 796	BRITISH POUNDS 710	Standard Chartered	6/14/2023		2
EURO 2,045	BRITISH POUNDS 1,800	Morgan Stanley	2/17/2023		22
EURO 4,740	BRITISH POUNDS 4,130	Morgan Stanley	1/18/2023		95
EURO 1,099	BRITISH POUNDS 940	Morgan Stanley	2/17/2023		41
EURO 823	NORWEGIAN KRONE 8,589	Standard Chartered	1/18/2023		7
EURO 2,530	US DOLLARS 2,610	Morgan Stanley	1/9/2023		98
EURO 2,009	US DOLLARS 2,035	Morgan Stanley	1/18/2023		111
EURO 940	US DOLLARS 952	Morgan Stanley	1/18/2023		52
EURO 24,252	US DOLLARS 24,060	Standard Chartered	1/18/2023		1,856
EURO 8,460	US DOLLARS 8,330	Morgan Stanley	1/9/2023		706
AUSTRALIAN DOLLARS 4,980	US DOLLARS 3,394	Morgan Stanley	2/17/2023		(5	)
CANADIAN DOLLARS 2,610	US DOLLARS 1,923	Standard Chartered	1/18/2023		5
US DOLLARS 7,014	AUSTRALIAN DOLLARS 11,118	Morgan Stanley	1/18/2023		(533	)
US DOLLARS 16,512	AUSTRALIAN DOLLARS 24,280	Morgan Stanley	2/17/2023		4
US DOLLARS 1,801	CANADIAN DOLLARS 2,456	Morgan Stanley	3/27/2023		(14	)
US DOLLARS 2,902	CANADIAN DOLLARS 3,981	Standard Chartered	1/18/2023		(38	)
US DOLLARS 3,412	DANISH KRONE 25,600	Standard Chartered	1/18/2023		(267	)
US DOLLARS 5,084	EURO 5,150	Morgan Stanley	1/9/2023		(416	)
US DOLLARS 29,446	EURO 29,700	Morgan Stanley	1/18/2023		(2,291	)
US DOLLARS 940	EURO 954	Standard Chartered	1/18/2023		(80	)
US DOLLARS 21,972	EURO 20,740	Standard Chartered	3/9/2023		(274	)
US DOLLARS 1,585	EURO 1,488	Standard Chartered	1/18/2023		(5	)
US DOLLARS 1,194	EURO 1,120	Standard Chartered	3/9/2023		(7	)
US DOLLARS 6,411	BRITISH POUNDS 5,650	Morgan Stanley	2/17/2023		(393	)
US DOLLARS 18,142	BRITISH POUNDS 15,997	Goldman Sachs	1/18/2023		(1,111	)
US DOLLARS 5,938	BRITISH POUNDS 4,970	Morgan Stanley	2/17/2023		(68	)
US DOLLARS 2,418	BRITISH POUNDS 2,000	Standard Chartered	6/14/2023		4
US DOLLARS 885	BRITISH POUNDS 720	Standard Chartered	3/15/2023		18
US DOLLARS 3,160	NORWEGIAN KRONE 33,250	Standard Chartered	1/18/2023		(217	)
				$	(2,560	)

(1)The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), or the Prime Rate (“Prime” or “P”), the Sterling Overnight Index Average (“SONIA”) and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at December 31, 2022. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

(2)Tick mark not used

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

(4)Percentages are based on the ISLP's net assets (in thousands) of $87,029 as of December 31, 2022.

(5)Tick mark not used

(6)Tick mark not used

(7)Tick mark not used

71

(8)Unrealized appreciation on forward currency exchange contracts.

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

(10)Tick mark not used

(11)Tick mark not used

(12)Tick mark not used

(13)Tick mark not used

(14)Tick mark not used

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

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

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

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

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

(20)Tick mark not used

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

(22)Tick mark not used

(23)Tick mark not used

(24)Tick mark not used

(25)Tick mark not used

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

(27)Tick mark not used

(28)Tick mark not used

(29)Tick mark not used

(30)Tick mark not used

(31)Tick mark not used

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

72

Below is the financial information for ISLP:

Selected Balance Sheet Information

	As of		As of
	September 30, 2023		December 31, 2022
Investments at fair value (amortized cost of $696,490 and $745,570, respectively)	$	661,558	$	707,683
Cash and cash equivalents		8,317		12,242
Foreign cash (cost of $15,048 and $10,274, respectively)		14,675		10,279
Collateral on foreign currency exchange contracts		4,304		2,624
Capital contributions receivable		—		13,162
Deferred financing costs (net of accumulated amortization of $1,771 and $1,150, respectively)		3,410		2,759
Interest receivable on investments		11,249		7,617
Unrealized appreciation on forward currency contracts		1,104		1,053
Other receivable		—		59
Total assets	$	704,617	$	757,478
Debt	$	333,313	$	375,260
Subordinated notes payable to members		261,390		262,022
Payable for investments purchased		—		10,456
Interest payable on debt		5,230		3,785
Interest payable on subordinated notes		9,048		13,118
Unrealized depreciation on forward currency exchange contracts		2,351		3,613
Dividend payable		2,655		2,195
Accounts payable and accrued expenses		612		—
Total liabilities	$	614,599	$	670,449
Members’ equity		90,018		87,029
Total liabilities and members’ equity	$	704,617	$	757,478

Selected Statements of Operations Information

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Investment income
Interest income	$	18,965		$	11,275		$	54,314		$	28,912
Total investment income		18,965			11,275			54,314			28,912
Expenses
Interest and debt financing expenses		6,500			3,485			18,189			7,249
Interest expense on members subordinated notes		9,046			5,745			26,203			14,072
General and administrative expenses		765			660			2,327			1,822
Total expenses		16,311			9,890			46,719			23,143
Net investment income		2,654			1,385			7,595			5,769
Net realized and unrealized gains (losses)
Net realized loss on investments		(1,967	)		(525	)		(5,124	)		(2,420	)
Net realized gain on foreign currency transactions		2,579			2,966			1,012			5,774
Net realized gain on forward contracts		77			4,894			95			7,030
Net unrealized gain on foreign currencies		9,454			21,883			1,869			41,380
Net change in unrealized appreciation on forward contracts		2,596			(587	)		1,314			2,168
Net change in unrealized appreciation on investments		(16,065	)		(31,496	)		2,956			(64,466	)
Net gain (loss) on investments		(3,326	)		(2,865	)		2,122			(10,534	)
Net increase (decrease) in members’ equity resulting from operations	$	(672	)	$	(1,480	)	$	9,717		$	(4,765	)

73

Bain Capital Senior Loan Program, LLC

On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC ("SLP"), an unconsolidated joint venture. Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. Amberstone’s initial capital commitments to SLP are $179.0 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Through these capital contributions, SLP acquired 70% of the membership equity interests of the Company’s 2018‑1 portfolio (“2018‑1”). The Company retained 30% of the 2018‑1 membership equity interests as a non-controlling equity interest. As of September 30, 2023, the Company’s investment in SLP consisted of subordinated notes of $116.0 million, preferred equity interests of ($1.0) million and equity interests of $2.0 million. As of December 31, 2022, the Company’s investment in SLP consisted of subordinated notes of $51.0 million, preferred equity interests of ($0.6) million and equity interests of $3.3 million.

In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to SLP. Since inception, the Company has sold $917.6 million of its investments to SLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.

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

On March 7, 2022, SLP acquired 70% of the Company’s membership interests of BCC Middle Market CLO 2018‑1 LLC (the “2018‑1 Issuer”). The Company received $56.1 million in proceeds resulting in a realized gain of $1.2 million, which is included in net realized gain in non-controlled/non-affiliate investments. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale. Through this acquisition, the 2018‑1 Issuer became a consolidated subsidiary of SLP and was deconsolidated from the Company’s consolidated financial statements. The Company retained the remaining 30% of the 2018‑1 membership interests as a non-controlling equity interest. Please see Note 6 for additional details on the formation of the 2018‑1 Issuer and the related CLO Transaction.

On June 15, 2023, the Company entered into a First Supplemental Indenture (“2018-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2018-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.

The Class A‑1 A, A‑1 B, A‑2, B and C 2018‑1 Notes (the “2018‑1 Notes”) are scheduled to mature on October 20, 2030 and are included in SLP’s consolidated financial statements. The membership interests are eliminated in consolidation on SLP’s consolidated financial statements. Below is a table summary of the 2018‑1 Notes as of September 30, 2023:

						Interest Rate at
2018-1 Notes	Principal Amount		Spread above Index			September 30, 2023
Class A-1 A	$	148,523		1.55	% + 3 Month SOFR		7.14	%
Class A-1 B		32,460		1.80	% + 3 Month SOFR		7.39	%
Class A-2		55,100		2.15	% + 3 Month SOFR		7.74	%
Class B		29,300		3.00	% + 3 Month SOFR		8.59	%
Class C		30,400		4.00	% + 3 Month SOFR		9.59	%
Total 2018-1 Notes	$	295,783

74

On August 24, 2022, SLP, through a wholly-owned subsidiary, entered into a $225.0 million senior secured revolving credit facility which bears interest at SOFR plus 210 basis points with Wells Fargo, subject to leverage and borrowing base restrictions (the “MM_22_2 Credit Facility”). The maturity date of the MM_22_2 Credit Facility is August 24, 2025. As of December 31, 2022 the MM_22_2 Credit Facility had $113.7 million of outstanding debt under the credit facility. As of December 31, 2022, the effective rate on the MM_22_2 Credit Facility was 6.4% per annum. On August 9, 2023, the MM_22_2 Credit Facility was terminated.

On August 9, 2023, (the "2023-1 Closing Date"), SLP, through BCC Middle Market CLO 2023‑1 LLC (the “2023‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of the SLP, completed a $400.0 million term debt securitization (the "2023-1 CLO Transaction"). The Class A, B-1, B-2, C, D, and E 2023-1 notes issued in connection with the CLO Transaction (the "2023-1 Notes") are secured by a diversified portfolio of the 2023-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the "2023-1 Portfolio"). At the 2023-1 Closing Date, the 2023-1 Portfolio was comprised of assets transferred from the SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2023-1 CLO Transaction.

The 2023‑1 Notes are scheduled to mature on July 20, 2035 and are included in SLP’s consolidated financial statements. The membership interests are eliminated in consolidation on SLP’s consolidated financial statements. Below is a table summary of the 2023-1 Notes as of September 30, 2023:

						Interest Rate at
2023-1 Notes	Principal Amount		Spread above Index			September 30, 2023
Class A Notes	$	234,000		2.55	% + SOFR		7.97	%
Class B-1 Notes		29,000		3.80	% + SOFR		9.22	%
Class B-2		9,000		7.50	%		7.50	%
Class C Notes		32,000		4.50	% + SOFR		9.97	%
Class D Notes		24,000		6.65	% + SOFR		12.07	%
Class E Notes		24,000		9.84	% + SOFR		15.26	%
Total 2023-1 Notes		352,000
Membership Interests		45,636	Non-interest bearing			Not applicable
Total	$	397,636

On September 27, 2023, SLP, through a wholly-owned subsidiary, entered into a $140.0 million senior secured revolving credit facility which bears interest at SOFR plus 285 basis points with NatWest Markets PLC, subject to leverage and borrowing base restrictions (the “MM_23_3 Credit Facility”). The maturity date of the MM_23_3 Credit Facility is September 27, 2027. As of September 30, 2023 the MM_23_3 Credit Facility had $60 million of outstanding debt under the credit facility. As of September 30, 2023, the effective rate on the MM_23_3 Credit Facility was 8.2% per annum.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding as of September 30, 2023 was 7.3%. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the year ended December 31, 2022 was 4.3%.

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

	As of			As of
	September 30, 2023			December 31, 2022
Total investments	$	826,495		$	546,654
Weighted average yield on investments		11.8	%		10.6	%
Number of borrowers in SLP		60			48
Largest portfolio company investment	$	32,365		$	23,016
Total of five largest portfolio company investments	$	148,285		$	111,597
Unfunded commitments	$	1,628		$	1,838

75

Below is a listing of SLP’s individual investments as of September 30, 2023:

Senior Loan Program, LLC

Consolidated Schedule of Investments

As of September 30, 2023

						Interest			Maturity					Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Aerospace & Defense
Robinson Helicopter (12)(15)(19)(34)(35)	First Lien Senior Secured Loan - Revolver	SOFR		6.50	%		11.92	%	6/30/2028	$	31,404		31,025		31,404
Saturn Purchaser Corp. (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		5.60	%		10.92	%	7/23/2029	$	21,362		21,265		21,362
Whitcraft-Paradigm (18)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.32	%	2/28/2029	$	9,950		9,857		9,950
Aerospace & Defense Total												$	62,147	$	62,716		314.4	%
Automotive
Cardo (12)(17)(19)	First Lien Senior Secured Loan	LIBOR		5.50	%		11.08	%	5/12/2028	$	10,800		10,800		10,800
Gills Point S (15)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.38	%	5/15/2029	$	9,975		9,975		9,975
Intoxalock (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.75	%		11.92	%	11/1/2028	$	17,143		16,989		17,143
JHCC Holdings, LLC (34)(35)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.25	%		10.79	%	9/9/2025	$	8,268		8,186		8,268
JHCC Holdings, LLC (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.79	%	9/9/2025	$	16,488		16,331		16,488
Automotive Total												$	62,281	$	62,674		314.1	%
Banking, Finance, Insurance & Real Estate
Morrow Sodali Global LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.63	%		11.05	%	4/25/2028	$	7,860		7,767		7,781
Banking, Finance, Insurance & Real Estate Total												$	7,767	$	7,781		39.0	%
Chemicals, Plastics & Rubber
Hultec (15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.25	%		11.79	%	3/31/2029	$	6,467		6,282		6,240
V Global Holdings LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.43	%	12/22/2027	$	20,166		20,066		19,561
Chemicals, Plastics & Rubber Total												$	26,348	$	25,801		129.3	%
Construction & Building
YLG Holdings, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.00	%		10.47	%	10/31/2025	$	20,401		20,401		20,401
Construction & Building Total												$	20,401	$	20,401		102.3	%
Consumer Goods: Durable
New Milani Group LLC (15)(19)(35)	First Lien Senior Secured Loan	SOFR		5.50	%		10.92	%	6/6/2024	$	9,948		9,948		9,948
Stanton Carpet (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.00	%		14.56	%	3/31/2028	$	5,000		4,924		5,000
TLC Purchaser, Inc. (12)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	2.00% (6.25% PIK)				13.64	%	10/13/2025	$	10,382		9,745		8,124
Consumer Goods: Durable Total												$	24,617	$	23,072		115.6	%
Consumer Goods: Non-Durable
FL Hawk Intermediate Holdings, Inc. (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.26	%		14.65	%	8/22/2028	$	5,486		5,486		5,486
RoC Opco LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		7.60	%		12.99	%	2/25/2025	$	8,685		8,685		8,685
Solaray, LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.50	%		12.01	%	12/15/2023	$	10,552		10,552		10,077
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		11.04	%	3/26/2026	$	6,478		6,478		6,218
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		11.04	%	3/26/2026	$	6,270		6,270		6,019
Consumer Goods: Non-Durable Total												$	37,471	$	36,485		182.9	%

76

						Interest			Maturity					Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Consumer Goods: Wholesale
WSP (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.25	%		11.67	%	4/27/2027	$	5,636		5,568		4,903
Consumer Goods: Wholesale Total												$	5,568	$	4,903		24.6	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		6.00	%		11.63	%	12/29/2027	$	22,877		22,687		22,190
Iris Holding, Inc. (17)(34)	First Lien Senior Secured Loan	SOFR		4.75	%		10.22	%	6/28/2028	$	9,900		9,509		9,246
Containers, Packaging & Glass Total												$	32,196	$	31,436		157.6	%
Energy: Oil & Gas
Amspec Services, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.29	%	7/2/2024	$	19,616		19,616		19,616
Blackbrush Oil & Gas, L.P. (12)(15)(19)(26)	First Lien Senior Secured Loan	LIBOR	5.00% (2.00% PIK)				12.65	%	9/3/2025	$	4,483		4,483		4,483
Energy: Oil & Gas Total												$	24,099	$	24,099		120.8	%
FIRE: Finance
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.50	%		10.92	%	12/23/2026	$	2,117		2,117		2,075
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.92	%	12/23/2026	$	8,366		8,366		8,199
FIRE: Finance Total												$	10,483	$	10,274		51.5	%
FIRE: Insurance
Margaux Acquisition Inc. (16)(19)(34)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.75	%		11.29	%	12/19/2024	$	9,035		9,035		9,035
Margaux Acquisition Inc. (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.29	%	12/19/2024	$	11,283		11,283		11,283
Simplicity (18)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.25	%		11.79	%	12/2/2026	$	19,900		19,349		19,403
FIRE: Insurance Total												$	39,667	$	39,721		199.1	%
Healthcare & Pharmaceuticals
Apollo Intelligence (12)(18)(19)(35)	First Lien Senior Secured Loan	SOFR		5.75	%		11.12	%	6/1/2028	$	10,692		10,607		10,692
CPS Group Holdings, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.79	%	3/3/2025	$	19,653		19,617		19,653
SunMed Group Holdings, LLC (12)(16)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.99	%	6/16/2028	$	9,557		9,557		9,557
Healthcare & Pharmaceuticals Total												$	39,781	$	39,902		200.0	%
High Tech Industries
AMI US Holdings Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		5.35	%		10.67	%	4/1/2025	$	66		66		66
AMI US Holdings Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.35	%		10.67	%	4/1/2025	$	2,791		2,791		2,791
AMI US Holdings Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		5.35	%		10.67	%	4/1/2025	$	143		143		143
AMI US Holdings Inc. (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.35	%		10.67	%	4/1/2025	$	6,042		6,042		6,042
Applitools (19)(32)	First Lien Senior Secured Loan	SOFR		6.25	%		11.57	%	5/25/2029	$	10,688		10,596		10,474
Drilling Info Holdings, Inc (12)(18)(34)	First Lien Senior Secured Loan	SOFR		4.25	%		9.67	%	7/30/2025	$	20,262		19,928		19,641
NearMap (18)(19)	First Lien Senior Secured Loan	SOFR		7.25	%		12.58	%	12/9/2029	$	10,000		9,817		10,000
Superna Inc. (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.50	%		11.90	%	3/6/2028	$	33,539		33,163		32,365
Ventiv Holdco, Inc. (12)(15)(19)(26)	First Lien Senior Secured Loan	SOFR	5.50% (1.50% PIK)				12.39	%	9/3/2025	$	9,840		9,840		9,741
High Tech Industries Total												$	92,386	$	91,263		457.4	%

77

						Interest			Maturity					Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (12)(18)(19)	Second Lien Senior Secured Loan	SOFR		7.61	%		12.94	%	2/1/2027	$	6,000		5,677		5,745
Concert Golf Partners Holdco (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.50	%		11.25	%	3/30/2029	$	20,540		20,202		20,540
Pyramid Global Hospitality (15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		8.00	%		13.33	%	1/19/2027	$	15,920		15,503		15,920
Saltoun (12)(18)(19)	First Lien Senior Secured Loan	—		13.75	%		13.75	%	4/11/2028	$	11,074		11,051		9,579
Hotel, Gaming & Leisure Total												$	52,433	$	51,784		259.6	%
Retail
New Look (Delaware) Corporation (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.50	%		11.04	%	5/26/2028	$	9,579		9,232		9,196
Thrasio, LLC (7)(12)(15)(19)	First Lien Senior Secured Loan	SOFR		7.00	%		12.65	%	12/18/2026	$	9,085		9,085		5,906
Retail Total												$	18,317	$	15,102		75.7	%
Services: Business
Avalon Acquiror, Inc. (12)(18)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.25	%		11.64	%	3/10/2028	$	32,465		32,198		31,896
Refine Intermediate, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		4.50	%		9.99	%	3/3/2027	$	19,712		19,712		19,712
Smartronix (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.32	%	11/23/2028	$	12,969		12,771		12,839
TEI Holdings Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.25	%		10.67	%	12/23/2026	$	19,082		19,082		19,082
WCI Gigawatt Purchaser (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.50	%		11.14	%	11/19/2027	$	20,485		20,233		20,281
WCI Gigawatt Purchaser (15)(19)(35)	First Lien Senior Secured Loan - Delayed Draw	SOFR		5.50	%		11.14	%	11/19/2027	$	4,804		4,713		4,756
AMCP Clean Acquisition Company, LLC (18)(35)	First Lien Senior Secured Loan	SOFR		4.40	%		9.82	%	7/10/2025	$	8,297		7,672		7,455
AMCP Clean Acquisition Company, LLC (18)(35)	First Lien Senior Secured Loan - Delayed Draw	SOFR		4.40	%		9.82	%	7/10/2025	$	1,651		1,526		1,483
Services: Business Total												$	117,907	$	117,504		589.0	%
Services: Consumer
Eagle Parent Corp (12)(16)	First Lien Senior Secured Loan	SOFR		4.25	%		9.64	%	4/2/2029	$	3,318		3,310		3,234
MZR Buyer, LLC (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.75	%		12.17	%	12/21/2026	$	27,584		27,520		27,584
Services: Consumer Total												$	30,830	$	30,818		154.5	%
Telecommunications
Meriplex Communications, Ltd. (16)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		5.00	%		10.42	%	7/17/2028	$	14,964		14,769		14,964
Taoglas (15)(19)(34)	First Lien Senior Secured Loan	SOFR		7.00	%		12.39	%	2/28/2029	$	9,950		9,857		9,701
Telecommunications Total												$	24,626	$	24,665		123.6	%
Transportation: Cargo
A&R Logistics, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.15	%	5/5/2025	$	20,533		20,533		20,533
Grammer Purchaser, Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		4.50	%		10.02	%	9/30/2024	$	207		207		207
Grammer Purchaser, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		4.50	%		9.99	%	9/30/2024	$	3,428		3,428		3,428
Gulf Winds International (18)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		7.10	%		12.42	%	12/16/2028	$	14,267		13,959		14,267
Omni Intermediate (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.00	%		10.42	%	11/23/2026	$	7,177		7,177		7,177
Omni Logistics, LLC (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.15	%		14.54	%	12/30/2027	$	5,000		5,000		5,050
RoadOne (19)(34)	First Lien Senior Secured Loan	SOFR		6.25	%		11.72	%	12/29/2028	$	6,987		6,798		6,987
Transportation: Cargo Total												$	57,102	$	57,649		288.9	%
Transportation: Consumer
PrimeFlight Acquisition LLC (12)(15)(19)(34)(35)	First Lien Senior Secured Loan	SOFR		6.85	%		12.18	%	5/1/2029	$	19,950		19,374		19,751
Transportation: Consumer Total												$	19,374	$	19,751		98.9	%
Wholesale
Abracon Group Holding, LLC. (18)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		11.21	%	7/6/2028	$	11,882		11,688		10,961
Aramsco, Inc. (12)(18)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		11.17	%	8/28/2024	$	9,410		9,410		9,410
SureWerx (18)(19)(34)	First Lien Senior Secured Loan	SOFR		6.75	%		12.14	%	12/28/2029	$	8,323		8,133		8,323
Wholesale Total												$	29,231	$	28,694		143.8	%
Total												$	835,032	$	826,495		4142.6	%

78

(1)The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate ("BBSW"), the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P"), the Sterling Overnight Index Average ("SONIA") and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at September 30, 2023. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

(2)Tick mark not used

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

(4)Percentages are based on the SLP’s net assets (in thousands) of $19,951 as of September 30, 2023.

(5)Tick mark not used

(6)Tick mark not used

(7)Loan was on non-accrual status as of September 30, 2023.

(8)Tick mark not used

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

(10)Tick mark not used

(11)Tick mark not used

(12)Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer.

(13)Tick mark not used

(14)Tick mark not used

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

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

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

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

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

(20)Tick mark not used

(21)Tick mark not used

(22)Tick mark not used

(23)Tick mark not used

(24)Tick mark not used

(25)Tick mark not used

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

(27)Tick mark not used

(28)Tick mark not used

(29)Tick mark not used

(30)Tick mark not used

(31)Tick mark not used

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

(33)Tick mark not used

(34)Assets or a portion thereof are pledged as collateral for the 2023-1 Issuer.

(35)Assets or a portion thereof are pledged as collateral for the MM_23_3 Credit Facility.

79

Below is a listing of SLP’s individual investments as of December 31, 2022:

Senior Loan Program, LLC

Consolidated Schedule of Investments

As of December 31, 2022

						Interest			Maturity					Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Aerospace & Defense
Robinson Helicopter (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.50	%		10.92	%	6/30/2028	$	22,515		22,059		22,177
Saturn Purchaser Corp. (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.60	%		8.54	%	7/23/2029	$	12,000		11,886		12,000
Whitcraft LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		7.00	%		11.73	%	4/3/2023	$	10,683		10,603		10,683
Aerospace & Defense Total												$	44,548	$	44,860		194.7	%
Automotive
Cardo (12)(17)(19)	First Lien Senior Secured Loan	L		5.00	%		10.21	%	5/12/2028	$	10,800		10,800		10,800
Intoxalock (15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.75	%		11.18	%	11/1/2028	$	10,000		9,901		9,900
JHCC Holdings, LLC (12)(15)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	9/9/2025	$	7,521		7,521		7,351
Automotive Total												$	28,222	$	28,051		121.7	%
Banking, Finance, Insurance & Real Estate
Morrow Sodali Global LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.00	%		9.21	%	4/25/2028	$	7,939		7,830		7,820
Banking, Finance, Insurance & Real Estate Total												$	7,830	$	7,820		33.9	%
Chemicals, Plastics & Rubber
V Global Holdings LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.75	%		8.99	%	12/22/2027	$	20,319		20,201		19,557
Chemicals, Plastics & Rubber Total												$	20,201	$	19,557		84.9	%
Construction & Building
YLG Holdings, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.00	%		9.93	%	10/31/2025	$	10,534		10,534		10,534
Construction & Building Total												$	10,534	$	10,534		45.7	%
Consumer Goods: Durable
Stanton Carpet (12)(15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.77	%	3/31/2028	$	5,000		4,913		5,000
TLC Purchaser, Inc. (12)(15)(19)(26)	First Lien Senior Secured Loan	L	6.25% (2.00% PIK)				11.02	%	10/13/2025	$	9,976		9,097		7,806
Consumer Goods: Durable Total												$	14,010	$	12,806		55.6	%
Consumer Goods: Non-Durable
FL Hawk Intermediate Holdings, Inc. (12)(15)(19)	Second Lien Senior Secured Loan	L		9.00	%		13.73	%	8/22/2028	$	6,000		6,000		6,000
RoC Opco LLC (12)(15)(19)	First Lien Senior Secured Loan	L		8.00	%		12.73	%	2/25/2025	$	8,753		8,753		8,753
Solaray, LLC (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		10.43	%	9/9/2023	$	10,637		10,637		10,584
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	3/26/2026	$	6,527		6,526		6,136
WU Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.50	%		10.23	%	3/26/2026	$	6,319		6,319		5,940
Consumer Goods: Non-Durable Total												$	38,235	$	37,413		162.3	%

80

						Interest			Maturity					Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Consumer Goods: Wholesale
WSP Initial Term Loan (12)(15)(19)	First Lien Senior Secured Loan	L		6.25	%		10.63	%	4/27/2027	$	6,125		6,036		5,589
Consumer Goods: Wholesale Total												$	6,036	$	5,589		24.3	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34)	First Lien Senior Secured Loan	L		6.00	%		10.38	%	12/29/2027	$	23,051		22,827		22,763
Iris Holding, Inc. (17)(34)	First Lien Senior Secured Loan	SOFR		4.75	%		8.94	%	6/28/2028	$	9,975		9,519		9,097
Containers, Packaging & Glass Total												$	32,346	$	31,860		138.2	%
Energy: Oil & Gas
Amspec Services, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	7/2/2024	$	9,771		9,771		9,771
Blackbrush Oil & Gas, L.P. (12)(15)(19)(26)	First Lien Senior Secured Loan	L	5.00% (2.00% PIK)				10.18	%	9/3/2025	$	4,416		4,416		4,416
Energy: Oil & Gas Total												$	14,187	$	14,187		61.6	%
FIRE: Finance
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR		4.75	%		9.17	%	12/23/2026	$	2,133		2,133		2,069
Allworth Financial Group, L.P. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		4.75	%		9.17	%	12/23/2026	$	8,431		8,431		8,178
FIRE: Finance Total												$	10,564	$	10,247		44.5	%
FIRE: Insurance
Margaux Acquisition Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.75	%		9.49	%	12/19/2024	$	10,451		10,451		10,451
FIRE: Insurance Total												$	10,451	$	10,451		45.4	%
Healthcare & Pharmaceuticals
Apollo Intelligence (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		9.93	%	6/1/2028	$	10,692		10,594		10,692
CPS Group Holdings, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.75	%		10.48	%	3/3/2025	$	9,776		9,776		9,728
SunMed Group Holdings, LLC (12)(16)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	6/16/2028	$	9,630		9,630		9,028
Healthcare & Pharmaceuticals Total												$	30,000	$	29,448		127.8	%
High Tech Industries
AMI US Holdings Inc. (3)(12)(19)	First Lien Senior Secured Loan - Revolver								4/1/2024		—		—		—
AMI US Holdings Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.25	%		9.63	%	4/1/2025	$	8,903		8,903		8,903
Drilling Info Holdings, Inc (12)(18)	First Lien Senior Secured Loan	L		4.25	%		8.63	%	7/30/2025	$	10,774		10,693		10,397
Superna Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.50	%		11.24	%	3/6/2028	$	21,614		21,423		21,182
Ventiv Holdco, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		5.50	%		10.18	%	9/3/2025	$	9,797		9,797		9,626
High Tech Industries Total												$	50,816	$	50,108		217.5	%

81

						Interest			Maturity					Market		% of Members'
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (9)		Cost		Value		Equity (4)
U.S. Dollars
Hotel, Gaming & Leisure
Aimbridge Acquisition Co., Inc. (12)(18)(19)	Second Lien Senior Secured Loan	L		7.50	%		11.62	%	2/1/2027	$	6,000		5,605		5,700
Concert Golf Partners Holdco (12)(16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.50	%		10.28	%	3/30/2029	$	20,696		20,309		20,696
Saltoun (12)(18)(19)	First Lien Senior Secured Loan			11.00	%		11.00	%	4/11/2028	$	10,419		10,393		10,106
Hotel, Gaming & Leisure Total												$	36,307	$	36,502		158.4	%
Retail
Batteries Plus Holding Corporation (12)(15)(19)	First Lien Senior Secured Loan	L		6.75	%		11.13	%	6/30/2023	$	10,500		10,500		10,500
Thrasio, LLC (12)(15)	First Lien Senior Secured Loan	L		7.00	%		11.17	%	12/18/2026	$	13,046		13,046		11,562
Retail Total												$	23,546	$	22,062		95.7	%
Services: Business
Avalon Acquiror, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.25	%		10.83	%	3/10/2028	$	22,686		22,482		22,459
Refine Intermediate, Inc. (12)(15)(19)(34)	First Lien Senior Secured Loan	L		4.50	%		9.23	%	3/3/2027	$	20,800		20,800		20,800
Smartronix (12)(15)(19)	First Lien Senior Secured Loan	L		6.00	%		10.17	%	11/23/2028	$	13,068		12,839		12,742
TEI Holdings Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		5.75	%		10.48	%	12/23/2026	$	9,238		9,238		9,238
WCI Gigawatt Purchaser (12)(15)(19)(34)	First Lien Senior Secured Loan	L		5.75	%		10.41	%	11/19/2027	$	20,694		20,393		20,280
Services: Business Total												$	85,752	$	85,519		371.1	%
Services: Consumer
Eagle Parent Corp (12)(16)	First Lien Senior Secured Loan	SOFR		4.25	%		8.83	%	4/2/2029	$	3,344		3,334		3,291
MZR Buyer, LLC (12)(15)(19)(34)	First Lien Senior Secured Loan	SOFR		6.75	%		11.72	%	12/21/2026	$	23,016		23,016		23,016
Services: Consumer Total												$	26,350	$	26,307		114.2	%
Telecommunications
Conterra Ultra Broadband Holdings, Inc. (15)(34)	First Lien Senior Secured Loan	SOFR		4.75	%		9.18	%	4/27/2027	$	3,802		3,691		3,668
Meriplex Communications, Ltd. (16)(19)(34)	First Lien Senior Secured Loan	SOFR		5.00	%		9.42	%	7/17/2028	$	12,000		11,774		11,880
Telecommunications Total												$	15,465	$	15,548		67.5	%
Transportation: Cargo
A&R Logistics, Inc. (12)(15)(19)	First Lien Senior Secured Loan	SOFR		6.00	%		9.71	%	5/5/2025	$	10,668		10,668		10,668
Grammer Purchaser, Inc. (3)(12)(15)(19)	First Lien Senior Secured Loan - Revolver	SOFR		4.50	%		8.79	%	9/30/2024	$	207		207		207
Grammer Purchaser, Inc. (12)(15)(19)	First Lien Senior Secured Loan	L		4.50	%		9.72	%	9/30/2024	$	3,463		3,463		3,463
Omni Intermediate (15)(19)(34)	First Lien Senior Secured Loan	SOFR		5.00	%		9.73	%	11/23/2026	$	7,232		7,232		7,232
Omni Logistics, LLC (12)(15)(19)	Second Lien Senior Secured Loan	SOFR		9.00	%		13.69	%	12/30/2027	$	5,000		5,000		5,000
Transportation: Cargo Total												$	26,570	$	26,570		115.3	%
Wholesale
Abracon Group Holding, LLC. (18)(19)(34)	First Lien Senior Secured Loan	SOFR		5.90	%		10.48	%	7/6/2028	$	11,970		11,745		11,731
Aramsco, Inc. (12)(18)(19)	First Lien Senior Secured Loan	L		5.25	%		9.63	%	8/28/2024	$	9,484		9,484		9,484
Wholesale Total												$	21,229	$	21,215		92.1	%
Total												$	553,199	$	546,654		2372.4	%

82

(1)The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR”), the Bank Bill Swap Rate ("BBSW"), the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P"), the Sterling Overnight Index Average ("SONIA") and Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, SOFR, or Prime and the current weighted average interest rate in effect at December 31, 2022. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, SOFR, or Prime interest rate floor.

(2)Tick mark not used

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

(4)Percentages are based on the SLP's net assets (in thousands) of $23,042 as of December 31, 2022.

(5)Tick mark not used

(6)Tick mark not used

(7)Tick mark not used

(8)Unrealized appreciation on forward currency exchange contracts.

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

(10)Tick mark not used

(11)Tick mark not used

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

(13)Tick mark not used

(14)Tick mark not used

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

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

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

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

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

(20)Tick mark not used

(21)Tick mark not used

(22)Tick mark not used

(23)Tick mark not used

(24)Tick mark not used

(25)Tick mark not used

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

(27)Tick mark not used

(28)Tick mark not used

(29)Tick mark not used

(30)Tick mark not used

(31)Tick mark not used

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

(33)Tick mark not used

(34)Assets or a portion thereof are pledged as collateral for the 2022-1 Issuer. See Note 6 “Debt”.

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Below is the financial information for SLP:

Selected Balance Sheet Information

	As of			As of
	September 30, 2023			December 31, 2022
Investments at fair value (amortized cost of $835,032 and $553,199, respectively)	$	826,495		$	546,654
Cash		8,273			4,590
Restricted cash and cash equivalents		127,387			56,013
Prepaid expenses		4,837			5,190
Deferred financing costs		700			—
Interest receivable on investments		6,457			3,380
Other receivable		2,913			—
Total assets	$	977,062		$	615,827
Interest payable on debt	$	9,331		$	6,118
Interest payable on subordinated notes		5,929			2,607
Debt (net of unamortized debt issuance costs of $4,746 and $1,349, respectively)		703,037			478,051
Subordinated notes payable to members		232,000			102,000
Distributions payable		5,700			3,631
Accounts payable and accrued expenses		1,114			378
Total liabilities	$	957,111		$	592,785
Members’ equity (deficit)		(1,803	)		860
Noncontrolling interests		21,754			22,182
Total members' equity	$	19,951		$	23,042
Total liabilities and members’ equity	$	977,062		$	615,827

Selected Statement of Operations Information

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Investment income
Interest income	$	25,002		$	10,202		$	62,658		$	20,013
Total investment income		25,002			10,202			62,658			20,013
Expenses
Interest and debt financing expenses		12,329			4,249			29,185			7,703
Interest expense on members subordinated notes		5,929			2,003			13,396			4,448
Professional fees and other expenses		1,164			881			2,896			1,351
Total expenses		19,422			7,133			45,477			13,502
Net investment income		5,580			3,069			17,181			6,511
Net realized and unrealized gains (losses)
Net realized gain (loss) on investments		(952	)		10			(879	)		21
Net change in unrealized appreciation on investments		1,383			(2,225	)		(1,992	)		(6,267	)
Net gain (loss) on investments		431			(2,215	)		(2,871	)		(6,246	)
Net increase from operations		6,011			854			14,310			265
Less: net decrease attributable to noncontrolling interests		(1,055	)		—			(3,517	)		—
Net increase in partners' capital from operations	$	4,956		$	854		$	10,793		$	265

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Note 4. Fair Value Measurements

Fair Value Disclosures

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of September 30, 2023, according to the fair value hierarchy:

	Fair Value Measurements
		Level 1			Level 2			Level 3			Measured at Net Asset Value (2)				Total
Investments:
First Lien Senior Secured Loan	$	—		$		26,689	$		1,504,581	$	—			$		1,531,270
Second Lien Senior Secured Loan		—			—				85,286		—					85,286
Subordinated Debt		—			—				45,430		—					45,430
Structured Products		—			—				23,069		—					23,069
Preferred Equity		—			—				105,601		—					105,601
Equity Interest		—			—				229,791		—					229,791
Warrants		—			—				504		—					504
Subordinated Note Investment Vehicles (1)		—			—				302,974		—					302,974
Preferred Equity Interest Investment Vehicles (1)		—			—			—				(990	)			(990	)
Equity Interest Investment Vehicles (1)		—			—			—				67,263				67,263
Total Investments	$	—		$		26,689	$		2,297,236	$		66,273		$		2,390,198
Cash equivalents	$		68,183	$	—		$	—		$	—			$		68,183
Forward currency exchange contracts (asset)	$	—		$		5,854	$	—		$	—			$		5,854

(1)Includes debt and equity investment in ISLP and SLP.

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

85

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2022, according to the fair value hierarchy:

	Fair Value Measurements
							Measured at
							Net Asset
	Level 1		Level 2		Level 3		Value (2)			Total
Investments:
First Lien Senior Secured Loans	$	—	$	76,619	$	1,554,258	$	—		$	1,630,877
Second Lien Senior Secured Loans		—		—		93,950		—			93,950
Subordinated Debt		—		—		43,922		—			43,922
Structured Products		—		—		22,763		—			22,763
Preferred Equity		—		—		80,945		—			80,945
Equity Interests		—		—		210,689		—			210,689
Warrants		—		—		524		—			524
Subordinated Notes in Investment Vehicles (1)		—		—		237,974		—			237,974
Preferred Equity Interests in Investment Vehicles (1)		—		—		—		(644	)		(644	)
Equity Interests in Investment Vehicles (1)		—		—		—		65,977			65,977
Total Investments	$	—	$	76,619	$	2,245,025	$	65,333		$	2,386,977
Cash equivalents	$	63,394	$	—	$	—	$	—		$	63,394
Forward currency exchange contracts (asset)	$	—	$	62	$	—	$	—		$	62

(1)Includes debt and equity investments in ISLP and SLP.

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

86

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended September 30, 2023:

	First Lien						Second Lien			Subordinated
	Senior						Senior			Notes in
	Secured			Equity			Secured			Investment		Structured		Preferred		Subordinated					Total
	Loans			Interests			Loans			Vehicles (2)		Products		Equity		Debt		Warrants			Investments
Balance as of January 1, 2023	$	1,554,258		$	210,689		$	93,950		$	237,974	$	22,763	$	80,945	$	43,922	$	524		$	2,245,025
Purchases of investments and other adjustments to cost (1)		518,006			19,846			—			65,000		—		12,164		—		—			615,016
Paid-in-kind interest income		14,045			—			182			—		—		—		1,064		—			15,291
Net accretion of discounts (amortization of premiums)		3,612			—			269			—		—		—		99		—			3,980
Principal repayments and sales of investments (1)		(562,129	)		(207	)		(9,873	)		—		—		—		—		—			(572,209	)
Net change in unrealized appreciation on investments		28,463			(520	)		1,572			—		306		12,492		345		(20	)		42,638
Net realized loss on investments		(59,194	)		(17	)		(814	)		—		—		—		—		—			(60,025	)
Transfers to Level 3		7,520			—			—			—		—		—		—		—			7,520
Balance as of September 30, 2023	$	1,504,581		$	229,791		$	85,286		$	302,974	$	23,069	$	105,601	$	45,430	$	504		$	2,297,236
Change in unrealized appreciation attributable to investments still held at September 30, 2023	$	(5,282	)	$	(355	)	$	446		$	—	$	306	$	12,492	$	345	$	(20	)	$	7,932

(1)Includes reorganizations and restructuring of investments and the impact of the SLP transaction.

(2)Represents debt investment in ISLP and SLP.

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the nine months ended September 30, 2023, transfers from Level 2 to Level 3 were primarily due to decreased price transparency.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the twelve months ended December 31, 2022:

	First Lien						Second Lien			Subordinated
	Senior						Senior			Notes in
	Secured			Equity			Secured			Investment		Structured			Preferred			Subordinated						Total
	Loans			Interests			Loans			Vehicles (2)		Products			Equity			Debt			Warrants			Investments
Balance as of January 1, 2022	$	1,674,890		$	151,844		$	107,066		$	125,437	$	—		$	53,991		$	20,027		$	126		$	2,133,381
Purchases of investments and other adjustments to cost (1)		1,216,791			43,346			15,478			112,537		24,051			15,328			22,881			478			1,450,890
Paid-in-kind interest		13,587			—			201			—		—			—			1,123			—			14,911
Net accretion of discounts (amortization of premiums)		3,880			—			350			—		—			—			113			—			4,343
Principal repayments and sales of investments (1)		(1,296,583	)		(13,176	)		(37,844	)		—		—			(3,142	)		—			—			(1,350,745	)
Net change in unrealized appreciation on investments		(35,647	)		25,348			(2,674	)		—		(1,288	)		12,300			(222	)		(80	)		(2,263	)
Net realized gains (losses) on investments		(8,668	)		3,327			(122	)		—		—			2,468			—			—			(2,995	)
Transfers out of Level 3		(47,672	)		—			—			—		—						—			—			(47,672	)
Transfers to Level 3		33,680			—			11,495			—		—			—			—			—			45,175
Balance as of December 31, 2022	$	1,554,258		$	210,689		$	93,950		$	237,974	$	22,763		$	80,945		$	43,922		$	524		$	2,245,025
Change in unrealized appreciation attributable to investments still held at December 31, 2022	$	(34,232	)	$	26,797		$	(2,849	)	$	—	$	(1,288	)	$	13,618		$	(222	)	$	(80	)	$	1,744

(1)Includes reorganizations and restructuring of investments and the impact of the SLP transaction.

(2)Represents debt investment in ISLP and SLP.

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the twelve months ended December 31, 2022, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For

87

the twelve months ended December 31, 2022, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.

Significant Unobservable Inputs

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

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of September 30, 2023 were as follows:

	As of September 30, 2023
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	1,237,858	Discounted cash flows	Comparative Yields	5.9	%	—	26.8	%	(12.8%)
First Lien Senior Secured Loans		112,368	Comparable company multiple	EBITDA Multiple	0.5	x	—	21.0	x	(10.2x)
First Lien Senior Secured Loans		74,515	Comparable company multiple	EBITDA Multiple				8.0	x
				Probably weighting of alternative outcomes	25.0	%	—	75.0	%
First Lien Senior Secured Loans		9,036	Discounted cash flows	Discount Rate				15.2	%
First Lien Senior Secured Loans		12,838	Collateral coverage	Recovery Rate				100.0	%
Second Lien Senior Secured Loans		85,286	Discounted cash flows	Comparative Yields	12.9	%	—	23.5	%	(15.8%)
Subordinated Notes in Investment Vehicles		302,974	Collateral coverage	Recovery Rate				100.0	%
Subordinated Debt		45,430	Discounted cash flows	Comparative Yields	13.2	%	—	14.4	%	(14.3%)
Structured Products		23,069	Discounted cash flows	Comparative Yields				15.0	%
Equity Interests		137,457	Discounted cash flows	Discount Rate	13.4	%	—	16.4	%	(15.4%)
Equity Interests		67,586	Comparable company multiple	EBITDA Multiple	1.9	x	—	24.5	x	(11.6x)
Equity Interests		13,039	Comparable company multiple	EBITDA Multiple				8.0	x
				Probably weighting of alternative outcomes	25.0	%	—	75.0	%
Preferred equity		88,665	Comparable company multiple	EBITDA Multiple	1.9	x	—	21.0	x	(7.5x)
Preferred equity		4,989	Discounted cash flows	Comparative Yields				11.5	%
Warrants		504	Comparable company multiple	EBITDA Multiple	8.0	x	—	21.0	x	(10.2x)
Total investments	$	2,215,614

(1)Included within the Level 3 assets of $2,297,236 is an amount of $81,622 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).

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

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of September 30, 2023. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/ decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

88

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2022 were as follows:

	As of December 31, 2022
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	1,196,770	Discounted cash flows	Comparative Yields	5.9	%	—	20.4	%	(11.6%)
First Lien Senior Secured Loans		139,041	Comparable company multiple	EBITDA Multiple	2.0	x	—	11.8	x	(8.6x)
First Lien Senior Secured Loans		73,070	Comparable company multiple	EBITDA Multiple				8.3	x
				Probably weighting of alternative outcomes	25.0	%	—	75.0	%
First Lien Senior Secured Loans		19,484	Discounted cash flows	Discount Rate	10.0	%	—	14.8	%	(13.2%)
First Lien Senior Secured Loans		8,429	Collateral coverage	Recovery Rate				100.0	%
Second Lien Senior Secured Loans		93,950	Discounted cash flows	Comparative Yields	12.7	%	—	21.8	%	(15.7%)
Subordinated Notes in Investment Vehicles		237,974	Collateral coverage	Recovery Rate				100.0	%
Subordinated Debt		43,922	Discounted cash flows	Comparative Yields	11.9	%	—	13.5	%	(12.0%)
Structured Products		22,763	Discounted cash flows	Comparative Yields				15.0	%
Equity Interests		128,923	Discounted cash flows	Discount Rate	10.0	%	—	16.4	%	(15.2%)
Equity Interests		65,472	Comparable company multiple	EBITDA Multiple	2.0	x	—	22.8	x	(12.0x)
Equity Interests		13,033	Comparable company multiple	EBITDA Multiple				8.3	x
				Probably weighting of alternative outcomes	25.0	%	—	75.0	%
Preferred equity		75,619	Comparable company multiple	EBITDA Multiple	2.0	x	—	23.0	x	(7.2x)
Warrants		524	Comparable company multiple	EBITDA Multiple	7.5	x	—	11.8	x	(8.9x)
Total investments	$	2,118,974

(1)Included within the Level 3 assets of $2,245,025 is an amount of $126,051 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).

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

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2022. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/ decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

Debt Not Carried at Fair Value

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

		As of
	Level	September 30, 2023		December 31, 2022
2019-1 Debt	2		340,585		330,634
March 2026 Notes	2		267,750		259,769
October 2026 Notes	2		258,956		247,873
Sumitomo Credit Facility	3		426,000		443,000
Total Debt		$	1,293,291	$	1,281,276

89

Note 5. Related Party Transactions

Investment Advisory Agreement

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

Base Management Fee

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

For the three months ended September 30, 2023 and 2022, management fees were $9.1 million and $8.9 million, respectively. For the nine months ended September 30, 2023 and 2022, management fees were $27.2 million and $25.7 million, respectively. For the three months ended September 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the nine months ended September 30, 2023, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the three months ended September 30, 2022, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the nine months ended September 30, 2022, $0.0 million was contractually waived and $0.0 million was voluntarily waived.

As of September 30, 2023, and December 31, 2022, $9.1 million and $8.9 million, respectively, remained payable related to the base management fee accrued in base management fee payable on the consolidated statements of assets and liabilities.

Incentive Fee

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

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

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

Incentive Fee on Pre-Incentive Fee Net Investment Income

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

90

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

The incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”

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

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

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

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

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

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

Incentive Fee Cap

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

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

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

For the three months ended September 30, 2023 and 2022, the Company incurred $3.0 million and $3.0 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations. The Advisor has voluntarily waived $0.0 million and $0.0 million, respectively, of the income incentive fees earned by the Advisor during the three months ended September 30, 2023 and 2022. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

For the nine months ended September 30, 2023 and 2022, the Company incurred $18.1 million and $10.4 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations. The Advisor has voluntarily waived $0.0 million and $0.0 million, respectively, of the income incentive fees earned by the Advisor during the nine months ended September 30, 2023 and 2022. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

As of September 30, 2023 and December 31, 2022, there was $3.0 million and $9.2 million, respectively, related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

The Amended Advisory Agreement approved by Stockholders on February 1, 2019 incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

Annual Incentive Fee Based on Capital Gains

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

There was no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of September 30, 2023 and December 31, 2022.

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

For the three months ended September 30, 2023 and 2022, the Company accrued $0.0 million and $0.0 million of incentive fees related to the GAAP Incentive Fee which is included in incentive fee on the consolidated statements of operations. For the nine months ended September 30, 2023 and 2022, the Company accrued $0.0 million and $0.0 million of incentive fees related to the GAAP Incentive Fee which is included in incentive fee on the consolidated statements of operations. As of September 30, 2023 and December 31, 2022 there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities, respectively.

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Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor, pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board. The Company incurred expenses related to the Administrator of $0.4 million and $0.0 million for the three months ended September 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the Administrator of $0.8 million and $0.0 million for the nine months ended September 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. As of September 30, 2023 and December 31, 2022 there were $0.4 million and $0.1 million in expenses related to the Administrator that were payable and included in “accounts payable and accrued expenses” in the consolidated statements of assets and liabilities, respectively. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended September 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the sub-administrator of $0.4 million and $0.5 million for the nine months ended September 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.

Resource Sharing Agreement

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

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

93

Co-investments

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

Revolving Advisor Loan

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

Related Party Commitments

As of September 30, 2023 and December 31, 2022, the Advisor held 449,699.30 and 476,679.81 shares of the Company’s common stock, respectively. An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. These investors held 12,875,920.66 and 12,875,920.66 shares of the Company at September 30, 2023 and December 31, 2022, respectively.

94

Non-Controlled/Affiliate and Controlled Affiliate Investments

Investments during the nine months ended September 30, 2023 in which the portfolio company was an "affiliated person" (as defined in the 1940 Act) and/or an "affiliated person" that the Company is deemed to "control" (as defined in the 1940 Act) are as follows:

Portfolio Company		Fair Value as of December 31, 2022				Gross Additions			Gross Reductions			Change in Unrealized Appreciation				Realized Gains (Losses)			Fair Value as of September 30, 2023				Dividend, Interest, and PIK Income				Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest (1)	$		14,581		$		11	$		—	$		(405	)	$		—	$		14,187		$		—		$		—
Ansett Aviation Training First Lien Senior Secured Loan			4,818				—			—			(267	)			—			4,551				277				—
Ansett Aviation Training Equity Interest (1)			5,310				—			—			1,273				—			6,583				(159	)			—
BCC Middle Market CLO 2018-1, LLC. Equity Interest			22,763				—			—			306				—			23,069				3,955				—
Blackbrush Oil & Gas, L.P. First Lien Senior Secured Loan			9,040				139			—			—				—			9,179				853				—
Blackbrush Oil & Gas, L.P. Equity Interest (1)			—				—			—			—				—			—				—				—
Blackbrush Oil & Gas, L.P. Preferred Equity (1)			30,785				—			—			3,508				—			34,293				—				—
Direct Travel, Inc. First Lien Senior Secured Loan			4,841				—			—			—				—			4,841				425				—
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw			3,440				42			—			—				—			3,482				337				—
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw			1,741				32			—			—				—			1,773				157				—
Direct Travel, Inc. First Lien Senior Secured Loan			58,721				921			—			—				—			59,642				6,106				—
Direct Travel, Inc. First Lien Senior Secured Loan - Delayed Draw			4,125				450			—			—				—			4,575				423				—
Direct Travel, Inc. First Lien Senior Secured Loan			202				—			—			—				—			202				19				—
Direct Travel, Inc. Equity Interest (1)			13,033				—			—			6				—			13,039				—				—
Walker Edison First Furniture Company LLC Equity Interest (1)			—				5,592			—			(2,461	)			—			3,131				—				—
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan			—				5,688			—			—				—			5,688				372				—
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan - Revolver			—				3,182			—			—				—			3,182				235				—
Walker Edison First Furniture Company LLC First Lien Senior Secured Loan - Delayed Draw			—				166			—			—				—			166				7				—
Total Non-Controlled/affiliate investment	$		173,400		$		16,223	$		—	$		1,960		$		—	$		191,583		$		13,007		$		—
Controlled affiliate investment
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles	$		50,995		$		65,000	$		—	$		—		$		—	$		115,995		$		6,662		$		—
Bain Capital Senior Loan Program, LLC Class A Preferred Equity Interests Investment Vehicles			(644	)			—			—			(346	)			—			(990	)			2,019				—
Bain Capital Senior Loan Program, LLC Class B Equity Interests Investment Vehicles			3,347				—			—			(1,333	)			—			2,014				5,719				—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan			6,400				—			—			221				—			6,621				(1,010	)			—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest (1)			—				—			—			—				—			—				—				—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest (1)			10,388				—			—			504				—			10,892				—				—
Gale Aviation (Offshore) Co, Equity Interest			91,326				—			—			(1,372	)			—			89,954				9,190				—
International Senior Loan Program, LLC, Equity Interest Investment Vehicle			62,630				—			—			2,619				—			65,249				4,744				—
International Senior Loan Program, LLC, Subordinated Note Investment Vehicle			186,979				—			—			—				—			186,979				18,668				—
Legacy Corporate Lending HoldCo, LLC Equity Interest (1)			—				810			—			—				—			810				—				—
Legacy Corporate Lending HoldCo, LLC Preferred Equity (1)			—				10,125			—			—				—			10,125				—				—
Legacy Corporate Lending HoldCo, LLC Equity Interest (1)			—				—			—			—				—			—				—				—
Lightning Holdings Equity Interest (1)			27,209				9,635			—			7,528				—			44,372				—				—
Total Controlled affiliate investment	$		438,630		$		85,570	$		—	$		7,821		$		—	$		532,021		$		45,992		$		—
Total	$		612,030		$		101,793	$		—	$		9,781		$		—	$		723,604		$		58,999		$		—

(1) Non-income producing

95

Transactions during the year ended December 31, 2022 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:

	Fair Value													Fair Value
	as of							Change in			Realized			as of			Dividend,
	December 31,		Gross		Gross			Unrealized			Gains			December 31,			Interest, and		Other
Portfolio Company	2021		Additions		Reductions			Appreciation			(Losses)			2022			PIK Income		Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest (1)	$	19,527	$	1	$	—		$	(4,947	)	$	—		$	14,581		$	—	$	—
Ansett Aviation Training First Lien Senior Secured Loan		—		15,924		(9,830	)		(490	)		(786	)		4,818			486		—
Ansett Aviation Training Equity Interest		—		11,526		(7,115	)		1,468			(569	)		5,310			160		—
BCC Middle Market CLO 2018-1, LLC. Equity Interest		—		24,051		—			(1,288	)		—			22,763			4,109			—
Blackbrush Oil & Gas, L.P. First Lien Senior Secured Loan		12,336		1,029		(4,327	)		2			—			9,040			842			—
Blackbrush Oil & Gas, L.P. Equity Interest (1)		—		1		—			(1	)		—			—			—			—
Blackbrush Oil & Gas, L.P. Preferred Equity (1)		19,720		1,674		—			9,391			—			30,785			—			—
Direct Travel, Inc. First Lien Senior Secured Loan		4,766		75		—			—			—			4,841			416			—
Direct Travel, Inc. First Lien Senior Secured Loan – Delayed Draw		2,831		70		—			539			—			3,440			365			—
Direct Travel, Inc. First Lien Senior Secured Loan – Delayed Draw		1,436		31		—			274			—			1,741			170			—
Direct Travel, Inc. First Lien Senior Secured Loan		48,347		1,165		—			9,209			—			58,721			6,196			—
Direct Travel, Inc. First Lien Senior Secured Loan – Delayed Draw		4,125		—		—			—			—			4,125			359			—
Direct Travel, Inc. First Lien Senior Secured Loan		202		—		—			—			—			202			18			—
Direct Travel, Inc. Equity Interest (1)		—		—		—			13,033			—			13,033			—			—
Total Non-Controlled/affiliate investment	$	113,290	$	55,547	$	(21,272	)	$	27,190		$	(1,355	)	$	173,400		$	13,121	$		—
Controlled affiliate investment
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles	$	—	$	50,995	$	—		$	—		$	—		$	50,995		$	3,509	$		—
Bain Capital Senior Loan Program, LLC Class A Preferred Equity Interests Investment Vehicles		—		10		—			(654	)		—			(644	)		851			—
Bain Capital Senior Loan Program, LLC Class B Equity Interests Investment Vehicles		—		5,594		—			(2,247	)		—			3,347			2,413			—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan		6,627		636		—			(863	)		—			6,400			800			—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest		—		—		—			—			—			—			100			—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest		10,563		—		—			(175	)		—			10,388			1,068			—
Gale Aviation (Offshore) Co, Equity Interest		72,839		1,465		—			17,022			—			91,326			8,804			—
International Senior Loan Program, LLC, Equity Interest Investment Vehicle		44,444		19,769		—			(1,583	)		—			62,630			5,165			—
International Senior Loan Program, LLC, Subordinated Note Investment Vehicle		125,437		61,542		—			—			—			186,979			15,510			—
Lightning Holdings B, LLC- Equity Interest (1)		14,851		11,421		—			937			—			27,209			—			—
Total Controlled affiliate investment	$	274,761	$	151,432	$	—		$	12,437		$	—		$	438,630		$	38,220	$		—
Total	$	388,051	$	206,979	$	(21,272	)	$	39,627		$	(1,355	)	$	612,030		$	51,341	$		—

(1) Non-income producing

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Note 6. Debt

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective February 2, 2019, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of September 30, 2023 and December 31, 2022, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 182.2% and 180.0%, respectively.

The Company’s outstanding borrowings as of September 30, 2023 and December 31, 2022 were as follows:

	As of September 30, 2023									As of December 31, 2022
		Total Aggregate			Principal						Total Aggregate			Principal
		Principal Amount			Amount			Carrying			Principal Amount			Amount			Carrying
		Committed			Outstanding			Value (1)			Committed			Outstanding			Value (1)
2019-1 Debt	$		352,500	$		352,500	$		351,196	$		352,500	$		352,500	$		351,099
Revolving Advisor Loan			—			—			—			50,000			—			—
March 2026 Notes			300,000			300,000			297,237			300,000			300,000			296,392
October 2026 Notes			300,000			300,000			295,837			300,000			300,000			294,812
Sumitomo Credit Facility (2)			665,000			426,000			426,000			665,000			443,000			443,000
Total Debt	$		1,617,500	$		1,378,500	$		1,370,270	$		1,667,500	$		1,395,500	$		1,385,303

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

(2)On January 26, 2022, Gale Aviation (Offshore) Co investment, a controlled affiliate investment of the Company, entered into a letter of credit agreement with Sumitomo Mitsui Banking Corporation for $14.7 million. As of September 30, 2023, $14.7 million is outstanding on the letter of credit and the amount has been drawn against the total aggregate principal amount committed of the Sumitomo Credit Facility.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the nine months ended September 30, 2023 and year ended December 31, 2022 were 5.2% and 3.5%, respectively.

The following table shows the contractual maturities of our debt obligations as of September 30, 2023:

	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
2019-1 Debt	$		352,500	$		—	$		—	$		—	$	352,500
March 2026 Notes			300,000			—			300,000			—		—
October 2026 Notes			300,000			—			—			300,000		—
Sumitomo Credit Facility			426,000			—			—			426,000		—
Total Debt Obligations	$		1,378,500	$		—	$		300,000	$		726,000	$	352,500

2018‑1 Notes

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

The CLO Transaction was executed through a private placement of the following 2018‑1 Notes. The Class A‑1 A, A‑1 B, A‑2, B and C 2018‑1 Notes were issued at par and are scheduled to mature on October 20, 2030. The Company received 100% of the membership interests (the “Membership Interests”) in the 2018‑1 Issuer in exchange for its sale to the 2018‑1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest. At the time of the transaction, the Class A‑1 A, A‑1 B, A‑2, B and C 2018‑1 Notes were included in the consolidated financial statements and the Membership Interests were eliminated in consolidation. On March 7, 2022, the Company sold 70% of the membership equity interests of the Company’s 2018-1 Notes to SLP, which resulted in the deconsolidation of the 2018-1 Notes from the Company’s consolidated financial statements as further discussed in Note 3.

97

For the three months ended September 30, 2023 and 2022, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Three Months Ended September 30,
	2023		2022
Borrowing interest expense	$	—	$	—
Amortization of deferred financing costs and upfront commitment fees		—		—
Total interest and debt financing expenses	$	—	$	—

For the nine months ended September 30, 2023 and 2022, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Nine Months Ended September 30,
	2023		2022
Borrowing interest expense	$	—	$	1,299
Amortization of deferred financing costs and upfront commitment fees		—		28
Total interest and debt financing expenses	$	—	$	1,327

2019‑1 Debt

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

On November 30, 2021, the Co-Issuers refinanced the 2019‑1 CLO Transaction through a private placement of $410 million of senior secured and senior deferrable notes consisting of: (i) $282.5 million of Class A‑1‑R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 1.50% per annum; (ii) $55 million of Class A‑2‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.00% per annum; (iii) $47.5 million of Class B-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 2.60% per annum; and (iv) $25.0 million of Class C-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.75% per annum (collectively, the “2019‑1 CLO Reset Notes”). As part of the transactions, the 2019-1 Issuer was redomiciled from Cayman to Jersey. The 2019‑1 CLO Reset Notes are scheduled to mature on October 15, 2033 and the reinvestment period ends October 15, 2025. The Company retained $32.5 million of the Class B-R Notes and $25.0 million of the Class C-R Notes. The retained notes by the Company are eliminated in consolidation. The transaction resulted in a realized loss on the extinguishment of debt of $2.3 million from the acceleration of unamortized debt issuance costs of. The obligations of the Issuer under the CLO Transaction are non-recourse to the Company.

On June 15, 2023, the Company entered into a Second Supplemental Indenture (“2019-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LTD, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2019-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.

98

The 2019‑1 CLO Reset Notes was executed through a private placement of the following 2019‑1 Debt:

						Interest Rate at
2019-1 Debt	Principal Amount		Spread above Index			September 30, 2023
Class A-1-R	$	282,500		1.50	% + 3 Month SOFR		7.07	%
Class A-2-R		55,000		2.00	% + 3 Month SOFR		7.57	%
Class B-R		15,000		2.60	% + 3 Month SOFR		8.17	%
Total 2019-1 Debt		352,500
Membership Interests		102,250	Non-interest bearing			Not applicable
Total	$	454,750

The Loans and Class A‑1‑R, A‑2‑R, and B-R Notes are included in the consolidated financial statements of the Company. The $32.5 million of the Class B-R Notes, $25.0 million of the Class C-R Notes and membership interests retained by the Company are eliminated in consolidation.

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

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

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

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

As of September 30, 2023, there were 52 first lien and second lien senior secured loans with a total fair value of approximately $485.6 million and cash of $15.9 million securing the 2019-1 Debt. As of December 31, 2022, there were 49 first lien and second lien senior secured loans with a total fair value of approximately $447.4 million and cash of $56.0 million securing the 2019-1 Debt. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of September 30, 2023, the Company was in compliance with its covenants related to the 2019-1 Debt.

Costs of the offering of $1.5 million were incurred in connection with the 2019‑1 CLO Reset Notes which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019‑1 Debt on the consolidated statements of assets and liabilities and are being amortized over the life using the effective interest method. The balance of the unamortized debt issuance costs was $1.3 million and $1.4 million as of September 30, 2023 and December 31, 2022, respectively.

99

For the three months ended September 30, 2023 and 2022, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:

	For the Three Months Ended September 30,
	2023		2022
Borrowing interest expense	$	6,433	$	3,526
Amortization of deferred financing costs and upfront commitment fees		33		33
Total interest and debt financing expenses	$	6,466	$	3,559

For the nine months ended September 30, 2023 and 2022, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:

	For the Nine Months Ended September 30,
	2023		2022
Borrowing interest expense	$	18,038	$	7,418
Amortization of deferred financing costs and upfront commitment fees		97		97
Total interest and debt financing expenses	$	18,135	$	7,515

Revolving Advisor Loan

On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan had a maximum credit limit of $50.0 million and matured on March 27, 2023. The Revolving Advisor Loan accrued interest at the Applicable Federal Rate from the date of such loan until the loan was repaid in full.

For the three and nine months ended September 30, 2023 and 2022, the Revolving Advisor Loan did not incur any interest expense.

2023 Notes

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

The 2023 Notes were scheduled to mature on June 10, 2023 and could be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Note Purchase Agreement. The 2023 Notes bore interest at a rate of 8.50% per year payable semi-annually on June 10 and December 10 of each year, commencing on December 10, 2020.

On July 16, 2021 the Company repurchased $37.5 million of the 2023 Notes at a total cost of $39.5 million. This resulted in a realized loss on the extinguishment of debt of $2.5 million, which included a premium paid of $2.0 million and acceleration of unamortized debt issuance costs and original issue discount of $0.5 million.

On August 24, 2022, the Company issued a notice to the noteholders of the 2023 Notes, indicating its intention to prepay the total aggregate principal amount committed of $150,000,000, including the principal amount outstanding of $112,500,000, under the 2023 Notes pursuant to the terms of the Note Purchase Agreement governing the 2023 Notes. The Notes were prepaid at 100% of their principal amount, plus accrued and unpaid interest thereon, on September 6, 2022. This resulted in a realized loss on the extinguishment of debt of $0.7 million, which included acceleration of unamortized debt issuance costs and original issue discount of $0.7 million.

100

For the three months ended September 30, 2023 and 2022, the components of interest expense related to the 2023 Notes were as follows:

	For the Three Months Ended September 30,
	2023		2022
Borrowing interest expense	$	—	$	1,625
Amortization of debt issuance cost		—		102
Accretion of original issue discount		—		67
Total interest and debt financing expenses	$	—	$	1,794

For the nine months ended September 30, 2023 and 2022, the components of interest expense related to the 2023 Notes were as follows:

		For the Nine Months Ended September 30,
	2023			2022
Borrowing interest expense	$		—	$	6,219
Amortization of debt issuance cost			—		374
Accretion of original issue discount			—		248
Total interest and debt financing expenses	$		—	$	6,841

March 2026 Notes

On March 10, 2021, the Company and U.S. Bank National Association (the “Trustee”), entered into an Indenture (the “Base Indenture”) and First Supplemental Indenture (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The First Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.95% notes due 2026 (the “March 2026 Notes”).

The March 2026 Notes will mature on March 10, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2026 Notes bear interest at a rate of 2.95% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The March 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The net proceeds to the Company were approximately $294.3 million, after deducting the underwriting discounts and commissions of $4.4 million and offering expenses of $1.3 million.

As of September 30, 2023 and December 31, 2022 the components of the carrying value of the March 2026 Notes were as follows:

	September 30,			December 31,
	2023			2022
Principal amount of debt	$	300,000		$	300,000
Unamortized debt issuance cost		(1,585	)		(2,069	)
Original issue discount, net of accretion		(1,178	)		(1,539	)
Carrying value of March 2026 Notes	$	297,237		$	296,392

101

For the three months ended September 30, 2023 and 2022, the components of interest expense related to the March 2026 Notes were as follows:

	For the Three Months Ended September 30,
	2023		2022
Borrowing interest expense	$	2,213	$	2,212
Amortization of debt issuance cost		163		164
Accretion of original issue discount		121		121
Total interest and debt financing expenses	$	2,497	$	2,497

For the nine months ended September 30, 2023 and 2022, the components of interest expense related to the March 2026 Notes were as follows:

		For the Nine Months Ended September 30,
	2023			2022
Borrowing interest expense	$		6,638	$	6,638
Amortization of debt issuance cost			485		485
Accretion of original issue discount			360		360
Total interest and debt financing expenses	$		7,483	$	7,483

October 2026 Notes

On October 13, 2021, the Company and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Second Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.55% notes due 2026 (the “October 2026 Notes,” and together with the March 2026 Notes, the “2026 Notes”).

The October 2026 Notes will mature on October 13, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The October 2026 Notes bear interest at a rate of 2.55% per year payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. The October 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the October 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The net proceeds to the Company were approximately $293.1 million, after deducting the underwriting discounts and commissions of $6.2 million and offering expenses of $0.7 million.

As of September 30, 2023 and December 31, 2022 the components of the carrying value of the October 2026 Notes were as follows:

	September 30,			December 31,
	2023			2022
Principal amount of debt	$	300,000		$	300,000
Unamortized debt issuance cost		(2,219	)		(2,765	)
Original issue discount, net of accretion		(1,944	)		(2,423	)
Carrying value of October 2026 Notes	$	295,837		$	294,812

102

For the three months ended September 30, 2023 and 2022, the components of interest expense related to the October 2026 Notes were as follows:

	For the Three Months Ended September 30,
	2023		2022
Borrowing interest expense	$	1,913	$	1,913
Amortization of debt issuance cost		184		184
Accretion of original issue discount		162		162
Total interest and debt financing expenses	$	2,259	$	2,259

For the nine months ended September 30, 2023 and 2022, the components of interest expense related to the October 2026 Notes were as follows:

		For the Nine Months Ended September 30,
	2023			2022
Borrowing interest expense	$		5,738	$	5,738
Amortization of debt issuance cost			546		546
Accretion of original issue discount			479		479
Total interest and debt financing expenses	$		6,763	$	6,763

Sumitomo Credit Facility

On December 24, 2021, the Company entered into a senior secured revolving credit agreement (the “Sumitomo Credit Agreement” or the “Sumitomo Credit Facility”) as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. The Credit Agreement is effective as of December 24, 2021.

The facility amount under the Sumitomo Credit Agreement is $300.0 million with an accordion provision to permit increases to the total facility amount up to $1.0 billion. Proceeds of the loans under the Sumitomo Credit Agreement may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Sumitomo Credit Agreement. The maturity date is December 24, 2026.

On July 6, 2022, the Company entered into the First Amendment to the Sumitomo Credit Agreement. The First Amendment provides for an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $300.0 million to $385.0 million. The First Amendment also replaced the LIBOR benchmark provisions under the Sumitomo Credit Agreement with SOFR benchmark provisions, including applicable credit spread adjustments.

On July 22, 2022, the Company entered into the Increasing Lender/Joinder Lender Agreement (the “Joinder Agreement”), dated as of July 22, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $385.0 million to $485.0 million.

On August 24, 2022, the Company entered into the Second Amendment, which provides for, among other things, an upsize in the total commitments from lenders under the Sumitomo Credit Agreement from $485.0 million to $635.0 million.

On December 14, 2022, the Company entered into a second Increasing Lender/Joinder Lender Agreement (the “Second Joinder Agreement”), dated as of December 14, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Second Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $635.0 million to $665.0 million.

103

Interest under the Sumitomo Credit Agreement for (i) loans for which the Company elects the base rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at an “alternate base rate” (which is the greater of zero and the highest of (a) the prime rate as published in the print edition of The Wall Street Journal, Money Rates Section, (b) the federal funds effective rate plus 0.5% and (c) the one-month Eurocurrency rate plus 1% per annum) plus 0.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, the alternate base rate plus 0.875% per annum; (ii) loans for which the Company elects the Eurocurrency option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.875% per annum; and (iii) loans for which the Company elects the risk-free-rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.8693% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.9943% per annum. The Company pays a used commitment fee of 37.5 basis points (0.375%) on the average daily unused amount of the dollar commitment.

The Sumitomo Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of September 30, 2023, the Company was in compliance with its covenants related to the Sumitomo Credit Facility.

As of September 30, 2023 and December 31, 2022, there were $426.0 million and $443.0 million of borrowings under the Sumitomo Credit Facility.

For the three months ended September 30, 2023 and 2022, the components of interest expense related to the Sumitomo Credit Facility were as follows:

	For the Three Months Ended September 30,
	2023		2022
Borrowing interest expense	$	9,152	$	3,952
Unused facility fee		165		144
Accretion of original issue discount		236		176
Total interest and debt financing expenses	$	9,553	$	4,272

For the nine months ended September 30, 2023 and 2022, the components of interest expense related to the Sumitomo Credit Facility were as follows:

		For the Nine Months Ended September 30,
	2023			2022
Borrowing interest expense	$		27,271	$	5,156
Unused facility fee			430		573
Accretion of original issue discount			702		393
Total interest and debt financing expenses	$		28,403	$	6,122

Note 7. Derivatives

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

104

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of September 30, 2023 and December 31, 2022 is included on the consolidated schedules of investments by contract. The Company had collateral receivable of $12.1 million for September 30, 2023 and collateral receivable of $9.6 million for December 31, 2022 with the counterparties on foreign currency exchange contracts. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the consolidated statements of assets and liabilities.

For the three and nine months ended September 30, 2023, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts were $199.5 million and $192.1 million, respectively. For the three and nine months ended September 30, 2022, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts were $160.6 million and $139.9 million, respectively.

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

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

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of September 30, 2023:

Net amount of

Gross amount of

assets or

Gross amount of

(liabilities)

(liabilities)

assets on the

on the

presented on the

Account in the

consolidated

consolidated

consolidated

consolidated

statements of

statements of

statements of

Cash collateral

statements of assets

assets and

assets and

assets and

paid

Net

Counterparty

and liabilities

liabilities

liabilities

liabilities

(received) (1)

amounts (2)

Bank of New York

Unrealized appreciation on forward currency contracts

$

5,750

$

(332

)

$

5,418

$

—

$

5,418

Citibank

Unrealized appreciation on forward currency contracts

$

888

$

(452

)

$

436

$

—

$

436

(1)Amount excludes excess cash collateral paid.

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

105

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2022:

Net amount of

Gross amount of

assets or

Gross amount of

(liabilities)

(liabilities)

assets on the

on the

presented on the

Account in the

consolidated

consolidated

consolidated

consolidated

statements of

statements of

statements of

Cash collateral

statements of assets

assets and

assets and

assets and

paid

Net

Counterparty

and liabilities

liabilities

liabilities

liabilities

(received) (1)

amounts (2)

Bank of New York

Unrealized appreciation on forward currency contracts

$

3,488

$

(3,459

)

$

29

$

—

$

29

Citibank

Unrealized appreciation on forward currency contracts

$

249

$

(216

)

$

33

$

—

$

33

(1)Amount excludes excess cash collateral paid.

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

The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended September 30, 2023 and 2022 was as follows:

	For the Three Months Ended September 30,
	2023			2022
Net realized (gain) loss on forward currency exchange contracts	$	(221	)	$	17,633
Net change in unrealized appreciation on forward currency exchange contracts		7,107			(2,210	)
Total net realized and unrealized gain on forward currency exchange contracts	$	6,886		$	15,423

Included in total net gains (losses) on the consolidated statements of operations is net losses of ($6.3) million and ($13.5) million related to realized and unrealized losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended September 30, 2023 and 2022, respectively. Including the total net realized and unrealized gains on forward currency exchange contracts of $6.9 million and $15.4 million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $0.5 million and $2.0 million for the three months ended September 30, 2023 and 2022, respectively.

The effect of transactions in derivative instruments to the consolidated statements of operations during the nine months ended September 30, 2023 and 2022 was as follows:

	For the Nine Months Ended September 30,
	2023			2022
Net realized (gain) loss on forward currency exchange contracts	$	(2,606	)	$	20,894
Net change in unrealized appreciation on forward currency exchange contracts		5,792			7,565
Total net realized and unrealized gain on forward currency exchange contracts	$	3,186		$	28,459

106

Included in total net gains (losses) on the consolidated statements of operations is net losses of ($1.7) million and ($25.6) million related to realized and unrealized losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the nine months ended September 30, 2023 and 2022, respectively. Including the total net realized and unrealized gains on forward currency exchange contracts of $3.2 million and $28.5 million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.5 million and $2.8 million for the nine months ended September 30, 2023 and 2022, respectively.

Note 8. Distributions

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the nine months ended September 30, 2023:

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 28, 2023	March 31, 2023	April 28, 2023	$	0.38	$	24,534
May 9, 2023	June 30, 2023	July 31, 2023	$	0.38	$	24,534
August 8, 2023	September 29, 2023	October 31, 2023	$	0.42	$	27,116
Total distributions declared			$	1.18	$	76,184

The distributions declared during the nine months ended September 30, 2023 were derived from investment company taxable income and net capital gain, if any.

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the nine months ended September 30, 2022:

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 23, 2022	March 31, 2022	April 29, 2022	$	0.34	$	21,951
May 5, 2022	June 30, 2022	July 29, 2022	$	0.34	$	21,951
August 3, 2022	September 30, 2022	October 28, 2022	$	0.34	$	21,951
Total distributions declared			$	1.02	$	65,853

The distributions declared during the nine months ended September 30, 2022 were derived from investment company taxable income and net capital gain, if any.

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

Note 9. Common Stock/Capital

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

Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common shares (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of September 30, 2023 and December 31, 2022, BCSF Advisors, LP contributed in aggregate $8.9 million and $8.9 million to the Company and received 488,212.35 and 488,212.35 shares of the Company, respectively. At September 30, 2023 and December 31, 2022, BCSF Advisors, LP owned 0.70% and 0.74%, respectively, of the outstanding common stock of the Company.

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

For the three months ended September 30, 2023 and 2022, there were no shares issued pursuant to the dividend reinvestment plan. For the nine months ended September 30, 2023 and 2022, there were no shares issued pursuant to the dividend reinvestment plan.

BCSF Investments, LLC and certain individuals, including Michael A. Ewald, the Company’s Chief Executive Officer and a Managing Director of Bain Capital Credit; Jonathan S. Lavine, Co-Managing Partner of Bain Capital, LP and Founder and Chief Investment Officer of Bain Capital Credit; John Connaughton, Co-Managing Partner of Bain Capital, LP; Jeffrey B. Hawkins, Chairman of the Company’s Board of Directors and a Managing Director of Bain Capital Credit; and Michael J. Boyle, the Company’s President and a Managing Director of Bain Capital Credit, adopted the 10b5‑1 Plan in accordance with Rules 10b5‑1 and 10b‑18 under the Exchange Act, under which such parties would buy up to $20 million in the aggregate of the Company’s common stock in the open market during the period beginning after four full calendar weeks after the closing of the IPO and ending on the earlier of the date on which the capital committed to the 10b5‑1 has been exhausted or one year after the closing of the IPO.

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Securities Exchange Act of 1934. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of September 30, 2023, there have been no repurchases of common stock.

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

Note 10. Commitments and Contingencies

Commitments

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

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As of September 30, 2023, the Company had $283.8 million of unfunded commitments under loan and financing agreements as follows:

Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
9 Story Media Group Inc. - Revolver	4/30/2026	$		496
A&R Logistics, Inc. - Revolver	5/5/2025			5,116
Abracon Group Holding, LLC. - Delayed Draw	7/6/2028			2,221
Allworth Financial Group, L.P. - Revolver	12/23/2026			2,440
Amspec Services, Inc. - Revolver	7/2/2024			4,173
Ansira Holdings, Inc. - Delayed Draw	12/20/2024			1,508
Apollo Intelligence - Delayed Draw	6/1/2028			9,611
Apollo Intelligence - Revolver	6/1/2028			5,046
Applitools - Revolver	5/25/2028			3,430
Appriss Holdings, Inc. - Revolver	5/6/2027			753
Aramsco, Inc. - Revolver	8/28/2024			2,032
Arctic Glacier U.S.A., Inc. - Revolver	5/24/2028			1,913
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027			3,253
Avalon Acquiror, Inc. - Revolver	3/10/2028			3,361
Caribou Bidco Limited - Delayed Draw	1/29/2029			21
CB Nike IntermediateCo Ltd - Revolver	10/31/2025			44
Concert Golf Partners Holdco LLC - Delayed Draw	4/2/2029			1,882
Concert Golf Partners Holdco LLC - Revolver	3/31/2028			2,492
Congress Wealth - Delayed Draw	6/30/2029			1,334
Congress Wealth - Revolver	6/30/2029			1,102
CPS Group Holdings, Inc. - Revolver	3/3/2025			4,144
Darcy Partners - Revolver	6/1/2028			349
Datix Bidco Limited - Revolver	10/28/2024			9
Direct Travel, Inc. - Delayed Draw	10/2/2025			2,175
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/30/2024			992
Element Buyer, Inc. - Revolver	7/19/2026			4,250
Eleven Software - Revolver	9/25/2026			397
Forward Slope - Delayed Draw	8/22/2029			23,693
Forward Slope - Revolver	8/22/2029			6,515
Gills Point S - Revolver	5/15/2029			414
Gills Point S - Delayed Draw	5/15/2029			1,010
Grammer Purchaser, Inc. - Revolver	9/30/2024			234
GSP Holdings, LLC - Revolver	11/6/2025			2,230
Gulf Winds International - Revolver	12/16/2028			5,292
HealthDrive - Delayed Draw	8/20/2029			1,572
HealthDrive - Delayed Draw	8/20/2029			6,284
HealthDrive - Revolver	8/20/2029			2,754
ImageTrend - Revolver	1/31/2029			4,000

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Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
Intoxalock - Revolver	11/1/2028			3,430
JHCC Holdings, LLC - Revolver	9/9/2025			2,833
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025			4,261
Mach Acquisition R/C - Revolver	10/18/2026			2,511
Meriplex Communications, Ltd. - Delayed Draw	7/17/2028			7,030
Meriplex Communications, Ltd. - Revolver	7/17/2028			1,506
Morrow Sodali - Revolver	4/25/2028			1,329
MRHT - Delayed Draw	2/1/2029			5,359
MZR Buyer, LLC - Revolver	12/21/2026			3,473
NearMap - Revolver	12/9/2029			4,652
New Look (Delaware) Corporation - Delayed Draw	5/26/2028			1,938
OGH Bidco Limited - Delayed Draw	6/29/2029			6,009
Omni Intermediate - Revolver	11/30/2026			549
Parcel2Go - Delayed Draw	7/15/2028			34
Pyramid Global Hospitality - Revolver	1/19/2027			3,482
Reconomy - Delayed Draw	6/24/2029			8,025
Refine Intermediate, Inc. - Revolver	9/3/2026			5,340
Revalize, Inc. - Revolver	4/15/2027			1,173
RoadOne - Delayed Draw	12/29/2028			3,931
RoadOne - Revolver	12/29/2028			4,119
RoC Opco LLC - Revolver	2/25/2025			10,241
Saturn Purchaser Corp. - Revolver	7/22/2029			4,883
Service Master - Revolver	8/16/2027			8,152
Simplicity - Delayed Draw	12/2/2026			5,470
Simplicity - Revolver	12/2/2026			1,454
Smartronix - Revolver	11/23/2027			6,321
Solaray, LLC - Revolver	12/15/2023			1,406
Spring Finco BV - Delayed Draw	7/15/2029			4,076
Sunmed Group Holdings, LLC - Revolver	6/16/2027			1,229
Superna Inc. - Delayed Draw	3/6/2028			2,631
Superna Inc. - Revolver	3/6/2028			2,631
SureWerx - Delayed Draw	12/28/2029			2,013
SureWerx - Revolver	12/29/2028			456
Swoogo LLC - Revolver	12/9/2026			1,243
Taoglas - Delayed Draw	2/28/2029			3,636
Taoglas - Revolver	2/28/2029			770
TEI Holdings Inc. - Revolver	12/23/2025			4,528
Titan Cloud Software, Inc - Revolver	9/7/2028			5,714
TLC Purchaser, Inc. - Revolver	10/13/2025			2,590
V Global Holdings LLC - Revolver	12/22/2025			6,477
Ventiv Holdco, Inc. - Revolver	9/3/2025			1,346
Walker Edison - Delayed Draw	3/31/2027			637
WCI Gigawatt Purchaser - Revolver	11/19/2027			2,253
Whitcraft-Paradigm - Revolver	2/28/2029			2,194
World Insurance - Revolver	4/3/2028			931
WSP - Revolver	4/27/2027			449
WU Holdco, Inc. - Revolver	3/26/2025			2,028
YLG Holdings, Inc. - Revolver	10/31/2025			8,545
Total		$		283,830

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

(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of September 30, 2023.

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As of December 31, 2022, the Company had $303.7 million of unfunded commitments under loan and financing agreements as follows:

Portfolio Company & Investment	Expiration Date (1)	Unfunded Commitments (2)
9 Story Media Group Inc. - Revolver	4/30/2026	$	497
A&R Logistics, Inc. - Revolver	5/5/2025		5,735
Abracon Group Holding, LLC. - Delayed Draw	7/6/2028		5,046
Abracon Group Holding, LLC. - Revolver	7/6/2028		2,018
Access - First Lien Senior Secured Loan	6/4/2029		2,642
Allworth Financial Group, L.P. - Delayed Draw	12/23/2026		7
Allworth Financial Group, L.P. - Revolver	12/23/2026		2,440
Amspec Services, Inc. - Revolver	7/2/2024		4,463
Ansira Holdings New DD T/L(2) - First Lien Senior Secured Loan	12/20/2024		1,508
Ansira Holdings, Inc. - Revolver	12/20/2024		1,700
Apollo Intelligence - Delayed Draw	6/1/2028		9,611
Apollo Intelligence - Revolver	6/1/2028		7,208
Applitools - Revolver	5/25/2028		3,430
Appriss Holdings, Inc. - Revolver	5/6/2027		753
Aramsco, Inc. - Revolver	8/28/2024		2,709
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027		3,253
Avalon Acquiror, Inc. - Revolver	3/10/2028		7,353
Batteries Plus Holding Corporation - Revolver	6/30/2023		3,334
Caribou Bidco Limited - First Lien Senior Secured Loan	1/29/2029		21
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		44
Cloud Technology Solutions (CTS) - Revolver	7/3/2029		1,705
Concert Golf Partners Holdco LLC - Delayed Draw	4/2/2029		2,340
Concert Golf Partners Holdco LLC - Revolver	3/31/2028		2,492
CPS Group Holdings, Inc. - Revolver	3/3/2025		4,933
Darcy Partners R/C - First Lien Senior Secured Loan	6/1/2028		349
DC Blox Inc. - First Lien Senior Secured Loan	3/22/2026		1,915
Direct Travel, Inc. - Delayed Draw	10/2/2025		2,625
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/30/2024		2,267
Element Buyer, Inc. - Revolver	7/19/2024		4,250
Eleven Software - Revolver	9/25/2026		1,339
Grammer Purchaser, Inc. - Revolver	9/30/2024		234
Great Expressions Dental Center PC - Revolver	9/28/2023		127
Gulf Winds International - Revolver	12/16/2028		5,292
Intoxalock - Revolver	11/1/2028		3,087
JHCC Holdings, LLC - Delayed Draw	9/9/2025		31
JHCC Holdings, LLC - Revolver	9/9/2025		1,088
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		3,092
Mach Acquisition R/C - Revolver	10/18/2026		6,026

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Portfolio Company & Investment	Expiration Date (1)	Unfunded Commitments (2)
Margaux Acquisition Inc. - Revolver	12/19/2025		1,915
Margaux UK Finance Limited - Revolver	12/19/2024		603
masLabor - Revolver	7/1/2027		345
Meriplex Communications, Ltd. - Delayed Draw	7/17/2028		8,931
Meriplex Communications, Ltd. - Revolver	7/17/2028		2,542
Morrow Sodali - Delayed Draw	4/25/2028		1,345
Morrow Sodali - Revolver	4/25/2028		1,312
MRH Trowe Beteiligungsgesellschaft MBH - First Lien Senior Secured Loan	7/26/2028		7,888
MRI Software LLC - Revolver	2/10/2026		1,782
MZR Buyer, LLC - Revolver	12/21/2026		5,210
NearMap - Revolver	12/9/2029		4,652
New Look (Delaware) Corporation - Delayed Draw	5/26/2028		1,938
New Look Vision Group - Delayed Draw	5/26/2028		62
New Look Vision Group - Revolver	5/26/2026		571
OGH Bidco Limited - Delayed Draw	6/29/2029		7,440
Omni Intermediate - Delayed Draw	11/23/2026		504
Omni Intermediate R/C - First Lien Senior Secured Loan	11/30/2026		732
Paisley Bidco Limited - Revolver	11/26/2028		1,460
Parcel2Go - First Lien Senior Secured Loan	7/15/2028		33
Premier Imaging, LLC - Delayed Draw	1/2/2025		4,816
Reconomy - First Lien Senior Secured Loan	6/24/2029		7,949
Reconomy - First Lien Senior Secured Loan	6/24/2029		7,949
Refine Intermediate, Inc. - Revolver	9/3/2026		5,340
Revalize, Inc. - Revolver	4/15/2027		1,340
RoadOne - Delayed Draw	12/29/2028		5,666
RoadOne - Revolver	12/29/2028		3,388
RoC Opco LLC - Revolver	2/25/2025		7,510
Saltoun - Delayed Draw	4/11/2028		14,358
Saturn Purchaser Corp. - Revolver	7/22/2029		4,883
Service Master - Revolver	8/16/2027		7,470
Smartronix - Revolver	11/23/2027		6,321
Solaray, LLC - Revolver	9/9/2023		6,800
Spring Finco DD T/L - First Lien Senior Secured Loan	7/15/2029		1,259
SunMed Group Holdings, LLC - Revolver	6/16/2027		639
Superna Inc. - Delayed Draw	3/6/2028		2,631
Superna Inc. - Revolver	3/6/2028		2,631
SureWerx - Delayed Draw	12/28/2029		2,013
SureWerx - Revolver	12/28/2028		939
Swoogo LLC - Revolver	12/9/2026		1,243
TEI Holdings Inc. - Revolver	12/23/2025		4,221
Titan Cloud Software, Inc - Delayed Draw	9/7/2029		11,429
Titan Cloud Software, Inc - Revolver	9/7/2028		5,714
TGI Sport Bidco Pty Ltd - Delayed Draw	4/30/2026		1,315
TLC Purchaser, Inc. - Revolver	10/13/2025		1,828
V Global Holdings LLC - Revolver	12/22/2025		9,690
Ventiv Holdco, Inc. - Revolver	9/3/2025		1,704
WCI Gigawatt Purchaser - Revolver	11/19/2027		2,253
Whitcraft LLC - Revolver	4/3/2023		362
World Insurance - Revolver	4/1/2026		326
WSP Initial Term Loan - Delayed Draw	4/27/2027		1,797
WSP Revolving Loan - Revolver	4/27/2027		402
WU Holdco, Inc. - Revolver	3/26/2025		2,705
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Total		$	303,665

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

(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2022.

Contingencies

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

112

Note 11. Financial Highlights

The following is a schedule of financial highlights for the nine months ended September 30, 2023 and 2022:

	For the Nine Months Ended September 30,
	2023				2022
Per share data:
Net asset value at beginning of period	$	17.29			$	17.04
Net investment income (1)		1.65				1.22
Net realized gain (loss) (1)(7)		(1.07	)			0.35
Net change in unrealized appreciation (1)(2)(8)		0.85				(0.61	)
Net increase in net assets resulting from operations (1)(9)(10)		1.43				0.96
Shareholder distributions from income (3)		(1.18	)			(1.02	)
Net asset value at end of period	$	17.54			$	16.98
Net assets at end of period	$	1,132,519			$	1,096,114
Shares outstanding at end of period		64,562,265.27				64,562,265.27
Per share market value at end of period	$	15.31			$	12.00
Total return based on market value (12)		40.24		%		(15.03	)	%
Total return based on net asset value (4)		8.46		%		5.69		%
Ratios:
Ratio of net investment income to average net assets (5)(11)(13)		13.34		%		9.80		%
Ratio of total expenses to average net assets (5)(11)(13)		13.23		%		9.19		%
Supplemental data:
Ratio of interest and debt financing expenses to average net assets (5)(13)		7.25		%		4.36		%
Ratio of expenses (without incentive fees) to average net assets (5)(11)(13)		11.62		%		8.26		%
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets (5)(11)(13)		4.86		%		4.04		%
Average principal debt outstanding	$	1,466,088			$	1,313,035
Portfolio turnover (6)		25.69		%		36.14		%

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

(2)Net change in unrealized appreciation on investments per share may not be consistent with the consolidated statements of operations due to the timing of shareholder transactions.

(3)The per share data for distributions reflects the actual amount of distributions declared during the period.

(4)Total return based on net asset value is calculated as the change in net asset value per share during the period, assuming dividends and distributions, including those distributions that have been declared. Total return has not been annualized.

(5)The computation of average net assets during the year is based on averaging net assets for the periods reported.

(6)Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported.

(7)Net realized gain (loss) includes net realized gain (loss) on investments, net realized gain (loss) on forward currency exchange contracts, net realized gain (loss) on foreign currency transactions, and net realized loss on extinguishment of debt.

(8)Net change in unrealized appreciation includes net change in unrealized appreciation on investments, net change in unrealized appreciation on forward currency exchange contracts and net change in unrealized appreciation on foreign currency translation.

(9)The sum of quarterly per share amounts presented in previously filed financial statements on Form 10‑Q may not equal earnings per share. This is due to changes in the number of weighted average shares outstanding and the effects of rounding.

(10)Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase (decrease) in net assets per share on the consolidated statements of operations due to changes in the number of weighted average shares outstanding and the effects of rounding.

(11)The ratio of voluntary incentive fee waiver to average net assets was 0.00% and 0.00% for the nine months ended September 30, 2023 and 2022, respectively (Note 5). The ratio of voluntary management fee waiver to average net assets was 0.00% and 0.00% for the nine months ended September 30, 2023 and 2022, respectively (Note 5). The ratio of net investment income without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the nine months ended September 30, 2023 would be 13.34%. The ratio of net investment income without the voluntary incentive fee waiver to average net assets for the nine months ended September 30, 2022 would be 9.80%. The ratio of total expenses without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the nine months ended September 30, 2023 would be 13.23%. The ratio of total expenses without the voluntary incentive fee waiver to average net assets for the nine months ended September 30, 2022 would be 9.19%.

113

(12)Total return based on market value is calculated as the change in market value per share during the period, assuming dividends and distributions, including those distributions that have been declared. Total return has not been annualized.

(13)Ratio is annualized. Incentive fees, voluntary incentive fee waivers, and voluntary management fee waivers, if any, included within the ratio are not annualized.

Note 12. Subsequent Events

The Company’s management has evaluated the events and transactions that have occurred through November 6, 2023, the issuance date of the consolidated financial statements, and noted no items requiring disclosure in this Form 10-Q or adjustment of the consolidated financial statements.

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

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

Overview

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by BCSF Advisors, LP (our “Advisor” or “BCSF Advisors”), a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator” or “BCSF Advisors”). Since we commenced operations on October 13, 2016 through September 30, 2023, we have invested approximately $6,878.1 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

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

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

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

Investments

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

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

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

Revenues

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

Our debt investment portfolio consists of primarily floating rate loans. As of September 30, 2023 and December 31, 2022, 94.2% and 94.5%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

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

Expenses

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

•our operational and organizational cost;

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

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

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

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

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

•distributions on our common stock;

•transfer agent and custody fees and expenses;

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

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

•brokerage fees and commissions;

•federal and state registration fees;

•U.S. federal, state and local taxes;

•Independent Director fees and expenses;

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

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

•costs of holding stockholder meetings;

•our fidelity bond;

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

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

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

•fees and expenses associated with marketing efforts;

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

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

To the extent that expenses to be borne by us are paid by BCSF Advisors, we will generally reimburse BCSF Advisors for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board of Directors (our “Board”). We incurred expenses related to the Administrator of $0.4 million and $0.0 million for the three months ended September 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. We incurred expenses related to the Administrator of $0.8 million and $0.0 million for the nine months ended September 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended September 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.4 million and $0.5 million for the nine months ended September 30, 2023 and 2022, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. BCSF Advisors will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

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Leverage

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of September 30, 2023, the Company’s asset coverage was 182.2%.

Investment Decision Process

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

Sourcing and Idea Generation

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

Investment Diligence & Recommendation

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

Credit Committee Approval and Portfolio Construction

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

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

Portfolio & Risk Management

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

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Portfolio and Investment Activity

During the three months ended September 30, 2023, we invested $114.2 million, including PIK, in 59 portfolio companies, and had $102.8 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $11.4 million for the period. Of the $114.2 million invested during the three months ended September 30, 2023, $47.2 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the three months ended September 30, 2022, we invested $433.0 million, including PIK, in 59 portfolio companies, and had $396.5 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $36.5 million for the period. Of the $433.0 million invested during the three months ended September 30, 2022, $53.9 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the nine months ended September 30, 2023, we invested $630.8 million, including PIK, in 91 portfolio companies, and had $616.2 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $14.6 million for the period. Of the $630.8 million invested during the nine months ended September 30, 2023, $160.1 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the nine months ended September 30, 2022, we invested $1,292.2 million, including PIK, in 94 portfolio companies, and had $1,249.9 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $42.3 million for the period. Of the $1,292.2 million invested during the nine months ended September 30, 2022, $123.8 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

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The following table shows the composition of the investment portfolio and associated yield data as of September 30, 2023 (dollars in thousands):

	As of September 30, 2023
												Weighted Average
												Yield (1)
												at
			Percentage of						Percentage of			Amortized			Market
	Amortized Cost		Total Portfolio			Fair Value			Total Portfolio			Cost			Value
First Lien Senior Secured Loans	$	1,573,347		66.3	%	$	1,531,270			64.0	%		12.2	%		12.4	%
Second Lien Senior Secured Loans		87,884		3.7			85,286			3.6			14.4			14.8
Subordinated Debt		44,915		1.9			45,430			1.9			13.8			13.6
Structured Products		24,050		1.0			23,069			1.0			20.3			21.1
Preferred Equity		69,270		2.9			105,601			4.4			10.0			8.0
Equity Interests		209,518		8.8			229,791			9.6			14.0			14.1
Warrants		480		0.0			504			0.0		N/A			N/A
Subordinated Notes in Investment Vehicles (2)		302,973		12.7			302,974			12.7			12.2			12.2
Preferred Equity Interests in Investment Vehicles (2)		10		0.0			(990	)		0.0		N/A			N/A
Equity Interests in Investment Vehicles (2)		64,959		2.7			67,263			2.8			27.4			26.5
Total	$	2,377,406		100.0	%	$	2,390,198			100.0	%		12.9	%		13.1	%

(1)The weighted average yield is computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total relevant investments at amortized cost. The weighted average yield does not represent the total return to our stockholders.

(2)Represents debt and equity investment in ISLP and SLP.

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The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2022 (dollars in thousands):

	As of December 31, 2022
												Weighted Average
												Yield (1)
												at
			Percentage of						Percentage of			Amortized			Market
	Amortized Cost		Total Portfolio			Fair Value			Total Portfolio			Cost			Value
First Lien Senior Secured Loans	$	1,703,591		70.4	%	$	1,630,877			68.3	%		10.9	%		11.2	%
Second Lien Senior Secured Loans		98,120		4.1			93,950			3.9			13.7			14.3
Subordinated Debt		43,752		1.8			43,922			1.8			11.6			11.6
Structured Products		24,050		1.0			22,763			1.0			19.8			20.9
Preferred Equity		57,106		2.4			80,945			3.4			10.0			8.6
Equity Interests		189,896		7.8			210,689			8.8			10.6			10.7
Warrants		480		0.0			524			0.0		N/A			N/A
Subordinated Notes in Investment Vehicles (2)		237,974		9.8			237,974			10.0			11.4			11.4
Preferred Equity Interests in Investment Vehicles (2)		10		0.0			(644	)		0.0		N/A			N/A
Equity Interests in Investment Vehicles (2)		64,959		2.7			65,977			2.8			17.9			17.6
Total	$	2,419,938		100.0	%	$	2,386,977			100.0	%		11.4	%		11.6	%

(1)The weighted average yield is computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total relevant investments at amortized cost. The weighted average yield does not represent the total return to our stockholders.

(2)Represents debt and equity investment in ISLP and SLP.

The following table presents certain selected information regarding our investment portfolio as of September 30, 2023:

	As of
	September 30, 2023
Number of portfolio companies		143
Percentage of debt bearing a floating rate (1)		94.2	%
Percentage of debt bearing a fixed rate (1)		5.8	%

(1)Measured on a fair value basis. Subordinated Notes in Investment Vehicles are included in floating rate.

The following table presents certain selected information regarding our investment portfolio as of December 31, 2022:

	As of
	December 31, 2022
Number of portfolio companies		132
Percentage of debt bearing a floating rate (1)		94.5	%
Percentage of debt bearing a fixed rate (1)		5.5	%

(1)Measured on a fair value basis. Subordinated Notes in Investment Vehicles are included in floating rate.

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The following table shows the amortized cost and fair value of our performing and non-accrual investments as of September 30, 2023 (dollars in thousands):

	As of September 30, 2023
		Amortized Cost		Percentage at Amortized Cost				Fair Value		Percentage at Fair Value
Performing	$		2,341,424		98.5	%	$		2,365,566		99.0	%
Non-accrual			35,982		1.5				24,632		1.0
Total	$		2,377,406		100.0	%	$		2,390,198		100.0	%

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2022 (dollars in thousands):

	As of December 31, 2022
			Percentage at
			Amortized					Percentage at
	Amortized Cost		Cost			Fair Value		Fair Value
Performing	$	2,348,395		97.0	%	$	2,348,571		98.4	%
Non-accrual		71,543		3.0			38,406		1.6
Total	$	2,419,938		100.0	%	$	2,386,977		100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of September 30, 2023, there were four loans from three issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2022, there were five loans from three issuers placed on non-accrual in the Company’s portfolio.

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of September 30, 2023 (dollars in thousands):

	As of September 30, 2023
		Amortized Cost		Percentage of Total				Fair Value			Percentage of Total
First Lien Senior Secured Loan	$		1,573,347		63.5	%	$		1,531,270			61.5	%
Second Lien Senior Secured Loan			87,884		3.5				85,286			3.4
Subordinated Debt			44,915		1.8				45,430			1.8
Structured Products			24,050		1.0				23,069			0.9
Preferred Equity			69,270		2.8				105,601			4.2
Equity Interest			209,518		8.4				229,791			9.2
Warrants			480		0.0				504			0.0
Subordinated Notes in Investment Vehicles (1)			302,973		12.2				302,974			12.1
Preferred Equity Interest Investment Vehicles (1)			10		0.0				(990	)		0.0
Equity Interest in Investment Vehicles (1)			64,959		2.6				67,263			2.7
Cash and cash equivalents			65,212		2.6				65,212			2.6
Foreign Cash			15,089		0.6				14,286			0.6
Restricted cash and cash equivalents			25,908		1.0				25,908			1.0
Total	$		2,483,615		100.0	%	$		2,495,604			100.0	%

(1)Represents debt and equity investment in ISLP and SLP

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The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2022 (dollars in thousands):

	As of December 31, 2022
	Amortized Cost		Percentage of Total			Fair Value			Percentage of Total
First Lien Senior Secured Loans	$	1,703,591		66.9	%	$	1,630,877			65.0	%
Second Lien Senior Secured Loans		98,120		3.9			93,950			3.7
Subordinated Debt		43,752		1.7			43,922			1.7
Structured Products		24,050		0.9			22,763			0.9
Preferred Equity		57,106		2.2			80,945			3.2
Equity Interests		189,896		7.4			210,689			8.4
Warrants		480		0.0			524			0.0
Subordinated Notes in Investment Vehicles (1)		237,974		9.3			237,974			9.5
Preferred Equity Interests in Investment Vehicles (1)		10		0.0			(644	)		0.0
Equity Interests in Investment Vehicles (1)		64,959		2.5			65,977			2.6
Cash and cash equivalents		30,205		1.2			30,205			1.2
Foreign cash		34,528		1.4			29,575			1.2
Restricted cash and cash equivalents		65,950		2.6			65,950			2.6
Total	$	2,550,621		100.0	%	$	2,512,707			100.0	%

(1)Represents debt and equity investment in ISLP and SLP

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

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

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

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

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

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

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

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

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

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

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

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of September 30, 2023 (dollars in thousands):

	As of September 30, 2023
Investment Performance Rating		Fair Value		Percentage of Total			Number of Companies (1)		Percentage of Total
1	$		2,415		0.1	%		2		1.4	%
2			2,263,004		94.7			129		90.2
3			98,824		4.1			8		5.6
4			25,955		1.1			4		2.8
Total	$		2,390,198		100.0	%		143		100.0	%

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

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2022 (dollars in thousands):

	As of December 31, 2022
			Percentage of			Number of		Percentage of
Investment Performance Rating	Fair Value		Total			Companies(1)		Total
1	$	2,499		0.1	%		3		2.3	%
2		2,163,990		90.7			117		88.6
3		182,082		7.6			9		6.8
4		38,406		1.6			3		2.3
Total	$	2,386,977		100.0	%		132		100.0	%

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

Results of Operations

Our operating results for the three months ended September 30, 2023 and 2022 were as follows (dollars in thousands):

	For the Three Months Ended
	September 30,
	2023			2022
Total investment income	$	72,390		$	58,809
Total expenses, net of fee waivers		36,102			28,712
Net investment income before taxes		36,288			30,097
Less: Income taxes, including excise tax		640			—
Net investment income		35,648			30,097
Net realized gain (loss)		(51,767	)		17,968
Net change in unrealized appreciation		49,975			(37,014	)
Net increase in net assets resulting from operations	$	33,856		$	11,051

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Our operating results for the nine months ended September 30, 2023 and 2022 were as follows (dollars in thousands):

	For the Nine Months Ended
	September 30,
	2023			2022
Total investment income	$	222,842		$	157,184
Total expenses, net of fee waivers		113,792			78,669
Net investment income before taxes		109,050			78,515
Less: Income taxes, including excise tax		2,332			—
Net investment income		106,718			78,515
Net realized gain (loss)		(69,566	)		22,748
Net change in unrealized appreciation		55,160			(39,302	)
Net increase in net assets resulting from operations	$	92,312		$	61,961

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

Investment Income

The composition of our investment income for the three months ended September 30, 2023 and 2022 was as follows (dollars in thousands):

	For the Three Months Ended
	September 30,
	2023		2022
Interest income	$	57,233	$	43,817
Dividend income		8,568		6,339
PIK income		5,581		4,324
Other income		1,008		4,329
Total investment income	$	72,390	$	58,809

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $57.2 million for the three months ended September 30, 2023 from $43.8 million for the three months ended September 30, 2022, primarily due to rising base rates and a modest increase in the size of our portfolio. Our investment portfolio at amortized cost increased to $2,377.4 million as of September 30, 2023 compared to $2,356.1 million as of September 30, 2022. Dividend income increased to $8.6 million for the three months ended September 30, 2023 from $6.3 million for the three months ended September 30, 2022, primarily due to an increase in dividend income from our equity interests in ISLP, SLP, and 2018-1 Issuer. Other income decreased to approximately $1.0 million for the three months ended September 30, 2023 from $4.3 million for the three months ended September 30, 2022, primarily due to a decrease in commitment fees earned on certain investments. As of September 30, 2023, the weighted average yield of our investment portfolio increased to 12.9% from 10.2% as of September 30, 2022, at amortized cost.

The composition of our investment income for the nine months ended September 30, 2023 and 2022 was as follows (dollars in thousands):

	For the Nine Months Ended
	September 30,
	2023		2022
Interest income	$	172,283	$	117,734
Dividend income		25,689		16,310
PIK income		16,692		10,656
Other income		8,178		12,484
Total investment income	$	222,842	$	157,184

125

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $172.3 million for the nine months ended September 30, 2023 from $117.7 million for the nine months ended September 30, 2022, primarily due to rising base rates and modest increase in the size of our portfolio. Our investment portfolio at amortized cost increased to $2,377.4 million as of September 30, 2023 compared to $2,356.1 million as of September 30, 2022. Dividend income increased to $25.7 million for the nine months ended September 30, 2023 from $16.3 million for the nine months ended September 30, 2022, primarily due to an increase in dividend income from our equity interests in ISLP, SLP, and 2018-1 Issuer. Other income decreased to approximately $8.2 million for the nine months ended September 30, 2023 from $12.5 million for the nine months ended September 30, 2022, primarily due to a decrease in commitment and syndication fees earned on certain investments.

Operating Expenses

The composition of our operating expenses for the three months ended September 30, 2023 and 2022 were as follows (dollars in thousands):

	For the Three Months Ended
	September 30,
	2023		2022
Interest and debt financing expenses	$	20,775	$	14,381
Base management fee		9,140		8,853
Incentive fee		3,011		2,976
Professional fees		760		968
Directors fees		182		177
Other general and administrative expenses		2,234		1,357
Total expenses, net of fee waivers	$	36,102	$	28,712

The composition of our operating expenses for the nine months ended September 30, 2023 and 2022 were as follows (dollars in thousands):

	For the Nine Months Ended
	September 30,
	2023		2022
Interest and debt financing expenses	$	60,784	$	36,051
Base management fee		27,166		25,673
Incentive fee		18,129		10,356
Professional fees		1,792		1,804
Directors fees		535		531
Other general and administrative expenses		5,386		4,254
Total expenses, net of fee waivers	$	113,792	$	78,669

Interest and Debt Financing Expenses

Interest and debt financing expenses on our borrowings totaled approximately $20.8 million and $14.4 million for the three months ended September 30, 2023 and 2022, respectively. Interest and debt financing expense for the three months ended September 30, 2023 as compared to September 30, 2022 increased primarily due to a rise in base rates of the variable rate debt and the increased usage of our Sumitomo Credit Facility. Interest and debt financing expenses on our borrowings totaled approximately $60.8 million and $36.1 million for the nine months ended September 30, 2023 and 2022, respectively. Interest and debt financing expense for the nine months ended September 30, 2023 as compared to September 30, 2022 increased primarily due to a rise in base rates of the variable rate debt and the increased usage of our Sumitomo Credit Facility. The weighted average principal debt balance outstanding for the three months ended September 30, 2023 was $1,445.3 million compared to $1,402.8 million for the three months ended September 30, 2022. The weighted average principal debt balance outstanding for the nine months ended September 30, 2023 was $1,466.4 million compared to $1,313.0 million for the nine months ended September 30, 2022.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the nine months ended September 30, 2023 and year ended December 31, 2022 were 5.2% and 3.5%, respectively.

126

Management Fee

Management fee (net of waivers) increased to $9.1 million for the three months ended September 30, 2023 from $8.9 million for the three months ended September 30, 2022. Management fee (gross of waivers) increased to $9.1 million for the three months ended September 30, 2023 from $8.9 million for the three months ended September 30, 2022, primarily due to an increase in total assets throughout the three months ended September 30, 2023 compared to the three months ended September 30, 2022. Management fee waived for the three months ended September 30, 2023 and 2022, were $0.0 million and $0.0 million, respectively.

Management fees (net of waivers) increased to $27.2 million for the nine months ended September 30, 2023 from $25.7 million for the nine months ended September 30, 2022. Management fees (gross of waivers) increased to $27.2 million for the nine months ended September 30, 2023 compared to $25.7 million for the nine months ended September 30, 2022, primarily due to an increase in total assets throughout the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. Management fees waived for the nine months ended September 30, 2023 and 2022 were $0.0 million and $0.0 million, respectively.

Incentive Fee

Incentive fee (net of waivers) was $3.0 million for the three months ended September 30, 2023 and $3.0 million for the three months ended September 30, 2022. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the three months ended September 30, 2023 and $0.0 million for the three months ended September 30, 2022. For the three months ended September 30, 2023 there were no incentive fees related to the GAAP Incentive Fee. Incentive fee (net of waivers) increased to $18.1 million for the nine months ended September 30, 2023 from $10.4 million for the nine months ended September 30, 2022 as a result of higher pre-incentive net investment income. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the nine months ended September 30, 2023 and $0.0 million for the nine months ended September 30, 2022. For the nine months ended September 30, 2023 there were no incentive fees related to the GAAP Incentive Fee.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses were $3.0 million for the three months ended September 30, 2023 compared to $2.3 million for the three months ended September 30, 2022, primarily due to an increase in costs associated with servicing our investment portfolio.

Professional fees and other general and administrative expenses increased to $7.2 million for the nine months ended September 30, 2023 from $6.1 million for the nine months ended September 30, 2022, primarily due to an increase in costs associated with servicing our investment portfolio.

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Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three months ended September 30, 2023 and 2022 (dollars in thousands):

	For the Three Months Ended September 30,
		2023				2022
Net realized gain on investments	$		729		$		4,915
Net realized loss on investments			(51,602	)			(6,089	)
Net realized gain on foreign currency transactions			—				2,672
Net realized loss on foreign currency transactions			(673	)			(418	)
Net realized gain on forward currency exchange contracts			291				17,633
Net realized loss on forward currency exchange contracts			(512	)			—
Net realized loss on extinguishment of debt			—				(745	)
Net realized gains (losses)	$		(51,767	)	$		17,968
Change in unrealized appreciation on investments	$		68,734		$		14,185
Change in unrealized depreciation on investments			(25,587	)			(44,169	)
Net change in unrealized appreciation on investments			43,147				(29,984	)
Unrealized appreciation on foreign currency translation			(279	)			(4,820	)
Unrealized appreciation on forward currency exchange contracts			7,107				(2,210	)
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts			6,828				(7,030	)
Net change in unrealized appreciation	$		49,975		$		(37,014	)

For the three months ended September 30, 2023 and 2022, we had net realized losses on investments of ($50.9) million and ($1.2) million, respectively. For the three months ended September 30, 2023 and 2022, we had net realized gains (losses) on foreign currency transactions of ($0.7) million and $2.3 million, respectively. For the three months ended September 30, 2023 and 2022, we had net realized gains (losses) on forward currency contracts of ($0.2) million and $17.6 million, respectively.

For the three months ended September 30, 2023, we had $68.7 million in unrealized appreciation on 62 portfolio company investments, which was offset by $25.6 million in unrealized depreciation on 81 portfolio company investments. Unrealized depreciation for the three months ended September 30, 2023 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments. Unrealized appreciation for the three months ended September 30, 2023 resulted from an increase in fair value, primarily due to positive valuation adjustments.

For the three months ended September 30, 2022, we had $14.2 million in unrealized appreciation on 47 portfolio company investments, which was offset by $44.2 million in unrealized depreciation on 83 portfolio company investments. Unrealized depreciation for the three months ended September 30, 2022 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments. Unrealized appreciation was primarily due to positive valuation adjustments.

For the three months ended September 30, 2023 and 2022, we had unrealized appreciation on forward currency exchange contracts of $7.1 million and ($2.2) million, respectively. For the three months ended September 30, 2023, unrealized appreciation on forward currency exchange contracts was due to EUR, AUD, GBP, CAD and NOK forward contracts.

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The following table summarizes our net realized and unrealized gains (losses) for the nine months ended September 30, 2023 and 2022 (dollars in thousands):

	For the Nine Months Ended September 30,
		2023				2022
Net realized gain on investments	$		2,579		$		9,660
Net realized loss on investments			(64,332	)			(11,993	)
Net realized gain on foreign currency transactions			-				5,899
Net realized loss on foreign currency transactions			(5,207	)			(967	)
Net realized gain on forward currency exchange contracts			410				20,934
Net realized loss on forward currency exchange contracts			(3,016	)			(40	)
Net realized loss on extinguishment of debt			-				(745	)
Net realized gains (losses)	$		(69,566	)	$		22,748
Change in unrealized appreciation on investments	$		77,649		$		58,433
Change in unrealized depreciation on investments			(31,896	)			(98,775	)
Net change in unrealized appreciation on investments			45,753				(40,342	)
Unrealized appreciation on foreign currency translation			3,615				(6,525	)
Unrealized appreciation on forward currency exchange contracts			5,792				7,565
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts			9,407				1,040
Net change in unrealized appreciation	$		55,160		$		(39,302	)

For the nine months ended September 30, 2023 and 2022, we had net realized losses on investments of ($61.8) million and ($2.3) million, respectively. For the nine months ended September 30, 2023 and 2022, we had net realized gains (losses) on foreign currency transactions of ($5.2) million and $4.9 million, respectively. For the nine months ended September 30, 2023 and 2022, we had net realized gains (losses) on forward currency contracts of ($2.6) million and $20.9 million, respectively, primarily as a result of settling EUR, GBP and NOK forward contracts.

For the nine months ended September 30, 2023, we had $77.6 million in unrealized appreciation on 80 portfolio company investments, which was offset by ($31.9) million in unrealized depreciation on 68 portfolio company investments. Unrealized depreciation for the nine months ended September 30, 2023 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments. Unrealized appreciation for the nine months ended September 30, 2023 resulted to an increase in fair value, primarily due to positive valuation adjustments.

For the nine months ended September 30, 2022, we had $58.4 million in unrealized appreciation on 38 portfolio company investments, which was offset by $98.8 million in unrealized depreciation on 98 portfolio company investments. Unrealized depreciation for the nine months ended September 30, 2022 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments. Unrealized appreciation was primarily due to positive valuation adjustments.

For the nine months ended September 30, 2023 and 2022, we had unrealized appreciation on forward currency exchange contracts of $5.8 million and $7.6 million, respectively. For the nine months ended September 30, 2023, unrealized appreciation on forward currency exchange contracts was due to EUR, AUD, GBP, CAD and NOK forward contracts.

129

The following table summarizes the impact of foreign currency for the three months ended September 30, 2023 and 2022, (dollars in thousands):

	For the Three Months Ended September 30,
		2023				2022
Net change in unrealized appreciation on investments due to foreign currency	$		(5,512	)	$		(6,034	)
Net realized gain (loss) on investments due to foreign currency			121				(4,856	)
Net change in unrealized appreciation on foreign currency translation			(279	)			(4,820	)
Net realized gain (loss) on foreign currency transactions			(673	)			2,254
Net change in unrealized appreciation on forward currency exchange contracts			7,107				(2,210	)
Net realized gain (loss) on forward currency exchange contracts			(221	)			17,633
Foreign currency impact to net increase in net assets resulting from operations	$		543		$		1,967

Included in total net losses on the consolidated statements of operations is losses of ($6.3) million and ($13.5) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended September 30, 2023 and 2022, respectively. Including the total net realized and unrealized gains on forward currency exchange contracts of $6.9 million and $15.4 million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $0.5 million and $2.0 million for the three months ended September 30, 2023 and 2022, respectively.

The following table summarizes the impact of foreign currency for the nine months ended September 30, 2023 and 2022, (dollars in thousands):

	For the Nine Months Ended September 30,
		2023				2022
Net change in unrealized appreciation on investments due to foreign currency	$		(1,096	)	$		(16,641	)
Net realized gain (loss) on investments due to foreign currency			1,016				(7,402	)
Net change in unrealized appreciation on foreign currency translation			3,615				(6,525	)
Net realized gain (loss) on foreign currency transactions			(5,207	)			4,932
Net change in unrealized appreciation on forward currency exchange contracts			5,792				7,565
Net realized gain (loss) on forward currency exchange contracts			(2,606	)			20,894
Foreign currency impact to net increase in net assets resulting from operations	$		1,514		$		2,823

Included in total net losses on the consolidated statements of operations is losses of ($1.7) million and ($25.6) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the nine months ended September 30, 2023 and 2022, respectively. Including the total net realized and unrealized gains on forward currency exchange contracts of $3.2 million and $28.5 million, respectively, included in the above table, the net impact of foreign currency on total net gains on the consolidated statements of operations is $1.5 million and $2.8 million for the nine months ended September 30, 2023 and 2022, respectively.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended September 30, 2023 and 2022, the net increase in net assets resulting from operations was $33.9 million and $11.1 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended September 30, 2023 and 2022, our per share net increase in net assets resulting from operations was $0.52 and $0.17, respectively.

For the nine months ended September 30, 2023 and 2022, the net increase in net assets resulting from operations was $92.3 million and $62.0 million, respectively. Based on the weighted average shares of common stock outstanding for the nine months ended September 30, 2023 and 2022, our per share net increase in net assets resulting from operations was $1.43 and $0.96, respectively.

130

Financial Condition, Liquidity and Capital Resources

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

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of September 30, 2023 and December 31, 2022, our asset coverage ratio was 182.2% and 180.0%, respectively.

At September 30, 2023 and December 31, 2022, we had $105.4 million and $125.7 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

At September 30, 2023, we had approximately $224.2 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2022, we had approximately $222.0 million of availability on our Sumitomo Credit Facility and $50.0 million of availability on our Revolving Advisor Loan, subject to existing terms and regulatory requirements.

For the nine months ended September 30, 2023, cash, foreign cash, restricted cash, and cash equivalents decreased by $20.3 million. During the nine months ended September 30, 2023, we provided $70.6 million in cash for operating activities. The increase in cash provided by operating activities was primarily related to cash generated from earnings of $92.3 million outpacing net increase in investments of $14.6 million.

During the nine months ended September 30, 2023, we used $89.3 million for financing activities, primarily due to borrowings and repayments on our Sumitomo Credit Facility and paying our quarterly dividend to shareholders.

For the nine months ended September 30, 2022, cash, foreign cash, restricted cash, and cash equivalents decreased by $144.8 million. During the nine months ended September 30, 2022, we used $379.9 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to the purchases of investments of $1,202.2 million, which was offset by proceeds from principal payments and sales of investments of $735.4 million and a net increase in assets resulting from operations of $62.0 million.

During the nine months ended September 30, 2022, we provided $235.5 million for financing activities, primarily due to borrowings and repayments on our Sumitomo Credit Facility and the retirement of the 2023 Notes.

Equity

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

During the nine months ended September 30, 2023, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan. During the nine months ended September 30, 2022, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan.

131

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act of 1934. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of September 30, 2023, there have been no repurchases of common stock.

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

Debt

The Company’s outstanding borrowings as of September 30, 2023 and December 31, 2022 were as follows:

	As of September 30, 2023									As of December 31, 2022
		Total Aggregate			Principal						Total Aggregate			Principal
		Principal Amount			Amount			Carrying			Principal Amount			Amount			Carrying
		Committed			Outstanding			Value (1)			Committed			Outstanding			Value (1)
2019-1 Debt	$		352,500	$		352,500	$		351,196	$		352,500	$		352,500	$		351,099
Revolving Advisor Loan			—			—			—			50,000			—			—
March 2026 Notes			300,000			300,000			297,237			300,000			300,000			296,392
October 2026 Notes			300,000			300,000			295,837			300,000			300,000			294,812
Sumitomo Credit Facility (2)			665,000			426,000			426,000			665,000			443,000			443,000
Total Debt	$		1,617,500	$		1,378,500	$		1,370,270	$		1,667,500	$		1,395,500	$		1,385,303

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

(2)On January 26, 2022, Gale Aviation (Offshore) Co investment, a controlled affiliate investment of the Company, entered into a letter of credit agreement with Sumitomo Mitsui Banking Corporation for $14.7 million. As of September 30, 2023, $14.7 million is outstanding on the letter of credit and the amount has been drawn against the total aggregate principal amount committed of the Sumitomo Credit Facility.

Distribution Policy

The Company’s distributions are recorded on the record date. The following tables summarizes distributions declared during the nine months ended September 30, 2023 (dollars in thousands, except per share):

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 28, 2023	March 31, 2023	April 28, 2023	$	0.38	$	24,534
May 9, 2023	June 30, 2023	July 31, 2023	$	0.38	$	24,534
August 8, 2023	September 29, 2023	October 31, 2023	$	0.42	$	27,116
Total distributions declared			$	1.18	$	76,184

132

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the nine months ended September 30, 2022 (dollars in thousands, except per share data):

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
February 23, 2022	March 31, 2022	April 29, 2022	$	0.34	$	21,951
May 5, 2022	June 30, 2022	July 29, 2022	$	0.34	$	21,951
August 3, 2022	September 30, 2022	October 28, 2022	$	0.34	$	21,951
Total distributions declared			$	1.02	$	65,853

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

We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a regulated investment company (a “RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In addition, we generally will be required to pay an excise tax equal to 4% on certain undistributed taxable income unless we distribute in a timely manner an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax. The taxable income on which we pay excise tax is generally distributed to our stockholders in the next tax year. Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income for distribution in the following year, and pay any applicable excise tax. For the three months ended September 30, 2023 and 2022 we recorded an expense of $0.6 million and $0.0 million, respectively for U.S. federal excise tax. For the nine months ended September 30, 2023 and 2022 we recorded an expense of $1.9 million and $0.0 million, respectively for U.S. federal excise tax.

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

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

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

Commitments and Off-Balance Sheet Arrangements

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

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Significant Accounting Estimates and Critical Accounting Policies

Basis of Presentation

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

Use of Estimates

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

Revenue Recognition

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

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

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

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

Valuation of Portfolio Investments

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

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

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

With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:

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

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

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

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

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

Contractual Obligations

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

On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement. Pursuant to this Agreement, effective February 1, 2019, the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The Amended Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

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

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

The following table shows the contractual maturities of our debt obligations as of September 30, 2023 (dollars in thousands):

	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
2019-1 Debt	$		352,500	$		—	$		—	$		—	$	352,500
March 2026 Notes			300,000			—			300,000			—		—
October 2026 Notes			300,000			—			—			300,000		—
Sumitomo Credit Facility			426,000			—			—			426,000		—
Total Debt Obligations	$		1,378,500	$		—	$		300,000	$		726,000	$	352,500

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Assuming that the statement of financial condition as of September 30, 2023 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands):

							Net Increase
	Increase			Increase			(Decrease) in Net
	(Decrease) in			(Decrease) in			Investment
Change in Interest Rates	Interest Income			Interest Expense			Income
Down 100 basis points	$	(17,532	)	$	(7,785	)	$	(8,285	)
Down 200 basis points		(35,063	)		(15,570	)		(16,569	)
Down 300 basis points		(52,511	)		(23,355	)		(24,783	)
Up 100 basis points		17,532			7,785			8,285
Up 200 basis points		35,063			15,570			16,569
Up 300 basis points		52,595			23,355			24,854

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2023 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15 and 15d‑15(e) under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors described below and discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described below and in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.

The financial markets recently have encountered volatility associated with concerns about the banking industry, especially small and regional banks who may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted, including suffering bank failures, and others may be materially and adversely impacted. Our business is dependent on bank relationships and we are proactively monitoring the financial health of such bank relationships. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

The Company did not engage in any unregistered sales of equity securities, issue any common stock under the Company's dividend reinvestment plan, or purchase any common stock during the three months ended September 30, 2023.

Item 3. Default Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits, Financial Statement Schedules

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2023 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).

Exhibit Number	Description of Document
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
3.2	Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
4.1	Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
10.1	Second Amended and Restated Investment Advisory Agreement, dated November 28, 2018, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (File No. 814‑01175), filed on February 1, 2019).
10.2	Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
10.3	Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
10.4	Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
10.5	Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.6	Portfolio Management Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.7	Loan Sale Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.8	Collateral Administration Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.9	Master Participation Agreement, dated as of September 28, 2018, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2018‑1, LLC, as issuer (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.10	Amended and Restated Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LLC, as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022).

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Exhibit Number	Description of Document
10.11	First Supplemental Indenture, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, and Bain Capital Specialty Finance, in its capacity as Portfolio Manager under the Agreement on behalf of the Issuer, and together with its successors in such capacity, the “Portfolio Manager”. (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.12	Amended and Restated Portfolio Management Agreement, dated as of November 30, 2021, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager. (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022).
10.13	First Amendment to Amended and Restated Portfolio Management Agreement, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as Co-Issuer, and Wells Fargo Bank, National Association, as Trustee. (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.14	Loan Sale Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.15	Collateral Administration Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.16	Master Participation Agreement, dated as of August 28, 2019, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.17	Master Participation Agreement, dated as of August 28, 2019, by and between BCSF II-C, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.18	Revolving Loan Agreement, dated March 27, 2020, by and between the Company, as Borrower, and BCSF Advisors, LP, as Lender (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on May 4, 2020).
10.19	Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 24, 2021).
10.20	Underwriting Agreement, dated March 3, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP and Goldman Sachs & Co. LLC, as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 5, 2021).
10.21	Indenture, dated as of March 10, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).

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Exhibit Number	Description of Document
10.22	First Supplemental Indenture, dated as of March 10, 2021, relating to the 2.950% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
10.23	Form of 2.950% Notes due 2026 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
10.24	Underwriting Agreement, dated October 5, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP, and Goldman Sachs & Co. LLC and SMBC Nikko Securities America Inc., as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 6, 2021).
10.25	Second Supplemental Indenture, dated as of October 13, 2021, relating to the 2.550% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).
10.26	Form of 2.550% Notes due 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).
10.27	Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).
10.28	First Amendment dated as of July 6, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).
10.29	Increasing Lender/Joinder Lender Agreement, dated as of December 14, 2022, between the Company, the Lenders and Issuing Banks from time to time party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent (in such capacity, the “Administrative Agent”); and (b) the Notice of Commitment Increase Request, dated as of December 14, 2022, provided by the Company to the Administrative Agent (the “Notice”). (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.30	Increasing Lender/Joinder Lender Agreement dated as of July 22, 2022, pursuant to Section 2.08(e) of the Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (Incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10 Q (File No. 814 01175), filed on August 3, 2022).
10.31	Second Amendment dated as of August 24, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).
10.32	Amended and Restated Limited Liability Company Agreement, dated December 27, 2021, of Bain Capital Senior Loan Program, LLC. (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).

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Exhibit Number	Description of Document
10.33	First Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 8, 2023).
10.34	Second Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2019-1, Ltd., as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer, and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.34 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 8, 2023).
10.35*	Amendment dated September 11, 2023 to the Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp.
23.1	Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
24.1	Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 8, 2023).
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
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* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bain Capital Specialty Finance, Inc.
Date: November 6, 2023	By:	/s/ Michael A. Ewald
	Name:	Michael A. Ewald
	Title:	Chief Executive Officer

Date: November 6, 2023	By:	/s/ Sally F. Dornaus
	Name:	Sally F. Dornaus
	Title:	Chief Financial Officer

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