0001104659-20-090826.txt : 20200805 0001104659-20-090826.hdr.sgml : 20200805 20200805160657 ACCESSION NUMBER: 0001104659-20-090826 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20200630 FILED AS OF DATE: 20200805 DATE AS OF CHANGE: 20200805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bain Capital Specialty Finance, Inc. CENTRAL INDEX KEY: 0001655050 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 814-01175 FILM NUMBER: 201077283 BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL CREDIT, LP STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 516-2318 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL CREDIT, LP STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: Sankaty Capital Corp DATE OF NAME CHANGE: 20151007 10-Q 1 tm2020580-1_10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2020

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

Commission file number: 814-01175

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware		81-2878769
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

200 Clarendon Street, 37th Floor Boston, MA (Address of principal executive offices)		02116 (Zip Code)

(617) 516-2000

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

As of August 5, 2020, the registrant had 64,562,265.27 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

		Page

PART I	FINANCIAL INFORMATION	4

Item 1.	Consolidated Financial Statements	4

	Consolidated Statements of Assets and Liabilities as of June 30, 2020 (unaudited) and December 31, 2019	4

	Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019 (unaudited)	5

	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2020 and 2019 (unaudited)	6

	Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 (unaudited)	7

	Consolidated Schedules of Investments as of June 30, 2020 (unaudited) and December 31, 2019	8

	Notes to Consolidated Financial Statements (unaudited)	22

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	84

Item 4.	Controls and Procedures	84

PART II	OTHER INFORMATION	85

Item 1.	Legal Proceedings	85

Item 1A.	Risk Factors	85

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	87

Item 3.	Defaults Upon Senior Securities	87

Item 4.	Mine Safety Disclosures	87

Item 5.	Other Information	87

Item 6.	Exhibits	88

Signatures		91

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, 2019 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, 2019. 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.

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

	As of			As of
	June 30, 2020			December 31, 2019
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $2,467,545 and $2,416,854, respectively)	$	2,334,972		$	2,403,250
Non-controlled/affiliate investment (amortized cost of $6,720 and $6,720, respectively)		9,728			6,720
Controlled affiliate investment (amortized cost of $136,127 and $113,689, respectively)		131,287			117,085
Cash and cash equivalents		76,364			36,531
Foreign cash (cost of $520 and $854, respectively)		305			810
Restricted cash and cash equivalents		26,230			31,505
Collateral receivable on forward currency exchange contracts		1,604			-
Deferred financing costs		3,562			3,182
Interest receivable on investments		16,214			22,482
Receivable for sales and paydowns of investments		2,468			21,994
Unrealized appreciation on forward currency exchange contracts		3,070			1,034
Dividend receivable		4,214			961
Total Assets	$	2,610,018		$	2,645,554

Liabilities
Debt (net of unamortized debt issuance costs of $7,876 and $4,584, respectively)	$	1,542,281		$	1,574,635
Offering costs payable		1,286			-
Interest payable		10,888			15,534
Payable for investments purchased		95			293
Collateral payable on forward currency exchange contracts		-			331
Unrealized depreciation on forward currency exchange contracts		32			1,252
Base management fee payable		8,640			7,265
Incentive fee payable		-			4,513
Accounts payable and accrued expenses		3,892			2,155
Distributions payable		21,951			21,176
Total Liabilities		1,589,065			1,627,154

Commitments and Contingencies (See Note 10)

Net Assets
Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	$	-		$	-
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,562,265 and 51,649,812 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively		65			52
Paid in capital in excess of par value		1,166,685			1,038,343
Total distributable earnings (loss)		(145,797	)		(19,995	)
Total Net Assets		1,020,953			1,018,400
Total Liabilities and Total Net assets	$	2,610,018		$	2,645,554

Net asset value per share	$	15.81		$	19.72

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended June 30,			For the Three Months Ended June 30,			For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2020			2019			2020			2019
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments	$	44,147		$	44,938		$	92,018		$	75,326
Dividend income		681			-			714			16
Other income		59			369			499			391
Total investment income from non-controlled/non-affiliate investments		44,887			45,307			93,231			75,733

Investment income from controlled affiliate investments:
Interest from investments		738			135			1,510			242
Dividend income		2,246			5,152			4,626			14,510
Other income		-			4			-			4
Total investment income from controlled affiliate investments		2,984			5,291			6,136			14,756
Total investment income		47,871			50,598			99,367			90,489

Expenses
Interest and debt financing expenses		17,312			16,619			35,188			27,165
Base management fee		8,639			7,983			17,365			14,734
Incentive fee		-			4,490			-			8,575
Professional fees		643			275			1,613			826
Directors fees		171			106			346			211
Other general and administrative expenses		1,084			1,587			2,333			2,430
Total expenses before fee waivers		27,849			31,060			56,845			53,941
Base management fee waiver		-			(1,617	)		-			(3,867	)
Incentive fee waiver		-			-			-			(1,982	)
Total expenses, net of fee waivers		27,849			29,443			56,845			48,092
Net investment income		20,022			21,155			42,522			42,397

Net realized and unrealized gains (losses)
Net realized gain (loss) on non-controlled/non-affiliate investments		52			(571	)		(10,404	)		(1,421	)
Net realized gain on controlled affiliate investments		-			265			-			265
Net realized gain (loss) on foreign currency transactions		66			(318	)		(349	)		(312	)
Net realized gain on forward currency exchange contracts		5,097			7,063			6,602			10,696
Net change in unrealized appreciation (depreciation) on foreign currency translation		104			499			(105	)		300
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts		(9,865	)		(5,866	)		3,256			(9,149	)
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments		10,418			275			(118,969	)		14,642
Net change in unrealized appreciation on non-controlled/affiliate investments		3,008			-			3,008			-
Net change in unrealized appreciation (depreciation) on controlled affiliate investments		(7,130	)		(3,280	)		(8,236	)		1,116
Total net gains (losses)		1,750			(1,933	)		(125,197	)		16,137

Net increase (decrease) in net assets resulting from operations	$	21,772		$	19,222		$	(82,675	)	$	58,534

Basic and diluted net investment income per common share	$	0.37		$	0.41		$	0.81		$	0.82
Basic and diluted increase (decrease) in net assets resulting from operations per common share	$	0.40		$	0.37		$	(1.57	)	$	1.14
Basic and diluted weighted average common shares outstanding		53,778,239			51,629,544			52,714,025			51,556,248

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended June 30,			For the Three Months Ended June 30,			For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2020			2019			2020			2019
Operations:
Net investment income	$	20,022		$	21,155		$	42,522		$	42,397
Net realized gain (loss)		5,215			6,439			(4,151	)		9,228
Net change in unrealized appreciation (depreciation)		(3,465	)		(8,372	)		(121,046	)		6,909
Net increase (decrease) in net assets resulting from operations		21,772			19,222			(82,675	)		58,534
Stockholder distributions:
Distributions from distributable earnings		(21,951	)		(21,176	)		(43,127	)		(42,283	)
Net decrease in net assets resulting from stockholder distributions		(21,951	)		(21,176	)		(43,127	)		(42,283	)
Capital share transactions:
Issuance of common stock, net		128,355			-			128,355			-
Reinvestment of stockholder distributions		-			3,322			-			3,322
Net increase in net assets resulting from capital share transactions		128,355			3,322			128,355			3,322

Total increase in net assets		128,176			1,368			2,553			19,573
Net assets at beginning of period		892,777			1,019,834			1,018,400			1,001,629
Net assets at end of period	$	1,020,953		$	1,021,202		$	1,020,953		$	1,021,202

Net asset value per common share	$	15.81		$	19.77		$	15.81		$	19.77
Common stock outstanding at end of period		64,562,265			51,649,812			64,562,265			51,649,812

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(Unaudited)

	For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2020			2019
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	(82,675	)	$	58,534
Adjustments to reconcile net increase in net assets from
operations to net cash used in operating activities:
Purchases of investments		(325,370	)		(782,161	)
Proceeds from principal payments and sales of investments		265,724			562,549
Net realized loss from investments		10,404			1,156
Net realized loss on foreign currency transactions		349			312
Net change in unrealized (appreciation) depreciation on forward currency exchange contracts		(3,256	)		9,149
Net change in unrealized (appreciation) depreciation on investments		124,197			(15,758	)
Net change in unrealized (appreciation) depreciation on foreign currency translation		105			(300	)
Increase in investments due to PIK		(1,658	)		(194	)
Accretion of discounts and amortization of premiums		(2,789	)		(1,697	)
Amortization of deferred financing costs and debt issuance costs		1,135			644
Changes in operating assets and liabilities:
Collateral receivable on forward currency exchange contracts		(1,604	)		(1,980	)
Interest receivable on investments		6,268			(7,280	)
Prepaid insurance		-			1
Dividend receivable		(3,253	)		8,417
Other assets		-			(1,484	)
Interest payable		(4,646	)		6,058
Collateral payable on forward currency exchange contracts		(331	)		-
Base management fee payable		1,375			3,416
Incentive fee payable		(4,513	)		1,190
Accounts payable and accrued expenses		1,337			2,188
Net cash used in operating activities		(19,201	)		(157,240	)

Cash flows from financing activities
Borrowings on debt		485,612			626,091
Repayments on debt		(514,502	)		(333,300	)
Payments of financing costs		(4,408	)		(409	)
Payments of offering costs		(2,277	)		(89	)
Proceeds from issuance of common stock		131,917			-
Stockholder distributions paid		(42,352	)		(38,894	)
Net cash provided by financing activities		53,990			253,399

Net increase in cash, foreign cash, restricted cash and cash equivalents		34,789			96,159
Effect of foreign currency exchange rates		(736	)		(527	)
Cash, foreign cash, restricted cash and cash equivalents, beginning of period		68,846			33,271
Cash, foreign cash, restricted cash and cash equivalents, end of period	$	102,899		$	128,903

Supplemental disclosure of cash flow information:
Cash interest paid during the period	$	38,699		$	20,463
Supplemental disclosure of non-cash information:
Reinvestment of stockholder distributions	$	-		$	3,322
Distribution to owner from ABCS JV	$	-		$	346,329

	As of June 30,		As of June 30,
		2020		2019
Cash	$	76,364	$	100,358
Restricted cash		26,230		27,946
Foreign cash		305		599
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows	$	102,899	$	128,903

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of June 30, 2020

(In thousands)

(unaudited)

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index ⁽¹⁾		Interest Rate			Maturity Date		Principal/Shares ⁽⁹⁾		Cost			Market Value			% of NAV ⁽⁴⁾
Non-Controlled/Non-Affiliate Investments
	Aerospace & Defense	Forming & Machining Industries Inc. ^{(18) (21)}	Second Lien Senior Secured Loan		L+ 8.25%		9.32	%		10/9/2026	$	6,540		6,484			4,815
		Forming & Machining Industries Inc. ^{(12) (18) (29)}	First Lien Senior Secured Loan		L+ 4.25%		5.32	%		10/9/2025	$	16,693		16,575			12,979
		GSP Holdings, LLC ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		11/6/2025	$	36,086		35,794			32,207
		GSP Holdings, LLC ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.75%		6.75	%		11/6/2025	$	3,400		3,360			2,913
		Kellstrom Aerospace Group, Inc ^{(14) (19) (25)}	Equity Interest		-		-			-		1		1,963			1,442
		Kellstrom Commercial Aerospace, Inc. ^{(3) (18) (19) (21) (26)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		6.64	%		7/1/2025	$	4,905		4,797			4,585
		Kellstrom Commercial Aerospace, Inc. ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.50%		6.95	%		7/1/2025	$	33,779		33,191			32,090
		Novetta, LLC^{(12) (15) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.00	%		10/17/2022	$	6,547		6,477			6,421
		Precision Ultimate Holdings, LLC ^{(14) (19) (25)}	Equity Interest		-		-			-		1,417		1,417			949
		Salient CRGT, Inc. ^{(12) (15) (29)}	First Lien Senior Secured Loan		L+ 6.50%		7.57	%		2/28/2022	$	12,451		12,479			11,206
		WCI-HSG HOLDCO, LLC ^{(14) (19) (25)}	Preferred Equity		-		-			-		675		675			1,272
		WCI-HSG Purchaser, Inc. ^{(3) (12) (15) (19) (29)}	First Lien Senior Secured Loan - Revolver		L+ 4.25%		5.32	%		2/24/2025	$	403		372			316
		WCI-HSG Purchaser, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 4.50%		5.57	%		2/24/2025	$	17,690		17,483			17,115
		Whitcraft LLC ^{(3) (19) (31)}	First Lien Senior Secured Loan - Revolver		P+ 5.00%		8.25	%		4/3/2023	$	725		709			675
		Whitcraft LLC ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 6.00%		7.00	%		4/3/2023	$	40,385		40,018			39,274
		WP CPP Holdings, LLC. ^{(12) (15) (21) (29)}	Second Lien Senior Secured Loan		L+ 7.75%		8.75	%		4/30/2026	$	11,724		11,629			8,851
												Aerospace & Defense Total	$	193,423		$	177,110			17.3	%
	Automotive	CST Buyer Company ^{(3) (15) (19) (21)}	First Lien Senior Secured Loan - Revolver		L+ 5.25%		6.32	%		10/3/2025	$	1,314		1,288			1,298
		CST Buyer Company ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.25%		6.32	%		10/3/2025	$	36,705		36,169			36,429
		JHCC Holdings, LLC ^{(2) (3) (5) (18) (19) (28)}	First Lien Senior Secured Loan - Delayed Draw		-		-			9/9/2025	$	-		(37	)		(329	)
		JHCC Holdings, LLC ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		6.54	%		9/9/2025	$	442		403			293
		JHCC Holdings, LLC ^{(7) (18) (19)}	First Lien Senior Secured Loan - Delayed Draw		L+ 5.50%		6.64	%		9/9/2025	$	2,233		2,225			2,116
		JHCC Holdings, LLC ^{(7) (18) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.50%		6.81	%		9/9/2025	$	29,528		29,140			27,977
												Automotive Total	$	69,188		$	67,784			6.6	%

	Banking	Green Street Parent, LLC ^{(3) (18) (19) (29)}	First Lien Senior Secured Loan - Revolver		L+ 5.00%		5.18	%		8/27/2025	$	1,210		1,168			1,034
		Green Street Parent, LLC ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.07	%		8/27/2026	$	14,407		14,147			13,363
												Banking Total	$	15,315		$	14,397			1.4	%

	Beverage, Food & Tobacco	NPC International, Inc. ^{(12) (15) (21) (33)}	Second Lien Senior Secured Loan		L+ 7.50%		8.50	%		4/18/2025	$	9,159		9,184			298
		NPC International, Inc. ^{(15) (33)}	First Lien Senior Secured Loan		L+ 3.50%		4.50	%		4/19/2024	$	4,937		4,960			2,601
		NPC International, Inc. ^{(3) (32)}	First Lien Senior Secured Loan		L+ 14.00%		15.50	%		1/21/2021	$	412		375			412
												Beverage, Food & Tobacco Total	$	14,519		$	3,311			0.3	%

	Capital Equipment	Dorner Manufacturing Corp. ^{(3) (5) (15) (19) (29)}	First Lien Senior Secured Loan - Revolver		-		-			3/15/2022	$	-		(9	)		-
		Dorner Manufacturing Corp. ^{(12) (15) (19)}	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		3/15/2023	$	7,672		7,564			7,480
		East BCC Coinvest II,LLC ^{(14) (19) (25)}	Equity Interest		-		-			-		1,419		1,419			831
		Electronics For Imaging, Inc. ^{(12) (18) (19) (21) (29)}	Second Lien Senior Secured Loan		L+ 9.00%		9.18	%		7/23/2027	$	13,070		12,290			11,436
		Engineered Controls International, LLC ^{(12) (19) (21) (29) (32)}	First Lien Senior Secured Loan		L+ 7.00%		8.50	%		11/5/2024	$	33,179		32,523			32,266
		EXC Holdings III Corp. ^{(12) (15) (21) (29)}	Second Lien Senior Secured Loan		L+ 7.50%		8.94	%		12/1/2025	$	8,240		8,251			7,872
		FCG Acquisitions, Inc. ^{(14) (19) (25)}	Preferred Equity		-		-			-		4		4,251			6,546
		FFI Holdings I Corp ^{(3) (7) (15) (19) (30)}	First Lien Senior Secured Loan - Revolver		L+ 5.75%		6.75	%		1/24/2025	$	543		480			407
		FFI Holdings I Corp ^{(7) (12) (15) (19) (21) (27) (29)}	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		1/24/2025	$	68,753		68,234			67,034
		Tidel Engineering, L.P. ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		-		-			3/1/2023	$	-		-			-
		Tidel Engineering, L.P. ^{(7) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 6.25%		7.25	%		3/1/2024	$	37,835		37,835			35,943
		Velvet Acquisition B.V. ^{(6) (18) (19) (21)}	Second Lien Senior Secured Loan		EURIBOR+ 8.00%		8.00	%		4/17/2026	€	6,013		7,334			6,760
												Capital Equipment Total	$	180,172		$	176,575			17.3	%

	Chemicals, Plastics & Rubber	AP Plastics Group, LLC ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		-		-			8/2/2021	$	-		-			-
		AP Plastics Group, LLC ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan		L+ 5.25%		6.25	%		8/1/2022	$	19,856		19,621			19,607
		Niacet b.v. ^{(15) (19) (21)}	First Lien Senior Secured Loan		EURIBOR+ 4.50%		5.50	%		2/1/2024	€	3,603		3,863			3,788
		Plaskolite, Inc. ^{(15) (29)}	First Lien Senior Secured Loan		L+ 4.25%		5.25	%		12/15/2025	$	2,264		2,227			2,176
												Chemicals, Plastics & Rubber Total	$	25,711		$	25,571			2.5	%

	Construction & Building	Chase Industries, Inc.^{(15) (19) (29) (34)}	First Lien Senior Secured Loan - Delayed Draw		L+ 5.50% (1.5% PIK)		6.50	%		5/12/2025	$	1,122		1,118			987
		Chase Industries, Inc. ^{(12) (15) (19) (29) (34)}	First Lien Senior Secured Loan		L+ 5.50% (1.5% PIK)		6.50	%		5/12/2025	$	11,871		11,826			10,446
		Elk Parent Holdings, LP ^{(14) (19) (25)}	Equity Interest		-		-			-		1		12			-
		Elk Parent Holdings, LP ^{(14) (19) (25)}	Preferred Equity		-		-			-		120		1,202			1,180
		PP Ultimate Holdings B, LLC ^{(14) (19) (25)}	Equity Interest		-		-			-		1		1,352			1,443
		Profile Products LLC ^{(3) (7) (19) (31)}	First Lien Senior Secured Loan - Revolver		P+ 4.75%		8.00	%		12/20/2024	$	1,151		1,094			998
		Profile Products LLC ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		12/20/2024	$	36,352		35,758			34,898
		Regan Development Holdings Limited ^{(6) (17) (19) (34)}	First Lien Senior Secured Loan		EURIBOR+ 6.50%		7.00	%		4/18/2022	€	2,087		2,274			2,335
		Regan Development Holdings Limited ^{(6) (17) (19) (34)}	First Lien Senior Secured Loan		EURIBOR+ 6.50%		7.00	%		4/18/2022	€	677		768			757
		Regan Development Holdings Limited ^{(6) (17) (19) (34)}	First Lien Senior Secured Loan		EURIBOR+ 6.50%		7.00	%		4/18/2022	€	6,335		6,840			7,052
		YLG Holdings, Inc. ^{(3) (7) (15) (19) (28)}	First Lien Senior Secured Loan - Delayed Draw		L+ 5.75%		6.75	%		10/31/2025	$	2,222		2,222			2,029
		YLG Holdings, Inc. ^{(2) (3) (5) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		-		-			10/31/2025	$	-		(76	)		(320	)
		YLG Holdings, Inc. ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		10/31/2025	$	38,668		38,338			37,218
												Construction & Building Total	$	102,728		$	99,023			9.7	%

	Consumer Goods: Durable	New Milani Group LLC ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 2.50%		3.50	%		6/6/2024	$	17,013		16,894			16,332
		TLC Holdco LP ^{(14)(19) (25)}	Equity Interest		-		-			-		1,188		1,186			1,242
		TLC Purchaser, Inc. ^{(2) (3) (5) (19)}	First Lien Senior Secured Loan - Delayed Draw		-		-			10/13/2025	$	-		(63	)		(303	)
		TLC Purchaser, Inc. ^{(2) (3) (5) (19) (21)}	First Lien Senior Secured Loan - Revolver		-		-			10/13/2025	$	-		(157	)		(378	)
		TLC Purchaser, Inc. ^{(12)(19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		10/13/2025	$	42,508		41,740			40,701
												Consumer Goods: Durable Total	$	59,600		$	57,594			5.6	%

	Consumer Goods: Non-Durable	FineLine Technologies, Inc. ^{(15) (19) (21) (34)}	First Lien Senior Secured Loan - Revolver		L+ 4.25%		5.69	%		11/4/2022	$	2,621		2,606			2,490
		FineLine Technologies, Inc. ^{(12) (15) (19) (21) (29) (34)}	First Lien Senior Secured Loan		L+ 4.25%		5.25	%		11/4/2022	$	31,443		31,318			29,871
		MND Holdings III Corp ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 3.50%		4.50	%		6/19/2024	$	10,669		10,683			8,535
		RoC Opco LLC^{(15) (19) (21)}	First Lien Senior Secured Loan - Revolver		L+ 7.25%		8.25	%		2/25/2025	$	10,241		10,080			10,241
		RoC Opco LLC ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 7.25%		8.25	%		2/25/2025	$	40,691		39,864			40,691
		Solaray, LLC ^{(7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		L+ 6.00%		7.01	%		9/11/2023	$	14,499		14,499			13,702
		Solaray, LLC ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.50%		5.50	%		9/9/2022	$	9,860		9,824			9,860
		Solaray, LLC ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan		L+ 6.00%		7.00	%		9/11/2023	$	42,390		42,390			40,058
		WU Holdco, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		L+ 5.50%		6.50	%		3/26/2026	$	5,616		5,560			5,490
		WU Holdco, Inc. ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		5.80	%		3/26/2025	$	3,918		3,867			3,830
		WU Holdco, Inc. ^{(7) (15) (21) (19)}	First Lien Senior Secured Loan		L+ 5.50%		6.50	%		3/26/2026	$	39,519		38,790			38,630
												Consumer Goods: Non-Durable Total	$	209,481		$	203,398			19.9	%

	Containers, Packaging, & Glass	Automate Intermediate Holdings II S.à r.l. ^{(6) (18) (19) (21)}	Second Lien Senior Secured Loan		L+ 7.75%		7.93	%		7/22/2027	$	11,870		11,648			11,692
												Containers, Packaging, & Glass Total	$	11,648		$	11,692			1.1	%

	Energy: Electricity	Infinite Electronics International Inc. ^{(12) (18) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 4.00%		4.18	%		7/2/2025	$	19,652		19,640			18,964
		Infinite Electronics International Inc. ^{(18) (19) (21)}	Second Lien Senior Secured Loan		L+ 8.00%		8.18	%		7/2/2026	$	2,480		2,436			2,381
												Energy: Electricity Total	$	22,076		$	21,345			2.1	%

	Energy: Oil & Gas	Amspec Services, Inc. ^{(3) (7) (15) (19})	First Lien Senior Secured Loan - Revolver		L+ 4.75%		5.75	%		7/2/2024	$	5,553		5,506			5,553
		Amspec Services, Inc. ^{(7) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		7/2/2024	$	43,877		43,428			42,999
		Blackbrush Oil & Gas, L.P. ^{(12) (21) (29) (31) (33)}	First Lien Senior Secured Loan		P+ 9.00%		12.25	%		2/9/2024	$	32,075		31,585			23,254
												Energy: Oil & Gas Total	$	80,519		$	71,806			7.0	%

	Environmental Industries	Adler & Allan Group Limited ^{(6) (17) (19) (21) (22) (34)}	First Lien Last Out		GBP LIBOR+ 8.25% (2% PIK)		10.48	%		9/30/2022	£	13,274		16,827			16,226
												Environmental Industries Total	$	16,827		$	16,226			1.6	%

FIRE: Finance Allworth Financial Group, L.P. ^{(3) (7) (18) (19)} First Lien Senior Secured Loan - Revolver L+ 5.50% 6.93 % 12/31/2025 $ 486 464 438

Allworth Financial Group, L.P. ^{(7) (15) (19) (21) (29)} First Lien Senior Secured Loan L+ 5.50% 6.50 % 12/31/2025 $ 14,994 14,857 14,694

FIRE: Finance Total $ 15,321 $ 15,132 1.5 %

FIRE: Insurance Ivy Finco Limited ^{(6)
(18) (19) (21)} First Lien Senior Secured Loan GBP LIBOR+ 5.00% 5.75 % 5/19/2025 £ 7,217 8,966 8,733

Ivy Finco Limited ^{(3)
(6) (18) (19)} First Lien Senior Secured Loan GBP LIBOR+ 5.00% 5.70 % 5/19/2025 £ 5,804 7,156 6,988

Margaux Acquisition Inc. ^{(7) (15) (19)} First Lien Senior Secured Loan - Delayed Draw L+ 5.50% 6.63 % 12/19/2024 $ 7,904 7,846 7,462

Margaux Acquisition, Inc. ^{(7) (15) (19)} First Lien Senior Secured Loan - Revolver L+ 5.50% 6.50 % 12/19/2024 $ 2,872 2,818 2,736

Margaux Acquisition Inc. ^{(7) (12) (15) (19) (29)} First Lien Senior Secured Loan L+ 5.50% 6.93 % 12/19/2024 $ 28,771 28,292 27,404

Margaux UK Finance Limited ^{(3) (6) (7) (15) (19)} First Lien Senior Secured Loan - Revolver GBP LIBOR+ 5.50% 6.50 % 12/19/2024 £ 495 567 603

Margaux UK Finance Limited ^{(6) (15) (19) (21)} First Lien Senior Secured Loan GBP LIBOR+ 5.50% 6.50 % 12/19/2024 £ 7,667 9,833 9,325

FIRE: Insurance Total $ 65,478 $ 63,251 6.2 %

FIRE: Real Estate Spectre (Carrisbrook House) Limited ^{(6) (15) (19)} First Lien Senior Secured Loan EURIBOR+ 7.50% 8.50 % 8/9/2021 € 9,300 10,834 10,456

FIRE: Real Estate Total $ 10,834 $ 10,456 1.0 %

Forest Products & Paper Solenis International LLC ^{(18) (21)} Second Lien Senior Secured Loan L+ 8.50% 8.86 % 6/26/2026 $ 10,601 10,318 9,273

Forest Products & Paper Total $ 10,318 $ 9,273 0.9 %

Healthcare & Pharmaceuticals CB Titan Holdings, Inc. ^{(14) (19) (25)} Preferred Equity - - - 1,953 1,953 2,784

CPS Group Holdings, Inc. ^{(7) (15) (19)} First Lien Senior Secured Loan - Revolver L+ 5.50% 6.93 % 3/3/2025 $ 4,933 4,863 4,933

CPS Group Holdings, Inc. ^{(7) (15) (19) (21) (29)} First Lien Senior Secured Loan L+ 5.50% 6.50 % 3/3/2025 $ 55,626 55,154 55,626

Datix Bidco Limited ^{(6)
(18) (19) (21)} First Lien Senior Secured Loan - Revolver GBP LIBOR+ 4.50% 5.22 % 10/28/2024 £ 973 1,153 1,168

Datix Bidco Limited ^{(6)
(18) (19) (21)} Second Lien Senior Secured Loan GBP LIBOR+ 7.75% 8.43 % 4/27/2026 £ 12,134 16,324 14,683

Datix Bidco Limited ^{(6)
(18) (19) (21)} First Lien Senior Secured Loan BBSW+ 4.50% 4.68 % 4/28/2025 AUD 4,212 3,209 2,815

Golden State Buyer, Inc. ^{(12) (18) (19) (29)} First Lien Senior Secured Loan L+ 4.75% 4.93 % 6/22/2026 $ 15,153 15,019 14,774

Great Expressions Dental Centers PC ^{(15) (19) (34)} First Lien Senior Secured Loan - Revolver L+ 4.75% (0.5% PIK) 6.38 % 9/28/2022 $ 1,173 1,167 880

Great Expressions Dental Centers PC ^{(12) (15) (19) (34)} First Lien Senior Secured Loan L+ 5.25% 6.25 % 9/28/2023 $ 7,715 7,654 5,786

Island Medical Management Holdings, LLC^{(15) (19) (29)} First Lien Senior Secured Loan L+ 6.50% 7.50 % 9/1/2022 $ 9,107 9,036 7,946

Medical Depot Holdings, Inc. ^{(12) (15) (21) (34)} First Lien Senior Secured Loan L+ 7.50% 8.50 % 1/3/2023 $ 16,353 15,279 9,555

Mendel Bidco, Inc. ^{(18)
(19) (21)} First Lien Senior Secured Loan EURIBOR+ 4.50% 4.50 % 6/17/2027 € 10,033 11,148 11,111

Mendel Bidco, Inc. ^{(12)
(18) (19) (29)} First Lien Senior Secured Loan L+ 4.50% 4.78 % 6/17/2027 $ 19,966 19,515 19,267

Mertus 522. GmbH ^{(6)
(18) (19) (21)} First Lien Senior Secured Loan - Delayed Draw EURIBOR+ 5.75% 5.75 % 5/28/2026 € 13,131 14,105 14,468

Mertus 522. GmbH ^{(6)
(18) (19) (21)} First Lien Senior Secured Loan EURIBOR+ 5.75% 5.75 % 5/28/2026 € 22,468 24,582 24,756

TecoStar Holdings, Inc. ^{(12) (15) (19) (21) (29)} Second Lien Senior Secured Loan L+ 8.50% 9.68 % 11/1/2024 $ 9,472 9,301 9,188

U.S. Anesthesia Partners, Inc. ^{(12) (15) (19) (21)} Second Lien Senior Secured Loan L+ 7.25% 8.25 % 6/23/2025 $ 16,520 16,350 15,364

Healthcare & Pharmaceuticals Total $ 225,812 $ 215,104 21.1 %

High Tech Industries AMI US Holdings Inc. ^{(3)
(6) (12) (15) (19)} First Lien Senior Secured Loan - Revolver L+ 5.25% 6.36 % 4/1/2024 $ 1,605 1,578 1,579

AMI US Holdings Inc. ^{(6)
(12) (15) (19) (21) (29)} First Lien Senior Secured Loan L+ 5.25% 6.34 % 4/1/2025 $ 13,091 12,872 12,895

Appriss Holdings, Inc. ^{(3) (7) (18) (19)} First Lien Senior Secured Loan - Revolver L+ 5.50% 5.68 % 5/30/2025 $ 2,329 2,275 2,140

Appriss Holdings, Inc. ^{(7) (18) (19) (21)} First Lien Senior Secured Loan L+ 5.50% 5.82 % 5/29/2026 $ 48,631 48,076 46,685

CB Nike IntermediateCo Ltd ^{(3) (5) (6) (15) (19) (21)} First Lien Senior Secured Loan - Revolver - - 10/31/2025 $ - (79 ) -

CB Nike IntermediateCo Ltd ^{(6) (12) (15) (19) (21) (29)} First Lien Senior Secured Loan L+ 5.00% 6.00 % 10/31/2025 $ 35,245 34,612 35,245

CMI Marketing Inc ^{(3)
(5) (15) (19) (29)} First Lien Senior Secured Loan - Revolver - - 5/24/2023 $ - (12 ) -

CMI Marketing Inc ^{(12)
(15) (19) (29)} First Lien Senior Secured Loan L+ 4.50% 5.50 % 5/24/2024 $ 15,178 15,071 15,178

Drilling Info Holdings, Inc ^{(12) (18) (21) (29)} First Lien Senior Secured Loan L+ 4.25% 4.43 % 7/30/2025 $ 22,495 22,425 20,639

Element Buyer, Inc. ^{(7)
(15) (19)} First Lien Senior Secured Loan - Delayed Draw L+ 5.25% 6.25 % 7/18/2025 $ 11,248 11,275 10,939

Element Buyer, Inc. ^{(7)
(15) (19)} First Lien Senior Secured Loan - Revolver L+ 5.25% 6.25 % 7/19/2024 $ 4,250 4,191 4,133

Element Buyer, Inc. ^{(7)
(15) (19) (21)} First Lien Senior Secured Loan L+ 5.25% 6.25 % 7/18/2025 $ 37,581 37,880 36,548

Everest Bidco ^{(6)
(15) (19) (21)} Second Lien Senior Secured Loan GBP LIBOR+ 7.50% 8.50 % 7/3/2026 £ 10,216 13,116 12,394

MeridianLink, Inc. ^{(15)
(29)} First Lien Senior Secured Loan L+ 3.75% 4.82 % 5/30/2025 $ 1,816 1,797 1,770

MRI Software LLC ^{(7)
(15) (19) (28)} First Lien Senior Secured Loan L+ 5.50% 6.57 % 2/10/2026 $ 24,484 24,385 24,424

MRI Software LLC ^{(2)
(5) (3) (15) (19) (28)} First Lien Senior Secured Loan - Delayed Draw - - 2/10/2026 $ - (19 ) (13 )

MRI Software LLC ^{(2)
(3) (7) (15) (19)} First Lien Senior Secured Loan - Revolver - - 2/10/2026 $ - 42 (4 )

Netsmart Technologies, Inc. ^{(15) (21)} Second Lien Senior Secured Loan L+ 7.50% 8.50 % 10/19/2023 $ 2,749 2,749 2,360

nThrive, Inc. ^{(15)
(19) (21)} Second Lien Senior Secured Loan L+ 9.75% 10.75 % 4/20/2023 $ 8,000 7,989 6,940

Park Place Technologies ^{(15) (19) (21)} Second Lien Senior Secured Loan L+ 8.00% 9.00 % 3/30/2026 $ 6,733 6,687 6,363

Symplr Software, Inc. ^{(7)
(18) (19)} First Lien Senior Secured Loan - Revolver L+ 5.50% 5.81 % 11/30/2023 $ 4,965 4,914 4,766

Symplr Software, Inc. ^{(7)
(18) (19) (21)} First Lien Senior Secured Loan L+ 5.50% 6.57 % 11/28/2025 $ 60,751 59,965 58,321

Utimaco, Inc. ^{(6)
(18) (19) (21) (29)} First Lien Senior Secured Loan L+ 4.50% 5.16 % 8/9/2027 $ 14,849 14,515 14,478

Ventiv Topco, Inc. ^{(14)
(19) (25)} Equity Interest - - - 28 2,833 2,868

Ventiv Holdco, Inc. ^{(3)
(7) (18) (19)} First Lien Senior Secured Loan - Revolver L+ 5.50% 5.67 % 9/3/2025 $ 426 380 342

Ventiv Holdco, Inc. ^{(7)
(15) (19) (21)} First Lien Senior Secured Loan L+ 5.50% 6.57 % 9/3/2025 $ 24,178 23,852 23,573

VPARK BIDCO AB ^{(6)
(16) (19) (21)} First Lien Senior Secured Loan CIBOR+ 4.00% 4.75 % 3/10/2025 DKK 56,999 9,176 8,600

VPARK BIDCO AB ^{(6)
(16) (19) (21)} First Lien Senior Secured Loan NIBOR+ 4.00% 4.99 % 3/10/2025 NOK 74,020 9,208 7,679

Zywave, Inc. ^{(3) (15)
(19) (29)} First Lien Senior Secured Loan - Revolver L+ 5.00% 6.00 % 11/17/2022 $ 320 312 310

Zywave, Inc. ^{(12)
(15) (19) (29)} First Lien Senior Secured Loan L+ 5.00% 6.00 % 11/17/2022 $ 17,281 17,209 17,151

High Tech Industries Total $ 389,274 $ 378,303 37.1 %

Hotel, Gaming & Leisure Aimbridge Acquisition Co., Inc. ^{(12) (18) (19) (21) (29)} Second Lien Senior Secured Loan L+ 7.50% 8.93 % 2/1/2027 $ 20,193 19,681 17,820

Captain D's LLC ^{(3)
(15) (19)(34)} First Lien Senior Secured Loan - Revolver L+ 4.50% 5.50 % 12/15/2023 $ 1,393 1,382 1,332

Captain D's LLC ^{(12)
(15) (19) (29)} First Lien Senior Secured Loan L+ 4.50% 5.50 % 12/15/2023 $ 13,080 12,993 12,655

Quidditch Acquisition, Inc. ^{(12) (15) (29)} First Lien Senior Secured Loan L+ 7.00% 8.00 % 3/21/2025 $ 18,929 18,914 16,910

Hotel, Gaming & Leisure Total $ 52,970 $ 48,717 4.9 %

Media: Advertising, Printing & Publishing A-L Parent LLC ^{(12)
(15) (21)} Second Lien Senior Secured Loan L+ 7.25% 8.25 % 12/2/2024 $ 4,050 4,022 2,278

Ansira Holdings, Inc. ^{(15)
(19) (34)} First Lien Senior Secured Loan - Delayed Draw L+ 6.50% 7.50 % 12/20/2024 $ 4,439 4,434 3,762

Ansira Holdings, Inc. ^{(3)
(19) (31)} First Lien Senior Secured Loan - Revolver P+ 4.75% 8.00 % 12/20/2024 $ 2,833 2,833 2,833

Ansira Holdings, Inc. ^{(7)
(15) (19) (34)} First Lien Senior Secured Loan L+ 6.50% 7.50 % 12/20/2024 $ 35,814 35,742 30,353

Cruz Bay Publishing, Inc. ^{(3)
(15) (19) (34)} First Lien Senior Secured Loan - Delayed Draw P+ 6.00% 9.25 % 2/1/2021 $ 705 688 705

Cruz Bay Publishing ^{(3)
(15) (19)} First Lien Senior Secured Loan - Revolver P+ 4.00% 7.25 % 2/1/2021 $ 2,833 2,833 2,833

Cruz Bay Publishing, Inc. ^{(7)
(15) (19) (34)} First Lien Senior Secured Loan P+ 4.75% 8.00 % 2/1/2021 $ 3,871 3,871 3,871

Cruz Bay Publishing, Inc. ^{(7)
(15) (19) (34)} First Lien Senior Secured Loan P+ 5.75% 9.00 % 2/1/2021 $ 1,293 1,293 1,293

Media: Advertising, Printing & Publishing Total $ 55,716 $ 47,928 4.7 %

Media: Broadcasting & Subscription Vital Holdco Limited ^{(6)
(12) (15) (19) (21) (29)} First Lien Senior Secured Loan L+ 5.00% 6.00 % 5/29/2026 $ 35,357 34,606 34,650

Vital Holdco Limited ^{(6)
(18) (19) (21)} First Lien Senior Secured Loan EURIBOR+ 5.00% 5.00 % 5/29/2026 € 7,917 8,629 8,723

Media: Broadcasting & Subscription Total $ 43,235 $ 43,373 4.2 %

Media: Diversified & Production 9 Story Media Group Inc. ^{(15) (19)} First Lien Senior Secured Loan L+ 4.00% 5.00 % 4/30/2026 $ 1,090 1,079 1,079

9 Story Media Group Inc. ^{(15) (19) (22)} First Lien Last Out L+ 7.00% 8.00 % 4/30/2026 $ 1,005 964 964

9 Story Media Group Inc. ^{(15) (19)} First Lien Senior Secured Loan CDOR+ 4.00% 5.00 % 4/30/2026 CAD 4,242 3,079 3,084

9 Story Media Group Inc. ^{(15) (19) (22)} First Lien Last Out CDOR+ 7.00% 8.00 % 4/30/2026 CAD 3,942 2,779 2,779

9 Story Media Group Inc. ^{(18) (19)} First Lien Senior Secured Loan EURIBOR+ 4.00% 4.00 % 4/30/2026 € 2,039 2,266 2,270

9 Story Media Group Inc. ^{(18) (19) (22)} First Lien Last Out EURIBOR+ 7.00% 7.00 % 4/30/2026 € 1,918 2,070 2,070

9 Story Media Group Inc. ^{(2) (3) (5) (15) (19)} First Lien Senior Secured Loan - Revolver - - 4/30/2026 CAD - (3 ) (3 )

Efficient Collaborative Retail Marketing Company, LLC ^{(3) (15) (19)} First Lien Senior Secured Loan - Revolver L+ 5.25% 6.25 % 6/15/2022 $ 2,267 2,267 2,267

Efficient Collaborative Retail Marketing Company, LLC ^{(7) (15) (19) (21)} First Lien Senior Secured Loan L+ 6.75% 7.82 % 6/15/2022 $ 15,095 15,167 14,642

Efficient Collaborative Retail Marketing Company, LLC ^{(7) (15) (19)} First Lien Senior Secured Loan L+ 6.75% 7.82 % 6/15/2022 $ 9,788 9,835 9,494

International Entertainment Investments Limited ^{(6) (18) (19) (21)} First Lien Senior Secured Loan GBP LIBOR+ 4.75% 5.27 % 5/31/2023 £ 8,686 10,641 10,322

Media: Diversified & Production Total $ 50,144 $ 48,968 4.8 %

Retail Batteries Plus Holding Corporation ^{(3) (7) (19) (31)} First Lien Senior Secured Loan - Revolver P+ 5.75% 9.00 % 7/6/2022 $ 1,898 1,898 1,845

Batteries Plus Holding Corporation ^{(7) (15) (19)} First Lien Senior Secured Loan L+ 6.75% 7.75 % 7/6/2022 $ 28,672 28,672 28,313

Retail Total $ 30,570 $ 30,158 3.0 %

Services: Business AMCP Clean Acquisition Company, LLC ^{(12) (18) (19) (29)} First Lien Senior Secured Loan - Delayed Draw L+ 4.25% 5.32 % 6/16/2025 $ 3,874 3,867 2,877

AMCP Clean Acquisition Company, LLC ^{(12) (18) (19) (29)} First Lien Senior Secured Loan L+ 4.25% 5.32 % 6/16/2025 $ 16,012 15,983 11,889

Comet Bidco Limited ^{(6)
(18) (21)} First Lien Senior Secured Loan GBP LIBOR+ 5.00% 5.73 % 9/30/2024 £ 7,362 9,492 7,495

Elevator Holdco Inc. ^{(14)
(19) (25)} Equity Interest - - - 2 2,448 1,894

Hightower Holding, LLC ^{(3) (5) (15) (19)} First Lien Senior Secured Loan - Delayed Draw - - 1/31/2025 $ - (14 ) -

Hightower Holding, LLC ^{(12) (15) (19) (21) (29)} First Lien Senior Secured Loan L+ 5.00% 6.00 % 1/31/2025 $ 34,416 34,278 34,416

Refine Intermediate, Inc. ^{(3) (18) (19)} First Lien Senior Secured Loan - Revolver L+ 4.75% 4.84 % 9/3/2026 $ 534 407 401

Refine Intermediate, Inc. ^{(15) (19) (21)} First Lien Senior Secured Loan L+ 4.75% 5.75 % 3/3/2027 $ 21,894 21,366 21,347

SumUp Holdings Luxembourg S.à.r.l. ^{(6) (15) (19) (21)} First Lien Senior Secured Loan EURIBOR+ 8.00% 9.00 % 8/1/2024 € 15,957 17,687 17,895

SumUp Holdings Luxembourg S.à.r.l. ^{(6) (15) (19) (21)} First Lien Senior Secured Loan EURIBOR+ 8.00% 9.00 % 8/1/2024 € 16,954 18,483 19,014

TEI Holdings Inc. ^{(7)
(15) (19)} First Lien Senior Secured Loan - Revolver L+ 6.00% 7.00 % 12/23/2025 $ 4,528 4,482 4,131

TEI Holdings Inc. ^{(7)
(12) (15) (19) (21) (29)} First Lien Senior Secured Loan L+ 6.00% 7.00 % 12/23/2026 $ 48,804 48,175 44,534

Valet Waste Holdings, Inc ^{(12) (18) (21) (29)} First Lien Senior Secured Loan L+ 3.75% 3.93 % 9/29/2025 $ 21,268 21,232 20,099

Services: Business Total $ 197,886 $ 185,992 18.2 %

	Services: Consumer	Pearl Intermediate Parent LLC ^{(18) (29)}	Second Lien Senior Secured Loan	L+ 6.25%	6.43	%	2/13/2026	$	2,571		2,585			2,503
		Surrey Bidco Limited ^{(6) (17) (19) (21)}	First Lien Senior Secured Loan	GBP LIBOR+ 6.00%	6.69	%	5/11/2026	£	5,000		6,148			5,632
		Trafalgar Bidco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan	GBP LIBOR+ 4.75%	4.84	%	9/11/2024	£	6,011		7,742			7,162
		Zeppelin BidCo Pty Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan	BBSY+ 5.00%	5.20	%	6/28/2024	AUD	20,621		14,047			13,427
									Services: Consumer Total	$	30,522		$	28,724		2.8	%

	Telecommunications	Conterra Ultra Broadband Holdings, Inc. ^{(18) (29)}	First Lien Senior Secured Loan	L+ 4.50%	4.68	%	4/30/2026	$	6,418		6,391			6,290
		Horizon Telcom, Inc. ^{(15) (19) (29)}	First Lien Senior Secured Loan - Revolver	L+ 4.75%	5.75	%	6/15/2023	$	116		113			114
		Horizon Telcom, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan - Delayed Draw	L+ 4.75%	5.75	%	6/15/2023	$	928		920			909
		Horizon Telcom, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan	L+ 4.75%	5.75	%	6/15/2023	$	13,660		13,529			13,387
		Masergy Holdings, Inc. ^{(15) (29)}	Second Lien Senior Secured Loan	L+ 7.50%	8.56	%	12/16/2024	$	857		862			784
									Telecommunications Total	$	21,815		$	21,484		2.1	%

	Transportation: Cargo	A&R Logistics, Inc. ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.75%	6.75	%	5/5/2025	$	4,941		4,840			4,697
		A&R Logistics, Inc. ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 5.75%	6.95	%	5/5/2025	$	43,755		42,985			42,005
		A&R Logistics, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan	L+ 5.75%	6.95	%	5/5/2025	$	2,460		2,416			2,362
		A&R Logistics, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan	L+ 5.75%	6.75	%	5/5/2025	$	6,065		5,984			5,823
		ARL Holdings, LLC. ^{(14) (19) (25)}	Equity Interest	-	-		-		-		445			495
		ARL Holdings, LLC. ^{(14) (19) (25)}	Equity Interest	-	-		-		9		9			4
		ENC Holding Corporation ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan	L+ 4.00%	4.31	%	5/30/2025	$	10,223		10,211			9,558
		Grammer Investment Holdings LLC ^{(14) (19) (25)}	Equity Interest	-	-		-		1,011		1,011			1,011
		Grammer Investment Holdings LLC ^{(19) (25) (34)}	Preferred Equity	10% PIK	10.00	%	-		7		679			717
		Grammer Investment Holdings LLC ^{(14) (19) (25)}	Warrants	-	-		-		122		-			100
		Grammer Purchaser, Inc. ^{(3) (12) (15) (19) (29)}	First Lien Senior Secured Loan - Revolver	-	-		9/30/2024	$	-		4			-
		Grammer Purchaser, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan - Revolver	L+ 4.50%	7.01	%	9/30/2024	$	10,154		9,991			10,154
		Omni Logistics, LLC ^{(15) (19)}	Subordinated Debt	L+ 11.50%	12.50	%	1/19/2024	$	15,000		14,777			15,000
		PS HoldCo, LLC ^{(12) (15) (29)}	First Lien Senior Secured Loan	L+ 4.75%	5.75	%	3/13/2025	$	23,159		23,148			21,654
									Transportation: Cargo Total	$	116,500		$	113,580		11.1	%

	Transportation: Consumer	Direct Travel, Inc^{. (7) (15) (19) (23)}	First Lien Senior Secured Loan - Delayed Draw	L+ 6.50%	7.51	%	12/1/2021	$	1,467		1,467			1,266
		Direct Travel, Inc. ^{(7) (13) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw	L+ 6.50%	7.57	%	12/1/2021	$	2,913		2,913			2,512
		Direct Travel, Inc. ^{(15) (21) (19)}	First Lien Senior Secured Loan - Revolver	L+ 4.50%	5.50	%	12/1/2021	$	4,250		4,250			3,666
		Direct Travel, Inc. ^{(7) (15) (19) (21) (24)}	First Lien Senior Secured Loan	L+ 6.50%	7.50	%	12/1/2021	$	49,540		49,540			42,729
		Toro Private Holdings III, Ltd ^{(6) (12) (18) (19) (29)}	Second Lien Senior Secured Loan	L+ 9.00%	10.07	%	5/28/2027	$	8,998		8,526			2,700
		Toro Private Investments II, L.P. ^{(6) (14) (19) (25)}	Equity Interest	-	-		-		3,090		3,090			1,496
									Transportation: Consumer Total	$	69,786		$	54,369		5.3	%


	Wholesale	Abracon Group Holding, LLC. ^{(14)(19) (25)}	Equity Interest	-	-		-		2		1,833			979
		Abracon Group Holding, LLC. ^{(2) (3) (5) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver	-	-		7/18/2024	$	-		(29	)		(149	)
		Abracon Group Holding, LLC. ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	7/18/2024	$	35,639		35,491			33,768
		Aramsco, Inc. ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.25%	5.43	%	8/28/2024	$	1,806		1,767			1,654
		Aramsco, Inc. ^{(7) (18) (19) (21)}	First Lien Senior Secured Loan	L+ 5.25%	5.43	%	8/28/2024	$	24,165		23,812			23,078
		Armor Group, LP ^{(14) (19) (25)}	Equity Interest	-	-		-		10		1,012			1,226
		PetroChoice Holdings, Inc. ^{(12) (15) (29)}	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	8/19/2022	$	9,896		9,830			8,288
		PetroChoice Holdings, Inc. ^{(12) (15) (29)}	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	8/19/2022	$	6,548		6,441			5,484
									Wholesale Total	$	80,157		$	74,328		7.3	%
									Non-Controlled/Non-Affiliate Investments Total	$	2,467,545		$	2,334,972		228.6	%

Non-Controlled/Affiliate Investments
	Beverage, Food & Tobacco	ADT Pizza, LLC ^{(10) (14) (19) (25)}	Equity Interest	-	-		-		6,720		6,720			9,728
									Beverage, Food & Tobacco Total	$	6,720		$	9,728		1.0	%
									Non-Controlled/Affiliate Investments Total	$	6,720		$	9,728		1.0	%

Controlled Affiliate Investments
	Aerospace & Defense	ACC Holdco, LLC ^{(10) (11) (19) (25)}	Preferred Equity	-	16.00	%	-		10,828		10,823			10,828
		Air Comm Corporation LLC ^{(10) (11) (12) (18) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 6.50%	7.50	%	6/30/2025	$	27,160		26,441			26,548
		BCC Jetstream Holdings Aviation (Off I), LLC ^{(6) (10) (11) (19) (20) (25)}	Equity Interest	-	-		-		11,863		11,863			11,747
		BCC Jetstream Holdings Aviation (On II), LLC ^{(10) (11) (19) (20) (25)}	Equity Interest	-	-		-		1,116		1,116			1,024
		BCC Jetstream Holdings Aviation (On II), LLC ^{(10) (11) (19) (20) (34)}	First Lien Senior Secured Loan	-	10.00	%	6/2/2022	$	6,563		6,563			6,563
		Gale Aviation (Offshore) Co ^{(6) (10) (11) (19) (25)}	Equity Interest	-	-		-		79,321		79,321			74,577
									Aerospace & Defense Total	$	136,127		$	131,287		12.9	%
									Controlled Affiliate Investments Total	$	136,127		$	131,287		12.9	%
									Investments Total	$	2,610,392		$	2,475,987		242.5	%

Cash Equivalents
	Cash Equivalents	Goldman Sachs Financial Square Government Fund Institutional Share Class ⁽³⁰⁾	Cash Equivalents	-	0.16	%	-	$	51,802		51,802			51,802
									Cash Equivalents Total	$	51,802		$	51,802		5.1	%
									Investments and Cash Equivalents Total	$	2,662,194		$	2,527,789		247.6	%

Forward Foreign Currency Exchange Contracts

Currency Purchased

Currency Sold

Counterparty

Settlement Date

Unrealized Appreciation (Depreciation) ⁽⁸⁾

US DOLLARS 141

EURO 129

Bank of New York Mellon

4/15/2021

)

US DOLLARS 14,394

POUND STERLING 10,740

Bank of New York Mellon

9/21/2020

1,116

POUND STERLING 6,220

US DOLLARS 8,192

Bank of New York Mellon

9/21/2020

(502

)

US DOLLARS 183

CANADIAN DOLLAR 256

Bank of New York Mellon

4/14/2021

)

US DOLLARS 46

CANADIAN DOLLAR 66

Bank of New York Mellon

4/15/2021

)

US DOLLARS 412

POUND STERLING 310

Citibank

9/23/2020

US DOLLARS 4,217

EURO 3,731

Citibank

4/15/2021

)

US DOLLARS 12,756

EURO 11,200

Citibank

5/21/2021

US DOLLARS 7,609

EURO 6,840

Citibank

3/26/2021

(125

)

US DOLLARS 5,616

CANADIAN DOLLAR 7,662

Citibank

4/15/2021

)

US DOLLARS 16,734

AUSTRALIAN DOLLARS 23,870

Goldman Sachs

6/7/2021

288

US DOLLARS 8,606

DANISH KRONE 56,290

Goldman Sachs

6/7/2021

113

US DOLLARS 25,559

EURO 22,820

Goldman Sachs

3/9/2021

(234

)

US DOLLARS 82,431

EURO 72,370

Goldman Sachs

5/21/2021

501

US DOLLARS 94,608

POUND STERLING 75,000

Goldman Sachs

6/7/2021

1,771

US DOLLARS 7,610

NORWEGIAN KRONE 73,090

Goldman Sachs

9/18/2020

3,038

⁽¹⁾The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), Canadian Dollar LIBOR Rate (“CDOR LIBOR”), the Bank Bill Swap Rate ("BBSW"),the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P") and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, or Prime and the current weighted average interest rate in effect at June 30, 2020. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, CDOR, BBSW, BBSY, or Prime interest rate floor.

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

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

⁽⁴⁾Percentages are based on the Company’s net assets of $1,020,953 as of June 30, 2020.

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

⁽⁶⁾The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2020, non-qualifying assets totaled 17.2% of the Company’s total assets.

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

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

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

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

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

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

⁽¹³⁾$7 of the total par amount for this security is at P+ 5.50%.

⁽¹⁴⁾Non-Income Producing.

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

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

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

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

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

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

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

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

⁽²³⁾$4 of the total par amount for this security is at P+ 5.50%.

⁽²⁴⁾$127 of the total par amount for this security is at P+ 5.50%.

⁽²⁵⁾Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2020, the aggregate fair value of these securities is $136,383 or 13.36% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

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

⁽²⁶⁾ $554 of the total par amount for this security is at P+4.50%.

⁽²⁷⁾$174 of the total par amount for this security is at P+ 4.75%.

⁽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 $26,230 of restricted cash.

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

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

⁽³³⁾Asset has been placed on non-accrual.

⁽³⁴⁾Denotes that all or a portion of the debt investment includes PIK interest during the period.

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of December 31, 2019

(In thousands)

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index ⁽¹⁾		Interest Rate			Maturity Date		Principal/Shares ⁽⁹⁾		Cost			Market Value			% of NAV ⁽⁴⁾
Non-Controlled/Non-Affiliate Investments
	Aerospace & Defense	Forming & Machining Industries Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 8.25%		10.19	%		10/9/2026	$	6,540		6,480			6,278
		Forming & Machining Industries Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.00%		5.94	%		10/9/2025	$	16,778		16,648			16,275
		GSP Holdings, LLC ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.39	%		11/6/2025	$	36,268		35,917			35,542
		GSP Holdings, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.50%		7.29	%		11/6/2025	$	227		182			136
		Kellstrom Aerospace Group, Inc ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1		1,963			1,911
		Kellstrom Commercial Aerospace, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		-		-			7/1/2025	$	-		(35	)		(77	)
		Kellstrom Commercial Aerospace, Inc. ⁽³⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁶⁾	First Lien Senior Secured Loan - Revolver		L+ 5.00%		8.35	%		7/1/2025	$	5,758		5,639			5,630
		Kellstrom Commercial Aerospace, Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.00%		7.10	%		7/1/2025	$	33,949		33,304			33,270
		Novetta, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.00%		6.80	%		10/17/2022	$	6,581		6,497			6,484
		Precision Ultimate Holdings, LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1,417		1,417			1,417
		Salient CRGT, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.50%		8.29	%		2/28/2022	$	12,723		12,770			12,087
		TCFI Aevex LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 6.25%		8.20	%		5/13/2025	$	2,627		2,571			2,627
		TCFI Aevex LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.25%		8.24	%		5/13/2025	$	38,515		37,854			38,515
		WCI-HSG HOLDCO, LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred equity		-		-			-		675		675			968
		WCI-HSG Purchaser, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 4.25%		6.04	%		2/24/2025	$	403		369			396
		WCI-HSG Purchaser, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.50%		6.30	%		2/24/2025	$	17,779		17,551			17,735
		WP CPP Holdings, LLC. ⁽¹²⁾ ⁽¹⁵⁾ ⁽²¹⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan		L+ 7.75%		9.68	%		4/30/2026	$	11,724		11,620			11,584
												Aerospace & Defense Total	$	191,422		$	190,778		18.7	%
	Automotive	CST Buyer Company ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			10/3/2025	$	-		(31	)		-
		CST Buyer Company ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.55	%		10/3/2025	$	36,890		36,286			36,890
		JHCC Holdings, LLC ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁸⁾	First Lien Senior Secured Loan - Delayed Draw		-		-			9/9/2025	$	-		(40	)		(43	)
		JHCC Holdings, LLC ⁽³⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		P+ 4.50%		10.00	%		9/9/2025	$	1,013		972			999
		JHCC Holdings, LLC ⁽⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.21	%		9/9/2025	$	29,676		29,335			29,528
												Automotive Total	$	66,522		$	67,374		6.6	%
	Banking	Green Street Parent, LLC ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			8/27/2025	$	-		(46	)		(48	)
		Green Street Parent, LLC ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.25%		7.05	%		8/27/2026	$	14,480		14,201			14,190
		Transaction Network Services, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.00%		5.93	%		8/15/2022	$	11,630		11,501			11,324
												Banking Total	$	25,656		$	25,466		2.5	%
	Beverage, Food & Tobacco	Hearthside Food Solutions, LLC	Corporate Bond		-		8.50	%		6/1/2026	$	10,000		9,814			9,382
		NPC International, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ^{(21) (33)}	Second Lien Senior Secured Loan		L+ 7.50%		9.43	%		4/18/2025	$	9,159		9,190			1,101
		NPC International, Inc. ⁽¹⁵⁾ ⁽³³⁾	First Lien Senior Secured Loan		L+ 3.50%		5.42	%		4/19/2024	$	4,937		4,963			2,328
												Beverage, Food & Tobacco Total	$	23,967		$	12,811		1.3	%

Capital Equipment	Dorner Manufacturing Corp. ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		3/15/2022	$	-		(12	)		-
	Dorner Manufacturing Corp. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.75%	7.71	%	3/15/2023	$	7,890		7,766			7,890
	East BCC Coinvest II,LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		1,419		1,419			1,419
	Electronics For Imaging, Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 9.00%	10.94	%	7/23/2027	$	13,070		12,253			12,220
	Engineered Controls International, LLC ⁽¹²⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾ ⁽³²⁾	First Lien Senior Secured Loan	L+ 7.00%	8.70	%	11/5/2024	$	33,599		32,861			32,843
	EXC Holdings III Corp. ⁽¹²⁾ ⁽¹⁵⁾ ⁽²¹⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan	L+ 7.50%	9.59	%	12/1/2025	$	8,240		8,252			7,993
	FCG Acquisitions, Inc. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred equity	-	-		-		4		4,251			7,263
	FFI Holdings I Corp ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁸⁾	First Lien Senior Secured Loan - Delayed Draw	-	-		1/24/2025	$	-		(9	)		3
	FFI Holdings I Corp ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽³⁰⁾	First Lien Senior Secured Loan - Revolver	L+ 5.75%	7.95	%	1/24/2025	$	3,438		3,368			3,465
	FFI Holdings I Corp ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.75%	7.60	%	1/24/2025	$	68,421		67,842			68,763
	Tidel Engineering, L.P. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		3/1/2023	$	-		-			-
	Tidel Engineering, L.P. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 6.25%	8.19	%	3/1/2024	$	38,302		38,302			38,302
	Velvet Acquisition B.V. ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	EURIBOR+ 8.00%	8.00	%	4/17/2026	€	6,013		7,325			6,752
								Capital Equipment Total	$	183,618		$	186,913		18.4	%
Chemicals, Plastics & Rubber	AP Plastics Group, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		8/2/2021	$	-		-			-
	AP Plastics Group, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.25%	6.94	%	8/1/2022	$	19,856		19,566			19,756
	Niacet b.v. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	EURIBOR+ 4.50%	5.50	%	2/1/2024	€	3,684		3,949			4,126
	Plaskolite, Inc. ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.25%	6.04	%	12/15/2025	$	8,933		8,773			8,564
								Chemicals, Plastics & Rubber Total	$	32,288		$	32,446		3.2	%
Construction & Building	Chase Industries, Inc. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 4.00%	5.94	%	5/12/2025	$	1,115		1,115			1,111
	Chase Industries, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.00% (1.5% PIK)	7.44	%	5/12/2025	$	11,812		11,762			11,753
	Crown Subsea ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 6.00%	7.69	%	11/3/2025	$	9,696		9,566			9,675
	Elk Parent Holdings, LP ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		1		12			12
	Elk Parent Holdings, LP ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred Equity	-	-		-		120		1,202			1,202
	PP Ultimate Holdings B, LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		1		1,352			1,613
	Profile Products LLC ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		12/20/2024	$	-		(64	)		(10	)
	Profile Products LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.50%	7.44	%	12/20/2024	$	35,003		34,367			34,915
	Regan Development Holdings Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	2,051		2,235			2,303
	Regan Development Holdings Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	665		755			747
	Regan Development Holdings Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	EURIBOR+ 6.50%	7.00	%	4/18/2022	€	6,226		6,710			6,992
	YLG Holdings, Inc. ⁽²⁾ ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁸⁾	First Lien Senior Secured Loan - Delayed Draw	-	-		10/31/2025	€	-		-			(51	)
	YLG Holdings, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 5.75%	-		10/31/2025	€	-		(83	)		(171	)
	YLG Holdings, Inc. ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.75%	7.66	%	10/31/2025	€	38,862		38,484			38,085
								Construction & Building Total	$	107,413		$	108,176		10.6	%

Consumer Goods: Durable	New Milani Group LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.00%	6.94	%	6/6/2024	$	17,100		16,968			16,672
	TLC Holdco LP ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		1,188		1,186			1,188
	TLC Purchaser, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	-	-		10/13/2025	$	-		(69	)		(71	)
	TLC Purchaser, Inc. ⁽³⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	P+ 4.75%	9.50	%	10/13/2025	$	3,916		3,745			3,738
	TLC Purchaser, Inc. ⁽¹²⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.75%	7.49	%	10/13/2025	$	42,721		41,882			41,867
								Consumer Goods: Durable Total	$	63,712		$	63,394		6.2	%
Consumer Goods: Non-Durable	FineLine Technologies, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	P+ 3.25%	8.00	%	11/4/2022	$	1,966		1,944			1,952
	FineLine Technologies, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.25%	6.05	%	11/4/2022	$	31,384		31,217			31,228
	Kronos Acquisition Holdings Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	L+ 7.00%	8.80	%	5/15/2023	$	2,647		2,605			2,627
	MND Holdings III Corp ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 3.50%	5.44	%	6/19/2024	$	11,642		11,667			10,944
	RoC Opco LLC ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		2/25/2025	$	-		(176	)		-
	RoC Opco LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 7.25%	9.19	%	2/25/2025	$	40,793		39,888			40,793
	Solaray, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 6.00%	7.85	%	9/11/2023	$	14,573		14,573			14,501
	Solaray, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 4.50%	6.40	%	9/9/2022	$	11,674		11,629			11,674
	Solaray, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 6.00%	7.82	%	9/11/2023	$	42,610		42,610			42,397
	WU Holdco, Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 5.50%	7.44	%	3/26/2026	$	832		778			832
	WU Holdco, Inc. ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		3/26/2025	$	-		(56	)		-
	WU Holdco, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.50%	7.44	%	3/26/2026	$	39,705		38,923			39,705
								Consumer Goods: Non-Durable Total	$	195,602		$	196,653		19.3	%
Containers, Packaging, & Glass	Automate Intermediate Holdings II S.à r.l. ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 7.75%	9.55	%	7/22/2027	$	11,870		11,637			11,633
								Containers, Packaging, & Glass Total	$	11,637		$	11,633		1.1	%
Energy: Electricity	Infinite Electronics International Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.00%	5.80	%	7/2/2025	$	19,752		19,739			19,654
	Infinite Electronics International Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 8.00%	9.80	%	7/2/2026	$	2,480		2,433			2,480
								Energy: Electricity Total	$	22,172		$	22,134		2.2	%
Energy: Oil & Gas	Amspec Services, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	P+ 3.75%	9.00	%	7/2/2024	$	2,125		2,071			2,125
	Amspec Services, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 6.25%	8.19	%	7/2/2024	$	44,100		43,605			44,100
	Blackbrush Oil & Gas, L.P. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 8.00%	9.89	%	2/9/2024	$	32,075		31,588			31,754
								Energy: Oil & Gas Total	$	77,264		$	77,979		7.7	%
Environmental Industries	Adler & Allan Group Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²²⁾	First Lien Last Out	GBP LIBOR+ 8.25% (2% PIK)	11.04	%	9/30/2022	£	13,279		16,814			17,612
								Environmental Industries Total	$	16,814		$	17,612		1.7	%

FIRE: Insurance	Ivy Finco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.70	%	5/19/2025	£	7,217		8,950			9,381
	Ivy Finco Limited ^{(3) (6)} ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.70	%	5/19/2025	£	2,691		3,194			3,382
	Margaux Acquisition Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 6.00%	8.10	%	12/19/2024	$	2,186		2,020			2,186
	Margaux Acquisition, Inc. ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		12/19/2024	$	-		(48	)		-
	Margaux Acquisition Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.50%	7.60	%	12/19/2024	$	28,916		28,392			28,916
	Margaux UK Finance Limited ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		12/19/2024	£	-		(10	)		-
	Margaux UK Finance Limited ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	GBP LIBOR+ 5.50%	6.50	%	12/19/2024	£	7,706		9,869			10,221
								FIRE: Insurance Total	$	52,367		$	54,086	5.3	%
FIRE: Real Estate	Spectre (Carrisbrook House) Limited ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	EURIBOR+ 7.50%	8.50	%	8/9/2021	€	9,300		10,786			10,443
								FIRE: Real Estate Total	$	10,786		$	10,443	1.0	%
Forest Products & Paper	Solenis International LLC ⁽¹⁸⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 8.50%	10.41	%	6/26/2026	$	10,601		10,301			9,700
								Forest Products & Paper Total	$	10,301		$	9,700	1.0	%
Healthcare & Pharmaceuticals	CB Titan Holdings, Inc. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred equity	-	-		-		1,953		1,953			3,378
	Clarkson Eyecare, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 6.25%	8.05	%	4/2/2021	$	23,118		22,747			23,118
	Clarkson Eyecare, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 6.25%	8.05	%	4/2/2021	$	15,284		15,031			15,284
	Clinical Innovations, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²²⁾	First Lien Last Out - Revolver	L+ 5.50%	7.21	%	10/17/2022	$	772		757			772
	Clinical Innovations, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²²⁾ ⁽²⁹⁾	First Lien Last Out	L+ 5.50%	7.30	%	10/17/2023	$	10,916		10,744			10,916
	Clinical Innovations ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.50%	7.30	%	10/17/2023	$	511		500			511
	CPS Group Holdings, Inc. ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		3/3/2025	$	-		(64	)		-
	CPS Group Holdings, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.25%	7.19	%	3/3/2025	$	55,905		55,390			55,905
	Datix Bidco Limited ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		10/28/2024	£	-		(21	)		-
	Datix Bidco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	GBP LIBOR+ 7.75%	8.63	%	4/27/2026	£	12,134		16,314			16,093
	Datix Bidco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	BBSW+ 4.50%	5.50	%	4/28/2025	AUD	4,212		3,205			2,958
	Golden State Buyer, Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.75%	6.55	%	6/22/2026	$	15,230		15,084			14,887
	Great Expressions Dental Centers PC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽³⁴⁾	First Lien Senior Secured Loan - Revolver	L+ 4.75% (0.5% PIK)	7.22	%	9/28/2022	$	1,017		1,009			789
	Great Expressions Dental Centers PC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.25%	7.17	%	9/28/2023	$	7,609		7,540			6,125
	Island Medical Management Holdings, LLC ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 6.50%	8.30	%	9/1/2022	$	9,160		9,071			8,428
	Medical Depot Holdings, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽²¹⁾	First Lien Senior Secured Loan	L+ 7.50%	9.44	%	1/3/2023	$	16,189		14,935			12,293
	Mendel Bidco, Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	EURIBOR+ 4.50%	4.50	%	6/17/2027	€	10,033		11,134			10,985
	Mendel Bidco, Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.50%	6.45	%	6/17/2027	$	19,966		19,492			19,467
	Mertus 522. GmbH ⁽³⁾ ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	EURIBOR+ 5.75%	5.75	%	5/28/2026	€	875		602			946
	Mertus 522. GmbH ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	EURIBOR+ 5.75%	5.75	%	5/28/2026	€	22,468		24,540			25,167
	TecoStar Holdings, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 8.50%	10.24	%	11/1/2024	$	9,472		9,282			9,472
	U.S. Anesthesia Partners, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 7.25%	9.05	%	6/23/2025	$	16,520		16,334			16,520
								Healthcare & Pharmaceuticals Total	$	255,579		$	254,014	24.9	%

High Tech Industries	AMI US Holdings Inc. ⁽³⁾ ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 5.50%	7.25	%	4/1/2024	$	767		737			767
	AMI US Holdings Inc. ⁽⁶⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.50%	7.19	%	4/1/2025	$	13,157		12,916			13,157
	Appriss Holdings, Inc. ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		5/30/2025	$	-		(61	)		-
	Appriss Holdings, Inc. ⁽⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.50%	7.44	%	5/29/2026	$	48,876		48,272			48,876
	CB Nike IntermediateCo Ltd ⁽³⁾ ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 5.00%	6.93	%	10/31/2025	$	1,550		1,464			1,461
	CB Nike IntermediateCo Ltd ⁽⁶⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.00%	6.93	%	10/31/2025	$	35,422		34,729			34,714
	CMI Marketing Inc ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		5/24/2023	$	-		(14	)		-
	CMI Marketing Inc ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.50%	6.30	%	5/24/2024	$	15,256		15,136			15,256
	Drilling Info Holdings, Inc ⁽¹²⁾ ⁽¹⁸⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.25%	6.05	%	7/30/2025	$	22,609		22,532			22,496
	Element Buyer, Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 5.25%	7.05	%	7/18/2025	$	3,366		3,466			3,366
	Element Buyer, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 5.25%	7.05	%	7/19/2024	$	1,417		1,368			1,417
	Element Buyer, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.25%	7.05	%	7/18/2025	$	37,772		38,104			37,772
	Elo Touch Solutions, Inc. ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 6.50%	8.24	%	12/15/2025	$	3,261		3,168			3,244
	Everest Bidco ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	GBP LIBOR+ 7.50%	8.50	%	7/3/2026	£	10,216		13,098			13,076
	MeridianLink, Inc. ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.00%	5.80	%	5/30/2025	$	1,825		1,804			1,798
	Netsmart Technologies, Inc. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 7.50%	9.30	%	10/19/2023	$	2,749		2,749			2,735
	nThrive, Inc. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 9.75%	11.55	%	4/20/2023	$	8,000		7,986			7,080
	Park Place Technologies ⁽¹⁵⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 8.00%	9.80	%	3/30/2026	$	6,733		6,688			6,682
	Symplr Software, Inc. ⁽³⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 6.00%	7.95	%	11/30/2023	$	4,499		4,445			4,499
	Symplr Software, Inc. ⁽⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 6.00%	7.94	%	11/28/2025	$	61,060		60,211			61,060
	Utimaco, Inc. ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.50%	6.42	%	8/9/2027	$	14,849		14,490			14,775
	Ventiv Topco, Inc. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		28		2,833			2,886
	Ventiv Holdco, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 5.50%	-		9/3/2025	$	-		(49	)		(17	)
	Ventiv Holdco, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.50%	7.44	%	9/3/2025	$	24,299		23,948			24,178
	VPARK BIDCO AB ⁽⁶⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	CIBOR+ 4.00%	4.75	%	3/10/2025	DKK	56,999		9,160			8,566
	VPARK BIDCO AB ⁽⁶⁾ ⁽¹⁶⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	NIBOR+ 4.00%	5.86	%	3/10/2025	NOK	74,020		9,197			8,430
	Zywave, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 5.00%	6.80	%	11/17/2022	$	428		419			429
	Zywave, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.00%	6.93	%	11/17/2022	$	17,370		17,290			17,370
								High Tech Industries Total	$	356,086		$	356,073		35.0	%
Hotel, Gaming & Leisure	Aimbridge Acquisition Co., Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan	L+ 7.50%	9.19	%	2/1/2027	$	20,193		19,649			19,688
	Captain D’s LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽³⁵⁾	First Lien Senior Secured Loan - Revolver	P+ 3.50%	7.45	%	12/15/2023	$	1,285		1,273			1,266
	Captain D’s LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.50%	6.44	%	12/15/2023	$	13,037		12,940			12,907
	Quidditch Acquisition, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 7.00%	8.80	%	3/21/2025	$	19,023		19,004			19,213
								Hotel, Gaming & Leisure Total	$	52,866		$	53,074		5.2	%
Media: Advertising, Printing & Publishing	A-L Parent LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽²¹⁾	Second Lien Senior Secured Loan	L+ 7.25%	9.05	%	12/2/2024	$	4,050		4,020			3,594
	Ansira Holdings, Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 5.75%	7.51	%	12/20/2022	$	2,936		2,926			2,458
	Ansira Holdings, Inc. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁴⁾	First Lien Senior Secured Loan - Revolver	L+ 5.00%	7.22	%	12/20/2022	$	7,084		7,084			7,084
	Ansira Holdings, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.75%	7.55	%	12/20/2022	$	35,877		35,791			32,020
	Cruz Bay Publishing, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	P+ 5.00%	9.75	%	2/28/2020	$	876		865			876
	Cruz Bay Publishing ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	P+ 3.00%	7.75	%	2/28/2020	$	2,298		2,298			2,298
	Cruz Bay Publishing, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁷⁾	First Lien Senior Secured Loan	L+ 5.75%	7.70	%	2/28/2020	$	4,824		4,824			4,824
	Cruz Bay Publishing, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 6.75%	8.46	%	2/28/2020	$	1,611		1,611			1,611
								Media: Advertising, Printing & Publishing Total	$	59,419		$	54,765		5.4	%

Media: Broadcasting & Subscription	Vital Holdco Limited ⁽⁶⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.25%	7.05	%	5/29/2026	$	35,357		34,552			35,357
	Vital Holdco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	EURIBOR+ 5.25%	5.25	%	5/29/2026	€	7,917		8,613			8,890
								Media: Broadcasting & Subscription Total	$	43,165		$	44,247		4.3	%
Media: Diversified & Production	Efficient Collaborative Retail Marketing Company, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		6/15/2022	$	-		-			-
	Efficient Collaborative Retail Marketing Company, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 6.75%	8.69	%	6/15/2022	$	15,095		15,185			15,095
	Efficient Collaborative Retail Marketing Company, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 6.75%	8.69	%	6/15/2022	$	9,788		9,847			9,788
	International Entertainment Investments Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	GBP LIBOR+ 4.00%	4.86	%	5/31/2023	£	8,686		10,638			11,520
								Media: Diversified & Production Total	$	35,670		$	36,403		3.6	%
Retail	Batteries Plus Holding Corporation ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		7/6/2022	$	-		-			-
	Batteries Plus Holding Corporation ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 6.75%	8.55	%	7/6/2022	$	28,827		28,827			28,827
	Calceus Acquisition, Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.50%	7.30	%	2/12/2025	$	5,997		5,947			6,000
								Retail Total	$	34,774		$	34,827		3.4	%
Services: Business	AMCP Clean Acquisition Company, LLC ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 4.25%	6.19	%	6/16/2025	$	3,894		3,886			3,806
	AMCP Clean Acquisition Company, LLC ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.25%	6.19	%	6/16/2025	$	16,093		16,062			15,731
	Comet Bidco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽²¹⁾	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.70	%	9/30/2024	£	7,362		9,488			9,605
	Elevator Holdco Inc. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		2		2,448			2,448
	Hightower Holding, LLC ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	-	-		1/31/2025	$	-		(15	)		(17	)
	Hightower Holding, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾ ⁽³¹⁾	First Lien Senior Secured Loan	L+ 5.00%	6.80	%	1/31/2025	$	34,589		34,432			34,503
	SumUp Holdings Luxembourg S.à.r.l. ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	EURIBOR+ 8.00%	9.00	%	8/1/2024	€	15,957		17,658			17,873
	SumUp Holdings Luxembourg S.à.r.l. ⁽³⁾ ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	EURIBOR+ 8.00%	9.00	%	8/1/2024	€	7,480		7,823			8,351
	TEI Holdings Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 6.00%	7.83	%	12/23/2025	$	1,509		1,464			1,464
	TEI Holdings Inc. ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 6.00%	7.93	%	12/23/2026	$	49,050		48,340			48,559
	Valet Waste Holdings, Inc ⁽¹²⁾ ⁽¹⁸⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 3.75%	5.55	%	9/29/2025	$	23,747		23,700			23,539
								Services: Business Total	$	165,286		$	165,862		16.3	%
Services: Consumer	Pearl Intermediate Parent LLC ⁽¹⁸⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan	L+ 6.25%	8.05	%	2/13/2026	$	2,571		2,587			2,545
	Surrey Bidco Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	GBP LIBOR+ 6.00%	6.78	%	5/11/2026	£	5,000		6,138			6,466
	Trafalgar Bidco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.70	%	9/11/2024	£	6,011		7,727			7,733
	Zeppelin BidCo Pty Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan	BBSY+ 6.00%	6.90	%	6/28/2024	AUD	20,621		14,006			14,050
								Services: Consumer Total	$	30,458		$	30,794		3.0	%

Telecommunications	Conterra Ultra Broadband Holdings, Inc. ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.50%	6.30	%	4/30/2026	$	6,451		6,420			6,448
	Horizon Telcom, Inc. ⁽³⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 4.75%	6.46	%	6/15/2023	$	481		465			464
	Horizon Telcom, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		6/15/2023	$	-		(2	)		(1	)
	Horizon Telcom, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.75%	6.44	%	6/15/2023	$	13,730		13,577			13,592
	Masergy Holdings, Inc. ⁽¹⁵⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan	L+ 7.50%	9.46	%	12/16/2024	$	857		863			840
								Telecommunications Total	$	21,323		$	21,343		2.1	%
Transportation: Cargo	A&R Logistics, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 5.75%	7.85	%	5/5/2025	$	1,053		940			1,053
	A&R Logistics, Inc. ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.75%	7.85	%	5/5/2025	$	43,976		43,130			43,976
	A&R Logistics, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.75%	7.85	%	5/5/2025	$	2,473		2,424			2,473
	A&R Logistics, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.75%	7.66	%	5/5/2025	$	6,096		6,004			6,096
	ARL Holdings, LLC. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		-		445			448
	ARL Holdings, LLC. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		9		9			8
	ENC Holding Corporation ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.00%	5.94	%	5/30/2025	$	10,272		10,259			10,041
	Grammer Investment Holdings LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		1,011		1,011			1,021
	Grammer Investment Holdings LLC ⁽¹⁹⁾ ⁽²⁵⁾	Preferred Equity	10% PIK	10.00	%	-		6		646			679
	Grammer Investment Holdings LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Warrants	-	-		-		122		-			122
	Grammer Purchaser, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 4.50%	6.30	%	9/30/2024	$	52		56			42
	Grammer Purchaser, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 4.50%	6.31	%	9/30/2024	$	10,206		10,043			10,104
	Omni Logistics, LLC ⁽¹⁵⁾ ⁽¹⁹⁾	Subordinated Debt	L+ 11.50%	13.30	%	1/19/2024	$	15,000		14,752			15,000
	PS HoldCo, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 4.75%	6.55	%	3/13/2025	$	23,277		23,265			22,084
	Toro Private Investments II, L.P. ⁽⁶⁾ ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		3,090		3,090			3,090
								Transportation: Cargo Total	$	116,074		$	116,237		11.4	%
Transportation: Consumer	Direct Travel, Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 6.50%	8.44	%	12/1/2021	$	1,471		1,382			1,471
	Direct Travel, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw	L+ 6.50%	8.45	%	12/1/2021	$	2,920		2,920			2,920
	Direct Travel, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		12/1/2021	$	-		-			-
	Direct Travel, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²³⁾	First Lien Senior Secured Loan	L+ 6.50%	8.40	%	12/1/2021	$	49,667		49,667			49,667
	Toro Private Holdings III, Ltd ⁽⁶⁾ ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan	L+ 9.00%	10.94	%	5/28/2027	$	8,998		8,504			7,604
								Transportation: Consumer Total	$	62,473		$	61,662		6.1	%
Utilities: Electric	CSVC Acquisition Corp	Corporate Bond	-	7.75	%	6/15/2025	$	13,478		12,598			8,126
								Utilities: Electric Total	$	12,598		$	8,126		0.8	%

	Wholesale	Abracon Group Holding, LLC. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		2		1,833			1,294
		Abracon Group Holding, LLC. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	-	-		7/18/2024	$	-		(32	)		(28)
		Abracon Group Holding, LLC. ⁽⁷⁾ ⁽¹³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.75%	7.70	%	7/18/2024	$	36,094		35,929			35,733
		Aramsco, Inc. ⁽³⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver	L+ 5.25%	7.05	%	8/28/2024	$	621		579			553
		Aramsco, Inc. ⁽⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan	L+ 5.25%	7.05	%	8/28/2024	$	24,288		23,902			23,802
		Armor Group, LP ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		10		1,012			1,085
		PetroChoice Holdings, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.00%	6.93	%	8/19/2022	$	9,948		9,867			9,500
		PetroChoice Holdings, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 5.00%	6.93	%	8/19/2022	$	6,582		6,452			6,286
									Wholesale Total	$	79,542		$	78,225	7.7	%
									Non-Controlled/Non-Affiliate Investments Total	$	2,416,854		$	2,403,250	236.0	%
Non-Controlled/Affiliate Investments
	Beverage, Food & Tobacco	ADT Pizza, LLC ⁽¹⁰⁾ ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		6,720		6,720			6,720
									Beverage, Food & Tobacco Total	$	6,720		$	6,720	0.6	%
									Non-Controlled/Affiliate Investments Total	$	6,720		$	6,720	0.6	%
Controlled Affiliate Investments
	Aerospace & Defense	ACC Holdco, LLC ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred equity	-	16.00	%	-		10,828		10,824			10,828
		Air Comm Corporation LLC ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan	L+ 6.50%	8.44	%	6/30/2025	$	27,298		26,516			27,161
		BCC Jetstream Holdings Aviation (Off I), LLC ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²⁵⁾	Equity Interest	-	-		-		11,863		11,863			13,091
		BCC Jetstream Holdings Aviation (On II), LLC ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²⁵⁾	Equity Interest	-	-		-		1,116		1,116			1,869
		BCC Jetstream Holdings Aviation (On II), LLC ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁰⁾	First Lien Senior Secured Loan	-	10.00	%	6/2/2022	$	6,363		6,363			6,363
		Gale Aviation (Offshore) Co ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest	-	-		-		57,007		57,007			57,773
									Aerospace & Defense Total	$	113,689		$	117,085	11.5	%
									Controlled Affiliate Investments Total	$	113,689		$	117,085	11.5	%
									Investments Total	$	2,537,263			$2,527,055	248.1	%
Cash Equivalents
	Cash Equivalents	Goldman Sachs Financial Square Government Fund Institutional Share Class ⁽³⁶⁾	Cash Equivalents	-	1.64	%	-	$	66,965		66,965			66,965
									Cash Equivalents Total	$	66,965			$66,965	6.6	%
									Investments and Cash Equivalents Total	$	2,604,228		$	2,594,020	254.7	%

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation) ⁽⁸⁾
US DOLLARS 8,720	POUND STERLING 6,400	Bank of New York Mellon	9/21/2020	$	288
POUND STERLING 6,220	US DOLLARS 8,192	Bank of New York Mellon	9/21/2020		-
US DOLLARS 12,177	EURO 10,370	Bank of New York Mellon	1/10/2020		552
EURO 3,270	US DOLLARS 2,930	Bank of New York Mellon	1/10/2020		-
US DOLLARS 11,874	EURO 10,300	Bank of New York Mellon	6/15/2020		194
US DOLLARS 412	POUND STERLING 310	Citibank	9/23/2020		(1	)
US DOLLARS 25,257	POUND STERLING 19,410	Goldman Sachs	1/10/2020		(465	)
US DOLLARS 68,701	POUND STERLING 53,430	Goldman Sachs	6/15/2020		(2,399	)
US DOLLARS 83,784	EURO 72,370	Goldman Sachs	6/15/2020		1,716
US DOLLARS 16,897	AUSTRALIAN DOLLARS 24,180	Goldman Sachs	6/15/2020		(167	)
US DOLLARS 8,885	DANISH KRONE 57,000	Goldman Sachs	6/15/2020		225
US DOLLARS 8,257	NORWEGIAN KRONE 74,020	Goldman Sachs	3/20/2020		(161	)
				$	(218	)

	⁽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”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), or the Prime Rate (“Prime” or “P”) and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, BBSY, or Prime and the current weighted average interest rate in effect at December 31, 2019. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, or Prime interest rate floor.
	⁽²⁾The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.
	⁽³⁾Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.
	⁽⁴⁾Percentages are based on the Company’s net assets of $1,018,400 as of December 31, 2019.
	⁽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, 2019, non-qualifying assets totaled 15.6% of the Company’s total assets.
	⁽⁷⁾Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution LLC. See Note 6 “Debt”.
	⁽⁸⁾Unrealized appreciation/(depreciation) on forward currency exchange contracts.
	⁽⁹⁾The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian krone, AUD represents Australian and DKK represents Kroner.
	⁽¹⁰⁾As defined in the 1940 Act, the Company is deemed to be an “Affiliated Investment” of the Company as the Company owns 5% or more of the portfolio company’s securities.
	⁽¹¹⁾As defined in the 1940 Act, the Company is deemed to “Control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.
	⁽¹²⁾Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer. See Note 6 “Debt”.
	⁽¹³⁾$91 of the total par amount for this security is at P+ 4.75%.
	⁽¹⁴⁾Non-Income Producing.
	⁽¹⁵⁾Loan includes interest rate floor of 1.00%.
	⁽¹⁶⁾Loan includes interest rate floor of 0.75%.
	⁽¹⁷⁾Loan includes interest rate floor of 0.50%.
	⁽¹⁸⁾Loan includes interest rate floor of 0.00%.
	⁽¹⁹⁾Security valued using unobservable inputs (Level 3).
	⁽²⁰⁾The Company holds non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.
	⁽²¹⁾Assets or a portion thereof are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6 “Debt”.
	⁽²²⁾The Company generally earns a higher interest rate on the “last out” tranche of debt, to the extent the debt has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
	⁽²³⁾$127 of the total par amount for this security is at P+ 5.50%.
	⁽²⁴⁾$1,643 of the total par amount for this security is at P+ 4.00%.
	⁽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, 2019, the aggregate fair value of these securities is $123,733 or 12.15% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

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

	⁽²⁶⁾$4,606 of the total par amount for this security is at P+ 4.00%.
	⁽²⁷⁾$71 of the total par amount for this security is at P+ 4.75%.
	⁽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⁾$747 of the total par amount for this security is at P+ 4.75%.
	⁽³¹⁾$87 of the total par amount for this security is at P+ 4.00%.
	⁽³²⁾Loan includes interest rate floor of 1.50%.
	⁽³³⁾Asset has been placed on non-accrual
	⁽³⁴⁾$350 of the total par amount for this security is at P+ 3.75%.
	⁽³⁵⁾$540 of the total par amount for this security is at L+ 4.50%
	⁽³⁶⁾Cash equivalents include $31,434 of restricted cash.

See Notes to Consolidated Financial Statements

BAIN CAPITAL SPECIALTY FINANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except share and per share data)

Note 1. Organization

Bain Capital Specialty Finance, Inc. (the “Company”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated and intends to operate in a manner so as to continuously qualify as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing concurrently with its election to be treated as a BDC. 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, 2019.

Basis of Consolidation

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

Use of Estimates

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

Valuation of Portfolio Investments

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

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

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

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

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

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

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

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.

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 June 30, 2020 and December 31, 2019, three and two loans have been placed on non-accrual status, respectively.

Distributions

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

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

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

Dividend Reinvestment Plan

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

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

Offering Costs

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

Cash, Restricted Cash, and Cash Equivalents

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

Foreign Currency Translation

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

Forward Currency Exchange Contracts

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

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

Deferred Financing Costs and Debt Issuance Costs

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

Income Taxes

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

The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through June 30, 2020 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, 2020. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. BCSF I, LLC, BCSF II-C, LLC, BCSF CFSH, LLC, BCSF CFS, LLC, BCC Middle Market CLO 2018-1, LLC, and BCC Middle Market CLO 2019-1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of June 30, 2020, the tax years that remain subject to examination are from 2016 forward.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The guidance has been adopted and the adoption did not have a material effect on our consolidated financial statements and disclosures.

Note 3. Investments

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of June 30, 2020 (with corresponding percentage of total portfolio investments):

	As of June 30, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loans	$	2,246,576		86.1	%	$	2,145,810		86.7	%
First Lien Last Out Loans		22,640		0.9			22,039		0.9
Second Lien Senior Secured Loans		187,766		7.2			156,755		6.3
Subordinated Debt		14,777		0.5			15,000		0.6
Equity Interests		119,050		4.6			112,956		4.6
Preferred Equity		19,583		0.7			23,327		0.9
Warrants		—		0.0			100		0.0
Total	$	2,610,392		100.0	%	$	2,475,987		100.0	%

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2019 (with corresponding percentage of total portfolio investments):

	As of December 31, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loans	$	2,167,932		85.4	%	$	2,165,844		85.7	%
First Lien Last Out Loans		28,315		1.1			29,300		1.2
Second Lien Senior Secured Loans		187,565		7.4			175,670		7.0
Subordinated Debt		14,752		0.6			15,000		0.5
Corporate Bonds		22,412		0.9			17,508		0.7
Equity Interests		96,736		3.8			99,293		3.9
Preferred Equity		19,551		0.8			24,318		1.0
Warrants		—		0.0			122		0.0
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of June 30, 2020 (with corresponding percentage of total portfolio investments):

	As of June 30, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
United States	$	2,170,520		83.1	%	$	2,055,624		83.0	%
United Kingdom		125,171		4.8			118,804		4.8
Cayman Islands		79,321		3.0			74,577		3.0
Luxembourg		56,344		2.2			51,301		2.1
Germany		38,687		1.6			39,224		1.6
Israel		34,533		1.3			35,245		1.5
Ireland		20,716		0.8			20,600		0.8
Sweden		18,384		0.7			16,279		0.7
Jersey		16,122		0.6			15,721		0.6
Australia		14,047		0.5			13,427		0.5
France		13,116		0.5			12,394		0.5
Canada		12,234		0.5			12,243		0.5
Netherlands		11,197		0.4			10,548		0.4
Total	$	2,610,392		100.0	%	$	2,475,987		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, 2019 (with corresponding percentage of total portfolio investments):

	As of December 31, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
United States	$	2,160,607		85.2	%	$	2,146,830		85.0	%
United Kingdom		123,327		4.9			126,455		5.0
Cayman Islands		57,007		2.2			57,773		2.3
Luxembourg		45,622		1.8			45,461		1.8
Israel		36,193		1.4			36,175		1.5
Germany		25,142		1.0			26,113		1.0
Ireland		20,486		0.8			20,485		0.8
Sweden		18,357		0.7			16,996		0.7
Australia		14,006		0.6			14,050		0.5
France		13,098		0.5			13,076		0.5
Jersey		12,144		0.5			12,763		0.5
Netherlands		11,274		0.4			10,878		0.4
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of June 30, 2020 (with corresponding percentage of total portfolio investments):

	As of June 30, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
High Tech Industries	$	389,274		14.9	%	$	378,303		15.3	%
Aerospace & Defense		329,550		12.6			308,397		12.5
Healthcare & Pharmaceuticals		225,812		8.7			215,104		8.7
Consumer Goods: Non-Durable		209,481		8.0			203,398		8.2
Services: Business		197,886		7.6			185,992		7.5
Capital Equipment		180,172		6.9			176,575		7.1
Transportation: Cargo		116,500		4.5			113,580		4.5
Construction & Building		102,728		3.9			99,023		4.0
Wholesale		80,157		3.1			74,328		3.0
Energy: Oil & Gas		80,519		3.1			71,806		2.9
Automotive		69,188		2.7			67,784		2.7
FIRE: Insurance ⁽¹⁾		65,478		2.5			63,251		2.5
Consumer Goods: Durable		59,600		2.3			57,594		2.3
Transportation: Consumer		69,786		2.7			54,369		2.2
Media: Diversified & Production		50,144		1.9			48,968		2.0
Hotel, Gaming & Leisure		52,970		2.0			48,717		2.0
Media: Advertising, Printing & Publishing		55,716		2.1			47,928		1.9
Media: Broadcasting & Subscription		43,235		1.7			43,373		1.8
Retail		30,570		1.2			30,158		1.2
Services: Consumer		30,522		1.2			28,724		1.2
Chemicals, Plastics & Rubber		25,711		1.0			25,571		1.0
Telecommunications		21,815		0.8			21,484		0.9
Energy: Electricity		22,076		0.8			21,345		0.9
Environmental Industries		16,827		0.6			16,226		0.7
FIRE: Finance ⁽¹⁾		15,321		0.6			15,132		0.6
Banking		15,315		0.6			14,397		0.6
Beverage, Food & Tobacco		21,239		0.8			13,039		0.5
Containers, Packaging, & Glass		11,648		0.4			11,692		0.5
FIRE: Real Estate ⁽¹⁾		10,834		0.4			10,456		0.4
Forest Products & Paper		10,318		0.4			9,273		0.4
Total	$	2,610,392		100.0	%	$	2,475,987		100.0	%

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

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2019 (with corresponding percentage of total portfolio investments):

	As of December 31, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
High Tech Industries	$	356,086		14.0	%	$	356,073		14.1	%
Aerospace & Defense		305,111		12.0			307,863		12.2
Healthcare & Pharmaceuticals		255,579		10.1			254,014		10.1
Consumer Goods: Non-Durable		195,602		7.7			196,653		7.8
Capital Equipment		183,618		7.2			186,913		7.4
Services: Business		165,286		6.5			165,862		6.5
Transportation: Cargo		116,074		4.6			116,237		4.6
Construction & Building		107,413		4.2			108,176		4.3
Wholesale		79,542		3.1			78,225		3.1
Energy: Oil & Gas		77,264		3.0			77,979		3.1
Automotive		66,522		2.6			67,374		2.7
Consumer Goods: Durable		63,712		2.5			63,394		2.5
Transportation: Consumer		62,473		2.5			61,662		2.3
Media: Advertising, Printing & Publishing		59,419		2.3			54,765		2.2
FIRE: Insurance ⁽¹⁾		52,367		2.1			54,086		2.1
Hotel, Gaming & Leisure		52,866		2.1			53,074		2.1
Media: Broadcasting & Subscription		43,165		1.7			44,247		1.8
Media: Diversified & Production		35,670		1.4			36,403		1.4
Retail		34,774		1.4			34,827		1.4
Chemicals, Plastics & Rubber		32,288		1.3			32,446		1.3
Services: Consumer		30,458		1.2			30,794		1.2
Banking		25,656		1.0			25,466		1.0
Energy: Electricity		22,172		0.9			22,134		0.9
Telecommunications		21,323		0.8			21,343		0.8
Beverage, Food & Tobacco		30,687		1.2			19,531		0.8
Environmental Industries		16,814		0.7			17,612		0.7
Containers, Packaging & Glass		11,637		0.5			11,633		0.5
FIRE: Real Estate ⁽¹⁾		10,786		0.4			10,443		0.4
Forest Products & Paper		10,301		0.4			9,700		0.4
Utilities: Electric		12,598		0.6			8,126		0.3
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

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

Antares Bain Capital Complete Financing Solution

Prior to April 30, 2019, the Company was party to a limited liability company agreement with Antares Midco Inc. (“Antares”) pursuant to which it invested in ABC Complete Financing Solution LLC, which made investments through its subsidiary, Antares Bain Capital Complete Financing Solution LLC (together with ABC Complete Financing Solution LLC, “ABCS”). ABCS, an unconsolidated Delaware limited liability company, was formed on September 27, 2017 and commenced operations on November 29, 2017. ABCS’ principal purpose was to make investments, primarily in senior secured unitranche loans. The Company recorded its investment in ABCS at fair value. Distributions of income received from ABCS, if any, were recorded as dividend income from controlled affiliate investments in the consolidated statements of operations. Distributions received from ABCS in excess of income earned at ABCS, if any, were recorded as a return of capital and reduced the amortized cost of controlled affiliate investments.

The Company and Antares, as members of ABCS, agreed to contribute capital up to (subject to the terms of their agreement) $950.0 million in aggregate to purchase equity interests in ABCS, with the Company and Antares contributing up to $425.0 million and $525.0 million, respectively. Funding of such commitments generally required the consent of both Antares Credit Opportunities Manager LLC and the Advisor on behalf of Antares and the Company, respectively. ABCS was capitalized with capital contributions from its members on a pro-rata basis based on their maximum capital contributions as transactions were funded after they had been approved.

Investment decisions of ABCS required the consent of both the Advisor and Antares Credit Opportunities Manager LLC, as representatives of the Company and Antares, respectively. Each of the Advisor and Antares sourced investments for ABCS.

On April 30, 2019, the Company formed BCSF Complete Financing Solution Holdco, LLC (“BCSF CFSH, LLC”) and BCSF Complete Financing Solution, LLC (“BCSF Unitranche” or “BCSF CFS, LLC”), wholly-owned, newly-formed, subsidiaries. The Company received its proportionate share of all assets which represented 44.737% of ABCS. The portfolio of investments that was distributed comprised of 25 senior secured unitranche loans with a fair value of $919.0 million and cash of $3.2 million. The Company also assumed the obligation to fund outstanding unfunded commitments of $31.4 million. In connection with the distribution, the Company recognized a realized gain of $0.3 million. The Company is no longer a member of ABCS. The assets the Company received from ABCS have been included in the Company’s consolidated financial statements and notes thereto.

In conjunction with the distribution from ABCS, on April 30, 2019, BCSF CFS, LLC entered into a loan and security agreement (the “JPM Credit Agreement” or the “JPM Credit Facility”) as borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. On the date of the ABCS distribution, the Company had $577.5 million outstanding on the JPM Credit Facility. See Note 6 for additional information on the JPM Credit Facility.

Below is selected statements of operations information for the three and six months ended June 30, 2019:

Selected Statements of Operations Information

	For the Three Months Ended		For the Six Months Ended
	June 30, 2019		June 30, 2019
Interest income	$	14,583	$	53,494
Fee income		29		217
Total revenues		14,612		53,711
Credit facility expenses ⁽¹⁾		5,748		22,008
Other fees and expenses		1,595		6,661
Total expenses		7,343		28,669
Net investment income		7,269		25,042
Net increase in members’ capital from operations	$	7,269	$	25,042

⁽¹⁾ The ABCS distribution was effective April 30, 2019.

Note 4. Fair Value Measurements

Fair Value Disclosures

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of June 30, 2020, according to the fair value hierarchy:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Investments:
First Lien Senior Secured Loans	$	—	$	177,233	$	1,968,577	$	2,145,810
First Lien Last Out Loans		—		—		22,039		22,039
Second Lien Senior Secured Loans		—		39,034		117,721		156,755
Subordinated Debt		—		—		15,000		15,000
Equity Interests		—		—		112,956		112,956
Preferred Equity		—		—		23,327		23,327
Warrants		—		—		100		100
Total Investments	$	—	$	216,267	$	2,259,720	$	2,475,987
Cash equivalents	$	51,802	$	—	$	—	$	51,802
Forward currency exchange contracts (asset)	$	—	$	3,070	$	—	$	3,070
Forward currency exchange contracts (liability)	$	—	$	32	$	—	$	32

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2019, according to the fair value hierarchy:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Investments:
First Lien Senior Secured Loans	$	—	$	176,223	$	1,989,621	$	2,165,844
First Lien Last Out Loans		—		—		29,300		29,300
Second Lien Senior Secured Loans		—		51,643		124,027		175,670
Subordinated Debt		—		—		15,000		15,000
Corporate Bonds		—		17,508		—		17,508
Equity Interests		—		—		99,293		99,293
Preferred Equity		—		—		24,318		24,318
Warrants		—		—		122		122
Total Investments	$	—	$	245,374	$	2,281,681	$	2,527,055
Cash equivalents	$	66,965	$	—	$	—	$	66,965
Forward currency exchange contracts (asset)		—		1,034		—		1,034
Forward currency exchange contracts (liability)	$	—	$	1,252	$	—	$	1,252

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

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

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

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2019:

	First Lien Senior Secured Loans			First Lien Last Out Loans			Second Lien Senior Secured Loans			Subordinated Debt			Investment Vehicles			Equity Interests			Preferred Equity		Warrants		Total Investments
Balance as of January 1, 2019	$	439,487		$	27,487		$	145,555		$	39,625		$	279,363		$	26,521		$	2,807	$	—	$	960,845
Purchases of investments and other adjustments to cost		455,611			422			20,096			—			64,741			4,290			16,627		—		561,787
Distribution to Company from ABCS		918,870			—			—			—			(346,329	)		—			—		—		572,541
Paid-in-kind interest		9			169			—			—			—			—			16		—		194
Net accretion of discounts (amortization of premiums)		817			49			136			26			—			—			—		—		1,028
Proceeds from principal repayments and sales of investments		(201,336	)		(82	)		(35,216	)		(25,000	)		1,432			(160	)		—		—		(260,362	)
Net change in unrealized appreciation on investments		2,403			136			333			124			528			645			530		134		4,833
Net realized gains (losses) on investments		(15	)		—			270			—			265			160			—		—		680
Transfers out of Level 3		(97,869	)		—			(17,384	)		—			—			—			—		—		(115,253	)
Transfers to Level 3		122,153			—			6,156			—			—			—			—		—		128,309
Balance as of June 30, 2019	$	1,640,130		$	28,181		$	119,946		$	14,775		$	—		$	31,456		$	19,980	$	134	$	1,854,602
Change in unrealized appreciation (depreciation) attributable to investments still held at June 30, 2019	$	1,995		$	136		$	(581	)	$	124		$	—		$	645		$	530	$	134	$	2,983

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the six months ended June 30, 2019, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the six months ended June 30, 2019, transfers from Level 3 to Level 2 were primarily due to increased price transparency.

Significant Unobservable Inputs

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

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of June 30, 2020 were as follows:

	As of June 30, 2020
	Fair Value of Level 3 Assets ⁽¹⁾		Valuation Technique	Significant Unobservable Inputs	Range of Significant Unobservable Inputs (Weighted Average ⁽²⁾)
First Lien Senior Secured Loans	$	1,935,013	Discounted Cash Flows	Comparative Yields	4.9%-17.5% (8.2%)
First Lien Senior Secured Loans		23,346	Collateral Analysis	Recovery Rate	100.0%
First Lien Last Out		16,226	Discounted Cash Flows	Comparative Yields	12.0%
Second Lien Senior Secured Loans		108,658	Discounted Cash Flows	Comparative Yields	8.4%-18.0% (10.9%)
Second Lien Senior Secured Loans		2,700	Comparable Company Multiple	EBITDA Multiple	8.3x
Subordinated Debt		15,000	Discounted Cash Flows	Comparative Yields	13.3%
Equity Interests		25,608	Comparable Company Multiple	EBITDA Multiple	6.8x-19.5x (10.2x)
Equity Interests		87,348	Discounted Cash Flows	Discount Rate	10.0%-16.4% (15.4%)
Preferred Equity		23,327	Comparable Company Multiple	EBITDA Multiple	7.8x-13.5x (10.8x)
Warrants		100	Comparable Company Multiple	EBITDA Multiple	7.8x
Total investments	$	2,237,326

⁽¹⁾	Included within the Level 3 assets of $2,259,720 is an amount of $22,394 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions).
⁽²⁾	Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of June 30, 2020. 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 is the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2019 were as follows:

As of December 31, 2019

Fair Value
of Level 3 Assets ⁽¹⁾

Valuation
Technique

Significant
Unobservable
Inputs

Range of Significant
Unobservable Inputs
(Weighted Average

⁽²⁾)

First Lien Senior Secured Loans

1,475,477

Discounted Cash Flows

Comparative Yields

4.4%-15.8% (7.7%)

First Lien Senior Secured Loans

6,363

Discounted Cash Flows

Discount Rate

10.0%-10.0% (10.0%)

First Lien Senior Secured Loans

23,181

Collateral Analysis

Recovery Rate

100

First Lien Last Out Loans

29,300

Discounted Cash Flows

Comparative Yields

7.1%-12.5% (10.3%)

Second Lien Senior Secured Loans

115,014

Discounted Cash Flows

Comparative Yields

6.1%-17.0% (10.4%)

Subordinated Debt

15,000

Discounted Cash Flows

Comparative Yields

15.3

Equity Interests

21,495

Comparable Company Multiple

EBITDA Multiple

6.8x-17.5x (9.8x)

Equity Interests

24,514

Discounted Cash Flows

Discount Rate

10.0%-18.8% (13.4%)

Preferred Equity

23,116

Comparable Company Multiple

EBITDA Multiple

7.3x-12.5x (11.0x)

Warrants

122

Comparable Company Multiple

EBITDA Multiple

7.3

Total investments

1,733,582

⁽¹⁾	Included within the Level 3 assets of $2,281,681 is an amount of $548,099 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions).
⁽²⁾	Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2019. The significant unobservable input used in the income approach is the comparative yield. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

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

Note 5. Related Party Transactions

Investment Advisory Agreement

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

Base Management Fee

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

For the three months ended June 30, 2020 and 2019 management fees were $8.6 million and $8.0 million, respectively. For the six months ended June 30, 2020 and 2019 management fees were $17.4 million and $14.7 million, respectively. For the three and six months ended June 30, 2020, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the three months ended June 30, 2019, $0.0 million was contractually waived and $1.6 million was voluntarily waived. For the six months ended June 30, 2019, $0.0 million was contractually waived and $3.9 million was voluntarily waived.

As of June 30, 2020 and December 31, 2019, management fees payable were $8.6 million and $7.3 million, respectively.

Incentive Fee

For the periods ended June 30, 2020 and 2019, 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 (the “Income Fee”), 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.

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

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

(i)

15.0% of the pre-incentive fee net investment income for the current quarter prior to the IPO; or

(ii)

17.5% of the pre-incentive fee net income for the current quarter after the IPO; and

(i)

15.0% of all remaining pre-incentive fee net investment income above the “catch-up” prior to the IPO, or

(ii)

17.5% of all remaining pre-incentive fee net investment income above the “catch-up” after the IPO.

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

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

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

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

(i)

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

(ii)

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

(iii)

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

Incentive Fee Cap

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

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

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

For the three months ended June 30, 2020 and 2019, the Company incurred $0.0 million and $4.5 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 June 30, 2020 and 2019. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

For the six months ended June 30, 2020 and 2019, the Company incurred $0.0 million and $8.6 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 $2.0 million, respectively, of the income incentive fees earned by the Advisor during the six months ended June 30, 2020 and 2019. As a result of the income incentive fee waivers, the Company incurred $4.5 and $6.6 million of income incentive fees (after waivers) for the three and six months ended June 30, 2019, respectively. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

As of June 30, 2020 and December 31, 2019, there was $0.0 million and $4.5 million, respectively, related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

Annual Incentive Fee Based on Capital Gains

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

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

There was no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of June 30, 2020 and December 31, 2019.

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

For the three months ended June 30, 2020 and 2019, the Company incurred no incentive fees related to the GAAP Incentive Fee. For the six months ended June 30, 2020 and 2019, the Company incurred no incentive fees related to the GAAP Incentive Fee. As of June 30, 2020 and December 31, 2019, there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities, respectively.

Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor (in such capacity, the “Administrator”), pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board. The Company incurred expenses related to the Administrator of $0.0 million and $0.4 million for the three months ended June 30, 2020 and 2019, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Company incurred expenses related to the Administrator of $0.0 million and $0.5 million for the six months ended June 30, 2020 and 2019, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. As of June 30, 2020 and December 31, 2019, there were $0.0 and $0.0 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 $0.2 million and $0.1 million for the three months ended June 30, 2020 and 2019, 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 $0.3 million and $0.3 million for the six months ended June 30, 2020 and 2019, 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.

Co-investments

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

Revolving Advisor Loan

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

Related Party Commitments

As of June 30, 2020 and December 31, 2019, the Advisor held 487,326.10 and 389,695.20 shares of the Company’s common stock, respectively. An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. Collectively, these investors held 12,875,920.66 and 9,539,043.66 shares of the Company at June 30, 2020 and December 31, 2019, respectively.

Non-Controlled/Affiliate and Controlled Affiliate Investments

Transactions during the six months ended June 30, 2020 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:

Portfolio Company	Principal/ Par Amount		Fair Value as of December 31, 2019		Gross Additions		Gross Reductions			Change in Unrealized Gains (Losses)			Realized Gains (Losses)		Fair Value as of June 30, 2020		Dividend and Interest Income		Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest ⁽¹⁾	$	6,720	$	6,720	$	—	$	—		$	3,008		$	—	$	9,728	$	—	$	—
Total Non-Controlled/affiliate investment	$	6,720	$	6,720	$	—	$	—		$	3,008		$	—	$	9,728	$	—	$	—
Controlled affiliate investment
ACC Holdco, LLC, Preferred Equity	$	10,828	$	10,828	$	—	$	—		$	—		$	—	$	10,828	$	876	$	—
Air Comm Corporation LLC, First Lien Senior Secured Loan		27,160		27,161		62		(137	)		(538	)		—		26,548		1,192		—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest		1,116		1,869		—		—			(845	)		—		1,024		50		—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan		6,563		6,363		200		—			—			—		6,563		318		—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest		11,863		13,091		—		—			(1,344	)		—		11,747		534		—
Gale Aviation (Offshore) Co, Equity Interest		79,321		57,773		22,313		—			(5,509	)		—		74,577		3,166		—
Total Controlled affiliate investment	$	136,851	$	117,085	$	22,575	$	(137	)	$	(8,236	)	$	—	$	131,287	$	6,136	$	—
Total	$	143,571	$	123,805	$	22,575	$	(137	)	$	(5,228	)	$	—	$	141,015	$	6,136	$	—

⁽¹⁾ Non-income producing.

Transactions during the year ended December 31, 2019 in which the issuer was either an Affiliated Person or an Affiliated Person a portfolio company that the Company is deemed to Control are as follows:

Portfolio Company	Principal/ Par Amount		Fair Value as of December 31, 2018		Gross Additions		Gross Reductions			Change in Unrealized Gains (Losses)			Realized Gains (Losses)		Fair Value as of December 31, 2019		Dividend and Interest Income		Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest ⁽¹⁾	$	6,720	$	6,720	$	—	$	—		$	—		$	—	$	6,720	$	—	$	—
Total Non-Controlled/affiliate investment	$	6,720	$	6,720	$	—	$	—		$	—		$	—	$	6,720	$	—	$	—
Controlled affiliate investment
ACC Holdco, LLC, Preferred Equity	$	10,828	$	—	$	11,707	$	(882	)	$	3		$	—	$	10,828	$	955	$	4
Air Comm Corporation LLC, First Lien Senior Secured Loan		27,298		—		26,653		(137	)		645			—		27,161		1,266		—
Antares Bain Capital Complete Financing Solution LLC, Investment Vehicle		—		279,363		1,432		(281,589	)		529			265		—		13,875
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest		1,116		1,243		384		—			242			—		1,869		107		—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan		6,363		4,163		2,219		(19	)		—			—		6,363		543		—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest		11,863		13,479		—		—			(388	)		—		13,091		1,115		—
Gale Aviation (Offshore) Co, Equity Interest		57,007		—		57,626		(617	)		764					57,773		627
Total Controlled affiliate investment	$	114,475	$	298,248	$	100,021	$	(283,244	)	$	1,795		$	265	$	117,085	$	18,488	$	4
Total	$	121,195	$	304,968	$	100,021	$	(283,244	)	$	1,795		$	265	$	123,805	$	18,488	$	4

⁽¹⁾ Non-income producing.

Note 6. Debt

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective February 2, 2019, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of June 30, 2020 and December 31, 2019, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 166% and 164%, respectively.

The Company’s outstanding borrowings as of June 30, 2020 and December 31, 2019 were as follows:

	As of June 30, 2020						As of December 31, 2019
	Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value ⁽¹⁾		Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value ⁽¹⁾
BCSF Revolving Credit Facility	$	500,000	$	323,274	$	323,274	$	500,000	$	268,015	$	268,015
2018-1 Notes		365,700		365,700		363,919		365,700		365,700		363,832
JPM Credit Facility		450,000		312,433		312,433		666,581		546,754		546,754
2019-1 Debt		398,750		398,750		396,148		398,750		398,750		396,034
Revolving Advisor Loan		50,000		—		—		—		—		—
2023 Notes		150,000		150,000		146,507		—		—		—
Total Debt	$	1,914,450	$	1,550,157	$	1,542,281	$	1,931,031	$	1,579,219	$	1,574,635

(1)

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

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2020 and year ended December 31, 2019 were 3.9% and 4.7%, respectively.

The following table shows the contractual maturities of our debt obligations as of June 30, 2020:

	Payments Due by Period
	Total		Less than 1 year		1 — 3 years		3 — 5 years		More than 5 years
BCSF Revolving Credit Facility	$	323,274	$	—	$	323,274	$	—	$	—
2018-1 Notes		365,700		—		—		—		365,700
JPM Credit Facility		312,433		—		—		312,433		—
2019-1 Debt		398,750		—		—		—		398,750
2023 Notes		150,000		—		150,000		—		—
Total Debt Obligations	$	1,550,157	$	—	$	473,274	$	312,433	$	764,450

BCSF Revolving Credit Facility

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

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

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

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

Assets that are pledged as collateral for the BCSF Revolving Credit Facility 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 BCSF Revolving Credit Facility.

Borrowings under the BCSF Revolving Credit Facility bear interest at LIBOR plus a margin. As of June 30, 2020, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 3.25%. As of December 31, 2019, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 2.50%. The Company pays an unused commitment fee of 30 basis points (0.30%) per annum. Interest is payable quarterly in arrears. Any amounts borrowed under the BCSF Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) October 5, 2022 and (b) the date upon which all loans shall become due and payable in full, whether by acceleration or otherwise.

As of June 30, 2020 and December 31, 2019, there were $323.3 million and $268.0 million borrowings under the BCSF Revolving Credit Facility, respectively, and the Company was in compliance with the terms of the BCSF Revolving Credit Facility.

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	5,207	$	4,415
Unused facility fee		70		120
Amortization of deferred financing costs and upfront commitment fees		267		266
Total interest and debt financing expenses	$	5,544	$	4,801

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	9,605	$	9,403
Unused facility fee		164		207
Amortization of deferred financing costs and upfront commitment fees		533		529
Total interest and debt financing expenses	$	10,302	$	10,139

2018-1 Notes

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

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

2018-1 Notes	Principal Amount		Spread above Index	Interest rate at June 30, 2020
Class A-1 A	$	205,900	1.55% + 3 Month LIBOR		2.69	%
Class A-1 B		45,000	1.50% + 3 Month LIBOR (first 24 months)		2.64	%
			1.80% + 3 Month LIBOR (thereafter)
Class A-2		55,100	2.15% + 3 Month LIBOR		3.29	%
Class B		29,300	3.00% + 3 Month LIBOR		4.14	%
Class C		30,400	4.00% + 3 Month LIBOR		5.14	%
Total 2018-1 Notes		365,700
Membership Interests		85,450	Non-interest bearing		Not applicable
Total	$	451,150

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes were issued at par and are scheduled to mature on October 20, 2030. The Company received 100% of the membership interests (the “Membership Interests”) in the 2018-1 Issuer in exchange for its sale to the 2018-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest. As of June 30, 2020, the Company’s Membership Interests are pledged as collateral to the BCSF Revolving Credit Facility.

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

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

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

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

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

As of June 30, 2020, there were 60 first lien and second lien senior secured loans with a total fair value of approximately $414.8 million and cash of $9.9 million securing the 2018-1 Notes. As of December 31, 2019, there were 61 first lien and second lien senior secured loans with a total fair value of approximately $435.8 million and cash of $9.1 million securing the 2018-1 Notes. Assets that are pledged as collateral for the 2018-1 Notes are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture governing the 2018-1 Notes. Such assets are included in the Company’s consolidated financial statements. The creditors of the 2018-1 Issuer have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2018-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2018-1 Notes. As of June 30, 2020 and December 31, 2019, the Company was in compliance with its covenants related to the 2018-1 Notes.

Costs of $2.1 million were incurred in connection with debt securitization of the 2018-1 Notes by the 2018-1 Issuer which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2018-1 Notes on the consolidated statements of assets and liabilities and are being amortized over the life of the 2018-1 Issuer using the effective interest method. The balance of the unamortized debt issuance costs related to the 2018-1 Issuer was $1.8 million and $1.9 million as of June 30, 2020 and December 31, 2019, respectively.

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	2,988	$	4,238
Amortization of debt issuance costs and upfront commitment fees		43		43
Total interest and debt financing expenses	$	3,031	$	4,281

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	6,506	$	8,477
Amortization of debt issuance costs and upfront commitment fees		86		86
Total interest and debt financing expenses	$	6,592	$	8,563

Citibank Revolving Credit Facility

On February 19, 2019, the Company entered into a credit and security agreement (the “Credit Agreement” or the “Citibank Revolving Credit Facility”) with the Company as equity holder and servicer, BCSF II-C, LLC as Borrower, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent and Custodian. The Credit Agreement was effective as of February 19, 2019.

The facility amount under the Credit Agreement is $350.0 million. Proceeds of the loans under the Credit Agreement may be used to acquire certain qualifying loans and such other uses as permitted under the Credit Agreement. The period from the closing date until February 19, 2020 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the Credit Agreement. The final maturity date is the earliest of: (a) the business day designated by the Borrower as the final maturity date upon not less than three business days’ prior written notice to the Administrative Agent, the Collateral Agent, the Lenders, the Custodian and the Collateral Administrator, (b) February 19, 2022 and (c) the date on which the Administrative Agent provides notice of the declaration of the final maturity date after the occurrence of an event of default. The Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

Borrowings under the Citibank Revolving Credit Facility bear interest at LIBOR plus a margin. During the period prior to the last day of the reinvestment period, borrowings under the Credit Agreement will bear interest at a rate equal to the three-month LIBOR plus 1.60%. Commencing on the last day of the reinvestment period, the interest rate on borrowings under the Credit Agreement will reset to three-month LIBOR plus 2.60% for the remaining term of the Credit Agreement. We pay an unused commitment fee based on a corresponding utilization rate; (i) 0 basis points (0.00%) per annum when greater than or equal to 85.0% utilization, (ii) 25 basis points (0.25%) per annum when greater than or equal to 75.0% but less than 85.0% utilization, (iii) 50 basis points (0.50%) per annum when greater than or equal to 50.0% but less than 75.0% utilization, (iv) 75 basis points (0.75%) per annum when greater than or equal to 25.0% but less than 50% utilization, or (v) 100 basis points (1.00%) per annum when less than 25.0% utilization.

On August 28, 2019, the Citibank Revolving Credit Facility was terminated. The proceeds from the 2019-1 Debt were used to repay the total outstanding debt.

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the Citibank Revolving Credit Facility were as follows:

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	—	$	2,024
Unused facility fee		—		209
Amortization of deferred financing costs and upfront commitment fees		—		10
Total interest and debt financing expenses	$	—	$	2,243

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the Citibank Revolving Credit Facility were as follows:

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	—	$	2,930
Unused facility fee		—		223
Amortization of deferred financing costs and upfront commitment fees		—		16
Total interest and debt financing expenses	$	—	$	3,169

JPM Credit Facility

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

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

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

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

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

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

Borrowings under the JPM Credit Facility bear interest at LIBOR plus a margin. As of June 30, 2020, the JPM Credit Facility was accruing interest expense at a rate of LIBOR plus 2.375%. The Company pays an unused commitment fee of between 37.5 basis points (0.375%) and 75 basis points (0.75%) per annum depending on the size of the unused portion of the facility. Interest is payable quarterly in arrears.

As of June 30, 2020 and December 31, 2019, there were $312.4 million and $546.8 million of borrowings under the JPM Credit Facility, respectively, and the Company was in compliance with the terms of the JPM Credit Facility.

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the JPM Credit Facility were as follows:

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	4,101	$	5,155
Unused facility fee		54		126
Amortization of deferred financing costs and upfront commitment fees		62		13
Total interest and debt financing expenses	$	4,217	$	5,294

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the JPM Credit Facility were as follows:

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	9,025	$	5,155
Unused facility fee		216		126
Amortization of deferred financing costs and upfront commitment fees		337		13
Total interest and debt financing expenses	$	9,578	$	5,294

2019-1 Debt

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

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

2019-1 Debt	Principal Amount		Spread above Index	Interest rate at June 30, 2020
Class A-1L	$	50,000	1.70% + 3 Month LIBOR		2.92	%
Class A-1		222,500	1.70% + 3 Month LIBOR		2.92	%
Class A-2A		50,750	2.70% + 3 Month LIBOR		3.92	%
Class A-2B		13,000	4.23% (Fixed)		4.23	%
Class B		30,000	3.60% + 3 Month LIBOR		4.82	%
Class C		32,500	4.75% + 3 Month LIBOR		5.97	%
Total 2019-1 Debt		398,750
Membership Interests		102,250	Non-interest bearing		Not applicable
Total	$	501,000

The Loans and the Class A-1, A-2A, A-2B, and B Notes were issued at par. The Class C Notes were issued at a discount. The Notes are scheduled to mature on October 15, 2031. The Company received 100% of the membership interests (the “Membership Interests”) in the 2019-1 Issuer in exchange for its sale to the 2019-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest. As of June 30, 2020, the Company’s Membership Interests are pledged as collateral to the BCSF Revolving Credit Facility.

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

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

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

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

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

As of June 30, 2020, there were 69 first lien and second lien senior secured loans with a total fair value of approximately $457.9 million and cash of $16.4 million securing the 2019-1 Debt. As of December 31, 2019, there were 65 first lien and second lien senior secured loans with a total fair value of approximately $471.3 million and cash of $22.4 million securing the 2019-1 Notes. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of June 30, 2020, the Company was in compliance with its covenants related to the 2019-1 Debt.

Costs of the offering, including the discount of the Class C Notes, of $2.8 million were incurred in connection with debt securitization of the 2019-1 Debt by the 2019-1 Co-Issuers which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019-1 Debt on the consolidated statements of assets and liabilities and are being amortized over the life of the 2019-1 Issuer using the effective interest method. The balance of the unamortized debt issuance costs related to the 2019-1 Issuer was $2.6 million and $2.7 million as of June 30, 2020 and December 31, 2019, respectively. The 2019-1 issuer was not in existence as of June 30, 2019 and the 2019-1 Debt were not outstanding.

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

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	3,598	$	—
Amortization of debt issuance costs and upfront commitment fees		57		—
Total interest and debt financing expenses	$	3,655	$	—

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

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	7,735	$	—
Amortization of debt issuance costs and upfront commitment fees		114		—
Total interest and debt financing expenses	$	7,849	$	—

Revolving Advisor Loan

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the Revolving Advisor Loan were as follows:

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	56	$	—
Total interest and debt financing expenses	$	56	$	—

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the Revolving Advisor Loan were as follows:

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	58	$	—
Total interest and debt financing expenses	$	58	$	—

2023 Notes

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

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

As of June 30, 2020 and December 31, 2019, the components of the carrying value of the 2023 Notes were as follows:

	June 30, 2020			December 31, 2019
Principal amount of debt	$	150,000		$	—
Unamortized debt issuance cost		(2,066	)		—
Original issue discount, net of accretion		(1,427	)		—
Carrying value of 2023 Notes	$	146,507		$	—

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the 2023 Notes were as follows:

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	744	$	—
Amortization of debt issuance cost		38		—
Accretion of original issue discount		27		—
Total interest and debt financing expenses	$	809	$	—

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the 2023 Notes were as follows:

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	744	$	—
Amortization of debt issuance cost		38		—
Accretion of original issue discount		27		—
Total interest and debt financing expenses	$	809	$	—

Note 7. Derivatives

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

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of June 30, 2020 and December 31, 2019 is included on the consolidated schedule of investments by contract. The Company had collateral receivable of $1.6 million for June 30, 2020 and collateral payable of $0.3 million for December 31, 2019 with the counterparties on foreign currency exchange contracts. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the consolidated statements of assets and liabilities.

For the three and six months ended June 30, 2020, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $263.4 million and $251.7 million, respectively. For the three and six months ended June 30, 2019, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $161.8 million and $158.6 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 June 30, 2020:

Counterparty	Account in the consolidated statements of assets and liabilities	Gross amount of assets on the consolidated statements of assets and liabilities		Gross amount of (liabilities) on the consolidated statements of assets and liabilities			Net amount of assets or (liabilities) presented on the consolidated statements of assets and liabilities			Cash Collateral paid (received) ⁽¹⁾		Net Amounts ⁽²⁾
Bank of New York	Unrealized appreciation on forward currency contracts	$	602	$	—		$	602		$	—	$	602
Citibank	Unrealized depreciation on forward currency contracts	$	—	$	(32	)	$	(32	)	$	32	$	—
Goldman Sachs	Unrealized appreciation on forward currency contracts	$	2,468	$	—		$	2,468		$	—	$	2,468

⁽¹⁾	Amount excludes excess cash collateral paid.

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

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2019:

Counterparty	Account in the consolidated statements of assets and liabilities	Gross amount of assets on the consolidated statements of assets and liabilities		Gross amount of (liabilities) on the consolidated statements of assets and liabilities			Net amount of assets or (liabilities) presented on the consolidated statements of assets and liabilities			Cash Collateral paid (received) ⁽¹⁾			Net Amounts ⁽²⁾
Bank of New York	Unrealized appreciation on forward currency contracts	$	1,034	$	—		$	1,034		$	(341	)	$	693
Citibank	Unrealized appreciation on forward currency contracts	$	—	$	(1	)	$	(1	)	$	1		$	—
Goldman Sachs	Unrealized appreciation on forward currency contracts	$	—	$	(1,251	)	$	(1,251	)	$	—		$	(1,251	)

⁽¹⁾	Amount excludes excess cash collateral paid.

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

The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended June 30, 2020 and 2019 was as follows:

	For the Three Months Ended June 30,
	2020			2019
Net realized gain on forward currency exchange contracts	$	5,097		$	7,063
Net change in unrealized depreciation on forward currency exchange contracts		(9,865	)		(5,866	)
Total net realized and unrealized gains (losses) on forward currency exchange contracts	$	(4,768	)	$	1,197

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of $5.8 million and ($0.8) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2020 and 2019, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($4.8) million and $1.2 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $1.0 million and $0.4 million for the three months ended June 30, 2020 and 2019, respectively.

The effect of transactions in derivative instruments to the consolidated statements of operations during the six months ended June 30, 2020 and 2019 was as follows:

	For the Six Months Ended June 30,
	2020		2019
Net realized gain on forward currency exchange contracts	$	6,602	$	10,696
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts		3,256		(9,149	)
Total net realized and unrealized gains (losses) on forward currency exchange contracts	$	9,858	$	1,547

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($7.8) million and ($0.4) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2020 and 2019, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $9.9 million and $1.5 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $2.1 million and $1.1 million for the six months ended June 30, 2020 and 2019, respectively.

Note 8. Distributions

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

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

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

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2019:

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 21, 2019	March 29, 2019	April 12, 2019	$	0.41	$	21,107
May 7, 2019	June 28, 2019	July 29, 2019	$	0.41	$	21,176
Total distributions declared			$	0.82	$	42,283

The distributions declared during the six months ended June 30, 2019 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 June 30, 2020 and December 31, 2019, BCSF Advisors, LP contributed in aggregate $8.8 million to the Company and received 487,326.10 shares of the Company and contributed $7.8 million to the Company and received 389,695.20 shares of the Company, respectively. At June 30, 2020 and December 31, 2019, BCSF Advisors, LP owned 0.75% and 0.75%, respectively, of the outstanding common stock of the Company.

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

For the three months ended June 30, 2020 and 2019, there were zero and 167,674.81 shares issued pursuant to the dividend reinvestment plan, respectively. For the six months ended June 30, 2020 and 2019, there were zero and 167,674.81 shares issued pursuant to the dividend reinvestment plan, respectively.

BCSF Investments, LLC and certain individuals, including Michael A. Ewald, the Company’s Chief Executive Officer and a Managing Director of Bain Capital Credit; Jonathan S. Lavine, Co-Managing Partner of Bain Capital, LP and Founder and Chief Investment Officer of Bain Capital Credit; John Connaughton, Co-Managing Partner of Bain Capital, LP; Jeffrey B. Hawkins, Chairman of the Company’s Board of Directors and a Managing Director of Bain Capital Credit; and Michael J. Boyle, the Company’s Vice President and Treasurer and a Managing Director of Bain Capital Credit, adopted the 10b5-1 Plan in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, under which such parties would buy up to $20 million in the aggregate of the Company’s common stock in the open market during the period beginning after four full calendar weeks after the closing of the IPO and ending on the earlier of the date on which the capital committed to the 10b5-1 has been exhausted or one year after the closing of the IPO. As of December 31, 2019, zero dollars remain under the 10b5-1 Plan and no further purchases are intended under the 10b5-1 Plan.

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Securities Exchange Act of 1934. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of June 30, 2020, 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 the rights were 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.

Note 10. Commitments and Contingencies

Commitments

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

As of June 30, 2020, the Company had $119.1 million of unfunded commitments under loan and financing agreements as follows:

	Expiration Date ⁽¹⁾		Unfunded Commitments ⁽²⁾
First Lien Senior Secured Loans
9 Story Media Group Inc. - Revolver		4/30/2026	$	110
A&R Logistics, Inc. - Revolver		5/5/2025		1,155
Abracon Group Holding, LLC. - Revolver		7/18/2024		2,833
Allworth Financial Group, L.P. - Revolver		12/31/2025		1,944
AMI US Holdings Inc. - Revolver		4/1/2024		140
Amspec Services, Inc. - Revolver		7/2/2024		113
Ansira Holdings, Inc. - Revolver		12/20/2024		4,250
AP Plastics Group, LLC - Revolver		8/2/2021		8,500
Appriss Holdings, Inc. - Revolver		5/30/2025		2,383
Aramsco, Inc. - Revolver		8/28/2024		1,581

Batteries Plus Holding Corporation - Revolver	7/6/2022		2,352
Captain D's LLC - Revolver	12/15/2023		480
CB Nike IntermediateCo Ltd - Revolver	10/31/2025		4,428
CMI Marketing Inc. - Revolver	5/24/2023		2,112
Cruz Bay Publishing, Inc. - Delayed Draw	2/1/2021		1,098
Cruz Bay Publishing, Inc. - Revolver	2/1/2021		856
CST Buyer Company - Revolver	10/3/2025		876
Dorner Manufacturing Corp - Revolver	3/15/2022		1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/15/2022		1,275
FFI Holdings I Corp - Revolver	1/24/2025		4,889
Grammer Purchaser, Inc. - Revolver	9/30/2024		1,050
Green Street Parent, LLC - Revolver	8/27/2025		1,210
GSP Holdings, LLC - Revolver	11/6/2025		1,133
Hightower Holding, LLC - Delayed Draw	1/31/2025		6,640
Ivy Finco Limited - First Lien Senior Secured Loan	5/19/2025		1,576
JHCC Holdings, LLC - Delayed Draw	9/9/2025		6,262
JHCC Holdings, LLC - Revolver	9/9/2025		2,392
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		1,493
Margaux Acquisition Inc. - Delayed Draw	12/19/2024		1,409
Margaux UK Finance Limited - Revolver	12/19/2024		4
MRI Software LLC - Delayed Draw	2/10/2026		1,836
MRI Software LLC - Revolver	2/10/2026		1,782
NPC International, Inc. - First Lien Senior Secured Loan	1/21/2021		402
Profile Products LLC - Revolver	12/20/2024		2,682
Refine Intermediate, Inc. - Revolver	9/3/2026		4,806
Solaray, LLC - Revolver	9/9/2022		2,890
Tidel Engineering, L.P. - Revolver	3/1/2023		4,250
TLC Purchaser, Inc. - Delayed Draw	10/13/2025		7,119
TLC Purchaser, Inc. - Revolver	10/13/2025		8,900
Ventiv Holdco, Inc. - Revolver	9/3/2025		2,981
WCI-HSG Purchaser, Inc. - Revolver	2/24/2025		2,284
Whitcraft LLC - Revolver	4/3/2023		1,087
WU Holdco, Inc. - Revolver	3/26/2025		26
YLG Holdings, Inc. - Delayed Draw	10/31/2025		2,905
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Zywave, Inc. - Revolver	11/17/2022		959
Total First Lien Senior Secured Loans		$	119,097

	⁽¹⁾	Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
	⁽²⁾	Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of June 30, 2020.

As of December 31, 2019, the Company had $215.8 million of unfunded commitments under loan and financing agreements as follows:

	Expiration Date ⁽¹⁾	Unfunded Commitments ⁽²⁾
First Lien Senior Secured Loans
A&R Logistics, Inc. - Revolver	5/5/2025	$	5,043
Abracon Group Holding, LLC. - Revolver	7/18/2024	2,833
AMI US Holdings Inc. - Revolver	4/1/2024	977
Amspec Services, Inc. - Revolver	7/2/2024	3,542
Ansira Holdings, Inc. - Delayed Draw	12/20/2022	1,509
AP Plastics Group, LLC - Revolver	8/2/2021	8,500
Appriss Holdings, Inc. - Revolver	5/30/2025	4,711
Aramsco, Inc. - Revolver	8/28/2024	2,766
Batteries Plus Holding Corporation - Revolver	7/6/2022	4,250
Captain D’s LLC - Revolver	12/15/2023	577
CB Nike Intermediate Co Ltd - Revolver	10/31/2025	2,878
Clinical Innovations, LLC - Revolver	10/17/2022	380
CMI Marketing Inc. - Revolver	5/24/2023	2,112
CPS Group Holdings, Inc. - Revolver	3/3/2025	4,933
Cruz Bay Publishing, Inc. - Delayed Draw	2/28/2020	1,098

Cruz Bay Publishing, Inc. - Revolver	2/28/2020	535
CST Buyer Company - Revolver	10/3/2025	2,190
Datix Bidco Limited - Revolver	10/28/2024	1,290
Direct Travel, Inc. - Delayed Draw	12/1/2021	7,030
Direct Travel, Inc. - Revolver	12/1/2021	4,250
Dorner Manufacturing Corp - Revolver	3/15/2022	1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/15/2022	3,542
Element Buyer, Inc. - Delayed Draw	7/18/2025	7,933
Element Buyer, Inc. - Revolver	7/19/2024	2,833
FFI Holdings I Corp - Delayed Draw	1/24/2025	677
FFI Holdings I Corp - Revolver	1/24/2025	1,994
Fineline Technologies, Inc. - Revolver	11/4/2022	655
Grammer Purchaser, Inc. - Revolver	9/30/2024	998
Great Expressions Dental Center PC - Revolver	9/28/2022	150
Green Street Parent, LLC - Revolver	8/27/2025	2,419
GSP Holdings, LLC - Revolver	11/6/2025	4,307
Hightower Holding, LLC - Delayed Draw	1/31/2025	6,640
Horizon Telcom, Inc. - Delayed Draw	6/15/2023	1,256
Horizon Telcom, Inc. - Revolver	6/15/2023	116
Ivy Finco Limited - First Lien Senior Secured Loan	5/19/2025	5,817
JHCC Holdings, LLC - Delayed Draw	9/9/2025	8,500
JHCC Holdings, LLC - Revolver	9/9/2025	1,820
Kellstrom Commercial Aerospace, Inc. - Delayed Draw	7/1/2025	3,838
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025	640
Margaux Acquisition Inc. - Delayed Draw	12/19/2024	7,139
Margaux Acquisition Inc. - Revolver	12/19/2024	2,872
Margaux UK Finance Limited - Revolver	12/19/2024	662
Mertus 522. GmbH - Delayed Draw	5/28/2026	13,761
Profile Products LLC - Revolver	12/20/2024	3,833
RoC Opco LLC - Revolver	2/25/2025	10,241
Solaray, LLC - Revolver	9/9/2022	1,077
SumUp Holdings Luxembourg S.à.r.l. - First Lien Senior Secured Loan	8/1/2024	10,638
Symplr Software, Inc. - Revolver	11/30/2023	466
TCFI Aevex LLC - Revolver	5/13/2025	138
TEI Holdings Inc. - Revolver	12/23/2025	3,018
Tidel Engineering, L.P. - Revolver	3/1/2023	4,250
TLC Purchaser, Inc. - Delayed Draw	10/13/2025	7,119
TLC Purchaser, Inc. - Revolver	10/13/2025	4,984
Ventiv Holdco, Inc. - Revolver	9/3/2025	3,407
WCI-HSG Purchaser, Inc. - Revolver	2/24/2025	2,284
WU Holdco, Inc. - Delayed Draw	3/26/2026	4,801
WU Holdco, Inc. - Revolver	3/26/2025	3,944
YLG Holdings, Inc. - Delayed Draw	10/31/2025	5,127
YLG Holdings, Inc. - Revolver	10/31/2025	8,545
Zywave, Inc. - Revolver	11/17/2022	851
Total First Lien Senior Secured Loans		$	215,795

⁽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, 2019.

Contingencies

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

Note 11. Financial Highlights

The following is a schedule of financial highlights for the six months ended June 30, 2020 and 2019:

	For the Six months Ended June 30,
	2020			2019
Per share data:
Net asset value at beginning of period	$	19.72		$	19.46
Net investment income ⁽¹⁾		0.81			0.82
Net realized gain (loss) ^(1) (7)		(0.08	)		0.18
Net change in unrealized appreciation (depreciation) ^{(1) (2) (8)}		(2.30	)		0.13
Net increase (decrease) in net assets resulting from operations ^{(1) (9) (10)}		(1.57	)		1.13
Stockholder distributions from income ⁽³⁾		(0.75	)		(0.82	)
Dilution due to issuance of common stock		(1.59	)		-
Net asset value at end of period	$	15.81		$	19.77

Net assets at end of period	$	1,020,953		$	1,021,202
Shares outstanding at end of period		64,562,265.27			51,649,812.27
Per share market value at end of period	$	11.08		$	18.62
Total return based on market value ⁽¹²⁾		(39.65	)%		15.83	%
Total return based on net asset value ⁽⁴⁾		(16.16	)%		5.85	%
Ratios:
Ratio of net investment income to average net assets ^(5)(11)(13)		8.86	%		8.73	%
Ratio of total net expenses to average net assets ^(5)(11)(13)		11.84	%		9.32	%
Supplemental data:
Ratio of interest and debt financing expenses to average net assets ^(5)(13)		7.33	%		5.42	%
Ratio of expenses (without incentive fees) to average net assets ^{(5) (11)(13)}		11.84	%		8.67	%
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets^(5)(11)(13)		3.62	%		3.21	%
Average principal debt outstanding	$	1,615,436		$	1,061,061
Portfolio turnover ⁽⁶⁾		9.93	%		28.72	%

⁽¹⁾

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

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

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

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

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

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

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

⁽⁸⁾

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

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

⁽¹⁰⁾	Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase 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 (0.20%) for the six months ended June 30, 2020 and 2019, respectively (Note 5). The ratio of voluntary management fee waiver to average net assets was 0.00% and (0.38%) for the six months ended June 30, 2020 and 2019, respectively (Note 5). The ratio of net investment income without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2020 would be 8.86%. The ratio of net investment income without the voluntary incentive fee waiver to average net assets for the six months ended June 30, 2019 would be 8.15%. The ratio of total expenses without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the six months ended June 30, 2020 would be 11.84%. The ratio of total expenses without the voluntary incentive fee waiver to average net assets for the six months ended June 30, 2019 would be 9.90%.

⁽¹²⁾

Total return based on market value (not annualized) is calculated as the change in market value per share during the period, assuming dividends and distributions, plus the declared distributions, divided by the beginning market price for the period. Total return has not been annualized.

⁽¹³⁾

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

Note 12. Subsequent Events

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

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

You should read the following analysis of our financial condition and results of operations in conjunction with our financial statements and related notes appearing in our Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2020. The information contained in this section should also be read in conjunction with our unaudited financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

Overview

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by BCSF Advisors, LP (our “Advisor” or “BCSF Advisors”), a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator” or “BCSF Advisors”). Since we commenced operations on October 13, 2016 through June 30, 2020, we have invested approximately $3.7 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

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

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

Investments

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

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

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

Revenues

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

Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2020 and December 31, 2019, 99.2% and 99.0%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as LIBOR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Expenses

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

our operational and organizational cost;

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

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

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

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

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

distributions on our common stock;

transfer agent and custody fees and expenses;

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

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

brokerage fees and commissions;

federal and state registration fees;

U.S. federal, state and local taxes;

Independent Director fees and expenses;

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

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

costs of holding stockholder meetings;

our fidelity bond;

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

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

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

fees and expenses associated with marketing efforts;

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

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

To the extent that expenses to be borne by us are paid by BCSF Advisors, we will generally reimburse BCSF Advisors for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board of Directors (our “Board”). We incurred expenses related to the Administrator of $0.0 million and $0.4 million for the three months ended June 30, 2020 and 2019, respectively, and $0.0 million and $0.5 million for the six months ended June 30, 2020 and 2019, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.1 million for the three months ended June 30, 2020 and 2019, respectively, and $0.3 million and $0.3 million for the six months ended June 30, 2020 and 2019, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. BCSF Advisors will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

Leverage

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), as of June 30, 2020, is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of June 30, 2020, the Company’s asset coverage was 166%.

Impact of COVID-19

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

It is clear that these types of events are negatively impacting and will, for at least some time, continue to negatively impact the Company and portfolio companies and in many instances the impact will be profound. For example, smaller and middle market companies in which we may invest are being significantly impacted by these emerging events and the uncertainty caused by these events. With respect to loans to such companies, the Company will be impacted if, among other things, (i) amendments and waivers are granted (or are required to be granted) to borrowers permitting deferral of loan payments or allowing for payment-in-kind (“PIK”) interest payments, (ii) borrowers default on their loans, are unable to refinance their loans at maturity, or go out of business permanently, and/or (iii) the value of loans held by the Company decreases as a result of such events and the uncertainty they cause. Such emerging events, to the extent experienced, will cause the Company to suffer a loss on its investments or interest thereon. The Company will also be negatively affected if the operations and effectiveness of the Adviser or a portfolio company (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted as a result of stay-at-home orders or other related interruptions to regular business operations. The Company has limited exposure to cyclical industries, including those currently experiencing significant distress, such as the energy, hospitality, and airline industries. The Company has no direct investments in commercial aviation companies and has focused on identifying portfolio companies in defensive industries such as technology, aerospace & defense and healthcare & pharmaceuticals with an emphasis on the durability of a portfolio company’s cash flow profile.

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

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

The Company experienced a significant reduction in our net asset value as of June 30, 2020 as compared to our net asset value as of December 31, 2019. The significant decrease is primarily the result of unrealized depreciation across the fair value of the Company’s investments resulting from the COVID-19 pandemic and the dilution impact from the Company’s rights offering.

As of June 30, 2020, the Company was in compliance with its asset coverage requirements under the 1940 Act. In addition, the Company was in compliance with all financial covenants within its credit facilities as of June 30, 2020. However, any continued increase in realized or unrealized depreciation of our investment portfolio or further significant reductions in our net asset value as a result of the effects of the COVID-19 pandemic or otherwise increase the risk of breaching the relevant covenants and requirements. Any breach of these requirements may adversely affect the Company's access to sufficient debt and equity capital. The effects of the COVID-19 pandemic may also cause the Company to limit distributions.

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

Portfolio and Investment Activity

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

During the three months ended June 30, 2019, we invested $403.1 million, including PIK, in 42 portfolio companies, including ABCS as a single portfolio company, and had $378.1 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $25.0 million for the period. These amounts exclude the ABCS distribution transaction on April 30, 2019. On April 30, 2019, the Company received a distribution from ABCS. The portfolio of investments that were distributed comprised of 25 senior secured unitranche loans with a fair value of $919.0 million.

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

During the six months ended June 30, 2019, we invested $678.7 million, including PIK, in 68 portfolio companies, including ABCS as a single portfolio company, and had $570.3 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $108.4 million for the period. These amounts exclude the ABCS distribution transaction on April 30, 2019. On April 30, 2019, the Company received a distribution from ABCS. The portfolio of investments that were distributed comprised of 25 senior secured unitranche loans with a fair value of $919.0 million.

The following table shows the composition of the investment portfolio and associated yield data as of June 30, 2020 (dollars in thousands):

	As of June 30, 2020
											Weighted Average Yield ⁽¹⁾ at
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Amortized Cost			Market Value
First Lien Senior Secured Loans	$	2,246,576		86.1	%	$	2,145,810		86.7	%		6.6	%		6.8	%
First Lien Last Out Loans		22,640		0.9			22,039		0.9			9.7			9.9
Second Lien Senior Secured Loans		187,766		7.2			156,755		6.3			8.8			10.1
Subordinated Debt		14,777		0.5			15,000		0.6			12.7			12.5
Equity Interests		119,050		4.6			112,956		4.6			7.8			8.3
Preferred Equity		19,583		0.7			23,327		0.9			15.1			15.0
Warrants		—		0.0			100		0.0			N/A			N/A
Total	$	2,610,392		100.0	%	$	2,475,987		100.0	%		6.6	%		6.9	%

⁽¹⁾

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

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2019 (dollars in thousands):

	As of December 31, 2019
											Weighted Average Yield ⁽¹⁾ at
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Amortized Cost			Market Value
First Lien Senior Secured Loans	$	2,167,932		85.4	%	$	2,165,844		85.7	%		7.5	%		7.5	%
First Lien Last Out Loans		28,315		1.1			29,300		1.2			9.9			9.5
Second Lien Senior Secured Loans		187,565		7.4			175,670		7.0			9.7			10.0
Subordinated Debt		14,752		0.6			15,000		0.5			13.5			13.3
Corporate Bonds		22,412		0.9			17,508		0.7			8.5			10.8
Equity Interests		96,736		3.8			99,293		3.9			7.7			7.5
Preferred Equity		19,551		0.8			24,318		1.0			15.1			15.1
Warrants		—		0.0			122		0.0			N/A			N/A
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%		7.8	%		7.8	%

⁽¹⁾

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

The following table presents certain selected information regarding our investment portfolio as of June 30, 2020:

	As of
	June 30, 2020
Number of portfolio companies		109
Percentage of debt bearing a floating rate ⁽¹⁾		99.2	%
Percentage of debt bearing a fixed rate ⁽¹⁾		0.8	%

⁽¹⁾

Measured on a fair value basis.

The following table presents certain selected information regarding our investment portfolio as of December 31, 2019:

	As of
	December 31, 2019
Number of portfolio companies		114
Percentage of debt bearing a floating rate ⁽¹⁾		99.0	%
Percentage of debt bearing a fixed rate ⁽¹⁾		1.0	%

⁽¹⁾

Measured on a fair value basis.

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of June 30, 2020 (dollars in thousands):

	As of June 30, 2020
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	2,564,663		98.2	%	$	2,449,834		98.9	%
Non-accrual		45,729		1.8			26,153		1.1
Total	$	2,610,392		100	%	$	2,475,987		100	%

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2019 (dollars in thousands):

	As of December 31, 2019
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	2,523,110		99.4	%	$	2,523,626		99.9	%
Non-accrual		14,153		0.6			3,429		0.1
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2020, there had been three loans placed on non accrual in the Company's portfolio, comprising 1.1% of the Company's portfolio, based on fair value. This is compared to two loans on non accrual as of December 31, 2019, comprising 0.1% of the Company's portfolio, based on fair value.

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of June 30, 2020 (dollars in thousands):

	As of June 30, 2020
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
Cash and cash equivalents	$	76,364		2.8	%	$	76,364		3.0	%
Foreign cash		520		0.0			305		0.0
Restricted cash		26,230		1.0			26,230		1.0
First Lien Senior Secured Loans		2,246,576		82.8			2,145,810		83.2
First Lien Last Out Loans		22,640		0.8			22,039		0.9
Second Lien Senior Secured Loans		187,766		6.9			156,755		6.1
Subordinated Debt		14,777		0.5			15,000		0.5
Equity Interests		119,050		4.5			112,956		4.4
Preferred Equity		19,583		0.7			23,327		0.9
Warrants		—		0.0			100		0.0
Total	$	2,713,506		100.0	%	$	2,578,886		100.0	%

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, 2019 (dollars in thousands):

	As of December 31, 2019
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
Cash and cash equivalents	$	36,531		1.4	%	$	36,531		1.4	%
Foreign cash		854		0.0			810		0.0
Restricted cash and cash equivalents		31,505		1.2			31,505		1.3
First Lien Senior Secured Loans		2,167,932		83.2			2,165,844		83.4
First Lien Last Out Loans		28,315		1.1			29,300		1.1
Second Lien Senior Secured Loans		187,565		7.2			175,670		6.8
Subordinated Debt		14,752		0.5			15,000		0.6
Corporate Bonds		22,412		0.9			17,508		0.7
Equity Interests		96,736		3.7			99,293		3.8
Preferred Equity		19,551		0.8			24,318		0.9
Warrants		—		0.0			122		0.0
Total	$	2,606,153		100.0	%	$	2,595,901		100.0	%

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of June 30, 2020 (with corresponding percentage of total portfolio investments) (dollars in thousands):

	As of June 30, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
High Tech Industries	$	389,274		14.9	%	$	378,303		15.3	%
Aerospace & Defense		329,550		12.6			308,397		12.5
Healthcare & Pharmaceuticals		225,812		8.7			215,104		8.7
Consumer Goods: Non-Durable		209,481		8.0			203,398		8.2
Services: Business		197,886		7.6			185,992		7.5
Capital Equipment		180,172		6.9			176,575		7.1
Transportation: Cargo		116,500		4.5			113,580		4.5
Construction & Building		102,728		3.9			99,023		4.0
Wholesale		80,157		3.1			74,328		3.0
Energy: Oil & Gas		80,519		3.1			71,806		2.9
Automotive		69,188		2.7			67,784		2.7
FIRE: Insurance ⁽¹⁾		65,478		2.5			63,251		2.5
Consumer Goods: Durable		59,600		2.3			57,594		2.3
Transportation: Consumer		69,786		2.7			54,369		2.2
Media: Diversified & Production		50,144		1.9			48,968		2.0
Hotel, Gaming & Leisure		52,970		2.0			48,717		2.0
Media: Advertising, Printing & Publishing		55,716		2.1			47,928		1.9
Media: Broadcasting & Subscription		43,235		1.7			43,373		1.8
Retail		30,570		1.2			30,158		1.2
Services: Consumer		30,522		1.2			28,724		1.2
Chemicals, Plastics & Rubber		25,711		1.0			25,571		1.0
Telecommunications		21,815		0.8			21,484		0.9
Energy: Electricity		22,076		0.8			21,345		0.9
Environmental Industries		16,827		0.6			16,226		0.7
FIRE: Finance ⁽¹⁾		15,321		0.6			15,132		0.6
Banking		15,315		0.6			14,397		0.6
Beverage, Food & Tobacco		21,239		0.8			13,039		0.5
Containers, Packaging, & Glass		11,648		0.4			11,692		0.5
FIRE: Real Estate ⁽¹⁾		10,834		0.4			10,456		0.4
Forest Products & Paper		10,318		0.4			9,273		0.4
Total	$	2,610,392		100.0	%	$	2,475,987		100.0	%

⁽¹⁾

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

	As of December 31, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
High Tech Industries	$	356,086		14.0	%	$	356,073		14.1	%
Aerospace & Defense		305,111		12.0			307,863		12.2
Healthcare & Pharmaceuticals		255,579		10.1			254,014		10.1
Consumer Goods: Non-Durable		195,602		7.7			196,653		7.8
Capital Equipment		183,618		7.2			186,913		7.4
Services: Business		165,286		6.5			165,862		6.5
Transportation: Cargo		116,074		4.6			116,237		4.6
Construction & Building		107,413		4.2			108,176		4.3
Wholesale		79,542		3.1			78,225		3.1
Energy: Oil & Gas		77,264		3.0			77,979		3.1
Automotive		66,522		2.6			67,374		2.7
Consumer Goods: Durable		63,712		2.5			63,394		2.5
Transportation: Consumer		62,473		2.5			61,662		2.3
Media: Advertising, Printing & Publishing		59,419		2.3			54,765		2.2
FIRE: Insurance ⁽¹⁾		52,367		2.1			54,086		2.1
Hotel, Gaming & Leisure		52,866		2.1			53,074		2.1
Media: Broadcasting & Subscription		43,165		1.7			44,247		1.8
Media: Diversified & Production		35,670		1.4			36,403		1.4
Retail		34,774		1.4			34,827		1.4
Chemicals, Plastics & Rubber		32,288		1.3			32,446		1.3
Services: Consumer		30,458		1.2			30,794		1.2
Banking		25,656		1.0			25,466		1.0
Energy: Electricity		22,172		0.9			22,134		0.9
Telecommunications		21,323		0.8			21,343		0.8
Beverage, Food & Tobacco		30,687		1.2			19,531		0.8
Environmental Industries		16,814		0.7			17,612		0.7
Containers, Packaging & Glass		11,637		0.5			11,633		0.5
FIRE: Real Estate ⁽¹⁾		10,786		0.4			10,443		0.4
Forest Products & Paper		10,301		0.4			9,700		0.4
Utilities: Electric		12,598		0.6			8,126		0.3
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

⁽¹⁾

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

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

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

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

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

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

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

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

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

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

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

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

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of June 30, 2020 (dollars in thousands):

	As of June 30, 2020
Investment Performance Rating	Fair Value		Percentage of Total			Number of Companies(1)		Percentage of Total
1	$	31,457		1.3	%		2		1.8	%
2		2,058,980		83.1			88		80.8
3		358,985		14.5			17		15.6
4		26,565		1.1			2		1.8
Total	$	2,475,987		100.0	%		109		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, 2019 (dollars in thousands):

	As of December 31, 2019
Investment Performance Rating	Fair Value		Percentage of Total			Number of Companies		Percentage of Total
1	$	140,892		5.6	%		4		3.5	%
2		2,355,401		93.2			106		93.0
3		27,333		1.1			3		2.6
4		3,429		0.1			1		0.9
Total	$	2,527,055		100.0	%		114		100.0	%

Antares Bain Capital Complete Financing Solution

We and Antares, as members of ABCS, agreed to contribute capital up to (subject to the terms of their agreement) $950.0 million in aggregate to purchase equity interests in ABCS, with us and Antares contributing up to $425.0 million and $525.0 million, respectively. Funding of such commitments generally required the consent of both Antares Credit Opportunities Manager LLC and the Advisor on behalf of Antares and us, respectively. ABCS was capitalized with capital contributions from its members on a pro-rata basis based on their maximum capital contributions as transactions were funded after they had been approved.

Investment decisions of ABCS required the consent of both the Advisor and Antares Credit Opportunities Manager LLC, as representatives of us and Antares, respectively. Each of the Advisor and Antares sourced investments for ABCS.

On April 30, 2019, we formed BCSF Complete Financing Solution Holdco, LLC (“BCSF CFSH, LLC”) and BCSF Complete Financing Solution, LLC (“BCSF Unitranche” or “BCSF CFS, LLC”), wholly-owned, newly-formed, subsidiaries. We received our proportionate share of all assets which represented 44.737% of ABCS. The portfolio of investments that was distributed to us comprised of 25 senior secured unitranche loans with a fair value of $919.0 million and cash of $3.2 million. We also assumed the obligation to fund outstanding unfunded commitments of $31.4 million. In connection with the distribution, we recognized a realized gain of $0.3 million. We are no longer a member of ABCS. The assets we received from ABCS have been included in the Company’s consolidated financial statements and notes thereto.

Below is selected statements of operations information for the three and six months ended June 30, 2019 (dollars in thousands):

Selected Statements of Operations Information

	For the Three Months Ended		For the Six Months Ended
	June 30, 2019		June 30, 2019
Interest income	$	14,583	$	53,494
Fee income		29		217
Total revenues		14,612		53,711
Credit facility expenses ⁽¹⁾		5,748		22,008
Other fees and expenses		1,595		6,661
Total expenses		7,343		28,669
Net investment income		7,269		25,042
Net increase in members’ capital from operations	$	7,269	$	25,042

⁽¹⁾	The ABCS distribution was effective April 30, 2019.

Results of Operations

Our operating results for the three months ended June 30, 2020 and 2019 were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2020			2019
Total investment income	$	47,871		$	50,598
Total expenses, net of fee waivers		27,849			29,443
Net investment income		20,022			21,155
Net realized gain		5,215			6,439
Net change in unrealized depreciation		(3,465	)		(8,372	)
Net increase in net assets resulting from operations	$	21,772		$	19,222

Our operating results for the six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2020			2019
Total investment income	$	99,367		$	90,489
Total expenses, net of fee waivers		56,845			48,092
Net investment income		42,522			42,397
Net realized gain (loss)		(4,151	)		9,228
Net change in unrealized appreciation (depreciation)		(121,046	)		6,909
Net increase (decrease) in net assets resulting from operations	$	(82,675	)	$	58,534

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

Investment Income

The composition of our investment income for the three months ended June 30, 2020 and 2019 was as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2020		2019
Interest income	$	44,885	$	45,073
Dividend income		2,927		5,152
Other income		59		373
Total investment income	$	47,871	$	50,598

Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $44.9 million for the three months ended June 30, 2020 from $45.1 million for the three months ended June 30, 2019, primarily due to the decrease in LIBOR between the periods. Our investment portfolio at amortized cost increased to $2,610.4 million from $2,437.0 million as of June 30, 2020 and 2019, respectively. Accelerated unamortized discounts from paydowns decreased to $0.1 million for the three months ended June 30, 2020 from $2.4 million for the three months ended June 30, 2019. Dividend income decreased to $2.9 million for the three months ended June 30, 2020 from $5.2 million for the three months ended June 30, 2019, primarily due to the closing of the ABCS distribution transaction on April 30, 2019. Other income decreased to approximately $0.1 million for the three months ended June 30, 2020 from $0.4 million for the three months ended June 30, 2019, primarily due to a decrease in amendment fees earned on certain investments. As of June 30, 2020, the weighted average yield of our investment portfolio at amortized cost decreased to 6.6% from 8.1% as of June 30, 2019.

The composition of our investment income for the six months ended June 30, 2020 and 2019 was as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2020		2019
Interest income	$	93,528	$	75,568
Dividend income		5,340		14,526
Other income		499		395
Total investment income	$	99,367	$	90,489

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $93.5 million for the six months ended June 30, 2020 from $75.6 million for the six months ended June 30, 2019, primarily due to the growth of our investment portfolio. Our investment portfolio at amortized cost increased to $2,610.4 million from $2,437.0 million as of June 30, 2020 and 2019, respectively. Accelerated unamortized discounts from paydowns decreased to $1.6 million for the six months ended June 30, 2020 from $3.0 million for the six months ended June 30, 2019. Dividend income decreased to $5.3 million for the six months ended June 30, 2020 from $14.5 million for the six months ended June 30, 2019, primarily due to the closing of the ABCS distribution transaction on April 30, 2019. Other income increased to $0.5 million for the six months ended June 30, 2020 from $0.4 million for the six months ended June 30, 2019, primarily due to an increase in amendment fees earned on certain investments and prepayment fees .

Operating Expenses

The composition of our operating expenses for the three months ended June 30, 2020 and 2019 was as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2020		2019
Interest and debt financing expenses	$	17,312	$	16,619
Base management fee		8,639		7,983
Incentive fee		—		4,490
Professional fees		643		275
Directors fees		171		106
Other general and administrative expenses		1,084		1,587
Total expenses, before fee waivers	$	27,849	$	31,060
Base management fee waiver		—		(1,617	)
Incentive fee waiver		—		—
Total expenses, net of fee waivers	$	27,849	$	29,443

The composition of our operating expenses for the six months ended June 30, 2020 and 2019 was as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2020		2019
Interest and debt financing expenses	$	35,188	$	27,165
Base management fee		17,365		14,734
Incentive fee		—		8,575
Professional fees		1,613		826
Directors fees		346		211
Other general and administrative expenses		2,333		2,430
Total expenses, before fee waivers	$	56,845	$	53,941
Base management fee waiver		—		(3,867	)
Incentive fee waiver		—		(1,982	)
Total expenses, net of fee waivers	$	56,845	$	48,092

Interest and Debt Financing Expenses

Interest and debt financing expenses on our borrowings totaled approximately $17.3 million and $16.6 million for the three months ended June 30, 2020 and 2019, respectively. Interest and debt financing expense for the three months ended June 30, 2020 as compared to June 30, 2019 increased primarily due to the issuance of our 2019-1 Debt in August 2019 and the issuance of our 2023 Notes in June 2020. Interest and debt financing expenses on our borrowings totaled approximately $35.2 million and $27.2 million for the six months ended June 30, 2020 and 2019, respectively. Interest and debt financing expense for the six months ended June 30, 2020 as compared to June 30, 2019 increased primarily due to higher principal debt balances outstanding due to the issuance of our 2019-1 Debt in August 2019 and the issuance of our 2023 Notes in June 2020. The weighted average principal debt balance outstanding for the three months ended June 30, 2020 was $1,649.0 million compared to $1,285.6 million for the three months ended June 30, 2019. The weighted average principal debt balance outstanding for the six months ended June 30, 2020 was $1,615.4 million compared to $1,061.1 million for the six months ended June 30, 2019.

The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on our debt outstanding was 3.9% and 4.7% as of June 30, 2020 and December 31, 2019, respectively.

Management Fees

Management fee (net of waivers) increased to $8.6 million for the three months ended June 30, 2020 from $6.4 million for the three months ended June 30, 2019. Management fees (gross of waivers) increased to $8.6 million for the three months ended June 30, 2020 from $8.0 million for the three months ended June 30, 2019, primarily due to a decrease in the cash balances as June 30, 2020, which reduces total assets in the management fee calculation. Management fees waived for the three months ended June 30, 2020 and 2019 were $0.0 million and $1.6 million, respectively. As of December 31, 2019, the voluntary management fee waiver related to ABCS has expired.

Management fee (net of waivers) increased to $17.4 million for the six months ended June 30, 2020 from $10.9 million for the six months ended June 30, 2019. Management fees (gross of waivers) increased to $17.4 million for the six months ended June 30, 2020 from $14.7 million for the six months ended June 30, 2019, primarily due to an increase in assets between the six months ended ending June 30. Management fees waived for the six months ended June 30, 2020 and 2019 were $0.0 million and $3.9 million, respectively. As of December 31, 2019, the voluntary management fee waiver related to ABCS has expired.

Incentive Fees

Incentive fee (net of waivers) decreased to $0.0 million for the three months ended June 30, 2020 from $4.5 million for the three months ended June 30, 2019. The Company did not incur an incentive fee for the three months ended June 30, 2020 due to the Incentive Fee Cap. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the three months ended June 30, 2020 and $0.0 million for the three months ended June 30, 2019. For the three months ended June 30, 2020 there were no incentive fees related to the GAAP Incentive Fee.

Incentive fee (net of waivers) decreased to $0.0 million for the six months ended June 30, 2020 from $6.6 million for the six months ended June 30, 2019. The Company did not incur an incentive fee for the six months ended June 30, 2020 due to the Incentive Fee Cap. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the six months ended June 30, 2020 and $2.0 million for the six months ended June 30, 2019. For the six months ended June 30, 2020 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 decreased to $1.7 million for the three months ended June 30, 2020 from $1.9 million for the three months ended June 30, 2019, primarily due to a decrease in costs associated with servicing our investment portfolio and legal fees.

Professional fees and other general and administrative expenses increased to $3.9 million for the six months ended June 30, 2020 from $3.3 million for the three months ended June 30, 2019, primarily due to an increase in costs associated with servicing our investment portfolio and legal fees.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three months ended June 30, 2020 and 2019 (dollars in thousands):

	For the Three Months Ended June 30,
	2020			2019
Net realized gain on investments	$	179		$	980
Net realized loss on investments		(127	)		(1,286	)
Net realized gain on foreign currency transactions		106			5
Net realized loss on foreign currency transactions		(40	)		(323	)
Net realized gain on forward currency exchange contracts		5,658			7,063
Net realized loss on forward currency exchange contracts		(561	)		—
Net realized gains	$	5,215		$	6,439

Change in unrealized appreciation on investments	$	37,164		$	11,557
Change in unrealized depreciation on investments		(30,868	)		(14,562	)
Net change in unrealized appreciation (depreciation) on investments		6,296			(3,005	)
Unrealized appreciation on foreign currency translation		104			499
Unrealized depreciation on forward currency exchange contracts		(9,865	)		(5,866	)
Net change in unrealized depreciation on foreign currency and forward currency exchange contracts		(9,761	)		(5,367	)
Net change in unrealized depreciation	$	(3,465	)	$	(8,372	)

For the three months ended June 30, 2020, and 2019, we had net realized gains (losses) on investments of $0.1 million and ($0.3) million, respectively. For the three months ended June 30, 2020 and 2019, we had net realized gains (losses) on foreign currency transactions of $0.1 million and ($0.3) million, respectively. For the three months ended June 30, 2020 and 2019, we had net realized gains (losses) on forward currency contracts of $5.1 million and $7.1 million, respectively, primarily as a result of settling GBP, AUD, DKK, EUR and NOK forward contracts.

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

For the three months ended June 30, 2019, we had $11.6 million in unrealized appreciation on 83 portfolio company investments, which was offset by $14.6 million in unrealized depreciation on 57 portfolio company investments. Net unrealized depreciation for the three months ended June 30, 2019 resulted from a decrease in fair value, primarily due to negative valuation adjustments.

For the three months ended June 30, 2020 and 2019, we had unrealized depreciation on forward currency exchange contracts of ($9.9) million and ($5.9) million, respectively. For the three months ended June 30, 2020, unrealized depreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK, AUD and CAD forward contracts. For the three months ended June 30, 2019, unrealized depreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK and AUD forward contracts.

The following table summarizes our net realized and unrealized gains (losses) for the six months ended June 30, 2020 and 2019 (dollars in thousands):

	For the Six Months Ended June 30,
	2020			2019
Net realized gain on investments	$	365		$	1,412
Net realized loss on investments		(10,769	)		(2,568	)
Net realized gain on foreign currency transactions		108			4
Net realized loss on foreign currency transactions		(457	)		(316	)
Net realized gain on forward currency exchange contracts		6,675			10,696
Net realized loss on forward currency exchange contracts		(73	)		—
Net realized gains (losses)	$	(4,151	)	$	9,228

Change in unrealized appreciation on investments	$	9,208		$	27,122
Change in unrealized depreciation on investments		(133,405	)		(11,364	)
Net change in unrealized appreciation (depreciation) on investments		(124,197	)		15,758
Unrealized appreciation (depreciation) on foreign currency translation		(105	)		300
Unrealized appreciation (depreciation) on forward currency exchange contracts		3,256			(9,149	)
Net change in unrealized appreciation (depreciation) on foreign currency and forward currency exchange contracts		3,151			(8,849	)
Net change in unrealized appreciation (depreciation)	$	(121,046	)	$	6,909

For the six months ended June 30, 2020, and 2019, we had net realized gains (losses) on investments of ($10.4) million and ($1.2) million, respectively. For the six months ended June 30, 2020 and 2019, we had net realized gains (losses) on foreign currency transactions of ($0.3) million and ($0.3) million, respectively. For the six months ended June 30, 2020 and 2019, we had net realized gains (losses) on forward currency contracts of $6.6 million and $10.7 million, respectively, primarily as a result of settling GBP, AUD, DKK, EUR and NOK forward contracts.

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

For the six months ended June 30, 2019, we had $27.1 million in unrealized appreciation on 102 portfolio company investments, which was offset by $11.4 million in unrealized depreciation on 38 portfolio company investments. Net unrealized appreciation for the six months ended June 30, 2019 resulted from an increase in fair value, primarily due to positive valuation adjustments.

For the six months ended June 30, 2020 and 2019, we had unrealized appreciation (depreciation) on forward currency exchange contracts of $3.3 million and ($9.1) million, respectively. For the six months ended June 30, 2020, unrealized appreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK, AUD and CAD forward contracts. For the six months ended June 30, 2019, unrealized depreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK and AUD forward contracts.

The following table summarizes the impact of foreign currency for the three months ended June 30, 2020 and 2019 (dollars in thousands):

	For the Three months ended June 30,
	2020			2019
Net change in unrealized appreciation (depreciation) on investments due to foreign currency	$	5,622		$	(1,072	)
Net realized gain (loss) on investments due to foreign currency		(2	)		66
Net change in unrealized appreciation on foreign currency translation		104			499
Net realized gain (loss) on foreign currency transactions		66			(318	)
Net change in unrealized depreciation on forward currency exchange contracts		(9,865	)		(5,866	)
Net realized gain on forward currency exchange contracts		5,097			7,063
Foreign currency impact to net increase in net assets resulting from operations	$	1,022		$	372

The following table summarizes the impact of foreign currency for the six months ended June 30, 2020 and 2019 (dollars in thousands):

	For the Six months ended June 30,
	2020			2019
Net change in unrealized depreciation on investments due to foreign currency	$	(7,390	)	$	(426	)
Net realized gain (loss) on investments due to foreign currency		(1	)		66
Net change in unrealized appreciation (depreciation) on foreign currency translation		(105	)		300
Net realized loss on foreign currency transactions		(349	)		(312	)
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts		3,256			(9,149	)
Net realized gain on forward currency exchange contracts		6,602			10,696
Foreign currency impact to net increase in net assets resulting from operations	$	2,013		$	1,175

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($7.8) million and ($0.4) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the six months ended June 30, 2020 and 2019, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $9.8 million and $1.5 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $2.0 million and $1.1 million for the six months ended June 30, 2020 and 2019, respectively.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended June 30, 2020 and 2019, the net increase in net assets resulting from operations was $21.8 million and $19.2 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended June 30, 2020 and 2019, our per share net increase in net assets resulting from operations was $0.40 and $0.37, respectively.

For the six months ended June 30, 2020 and 2019, the net increase (decrease) in net assets resulting from operations was ($82.7) million and a net increase in net assets resulting from operations of $58.5 million, respectively. Based on the weighted average shares of common stock outstanding for the six months ended June 30, 2020 and 2019, our per share net increase (decrease) in net assets resulting from operations was ($1.57) and $1.14, respectively.

Financial Condition, Liquidity and Capital Resources

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

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of June 30, 2020 and December 31, 2019, our asset coverage ratio was 166% and 164%, respectively.

At June 30, 2020 and December 31, 2019, we had $102.9 million and $68.8 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

At June 30, 2020, we had approximately $176.7 million of availability on our BCSF Revolving Credit Facility, $137.6 million of availability on our JPM Credit Facility and $50.0 million of availability on our Revolving Advisor Loan, subject to existing terms and regulatory requirements. At December 31, 2019, we had approximately $232.0 million of availability on our BCSF Revolving Credit Facility and $119.8 million of availability on our JPM Credit Facility, subject to existing terms and regulatory requirements.

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

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

For the six months ended June 30, 2019, cash, foreign cash, restricted cash, and cash equivalents increased by $95.6 million. During the six months ended June 30, 2019, we used $157.2 million in cash for operating activities, primarily to purchase investments of $782.2 million, which was offset by proceeds from principal payments and sales of investments of $562.5 million, and a net increase in net assets resulting from operations of $58.5 million. During the six months ended June 30, 2019, we generated $253.4 million from financing activities, primarily from borrowings on our BCSF Revolving Credit Facility, Citibank Revolving Credit Facility, and our JPM Credit Facility, together referred to as the “Revolving Credit Facilities,” of $626.1 million, offset by repayments on our Revolving Credit Facilities of $333.3 million and distributions paid during the period of $38.9 million.

Equity

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

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

During the six months ended June 30, 2020, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan. During the six months ended June 30, 2019, we issued 167,674.81 shares of our common stock to investors who have opted into our dividend reinvestment plan.

Debt

Debt consisted of the following as of June 30, 2020 and December 31, 2019 (dollars in thousands):

	As of June 30, 2020						As of December 31, 2019
	Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value ⁽¹⁾		Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value ⁽¹⁾
BCSF Revolving Credit Facility	$	500,000	$	323,274	$	323,274	$	500,000	$	268,015	$	268,015
2018-1 Notes		365,700		365,700		363,919		365,700		365,700		363,832
JPM Credit Facility		450,000		312,433		312,433		666,581		546,754		546,754
2019-1 Debt		398,750		398,750		396,148		398,750		398,750		396,034
Revolving Advisor Loan		50,000		—		—		—		—		—
2023 Notes		150,000		150,000		146,507		—		—		—
Total Debt	$	1,914,450	$	1,550,157	$	1,542,281	$	1,931,031	$	1,579,219	$	1,574,635

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

BCSF Revolving Credit Facility

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

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

As of June 30, 2020 and December 31, 2019, there were $323.3 million and $268.0 million borrowings under the BCSF Revolving Credit Facility, respectively, and we were in compliance with the terms of the BCSF Revolving Credit Facility.

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the BCSF Revolving Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	5,207	$	4,415
Unused facility fee		70		120
Amortization of deferred financing costs and upfront commitment fees		267		266
Total interest and debt financing expenses	$	5,544	$	4,801

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the BCSF Revolving Credit Facility were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	9,605	$	9,403
Unused facility fee		164		207
Amortization of deferred financing costs and upfront commitment fees		533		529
Total interest and debt financing expenses	$	10,302	$	10,139

2018-1 Notes

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

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

2018-1 Notes	Principal Amount		Spread above Index	Interest rate at June 30, 2020
Class A-1 A	$	205,900	1.55% + 3 Month LIBOR		2.69	%
Class A-1 B		45,000	1.50% + 3 Month LIBOR (first 24 months)		2.64	%
			1.80% + 3 Month LIBOR (thereafter)
Class A-2		55,100	2.15% + 3 Month LIBOR		3.29	%
Class B		29,300	3.00% + 3 Month LIBOR		4.14	%
Class C		30,400	4.00% + 3 Month LIBOR		5.14	%
Total 2018-1 Notes		365,700
Membership Interests		85,450	Non-interest bearing		Not applicable
Total	$	451,150

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

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

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the 2018-1 Issuer were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	2,988	$	4,238
Amortization of debt issuance costs and upfront commitment fees		43		43
Total interest and debt financing expenses	$	3,031	$	4,281

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the 2018-1 Issuer were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	6,506	$	8,477
Amortization of debt issuance costs and upfront commitment fees		86		86
Total interest and debt financing expenses	$	6,592	$	8,563

Citibank Revolving Credit Facility

On August 28, 2019, the Citibank Revolving Credit Facility was terminated. The proceeds from the 2019-1 Debt were used to repay the total outstanding debt.

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the Citibank Revolving Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	—	$	2,024
Unused facility fee		—		209
Amortization of deferred financing costs and upfront commitment fees		—		10
Total interest and debt financing expenses	$	—	$	2,243

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the Citibank Revolving Credit Facility were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	—	$	2,930
Unused facility fee		—		223
Amortization of deferred financing costs and upfront commitment fees		—		16
Total interest and debt financing expenses	$	—	$	3,169

JPM Credit Facility

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

As of June 30, 2020 and December 31, 2019, there were $312.4 million and $546.8 million of borrowings under the JPM Credit Facility, respectively, and we were in compliance with the terms of the JPM Credit Facility.

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the JPM Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	4,101	$	5,155
Unused facility fee		54		126
Amortization of deferred financing costs and upfront commitment fees		62		13
Total interest and debt financing expenses	$	4,217	$	5,294

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the JPM Credit Facility were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	9,025	$	5,155
Unused facility fee		216		126
Amortization of deferred financing costs and upfront commitment fees		337		13
Total interest and debt financing expenses	$	9,578	$	5,294

2019-1 Debt

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

2019-1 Debt	Principal Amount		Spread above Index	Interest rate at June 30, 2020
Class A-1L	$	50,000	1.70% + 3 Month LIBOR		2.92	%
Class A-1		222,500	1.70% + 3 Month LIBOR		2.92	%
Class A-2A		50,750	2.70% + 3 Month LIBOR		3.92	%
Class A-2B		13,000	4.23% (Fixed)		4.23	%
Class B		30,000	3.60% + 3 Month LIBOR		4.82	%
Class C		32,500	4.75% + 3 Month LIBOR		5.97	%
Total 2019-1 Debt		398,750
Membership Interests		102,250	Non-interest bearing		Not applicable
Total	$	501,000

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

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

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	3,598	$	—
Amortization of debt issuance costs and upfront commitment fees		57		—
Total interest and debt financing expenses	$	3,655	$	—

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

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	7,735	$	—
Amortization of debt issuance costs and upfront commitment fees		114		—
Total interest and debt financing expenses	$	7,849	$	—

Revolving Advisor Loan

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the Revolving Advisor Loan were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	56	$	—
Total interest and debt financing expenses	$	56	$	—

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the Revolving Advisor Loan were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	58	$	—
Total interest and debt financing expenses	$	58	$	—

2023 Notes

As of June 30, 2020 and December 31, 2019, the components of the carrying value of the 2023 Notes were as follows (dollars in thousands):

	June 30, 2020			December 31, 2019
Principal amount of debt	$	150,000		$	—
Unamortized debt issuance cost		(2,066	)		—
Original issue discount, net of accretion		(1,427	)		—
Carrying value of 2023 Notes	$	146,507		$	—

For the three months ended June 30, 2020 and 2019, the components of interest expense related to the 2023 Notes were as follows (dollars in thousands):

	For the Three Months Ended June 30,
	2020		2019
Borrowing interest expense	$	744	$	—
Amortization of debt issuance cost		38		—
Amortization of original issue discount		27		—
Total interest and debt financing expenses	$	809	$	—

For the six months ended June 30, 2020 and 2019, the components of interest expense related to the 2023 Notes were as follows (dollars in thousands):

	For the Six Months Ended June 30,
	2020		2019
Borrowing interest expense	$	744	$	—
Amortization of debt issuance cost		38		—
Amortization of original issue discount		27		—
Total interest and debt financing expenses	$	809	$	—

Distribution Policy

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

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

The following table summarizes distributions declared during the six months ended June 30, 2019 (dollars in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 21, 2019	March 29, 2019	April 12, 2019	$	0.41	$	21,107
May 7, 2019	June 28, 2019	July 29, 2019	$	0.41	$	21,176
Total distributions declared			$	0.82	$	42,283

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 order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.

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

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

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

Commitments and Off-Balance Sheet Arrangements

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

As of June 30, 2020, the Company had $119.1 million of unfunded commitments under loan and financing agreements as follows (dollars in thousands):

	Expiration Date ⁽¹⁾		Unfunded Commitments ⁽²⁾
First Lien Senior Secured Loans
9 Story Media Group Inc. - Revolver		4/30/2026	$	110
A&R Logistics, Inc. - Revolver		5/5/2025		1,155
Abracon Group Holding, LLC. - Revolver		7/18/2024		2,833
Allworth Financial Group, L.P. - Revolver		12/31/2025		1,944
AMI US Holdings Inc. - Revolver		4/1/2024		140
Amspec Services, Inc. - Revolver		7/2/2024		113
Ansira Holdings, Inc. - Revolver		12/20/2024		4,250
AP Plastics Group, LLC - Revolver		8/2/2021		8,500
Appriss Holdings, Inc. - Revolver		5/30/2025		2,383
Aramsco, Inc. - Revolver		8/28/2024		1,581
Batteries Plus Holding Corporation - Revolver		7/6/2022		2,352
Captain D's LLC - Revolver		12/15/2023		480
CB Nike IntermediateCo Ltd - Revolver		10/31/2025		4,428
CMI Marketing Inc. - Revolver		5/24/2023		2,112
Cruz Bay Publishing, Inc. - Delayed Draw		2/1/2021		1,098
Cruz Bay Publishing, Inc. - Revolver		2/1/2021		856
CST Buyer Company - Revolver		10/3/2025		876
Dorner Manufacturing Corp - Revolver		3/15/2022		1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver		6/15/2022		1,275
FFI Holdings I Corp - Revolver		1/24/2025		4,889
Grammer Purchaser, Inc. - Revolver		9/30/2024		1,050
Green Street Parent, LLC - Revolver		8/27/2025		1,210
GSP Holdings, LLC - Revolver		11/6/2025		1,133
Hightower Holding, LLC - Delayed Draw		1/31/2025		6,640
Ivy Finco Limited - First Lien Senior Secured Loan		5/19/2025		1,576
JHCC Holdings, LLC - Delayed Draw		9/9/2025		6,262
JHCC Holdings, LLC - Revolver		9/9/2025		2,392
Kellstrom Commercial Aerospace, Inc. - Revolver		7/1/2025		1,493
Margaux Acquisition Inc. - Delayed Draw		12/19/2024		1,409
Margaux UK Finance Limited - Revolver		12/19/2024		4
MRI Software LLC - Delayed Draw		2/10/2026		1,836
MRI Software LLC - Revolver		2/10/2026		1,782
NPC International, Inc. - First Lien Senior Secured Loan		1/21/2021		402
Profile Products LLC - Revolver		12/20/2024		2,682
Refine Intermediate, Inc. - Revolver		9/3/2026		4,806
Solaray, LLC - Revolver		9/9/2022		2,890
Tidel Engineering, L.P. - Revolver		3/1/2023		4,250
TLC Purchaser, Inc. - Delayed Draw		10/13/2025		7,119
TLC Purchaser, Inc. - Revolver		10/13/2025		8,900
Ventiv Holdco, Inc. - Revolver		9/3/2025		2,981
WCI-HSG Purchaser, Inc. - Revolver		2/24/2025		2,284
Whitcraft LLC - Revolver		4/3/2023		1,087
WU Holdco, Inc. - Revolver		3/26/2025		26
YLG Holdings, Inc. - Delayed Draw		10/31/2025		2,905
YLG Holdings, Inc. - Revolver		10/31/2025		8,545
Zywave, Inc. - Revolver		11/17/2022		959
Total First Lien Senior Secured Loans			$	119,097

	⁽¹⁾	Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
	⁽²⁾	Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of June 30, 2020.

As of December 31, 2019, the Company had $215.8 million of unfunded commitments under loan and financing agreements as follows (dollars in thousands):

	Expiration Date ⁽¹⁾		Unfunded Commitments ⁽²⁾
First Lien Senior Secured Loans
A&R Logistics, Inc. - Revolver		5/5/2025	$	5,043
Abracon Group Holding, LLC. - Revolver		7/18/2024		2,833
AMI US Holdings Inc. - Revolver		4/1/2024		977
Amspec Services, Inc. - Revolver		7/2/2024		3,542
Ansira Holdings, Inc. - Delayed Draw		12/20/2022		1,509
AP Plastics Group, LLC - Revolver		8/2/2021		8,500
Appriss Holdings, Inc. - Revolver		5/30/2025		4,711
Aramsco, Inc. - Revolver		8/28/2024		2,766
Batteries Plus Holding Corporation - Revolver		7/6/2022		4,250
Captain D’s LLC - Revolver		12/15/2023		577
CB Nike Intermediate Co Ltd - Revolver		10/31/2025		2,878
Clinical Innovations, LLC - Revolver		10/17/2022		380
CMI Marketing Inc. - Revolver		5/24/2023		2,112
CPS Group Holdings, Inc. - Revolver		3/3/2025		4,933
Cruz Bay Publishing, Inc. - Delayed Draw		2/28/2020		1,098
Cruz Bay Publishing, Inc. - Revolver		2/28/2020		535
Cruz Bay Publishing, Inc. - Revolver		2/1/2021		856
CST Buyer Company - Revolver		10/3/2025		2,190
Datix Bidco Limited - Revolver		10/28/2024		1,290
Direct Travel, Inc. - Delayed Draw		12/1/2021		7,030
Direct Travel, Inc. - Revolver		12/1/2021		4,250
Dorner Manufacturing Corp - Revolver		3/15/2022		1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver		6/15/2022		3,542
Element Buyer, Inc. - Delayed Draw		7/18/2025		7,933
Element Buyer, Inc. - Revolver		7/19/2024		2,833
FFI Holdings I Corp - Delayed Draw		1/24/2025		677
FFI Holdings I Corp - Revolver		1/24/2025		1,994
Fineline Technologies, Inc. - Revolver		11/4/2022		655
Grammer Purchaser, Inc. - Revolver		9/30/2024		998
Great Expressions Dental Center PC - Revolver		9/28/2022		150
Green Street Parent, LLC - Revolver		8/27/2025		2,419
GSP Holdings, LLC - Revolver		11/6/2025		4,307
Hightower Holding, LLC - Delayed Draw		1/31/2025		6,640
Horizon Telcom, Inc. - Delayed Draw		6/15/2023		1,256
Horizon Telcom, Inc. - Revolver		6/15/2023		116
Ivy Finco Limited - First Lien Senior Secured Loan		5/19/2025		5,817
JHCC Holdings, LLC - Delayed Draw		9/9/2025		8,500
JHCC Holdings, LLC - Revolver		9/9/2025		1,820
Kellstrom Commercial Aerospace, Inc. - Delayed Draw		7/1/2025		3,838
Kellstrom Commercial Aerospace, Inc. - Revolver		7/1/2025		640
Margaux Acquisition Inc. - Delayed Draw		12/19/2024		7,139
Margaux Acquisition Inc. - Revolver		12/19/2024		2,872
Margaux UK Finance Limited - Revolver		12/19/2024		662
Mertus 522. GmbH - Delayed Draw		5/28/2026		13,761
Profile Products LLC - Revolver		12/20/2024		3,833
RoC Opco LLC - Revolver		2/25/2025		10,241
Solaray, LLC - Revolver		9/9/2022		1,077
SumUp Holdings Luxembourg S.à.r.l. - First Lien Senior Secured Loan		8/1/2024		10,638
Symplr Software, Inc. - Revolver		11/30/2023		466
TCFI Aevex LLC - Revolver		5/13/2025		138
TEI Holdings Inc. - Revolver		12/23/2025		3,018
Tidel Engineering, L.P. - Revolver		3/1/2023		4,250
TLC Purchaser, Inc. - Delayed Draw		10/13/2025		7,119
TLC Purchaser, Inc. - Revolver		10/13/2025		4,984
Ventiv Holdco, Inc. - Revolver		9/3/2025		3,407
WCI-HSG Purchaser, Inc. - Revolver		2/24/2025		2,284
WU Holdco, Inc. - Delayed Draw		3/26/2026		4,801
WU Holdco, Inc. - Revolver		3/26/2025		3,944
YLG Holdings, Inc. - Delayed Draw		10/31/2025		5,127
YLG Holdings, Inc. - Revolver		10/31/2025		8,545
Zywave, Inc. - Revolver		11/17/2022		851
Total First Lien Senior Secured Loans			$	215,795

	⁽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, 2019.

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

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

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

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

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

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

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

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

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

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio companies ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion. Spreads have generally widened as a result of the impact of COVID-19 and the pricing of many of the Company's portfolio securities has become more volatile. There can be no assurance that this volatility will abate over the short or medium term.

Recent Accounting Pronouncements

Contractual Obligations

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

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

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

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

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

A summary of the maturities of our principal amounts of debt and other contractual payment obligations as of June 30, 2020 are as follows (dollars in thousands):

	Payments Due by Period
	Total		Less than 1 year		1 — 3 years		3 — 5 years		More than 5 years
BCSF Revolving Credit Facility	$	323,274	$	—	$	323,274	$	—	$	—
2018-1 Notes		365,700		—		—		—		365,700
JPM Credit Facility		312,433		—		—		312,433		—
2019-1 Debt		398,750		—		—		—		398,750
2023 Notes		150,000		—		150,000		—		—
Total Debt Obligations	$	1,550,157	$	—	$	473,274	$	312,433	$	764,450

Subsequent Events

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Assuming that the statement of financial condition as of June 30, 2020 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 (Decrease) in			Increase (Decrease) in			(Decrease) in
Change in Interest Rates	Interest Income			Interest Expense			Net Investment Income
Down 25 basis points	$	(1,368	)	$	(3,468	)	$	2,100
Up 100 basis points	11,345			13,872			(2,527		)
Up 200 basis points	35,903			27,743			8,160
Up 300 basis points	60,770			41,615			19,155

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 June 30, 2020 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls Over Financial Reporting

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the six months ended June 30, 2020, other than as set forth below, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019.

The outbreak of COVID-19 has caused, and for an unknown period of time, will continue to cause, disruptions in global debt and equity markets and economies in regions in which we operate.

In late 2019 and early 2020, COVID-19 emerged in China and spread rapidly to across the world, including to the U.S. This outbreak has led and for an unknown period of time will continue to lead to disruptions in local, regional, national and global markets and economies affected thereby. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) government imposition of various forms of “stay at home” orders and the closing of “non-essential” businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as in lay-offs of employees, and, while these effects are hoped to be temporary, some effects could be persistent or even permanent; (ii) increased draws by borrowers on revolving lines of credit and other financing instruments; (iii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses. This outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, the ability of borrowers to make payments and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by the Company and returns to the Company, among other things. As of the date of this prospectus, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on the Company, the Adviser and portfolio companies. Any potential impact to our results of operations will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain the coronavirus or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our and our portfolio companies’ operating results.

Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact the Company, our portfolio companies and our investments, it is clear that these types of events are negatively impacting and will, for at least some time, continue to negatively impact the Company and portfolio companies and in many instances the impact will be profound. For example, many of the smaller and middle market companies in which we may invest are being significantly negatively impacted by these emerging events and the uncertainty caused by these events. With respect to loans to such companies, the Company will be impacted if, among other things, (i) amendments and waivers are granted (or are required to be granted) to borrowers permitting deferral of loan payments or allowing for payment-in-kind (“PIK”) interest payments, (ii) borrowers default on their loans, are unable to refinance their loans at maturity, or go out of business permanently, and/or (iii) the value of loans held by the Company decreases as a result of such events and the uncertainty they cause. Such emerging events, to the extent experienced, will cause the Company to suffer a loss on its investments or interest thereon. The Company will also be negatively affected if the operations and effectiveness of the Adviser or a portfolio company (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted as a result of stay-at-home orders or other related interruptions to regular business operations. The Company has limited exposure to cyclical industries, including those currently experiencing significant distress, such as the energy, hospitality, and airline industries. The Company has no direct investments in commercial aviation companies and has focused on identifying portfolio companies in defensive industries such as technology, aerospace & defense and healthcare & pharmaceuticals with an emphasis on the durability of a portfolio company’s cash flow profile. For more information regarding the impact of current events and market conditions on the Company and our portfolio companies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Uncertainty can result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants and decreased or revised monitoring of such markets by governments or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments.

We currently are operating in a period of capital markets disruption, significant volatility and economic uncertainty.

The global capital markets are experiencing a period of disruption and instability resulting in increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities, lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the re-pricing of credit risk in the broadly syndicated market. Highly disruptive market conditions have resulted in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of such market conditions cannot be accurately forecasted. Extreme uncertainty regarding economic markets is resulting in declines in the market values of potential investments and declines in the market values of investments after they are made or acquired by us and affecting the potential for liquidity events involving such investments or portfolio companies. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments we have made, and the risk of being unable to fund such commitments is heightened during such periods. Applicable accounting standards require us to determine the fair value of our investments as the amount that would be received in an orderly transaction between market participants at the measurement date. While most of our investments are not publicly traded, as part of our valuation process we consider a number of measures, including comparison to publicly traded securities. As a result, volatility in the public capital markets can adversely affect our investment valuations.

During any such periods of market disruption and instability, we and other companies in the financial services sector may have limited access, if any, to alternative markets for debt and equity capital. Equity capital may be difficult to raise because, subject to some limited exceptions that will apply to us as a BDC, we will generally not be able to issue additional shares of our common stock at a price less than NAV without first obtaining approval for such issuance from our stockholders and our Independent Directors. In addition, 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% immediately after each time we incur indebtedness. The debt capital that will be available, if any, may be at a higher cost and on less favorable terms and conditions in the future. Any inability to raise capital could have a negative effect on our business, financial condition and results of operations.

A prolonged period of market illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or fund and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Adverse developments in the credit markets may impair our ability to enter into new debt financing arrangements and otherwise negatively impact our current debt financing arrangements.

In past economic downturns, such as the financial crisis in the United States that began in mid-2007 and during other times of extreme market volatility, many commercial banks and other financial institutions stopped lending or significantly curtailed their lending activity. In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some financial institutions limited refinancing and loan modification transactions and reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities. If these conditions recur, for example as a result of the COVID-19 outbreak, it may be difficult for us to enter into a new credit or other borrowing facility, obtain other financing to finance the growth of our investments, or refinance any outstanding indebtedness on acceptable economic terms, or at all.

So far, the COVID-19 outbreak has resulted in, and until fully resolved is likely to continue to result in, among other things, increased draws by borrowers on revolving lines of credit and increased requests by borrowers for amendments, modifications and waivers of their credit agreements to avoid default or change payment terms, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans. In addition, the duration and effectiveness of responsive measures implemented by governments and central banks cannot be predicted. The commencement, continuation, or cessation of government and central bank policies and economic stimulus programs, including changes in monetary policy involving interest rate adjustments or governmental policies, may contribute to the development of or result in an increase in market volatility, illiquidity and other adverse effects that could negatively impact the credit markets and the Company.

The expected discontinuation of LIBOR could have a significant impact on our business.

In July 2017, the head of the United Kingdom Financial Conduct Authority announced the intention to phase out the use of LIBOR by the end of 2021. Such announcement indicates that the continuation of LIBOR and other Reference Rates on the current basis cannot and will not be guaranteed after 2021. This announcement and any additional regulatory or market changes may have an adverse impact on our portfolio companies, our performance or our financial condition. Any replacement rate that is chosen may be less favorable than the current rates. Until the announcement of the replacement rate, our portfolio companies may continue to invest in instruments that reference LIBOR or otherwise use LIBOR due to favorable liquidity or pricing.

The expected discontinuation of LIBOR could have a significant impact on our business. We anticipate significant operational challenges for the transition away from LIBOR including, amending existing loan agreements with borrowers on investments that may have not been modified with fallback language and adding effective fallback language to new agreements in the event that LIBOR is discontinued before maturity. There may also be additional issues associated with our current processes and information systems that will need to be identified and evaluated by us. Due to the uncertainty of the replacement for LIBOR, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined. Further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations.

In advance of 2021, regulators and market participants will seek to work together to identify or develop successor reference rates and how the calculation of associated spreads (if any) should be adjusted. The Federal Reserve Board, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by U.S. Treasury securities, called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. Additionally, prior to 2021, it is expected that industry trade associations and participants will focus on the transition mechanisms by which the reference rates and spreads (if any) in existing contracts or instruments may be amended, whether through marketwide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Nonetheless, the termination of LIBOR presents risks to us and our portfolio companies. At this time, it is not possible to exhaustively identify or predict the effect of any such changes, any establishment of alternative reference rates or any other reforms that may be enacted in the United Kingdom or elsewhere.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits, Financial Statement Schedules

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the six months ended June 30, 2020 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).

Exhibit Number		Description of Document
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
4.1		Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.1		Investment Advisory Agreement, dated October 6, 2016, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.2		Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.3		Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.4		Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.5		Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.6		Revolving Credit Agreement, dated December 22, 2016, among the Company, as Borrower, BCSF Holdings, L.P., as the Feeder Fund, and BCSF Holdings Investors, L.P., as the Feeder Fund General Partner and Sumitomo Mitsui Banking Corporation, as Sole Lead Arranger, Administrative Agent, Letter of Credit Issuer and Lender. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on December 23, 2016).
10.7		Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.7. to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 13, 2017).
10.8		Omnibus Amendment No. 1, dated May 15, 2018, to Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on May 17, 2018).
10.9		Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.10		Portfolio Management Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.11		Loan Sale Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.12		Collateral Administration Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).

Exhibit Number		Description of Document
10.13		Master Participation Agreement, dated as of September 28, 2018, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2018-1, LLC, as issuer (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.14		Credit and Security Agreement, dated February 19, 2019, by and among the Company as Equityholder and Servicer, BCSF II-C, LLC as Borrower, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent and Custodian (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 28, 2019).
10.15		Loan and Security Agreement, dated April 30, 2019, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on August 7, 2019).
10.16		Indenture, dated as of August 28, 2019, between BCC Middle Market CLO 2019-1, LLC, as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.17		Class A-1L Credit Agreement, dated as of August 28, 2019, among BCC Middle Market CLO 2019-1, LLC, as borrower, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-borrower, Capital One, National Association, as lender, Wells Fargo Bank, National Association, as loan agent, and Wells Fargo, National Association, as collateral trustee (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 26, 2020).
10.18		Portfolio Management Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.19		Loan Sale Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.20		Collateral Administration Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.21		Master Participation Agreement, dated as of August 28, 2019, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2019-1, LLC, as issuer (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.22		Master Participation Agreement, dated as of August 28, 2019, by and between BCSF II-C, LLC, as financing subsidiary, and BCC Middle Market CLO 2019-1, LLC, as issuer (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.23		Amended and Restated Credit Agreement, dated January 8, 2020, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 26, 2020).

Exhibit Number		Description of Document
10.24		First Amendment to Loan and Security Agreement, dated January 29, 2020, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 26, 2020).
10.25		Second Amendment to Loan and Security Agreement, dated March 20, 2020, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank (incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 6, 2020).
10.26		Revolving Loan Agreement, dated March 27, 2020, by and between the Company, as Borrower, and BCSF Advisors, LP, as Lender (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 6, 2020).
10.27		Omnibus Amendment No. 1 to Amended and Restated Credit Agreement, dated March 31, 2020, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 6, 2020).
10.28*		Master Note Purchase Agreement, dated June 10, 2020, of the Company.
10.29*		Third Amendment to Loan and Security Agreement, dated July 2, 2020, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank.
14.1		Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on November 15, 2018).
24.1		Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on March 29, 2017).
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

* Filed herewith.

SIGNATURES

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

Bain Capital Specialty Finance, Inc.

Date: August 5, 2020	By:	/s/ Michael A. Ewald
	Name:	Michael A. Ewald
	Title:	Chief Executive Officer

Date: August 5, 2020	By:	/s/ Sally F. Dornaus
	Name:	Sally F. Dornaus
	Title:	Chief Financial Officer

EX-10.28 2 tm2020580d1_ex10-28.htm EXHIBIT 10.28

Exhibit 10.28

EXECUTION VERSION

BAIN CAPITAL SPECIALTY FINANCE, INC.

$150,000,000

Senior Notes due 2023

MASTER Note Purchase Agreement

Dated June 10, 2020

Table of Contents

Section	Heading	Page

Section 1.	Authorization of Notes	1

Section 2.	Sale and Purchase of Notes	1

Section 2.1	Sale and Purchase of Series 2020 Notes		1
Section 2.2	Additional Series of Notes		1


Section 3.	Closing	2

Section 4.	Conditions to Closing	3

Section 4.1.	Representations and Warranties	3
Section 4.2.	Performance; No Default	3
Section 4.3.	Compliance Certificates	3
Section 4.4.	Opinions of Counsel	3
Section 4.5.	Purchase Permitted By Applicable Law, Etc.	3
Section 4.6.	Sale of Other Notes	3
Section 4.7.	Payment of Special Counsel Fees	4
Section 4.8.	Private Placement Number	4
Section 4.9.	Changes in Corporate Structure	4
Section 4.10.	Funding Instructions	4
Section 4.11.	Proceedings and Documents	4
Section 4.12.	Rating	4
Section 4.13.	Conditions to Issuance of Additional Notes	4


Section 5.	Representations and Warranties of the Company	5

Section 5.1.	Organization; Power and Authority	5
Section 5.2.	Authorization, Etc.	5
Section 5.3.	Disclosure	5
Section 5.4.	Organization and Ownership of Shares of Subsidiaries	6
Section 5.5.	Financial Statements	6
Section 5.6.	Compliance with Laws, Other Instruments, Etc.	6
Section 5.7.	Governmental Authorizations, Etc.	7
Section 5.8.	Litigation; Observance of Agreements, Statutes and Orders	7
Section 5.9.	Taxes	7
Section 5.10.	Title to Property; Leases	7
Section 5.11.	Licenses, Permits, Etc.	7
Section 5.12.	Compliance with Employee Benefit Plans	8
Section 5.13.	Private Offering by the Company	9
Section 5.14.	Use of Proceeds; Margin Regulations	9
Section 5.15.	Existing Indebtedness; Future Liens	9
Section 5.16.	Foreign Assets Control Regulations, Etc.	10
Section 5.17.	[Reserved]	11
Section 5.18.	Environmental Matters	11
Section 5.19.	Investment Company Act	11

Section 6.	Representations of the Purchasers.		11

Section 6.1.	Purchase for Investment	11
Section 6.2.	Source of Funds	12
Section 6.3.	Investment Experience; Access to Information	13
Section 6.4.	Authorization	13
Section 6.5.	Reliance	13


Section 7.	Information as to Company	14

Section 7.1.	Financial and Business Information	14
Section 7.2.	Officer’s Certificate	16
Section 7.3.	Visitation	16
Section 7.4.	Electronic Delivery	17


Section 8.	Payment and Prepayment of the Notes	18

Section 8.1.	Maturity	18
Section 8.2.	Optional Prepayments with Make-Whole Amount	18
Section 8.3.	Allocation of Partial Prepayments	18
Section 8.4.	Maturity; Surrender, Etc.	18
Section 8.5.	Purchase of Notes	18
Section 8.6.	Make-Whole Amount	19
Section 8.7.	Payments Due on Non-Business Days	20
Section 8.8.	Change in Control	20


Section 9.	Affirmative Covenants	21

Section 9.1.	Compliance with Laws	21
Section 9.2.	Insurance	21
Section 9.3.	Maintenance of Properties	21
Section 9.4.	Payment of Taxes and Claims	21
Section 9.5.	Corporate Existence, Etc.	22
Section 9.6.	Books and Records	22
Section 9.7.	Subsidiary Guarantors	22
Section 9.8.	Status of BDC	23
Section 9.9.	Investment Policies	23
Section 9.10.	Rating Confirmation	23
Section 9.11.	Most Favored Lender	24


Section 10.	Negative Covenants.	25

Section 10.1.	Transactions with Affiliates	25
Section 10.2.	Merger, Consolidation, Etc.	26
Section 10.3.	Line of Business	28
Section 10.4.	Economic Sanctions, Etc.	28
Section 10.5.	Liens	28
Section 10.6.	Financial Covenants	31

Section 11.	Events of Default	31

Section 12.	Remedies on Default, Etc.	34

Section 12.1.	Acceleration	34
Section 12.2.	Other Remedies	34
Section 12.3.	Rescission	34
Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc.	35


Section 13.	Registration; Exchange; Substitution of Notes	35

Section 13.1.	Registration of Notes	35
Section 13.2.	Transfer and Exchange of Notes	35
Section 13.3.	Replacement of Notes	36


Section 14.	Payments on Notes	36

Section 14.1.	Place of Payment	36
Section 14.2.	Payment by Wire Transfer	36
Section 14.3.	Tax Forms	37


Section 15.	Expenses, Etc.	37

Section 15.1.	Transaction Expenses	37
Section 15.2.	Certain Taxes	38
Section 15.3.	Survival	38


Section 16.	Survival of Representations and Warranties; Entire Agreement	39

Section 17.	Amendment and Waiver	39

Section 17.1.	Requirements	39
Section 17.2.	Solicitation of Holders of Notes	40
Section 17.3.	Binding Effect, Etc.	40
Section 17.4.	Notes Held by Company, Etc.	40


Section 18.	Notices	41

Section 19.	Reproduction of Documents	41

Section 20.	Confidential Information	42

Section 21.	Substitution of Purchaser	43

iii

Section 22.	Miscellaneous		43

Section 22.1.	Successors and Assigns	43
Section 22.2.	Accounting Terms	43
Section 22.3.	Severability	44
Section 22.4.	Construction, Etc.	44
Section 22.5.	Counterparts; Electronic Contracting	44
Section 22.6.	Governing Law	45
Section 22.7.	Jurisdiction and Process; Waiver of Jury Trial	45

Schedule A	—	Defined Terms
Schedule 1	—	Form of Senior Note due 2023
Schedule 4.4(a)	—	Matters Addressed in Opinion of Special Counsel for the Company
Schedule 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers
Schedule 5.3	—	Disclosure Materials
Schedule 5.4	—	Subsidiaries of the Company, Ownership of Subsidiary Stock and Directors and Senior Officers
Schedule 5.5	—	Financial Statements
Schedule 5.15	—	Existing Indebtedness
Schedule 10.1	—	Affiliate Transactions
Schedule 10.5	—	Liens
Purchaser Schedule	—	Information Relating to Purchasers
Exhibit S	—	Form of Supplement to Master Note Purchase Agreement

BAIN CAPITAL SPECIALTY FINANCE, INC.
200 Clarendon Street, 37th Floor
Boston, MA 02116

Senior Notes due 2023

Dated as of June 10, 2020

Each of the Purchasers Listed in

the Purchaser Schedule Hereto:

Ladies and Gentlemen:

BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Company”), agrees with each of the Purchasers as follows:

Section 1. Authorization of Notes

The Company will authorize the issue and sale of $150,000,000 aggregate principal amount of its Senior Notes due 2023 (the “Series 2020 Notes”). The Series 2020 Notes shall be substantially in the form set out in Schedule 1. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern.

The Series 2020 Notes, together with each Series of Additional Notes which may from time to time be issued pursuant to the provisions of Section 2.2, are collectively referred to as the “Notes” (such term shall also include any such notes as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13).

Section 2. Sale and Purchase of Notes

Section 2.1 Sale and Purchase of Series 2020 Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series 2020 Notes in the principal amount specified opposite such Purchaser’s name in the Purchaser Schedule at the purchase price of 99.031% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Section 2.2 Additional Series of Notes. The Company may, from time to time, in its sole discretion, without the consent of any holders of any Series of Notes, but subject to the terms hereof, issue and sell prior to June 10, 2030 one or more additional Series of its promissory notes or additional principal amount of any Series under the provisions of this Agreement pursuant to a supplement (a “Supplement”) substantially in the form of Exhibit S. Each additional Series of Notes (the “Additional Notes”) issued pursuant to a Supplement shall be subject to the following terms and conditions:

(i) each Series of Additional Notes, when so issued, shall be differentiated from all previous Series by sequential designation inscribed thereon;

(ii) Additional Notes of the same Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;

(iii) each Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;

(iv) each Series of Additional Notes issued under this Agreement shall be in substantially the form of Exhibit 1 to Exhibit S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;

(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;

(vi) all Additional Notes shall rank pari passu with all other outstanding Notes; and

(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.

Section 3. Closing

The sale and purchase of the Series 2020 Notes to be purchased by each Purchaser (the “Closing”) shall occur remotely on June 10, 2020, or such other manner as the parties may agree upon. At the Closing the Company will deliver to each Purchaser the Series 2020 Notes to be purchased by such Purchaser in the form of a single Series 2020 Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company specified in the funding instruction letter provided by the Company at the Closing pursuant to Section 4.10. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Company to tender such Notes or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction.

Section 4. Conditions to Closing

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the Closing.

Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Change in Control or Event of Default shall have occurred and be continuing.

Section 4.3. Compliance Certificates

(a) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Dechert LLP, special counsel for the Company, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Milbank LLP, the Purchasers’ special counsel in connection with such transactions, as set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6. Sale of Other Notes. Contemporaneously with the Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in the Purchaser Schedule.

Section 4.7. Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the Closing the reasonable and documented out-of-pocket fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.

Section 4.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation (in each case, other than as permitted under Section 10.2) or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Section 4.10. Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company specifying (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Section 4.12. Rating. The Purchasers shall have received evidence that the Notes shall be rated “BBB-” or better by Egan-Jones Ratings Co., which rating shall specifically describe the Notes, including their interest rate, maturity and Private Placement Number.

Section 4.13. Conditions to Issuance of Additional Notes. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:

(a) A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the information and computations (in sufficient detail) required in order to establish whether the Company is in compliance with the requirements of Section 10.6 on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate but after giving effect to the issuance of the Additional Series of Notes and the application of the proceeds thereof).

(b) The Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S hereto.

(c) Each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of the Additional Notes.

(d) Each Subsidiary Guarantor, if any, shall execute and deliver a ratification of its Subsidiary Guaranty.

Section 5. Representations and Warranties of the Company.

The Company represents and warrants as of the date of the Closing (or, if any such representations and warranties expressly relate to an earlier date, then as of such earlier date) to each Purchaser that:

Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Section 5.2. Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3. Disclosure.

(a) The Company, through its agent, Goldman Sachs has delivered to each Purchaser a copy of two Presentations, each dated May 2020 (the “Presentations”), relating to the transactions contemplated hereby. The Presentations, together with the SEC Filings, fairly describe, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. This Agreement, the Presentations, the SEC Filings, the financial statements listed in Schedule 5.5, the documents identified in Schedule 5.3, the documents, certificates or other writings provided in the virtual data room maintained in connection with the Series 2020 Notes (the “VDR Documents”) and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company (other than financial projections, pro forma financial information and other forward-looking information, information relating to third parties and general economic information) prior to May 29, 2020 in connection with the transactions contemplated hereby (this Agreement, the Presentations, the SEC Filings, the documents identified on Schedule 5.3 , the VDR Documents and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since March 31, 2020, there has been no change in the financial condition, operations, business or properties of the Company or any Subsidiary except changes that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

(b) All financial projections, pro forma financial information and other forward-looking information which has been delivered to each Purchaser by or on behalf of the Company in connection with the transactions contemplated by this Agreement are based upon good faith assumptions and, in the case of financial projections and pro forma financial information, good faith estimates, in each case, believed to be reasonable at the time made, it being recognized that (i) such financial information as it relates to future events is subject to significant uncertainty and contingencies (many of which are beyond the control of the Company) and are therefore not to be viewed as fact, and (ii) actual results during the period or periods covered by such financial information may materially differ from the results set forth therein.

Section 5.4. Organization and Ownership of Shares of Subsidiaries.

(a) Schedule 5.4(a) contains (except as noted therein) complete and correct lists as of the date of the Closing of (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether such Subsidiary is a Subsidiary Guarantor and (ii) the Company’s directors and senior officers.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4(a) as being owned by the Company and its Subsidiaries have been validly issued and, to the extent applicable, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement.

(c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4(d) and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Section 5.5. Financial Statements. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes, but excluding all financial projections, pro forma financial information and other forward-looking information) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and lack of footnotes).

Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any (A) indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected or (B) the corporate charter or by-laws of the Company, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary, in each case, except where any of the foregoing (other than clause (i)(B) above), individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes, other than any filing required under the Securities Exchange Act of 1934 or the rules or regulations promulgated thereunder on Form 8-K, Form 10-Q or Form 10-K.

Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is (i) in default under any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.9. Taxes. The Company and its Subsidiaries have filed all federal income and other material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP.

Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11. Licenses, Permits, Etc.

(a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others, except for any such conflicts that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(b) To the knowledge of the Company, no product or service of the Company or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(c) To the knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

Section 5.12. Compliance with Employee Benefit Plans.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as has not resulted in or would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i) neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3(3) of ERISA), and (ii) no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Pension Plan under Section 412 of the Code.

(b) The present value of the aggregate benefit liabilities under each of the Pension Plans, determined as of the end of such Pension Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Pension Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Pension Plan allocable to such benefit liabilities by an amount that has resulted in or could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The term “benefit liabilities” has the meaning specified in section 4001(a)(16) of ERISA and the terms “current value” and “present value” have the meaning specified in section 3(26) and section 3(27), respectively, of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate have resulted in or would reasonably be expected to result in a Material Adverse Effect.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not reasonably likely to result in a Material Adverse Effect.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2.

(f) The Company and its Subsidiaries do not have any Non-U.S. Plans that have resulted in or would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2020 Notes or any substantially similar debt Securities for sale to, or solicited any offer to buy the Series 2020 Notes or any substantially similar debt Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than ten (10) other Institutional Investors, each of which has been offered the Series 2020 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2020 Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2020 Notes for general corporate purposes, which may include general corporate purposes, including repaying outstanding indebtedness, making opportunistic investments and paying corporate expenses. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 25% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15. Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 10, 2020 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. As of June 10, 2020, neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and, to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15 (as may be updated by the Company from time to time), neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.

(c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15 (as may be updated by the Company from time to time).

Section 5.16. Foreign Assets Control Regulations, Etc.

(a) Neither the Company nor any Controlled Entity (i) is a Blocked Person or Canada Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by Canada, the United Nations or the European Union.

(b) Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Canadian Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Canadian Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or Canada Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person or Canada Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws;

(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii) will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Canadian Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17. [Reserved].

Section 5.18. Environmental Matters.

(a) Neither the Company nor any Subsidiary has received any written claim and no proceeding has been instituted asserting any claim against the Company or any of its Subsidiaries with respect to any of their respective real properties now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary has knowledge of any facts which would reasonably be expected to give rise to any claim, public or private, of violation of or liability under Environmental Laws by the Company or any Subsidiary, except, in each case, such as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Company nor any Subsidiary has handled, stored or disposed of any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner which has violated any Environmental Law that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(d) Neither the Company nor any Subsidiary has had a release of any Hazardous Materials in a manner which would reasonably be expected to give rise to liability under any Environmental Law that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.19. Investment Company Act.

(a) The Company has elected to be regulated as a “business development company” within the meaning of the Investment Company Act.

(b) The business and other activities of the Company and its Subsidiaries, including the issuance of the Notes hereunder, the application of the proceeds and repayment thereof by the Company and the consummation of the transactions contemplated by this Agreement do not result in a violation or breach in any material respect of the provisions of the Investment Company Act or any rules, regulations or orders issued by the SEC thereunder, in each case that are applicable to the Company and its Subsidiaries.

(c) The Company is in compliance in all respects with the Investment Policies, except to the extent that the failure to so comply would not reasonably be expected to have a Material Adverse Effect.

Section 6. Representations of the Purchasers.

Section 6.1. Purchase for Investment. Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d);or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h) the Source does not constitute assets of any employee benefit plan, other than a plan that is not subject to ERISA or section 4975 of the Code.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

Section 6.3. Investment Experience; Access to Information. Each Purchaser severally represents that it (a) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment and made such informed decision to so invest, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated with the purchase of the Notes, including a lack of liquidity, pricing availability and risks associated with the industry in which the Company operates, (e) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2019, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2020 and (iv) such other disclosure regarding the Company, its business and its financial condition as such Purchaser has determined to be necessary or relevant in connection with the purchase of the Notes, and has carefully reviewed such disclosure, (f) has had a full opportunity to ask such questions and make such inquiries concerning the Company, its business and its financial condition as such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries and (g) has not received any printed material or statement that is contrary to the Disclosure Documents from or on behalf of the Company.

Section 6.4. Authorization. Each Purchaser severally represents that (a) it has full power and authority to enter into this Agreement and (b) this Agreement, when executed and delivered by such Purchaser, will constitute valid and legally binding obligations of such Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Section 6.5. Reliance. Each Purchaser severally (a) acknowledges that Goldman Sachs, as placement agent for the Notes, may rely on the representations and warrants of such Purchaser contained in this Section 6 as if it were a party to this Agreement; (b) represents and warrants that such Purchaser is not relying upon, and has not relied upon, any statement, representation or warranty made by Goldman Sachs, any of its Affiliates or any of its or their Control persons, officers, directors or employees, in making its investment or decision to invest in the Company; and (c) agrees (for itself and for each account for which such Purchaser is acquiring the Notes) that none of Goldman Sachs, any of its Affiliates or any of its or their Control persons, officers, directors or employees shall be liable to any Purchaser in connection with its purchase of the Notes.

Section 7. Information as to Company

Section 7.1. Financial and Business Information. The Company shall deliver to each holder of a Note that is an Institutional Investor:

(a) within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)), duplicate copies of,

(i) a consolidated balance sheet of the Company and its consolidated subsidiaries as at the end of such quarter, and

(ii) consolidated statements of operations, changes in Shareholders’ Equity and cash flows of the Company and its consolidated subsidiaries, for such quarter and (in the case of the consolidated statements of operations for the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally (other than absence of footnotes and year-end adjustments), and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the Company and its consolidated subsidiaries being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;

(b) within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10 K (the “Form 10 K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof after the end of each fiscal year of the Company), duplicate copies of,

(i) a consolidated balance sheet of the Company and its consolidated subsidiaries as at the end of such year, and

(ii) consolidated statements of operations, changes in Shareholders’ Equity and cash flows of the Company and its consolidated subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” qualification or exception as to the Company (other than as a result of the impending maturity or any prospective default under any credit document of the Company, including this Agreement and the Notes) and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;

(c) promptly upon their becoming available, one copy of (i) each financial statement, report, notice, proxy statement or similar document sent by the Company or any Subsidiary to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

(d) promptly, and in any event within 5 Business Days after a Responsible Officer becoming aware of the existence of any Event of Default or that any Person (other than a Purchaser or a holder of a Note) has given any notice or taken any action with respect to a claimed default hereunder or that any Person (other than a Purchaser or a holder of a Note) has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Pension Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan;

(iii) any event, transaction or condition that would reasonably be expected to result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3(3) of ERISA), or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; or

(iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans that would reasonably be expected to have a Material Adverse Effect;

(f) promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to have a Material Adverse Effect;

(g) within 10 days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof, together with such further information as the Required Holders may request;

(h) with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by the Required Holders, in each case to the extent reasonably available to the Company and subject to any applicable confidentiality restrictions.

(i) promptly, and in any event within 10 Business Days after the execution and delivery of any Supplement, a copy thereof.

(j) promptly, and in any event within three (3) Business Days after an Unsuccessful Equity Offering has occurred, notice that an Unsuccessful Equity Offering has occurred, which written notice shall be accompanied by evidence satisfactory to the Required Holders to such effect and confirming the effective date of the Unsuccessful Equity Offering and the Applicable Coupon payable in respect of the Notes in consequence thereof an (“Equity Offering Notice”).

Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer (a “Compliance Certificate”):

(a) setting forth the information from such financial statements that is required in order to establish whether the Company was in compliance with the requirements of Section 10.6 during the quarterly or annual period covered by the financial statements then being furnished and the Applicable Coupon (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence. In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election;

(b) certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto; and

(c) setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required to be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such certificate of Senior Financial Officer.

Section 7.3. Visitation. Subject to any applicable confidentiality restrictions, the Company shall permit the representatives of each holder of a Note that is an Institutional Investor:

(a) if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for each holder of a Note (aggregating its Affiliates as one holder for this purpose); and

(b) if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Section 7.4. Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a) or (b) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements with respect thereto:

(a) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company;

(b) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or (b), as the case may be, with the SEC on EDGAR and shall have made such form available on its home page on the internet, which is located at https://baincapitalbdc.com as of the date of this Agreement and for Section 7.1(a) or (b) shall have delivered the related Officer’s Certificate satisfying the requirements of Section 7.2 to each holder of a Note by electronic mail;

(c) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c)(i), or any Supplement referred to in Section 7.1(i), as applicable is/are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or

(d) the Company shall have timely filed any of the items referred to in Section 7.1(c) or Section 7.1(i) with the SEC on EDGAR and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access;

provided, however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further that in the case of any of clauses (b), (c) or (d), the Company shall have given each holder of a Note prior written notice, which may be by e-mail, included in the Officer’s Certificate delivered pursuant to Section 7.2 or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further that upon request of any holder to receive paper copies of such forms, financial statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Section 8. Payment and Prepayment of the Notes.

Section 8.1. Maturity. As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to, in such Senior Financial Officer’s sole discretion, either (a) the estimated Make-Whole Amount due in connection with such prepayment or (b) the Make-Whole Amount due in connection with such prepayment, in each case setting forth the details of such computation. To the extent that an estimated Make-Whole Amount is included in such certificate of a Senior Financial Officer, then two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount as of the specified prepayment date.

Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

Section 8.4. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.5. Purchase of Notes. The Company will not and will not permit any Controlled Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or a Controlled Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 25% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Controlled Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes. For the avoidance of doubt, no Make-Whole Amount shall be owed in connection with any prepayment or purchase made other than pursuant to Section 8.2.

Section 8.6. Make-Whole Amount.

“Make-Whole Amount” means, with respect to any Note, (i) for the period beginning on June 10, 2020 and ending on (and including) June 10, 2022, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal and (ii) after June 10, 2022, zero; provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.7. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (x) except as set forth in clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

Section 8.8. Change in Control.

(a) The Company will, within fifteen Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

(b) The offer to prepay Notes contemplated by subparagraph (a) of this Section 8.8 shall be an offer to prepay, in accordance with and subject to this Section 8.8, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Section 8.8 Proposed Prepayment Date”). Such date shall be not less than 30 days and not more than 60 days after the date of such offer (if the Section 8.8 Proposed Prepayment Date shall not be specified in such offer, the Section 8.8 Proposed Prepayment Date shall be the first Business Day after the 45th day after the date of such offer).

(c) A holder of Notes may accept the offer to prepay made pursuant to this Section 8.8 by causing a notice of such acceptance to be delivered to the Company not later than 15 Business Days after receipt by such holder of the most recent offer of prepayment. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.8 shall be deemed to constitute rejection of such offer by such holder.

(d) Prepayment of the Notes to be prepaid pursuant to this Section 8.8 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to, but excluding, the date of prepayment, but without Make-Whole Amount or other premium.

(e) Each offer to prepay the Notes pursuant to this Section 8.8 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Section 8.8 Proposed Prepayment Date; (ii) that such offer is made pursuant to this Section 8.8; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to, but excluding, the Section 8.8 Proposed Prepayment Date; (v) that the conditions of this Section 8.8 have been fulfilled; and (vi) in reasonable detail, the nature and date of the Change in Control.

Section 9. Affirmative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 9.1. Compliance with Laws. Without limiting Section 10.4, the Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (including ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2. Insurance. The Company will, and will cause each of its Subsidiaries to, maintain insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities engaged in the same or a similar business and similarly situated.

Section 9.3. Maintenance of Properties. The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.4. Payment of Taxes and Claims. The Company will, and will cause each of its Subsidiaries to, file all federal income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.5. Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.6. Books and Records. The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be. The Company will, and will cause each of its Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. The Company and its Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective books, records, and accounts accurately reflect all transactions and dispositions of assets and the Company will, and will cause each of its Subsidiaries to, continue to maintain such system.

Section 9.7. Subsidiary Guarantors.

(a) The Company will cause each of its Subsidiaries (other than Foreign Subsidiaries) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith:

(i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries providing a guaranty, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”) or (B) a joinder to the Subsidiary Guaranty; and

(ii) deliver the following to each holder of a Note:

(A) an executed counterpart of such Subsidiary Guaranty or a joinder thereto;

(B) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6 and 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company);

(C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and

(D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request.

(b) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility specifically for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Section 9.8. Status of BDC. The Company shall at all times maintain its status as a “business development company” under the Investment Company Act.

Section 9.9. Investment Policies. The Company shall at all times be in compliance with its Investment Policies, except to the extent that the failure to so comply would not reasonably be expected to result in a Material Adverse Effect.

Section 9.10. Rating Confirmation. The Company covenants and agrees that, at its sole cost and expense, it shall cause to be maintained at all times a Rating from at least one NRSRO that indicates that it will monitor the rating on an ongoing basis. The Company shall provide the applicable Rating Agency with any information as to the Company’s affairs as may be reasonably requested by such Rating Agency in connection with such ratings. The Company further covenants and agrees it shall (i) provide the holders of the Notes with a copy of a letter evidencing such confidential private rating at least annually and no later than June 10 of each year (beginning June 10, 2021), which letter shall (a) specifically describe the Notes, including their interest rate, maturity and Private Placement Number for each series of Notes, as applicable, (b) be in a form that may be provided to the NAIC and the SVO and (c) address the likelihood of payment of both principal and interest on the Notes (which requirement shall be deemed satisfied if such letter is silent as to the likelihood of payment of both principal and interest and does not otherwise include any indication to the contrary), (ii) confirm the then-current Ratings in each Compliance Certificate and (iii) promptly, and in any event within ten (10) Business Days after a Below Investment Grade Event has occurred, notify the holders of the Notes in writing, sent in the manner provided in Section 18, that a Below Investment Grade Event has occurred, which written notice shall be accompanied by evidence satisfactory to the Required Holders to such effect and confirming the effective date of the Below Investment Grade Event and the Applicable Coupon payable in respect of the Notes in consequence thereof (a “Below Investment Grade Notice”). The fees and expenses of NRSRO and all other costs incurred in connection with obtaining, affirming or appealing a Rating pursuant to this Section 9.10 shall be borne solely by the Company.

Section 9.11. Most Favored Lender.

(a) If the Company or any Subsidiary Guarantor (i) is as of the date of this Agreement a party to a credit facility, loan agreement or other like financial instrument under which the Company or any Subsidiary Guarantor may incur Unsecured Indebtedness in excess of $50,000,000 (an “Existing Credit Facility”), or (ii) after the date of this Agreement enters into any amendment or other modification of any Existing Credit Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement after the date of this Agreement under which the Company or any Subsidiary Guarantor may incur Unsecured Debt in excess of $50,000,000 (in any such case, a “New Credit Facility” and together with any Existing Credit Facility and Amended Credit Facility, each an “Other Facility”), which Other Facility contains a Relevant Covenant that would be more beneficial to the holders of Notes than the Relevant Covenant set forth in this Agreement or any new Relevant Covenant not currently set forth in this Agreement (any such provision, a “More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Thereupon, unless waived in writing by the Required Holders within 10 Business Days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Other Facility and any event of default in respect of any such Relevant Covenant so included herein shall be deemed to be an Event of Default under Section 11(c) (after giving effect to any grace or cure provisions under such Other Facility), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder. Thereafter, upon the request of any holder of a Note, the Company shall (at its sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.

(b) Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent amendments or modifications (but not waivers) made to such Incorporated Covenant under the applicable Other Facility which make such Incorporated Covenant less restrictive on the Company and (ii) shall be deemed automatically deleted from this Agreement at such time as such Incorporated Covenant is deleted, terminated or otherwise removed from such Other Facility or the requirement to comply therewith ceases to exist, or each such Other Facility shall be terminated; provided that:

(i) notwithstanding the foregoing, such Incorporated Covenant shall continue to apply and be deemed to be set forth in this Agreement until the applicable Additional Covenant Effective Date in respect thereof, and if a Default or Event of Default then exists (including, without limitation, as a result of a breach of any Incorporated Covenant), such Incorporated Covenant shall not be deemed to be amended or deleted from this Agreement at any time such Default or Event of Default is continuing, and

(ii) if any lender or the agent under any Other Facility is paid any remuneration as consideration for the amendment or modification or removal of such Incorporated Covenant then such remuneration shall be concurrently paid, on the same equivalent terms, ratably to each holder of the Notes then outstanding.

(c) Upon the effectiveness of any amendment upon the request of the Company or any holder of Notes, the holders of Notes (if applicable) and the Company shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by the Company or a holder of Notes, as the case may be, evidencing the amendment of any such Incorporated Covenant. Upon the effectiveness of any deletion or removal, upon the request of the Company, the holders of Notes shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Company evidencing the deletion and termination of any such Incorporated Covenant.

(d) For the avoidance of doubt, the financial covenants and related definitions, Events of Default or Applicable Coupon adjustment set forth in this Agreement as of the date of this Agreement shall not in any event be deemed or construed to be excluded, terminated, loosened, relaxed, amended or otherwise modified by operation of the terms of this Section 9.11. For purposes hereof, any covenant similar to any of the covenants set forth in Section 10.6 of this Agreement shall be deemed to be a Relevant Covenant.

Section 10. Negative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 10.1. Transactions with Affiliates. The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or any of its Subsidiaries or Excluded Subsidiaries) involving payment in excess of $1,000,000, except:

(a) in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate;

(b) transactions not prohibited under this Agreement or the Notes;

(d) transactions with one or more Affiliates (including co-investments) as permitted by any SEC exemptive order (as may be amended from time to time), any no-action letter or as otherwise permitted by applicable law, rule or regulation or SEC staff interpretations thereof or based on advice of counsel;

(e) transactions between or among, on the one hand, the Company and/or any of its Subsidiaries, and, on the other hand, any SBIC Subsidiary or any “downstream affiliate” (as such term is used under the rules promulgated under the Investment Company Act) company of the Company and/or any of its Subsidiaries at prices and on terms and conditions, taken as a whole, not materially less favorable to the Company and/or such Subsidiaries than in good faith is believed could be obtained on an arm’s-length basis from unrelated third parties,

(f) a transaction that has been approved by a majority of the independent directors of the board of directors of the Company;

(g) any Investment that results in the creation of an Affiliate;

(h) any sale or contribution (which may be in the form of an outright assignment or participation) of Investments from the Company to an Excluded Subsidiary for the purpose of incurring or securing indebtedness at such Excluded Subsidiary;

(i) customary management or other servicing arrangements between the Company and any Excluded Subsidiary;

(j) any issuance, sale or grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements, stock options, restricted stock awards or units and stock ownership plans or other compensation, severance or retention awards or plans approved by the board of directors of the Company or any Subsidiary;

(k) (i) any collective bargaining, employment, retention or severance agreement or compensatory arrangement entered into by the Company or any of its direct or indirect subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of the Company, (ii) any agreement pertaining to the repurchase of Equity Interests pursuant to rights with current or former officers, directors, members of management, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement;

(l) customary compensation to Affiliates in connection with financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, which payments are approved by the majority of the members of the board of directors (or similar governing body) or a majority of the disinterested members of the board of directors of the Company in good faith;

(m) transactions and payments required under the definitive agreement for any acquisition permitted under this Agreement or any Investment (to the extent any seller, employee, officer or director of an acquired entity becomes an Affiliate in connection with such transaction);

(n) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Company and/or any of its direct or indirect subsidiaries in the ordinary course of business;

(o) transactions with customers, clients, suppliers, joint ventures, purchasers or sellers of goods or services or providers of employees or other labor entered into in the ordinary course of business, which are (i) fair to the Company and/or the applicable Subsidiary in the good faith determination of the board of directors (or similar governing body) of the Company or the senior management thereof or (ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate; and

(p) the Company may issue and sell Equity Interests to its Affiliates.

Section 10.2. Merger, Consolidation, Etc. The Company will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except:

(a) if in the case of any such transaction involving the Company, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation or limited liability company, (i) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (ii) such corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;

(b) if in the case of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety, as the case may be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) and, if such Subsidiary Guarantor is not such corporation or limited liability company, (A) such corporation or limited liability company shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;

(d) any Subsidiary Guarantor may be liquidated or dissolved; provided that (i) in connection with such liquidation or dissolution, any and all of the assets of such Subsidiary Guarantor shall be distributed or otherwise transferred to an Obligor and (ii) the Company determines in good faith that such liquidation is in the best interests of the Company and is not materially disadvantageous to the holders of the Notes;

(e) in the cases of clauses (a) and (b)(2) above, each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and

(f) in the case of clause (a) above, immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

No such conveyance, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2, from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease.

Section 10.3. Line of Business. The Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Company’s most recent Form 10-K, other than (i) ancillary or support businesses; (ii) any business in or related to private credit or that other business development companies enter into or are engaged in; or (iii) otherwise in accordance with its Investment Policies.

Section 10.4. Economic Sanctions, Etc. The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person or Canada Blocked Person), own or control a Blocked Person or Canada Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws.

Section 10.5. Liens. The Company will not and will not permit any of its Subsidiaries to directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except:

(a) any Lien on any property or asset of the Company or a Subsidiary existing on the date of this Agreement and set forth in Schedule 10.5, provided that (i) no such Lien shall extend to any other property or asset of the Company or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations which it secures on the date of this Agreement and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(b) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP;

(c) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business, provided that such Liens (i) attach only to the securities (or proceeds) being purchased or sold and (ii) secure only obligations incurred in connection with such purchase or sale, and not any obligation in connection with margin financing;

(d) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’, storage, landlord, and repairmen’s Liens and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money) not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or any of its direct or indirect subsidiaries in accordance with GAAP;

(e) Liens incurred or pledges or deposits made to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social security legislation (other than in respect of employee benefit plans subject to ERISA) or to secure public or statutory obligations;

(f) Liens securing the performance of, or payment in respect of, bids, insurance premiums, deductibles or co-insured amounts, tenders, government or utility contracts (other than for the repayment of borrowed money), surety, stay, customs and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business;

(g) Liens arising out of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default;

(h) customary rights of setoff and liens upon (i) deposits of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary course of business, (ii) cash and financial assets held in securities accounts in favor of banks and other financial institutions with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business, in the case of each of clauses (i) through (iii) above, securing payment of fees, indemnities, charges for returning items and other similar obligations;

(i) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions;

(j) zoning restrictions, easements, rights-of-way, encroachments, protrusions, licenses, or other restrictions on, and other minor defects or irregularities affecting, the use of any real estate (including leasehold title), in each case which do not interfere with or affect in any material respect the ordinary course conduct of the business of the Company and the Subsidiary Guarantors;

(k) purchase money Liens on specific equipment and fixtures provided that (i) such Liens only attach to such equipment and fixtures, (ii) the Indebtedness secured thereby is incurred in the ordinary course of business to finance equipment and fixtures and (iii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of such equipment and fixtures at the time of the acquisition thereof;

(l) deposits of money securing leases to which the Company or any Subsidiary is a party as lessee made in the ordinary course of business;

(m) Liens consisting of any (i) interest or title of a lessor or sub-lessor under any lease of real estate not prohibited hereunder, (ii) landlord lien permitted by the terms of any lease, (iii) restriction or encumbrance to which the interest or title of such lessor or sub-lessor may be subject or (iv) subordination of the interest of the lessee or sub-lessee under such lease to any restriction or encumbrance referred to in the preceding clause (iii);

(n) Liens (i) solely on any cash earnest money deposits made by the Company and/or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Investment or (ii) consisting of an agreement to dispose of any property;

(o) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Company and/or any Subsidiary;

(p) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company and its Subsidiaries or (ii) secure any Indebtedness;

(q) Liens on Securities that are the subject of repurchase agreements constituting Investments arising out of such repurchase transaction;

(r) Liens arising (i) out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of business or (ii) by operation of law under Article 2 of the UCC (or similar law of any jurisdiction);

(s) Liens in favor of any Obligor;

(t) Liens securing obligations under Swap Contracts;

(u) (i) Liens on Equity Interests of joint ventures or non-Obligors securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to non-Obligors;

(v) Liens on cash or Cash Equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness;

(w) any encumbrance or restriction assumed in connection with an acquisition of the property or Equity Interests of any Person, so long as such encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;

(x) any right of offset, banker’s lien, security interest or other like right against any Portfolio Investments held by a custodian;

(y) Liens on Equity Interests in any SBIC Subsidiary created in favor of the SBA or its designee;

(z) Liens on Equity Interests in any Structured Subsidiary in favor of and required by any lender providing third-party financing to such Structured Subsidiary;

(aa) Liens filed to secure the Company’s obligations related to participation interests granted by the Company in all or any portion of the Company’s interest in an Excluded Subsidiary;

(bb) prior to release of the relevant escrow, Liens on cash or Cash Equivalents (and the related escrow accounts) constituting the proceeds, and the related prefunding of interest, premiums and other customary amounts, from an issuance into (and pending the release from) escrow,

(cc) Liens securing collateral posted as margin to secure obligations under any Indebtedness so long as, after giving pro forma effect to such Liens, the Company is in compliance with Section 10.6;

(dd) Liens on Special Equity Interests included in the Investments of the Company or any of its subsidiaries but only to the extent securing obligations in the manner provided in the definition of “Special Equity Interests”;

(ee) Liens on assets securing Indebtedness so long as, after giving pro forma effect to such Liens, the Company is in compliance with Section 10.6; and

(ff) Liens on assets securing other obligations in an aggregate principal amount at any time outstanding not to exceed $500,000.

Section 10.6. Financial Covenants.

(a) The Company will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Company to be less than an amount equal to (i) $580,304,984 plus (ii) 65% of the net cash proceeds of the sale of Equity Interests by the Company (excluding issuances pursuant to any equity or compensation plan or on account of any convertible debt) after the date of the Closing.

(b) The Company will not permit the Asset Coverage Ratio as of the last Business Day of any fiscal quarter of the Company to be less than 150%, provided that the Company shall not be in default under this Section 10.6(b) if the Asset Coverage Ratio is less than 150% both (i) solely to the extent caused or permitted by SEC Relief Actions and (ii) so long as the related SEC Relief Requirements have at all times been satisfied.

(c) The Company will not permit the Interest Coverage Ratio as of the last day of any fiscal quarter of the Company to be less than 1.25 to 1.00.

(d) The Company will not permit the Unencumbered Asset Coverage Ratio as of the last Business Day of any fiscal quarter to be less than 1.25 to 1.00.

Section 11. Events of Default.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

(c) (i) the Company defaults in the performance of or compliance with any term contained in Section 10.6 or (ii) any covenant in a Supplement which specifically provides that it shall have the benefit of this paragraph (c); or

(d) the Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)), in any Supplement or in any Subsidiary Guaranty and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e) (i) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or any Supplement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in any Subsidiary Guaranty or any writing furnished in connection with such Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as of which made; or

(f) (i) the Company or any Subsidiary Guarantor is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness for borrowed money that is outstanding in an aggregate principal amount of at least $50,000,000 or a Swap Contract with a Swap Termination Value of at least $50,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary Guarantor is in default in the performance of or compliance with any financial or negative covenant (other than (1) any default set forth in clause (i) above, or (2) any default that is immaterial to the operations or performance of the Company or such Subsidiary Guarantor and that is not reasonably likely to have a material impact on the operational performance of the Company or such Subsidiary Guarantor) of any evidence of any Indebtedness for borrowed money in an aggregate outstanding principal amount of at least $50,000,000 or a Swap Contract with a Swap Termination Value of at least $50,000,000 (or its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto, and in each case, as a consequence of such default such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) the Company or any Subsidiary Guarantor is in default in the performance of or compliance with any other term of any evidence of any Indebtedness for borrowed money (including any indenture or mortgage) in an aggregate outstanding principal amount of at least $50,000,000 or a Swap Contract with a Swap Termination Value of at least $50,000,000 (or its equivalent in the relevant currency of payment) or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iv) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of such Indebtedness to convert such Indebtedness into equity interests), the Company or any Subsidiary Guarantor has become obligated to purchase or repay Indebtedness for borrowed money or a Swap Contract before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $50,000,000 or a Swap Termination Value of $50,000,000 (or its equivalent in the relevant currency of payment); provided that this clause (f) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, the net cash proceeds of which are used to repay such Indebtedness within thirty (30) days after such sale or transfer; or (2) convertible debt that becomes due as a result of a conversion or redemption event, other than as a result of an “event of default” (as defined in the documents governing such convertible debt); or

(g) the Company or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days; or

(i) any event occurs with respect to the Company or any Subsidiary which under the laws of any jurisdiction is analogous to any of the events described in Section 11(g) or Section 11(h), provided that the applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Section 11(g) or Section 11(h); or

(j) one or more final judgments or orders for the payment of money aggregating in excess of $50,000,000 (or its equivalent in the relevant currency of payment) (to the extent not covered by independent third party insurance or by an enforceable indemnity) are rendered against one or more of the Company and its Significant Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(k) if (i) any Pension Plan shall fail to satisfy the minimum funding standards of section 303 of ERISA or section 430 of the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Pension Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Pension Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Pension Plan may become a subject of any such proceedings, (iii) there is any “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one or more Pension Plans, determined in accordance with Title IV of ERISA, (iv) the aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds the aggregate current value of the assets of such Non-U.S. Plans allocable to such liabilities, (v) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (vi) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, (vii) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder, (viii) the Company or any Subsidiary fails to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or any Non-U.S. Plan is involuntarily terminated or wound up, or (ix) the Company or any Subsidiary becomes subject to the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (i) through (ix) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect. As used in this Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or

(l) (i) any Subsidiary Guaranty shall cease to be in full force and effect in any material respect, (ii) any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary Guarantor shall contest in any manner the validity, binding nature or enforceability of any Subsidiary Guaranty, or (iii) the obligations of any Subsidiary Guarantor under any Subsidiary Guaranty are not or cease to be legal, valid, binding and enforceable in accordance with the terms of such Subsidiary Guaranty, except in the cases of clauses (i) and (ii) above pursuant to a transaction permitted hereunder.

Section 12. Remedies on Default, Etc.

Section 12.1. Acceleration.

(a) If an Event of Default with respect to the Company described in Section 11(g), (h) or (i) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or Subsidiary Guaranty, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 12.3. Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. Without limiting the obligations of the Company under Section 15, the Company will pay on demand such further amount as shall be sufficient to cover all reasonable and documented out-of-pocket costs and expenses of up to one firm of outside counsel for all of the holders of the Notes collectively incurred in any enforcement or collection under this Section 12.

Section 13. Registration; Exchange; Substitution of Notes.

Section 13.1. Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes and shall direct the Paying Agent to, and shall cause the Paying Agent to, keep at the Paying Agent's Office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. At the Closing, the Company shall conform the register to the Purchaser Schedule. The Company shall provide each holder of a Note that is an Institutional Investor a copy of the register at the Closing and shall deliver an updated copy thereof at least annually and no later than June 10 of each year (beginning June 10, 2021). The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the register.

Section 13.2. Transfer and Exchange of Notes

(a) Subject to clause (b) below, any registered holder of a Note or a Purchaser (an “Assigning Party”) may assign to one or more assignees (other than a Competitor) (an “Assignee”) all or a portion of its rights and obligations under its Note and/or under this Agreement.

(b) Any such assignment or transfer shall be subject to the following conditions: (i) the Assigning Party shall deliver to the Company a written instrument of transfer duly executed by the Assigning Party or such Assigning Party’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof; (ii) the Assignee shall have made the representations set forth in Section 6 to the Company; (iii) an exemption from registration of the Notes under the Securities Act is available; and (iv) if requested by the Company, the Assigning Party shall have delivered to the Company such legal opinions, certifications or other evidence to determine that such assignment or transfer is being made in compliance with the Securities Act and applicable state securities laws, in each case at the sole expense of the Assigning Party.

(c) Upon satisfaction of the conditions set forth in clause (b) above and surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(a)(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same Series (and of the same tranche if such Series has separate tranches) (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1 or attached to the applicable Supplement with respect to any Additional Notes. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a tranche, one Note of such tranche may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6.

Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(a)(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation in the form of a lost note affidavit), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or Additional Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof, within 10 Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series (and of the same tranche if such Series has separate tranches), dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

Section 14. Payments on Notes.

Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of the Company in such jurisdiction. The Company (or its agent or sub-agent) may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company, the principal office of the Company’s agent or sub-agent in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2. Payment by Wire Transfer. So long as any Purchaser or Additional Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company (or its agent or sub-agent) will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in the Purchaser Schedule or, in the case of any Additional Purchaser, Schedule A attached to any Supplement to which such Additional Purchaser is a party, or by such other method or at such other address as such Purchaser or Additional Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or Additional Purchaser or its nominee, such Person will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes of the same tranche pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser or Additional Purchaser under this Agreement or any Supplement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

Section 14.3. Tax Forms. Any holder that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note shall deliver to the Company, at the time or times reasonably requested by the Company, such properly completed and executed documentation reasonably requested by the Company as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any holder, if reasonably requested by the Company, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company as will enable the Company to determine whether or not such holder is subject to backup withholding or information reporting requirements (including FATCA). Without limiting the generality of the foregoing, any holder that is a United States person shall deliver to the Company on or before the date on which such holder obtains a Note (and from time to time thereafter upon the reasonable request of the Company), executed copies of IRS Form W-9 certifying that such holder is exempt from U.S. federal backup withholding tax. Any holder that is a not United States person shall deliver to the Company on or before the date on which such holder obtains a Note (and from time to time thereafter upon the reasonable request of the Company), executed copies of the applicable IRS Form W-8 and any documentation prescribed by applicable law as a basis for claiming exemption (if any) from or a reduction (if any) in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Company to determine the withholding or deduction required to be made. If a payment made to a holder under any Note would be subject to U.S. federal withholding tax imposed by FATCA if such holder were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company at the time or times prescribed by law and at such time or times reasonably requested by the Company such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. For purposes of this Section 14.3, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Section 15. Expenses, Etc.

Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (but limited in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers (and Additional Purchasers under any Supplement) and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each relevant jurisdiction) incurred by the Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500 per tranche of any Series. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).

The Company will pay, and will save each Purchaser, Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, or other holder in connection with its purchase of the Notes) and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser or such holder of a Note or (y) a claim between a Purchaser and an Additional Purchaser, or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a Purchaser and an Additional Purchaser, or holder of a Note for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under any Note asserted by a Purchaser and an Additional Purchaser or a holder of a Note against the Company or any of its Affiliates.

Section 15.2. Certain Taxes. The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery or the enforcement of this Agreement (including any Supplement) or any Subsidiary Guaranty or the execution and delivery (but not the transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction where the Company or any Subsidiary Guarantor has assets or of any amendment of, or waiver or consent under or with respect to, this Agreement (including any Supplement) or any Subsidiary Guaranty or of any of the Notes, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Company pursuant to this Section 15, and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Company hereunder.

Section 15.3. Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any Supplement, any Subsidiary Guaranty or the Notes, and the termination of this Agreement.

Section 16. Survival of Representations and Warranties; Entire Agreement.

All representations and warranties contained herein or in any Supplement shall survive the execution and delivery of this Agreement, such Supplement and the Notes, the purchase or transfer by any Purchaser or any Additional Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any Additional Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or any Supplement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and Additional Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Section 17. Amendment and Waiver.

Section 17.1. Requirements. Subject to Section 17.1(b), this Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:

(a) Amendments.

(i) no amendment or waiver of any of Section 1, Section 2, Section 3, Section 4, Section 5, Section 6 or Section 21 hereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser or Additional Purchaser unless consented to by such Purchaser or Additional Purchaser in writing;

(ii) no amendment or waiver may, without the written consent of each Purchaser directly and adversely affected thereby and the holder of each Note directly and adversely affected thereby at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, in each case, with respect to such Series of Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver, or (iii) amend any of Section 8 (except as set forth in the second sentence of Section 8.2 (or such corresponding provision of any Supplement) and Section 11(a), Section 11(b), Section 12, Section 17 or Section 20); and

(iii) Section 8.5 may be amended or waived to permit offers to purchase made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions only with the written consent of the Company and the Required Holders.

(b) Notwithstanding anything to the contrary contained herein, the Company may enter into any Supplement providing for the issuance of one or more Series of Additional Notes consistent with, and in compliance with, Sections 2.2 and 4.13 hereof without obtaining the consent of any holder of any other Series of Notes.

Section 17.2. Solicitation of Holders of Notes.

(a) The Company will provide each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof, any Supplement or of the Notes or any Subsidiary Guaranty. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty to each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof, any Supplement or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.

(c) Any consent given pursuant to this Section 17 or any Subsidiary Guaranty by a holder of a Note that has transferred or has agreed to transfer its Note to (i) the Company, (ii) any Subsidiary or any other Affiliate or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company and/or any of its Affiliates (either pursuant to a waiver under Section 17.1(a)(iii) or subsequent to Section 8.5 having been amended pursuant to Section 17.1(a)(iii)), in each case in connection with such consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 or any Subsidiary Guaranty applies equally to all holders of Notes and is binding upon them and upon each future Purchaser or holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any holder of a Note and no delay in exercising any rights hereunder or under any Note or Subsidiary Guaranty shall operate as a waiver of any rights of any holder of such Note.

Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any Subsidiary Guaranty or the Notes, or have directed the taking of any action provided herein or in any Subsidiary Guaranty or the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

Section 18. Notices.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid), (c) by an internationally recognized overnight delivery service (charges prepaid) or (d) by e-mail, provided that, in the case of this clause (d), upon written request of any holder to receive paper copies of such notices or communications, the Company will promptly deliver such paper copies to such holder. Any such notice must be sent:

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser Schedule, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing,

(iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of the Chief Executive Officer, Chief Financial Officer and Chief Legal Officer (Fax: (617) 516-2010), or at such other address as the Company shall have specified to the holder of each Note in writing, in each case, with a copy (which shall not constitute notice) to: Dechert LLP, 2929 Arch Street, Philadelphia, PA 19104, Attn: Eric S. Siegel and Stephen R. Pratt, Fax: (215) 994-2222, Email: eric.siegel@dechert.com and stephen.pratt@dechert.com, or at such other address as the Company shall have specified to the holder of each Note in writing, or

(iv) if to an Additional Purchaser or such Additional Purchaser’s nominee, to such Additional Purchaser or such Additional Purchaser’s nominee at the address specified for such communications in Schedule A to any Supplement, or at such other address as such Additional Purchaser or such Additional Purchaser’s nominee shall have specified to the Company in writing.

Notices under this Section 18 will be deemed given only when actually received. Notwithstanding anything to the contrary contained herein, any notice to be given by the Company (other than an officer’s certificate) may be delivered by an agent or sub-agent of the Company.

Section 19. Reproduction of Documents.

This Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser or Additional Purchaser at the Closing, and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser or Additional Purchaser, may be reproduced by such Purchaser or Additional Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser or Additional Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser or Additional Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

Section 20. Confidential Information.

For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser or Additional Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement or any Supplement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser or Additional Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser or Additional Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or Additional Purchaser or any Person acting on such Purchaser’s or Additional Purchaser’s behalf, (c) otherwise becomes known to such Purchaser or Additional Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser or Additional Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser or Additional Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser or Additional Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser and Additional Purchaser, provided that such Purchaser or Additional Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees (legal and contractual), agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors and, with respect to any Purchaser or Additional Purchaser that is a fund, its partners and investors who are Institutional Investors, in each case who agree to hold confidential the Confidential Information substantially in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser or Additional Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s or Additional Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser or Additional Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser or Additional Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser or Additional Purchaser may reasonably determine such delivery and disclosure to be necessary in the enforcement or for the protection of the rights and remedies under such Purchaser’s or Additional Purchaser’s Notes, this Agreement or any Subsidiary Guaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 20.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or Additional Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or Additional Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Section 21. Substitution of Purchaser

Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than a Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or an Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

Section 22. Miscellaneous.

Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) permitted hereby, whether so expressed or not, except that, subject to Section 10.2, the Company may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 22.2. Accounting Terms.

(a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

(b) If the Company notifies the holders of the Notes that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if a holder of the Notes notifies the Company that the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Section 22.3. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 22.4. Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Section 22.5. Counterparts; Electronic Contracting.

(a) This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The parties agree to electronic contracting and signatures with respect to this Agreement and the documents related hereto. Delivery of an electronic signature to, or a signed copy of, this Agreement and such other documents by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes. The words “execution,” “execute”, “signed,” “signature,” “delivery” and words of like import in or related to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Company, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any Purchaser shall request manually signed counterpart signatures to this Agreement or the documents related hereto, the Company hereby agrees to use its reasonable endeavors to provide such manually signed signature pages as soon as reasonably practicable (but in any event within 30 days of such request or such longer period as the requesting Purchaser and the Company may mutually agree).

(b) The parties agree to electronic contracting and signatures with respect to each Note delivered hereunder in registered form. Delivery of an electronic signature to, or a signed copy of, any Note in the name of a particular Purchaser by facsimile, email or other electronic transmission shall be fully binding on the Company to the same extent as the delivery of the signed original of any such Note and shall be admissible into evidence for all purposes, and the Company hereby expressly waives any defense related to a Purchaser’s failure to present an original Note. The Company further agrees that it shall produce a manually signed Note for delivery to each Purchaser in accordance with the instructions provided by such Purchaser as soon as reasonably practicable (but in any event within 30 days of such request or such longer period as the requesting Purchaser and the Company may mutually agree).

Section 22.6. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 22.7. Jurisdiction and Process; Waiver of Jury Trial.

(a) The Company and each Purchaser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and each Purchaser and Additional Purchaser irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) The Company and each Purchaser and Additional Purchaser agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(c) The Company and each Purchaser and Additional Purchaser consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company and each Purchaser and Additional Purchaser agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(d) Nothing in this Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

* * * * *

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.

	Very truly yours,

	BAIN CAPITAL SPECIALTY FINANCE, INC.


	By:
		Name:
		Title:

This Agreement is hereby

accepted and agreed to as

of the date hereof.

[Add Purchaser Signature Blocks]

[Signature Page to Master Note Purchase Agreement]

SCHEDULE A

Defined Terms

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Additional Covenant Effective Date” means, in respect of any Incorporated Covenant, the day on which the holders of Notes receive a Compliance Certificate in connection with the Company’s financial statements, covering the next subsequent financial period of the Company following the financial period in which such Incorporated Covenant was removed, terminated, amended or modified, as applicable, under the relevant Other Facility or the relevant Other Facility was terminated.

“Additional Notes” is defined in Section 2.2.

“Additional Purchasers” means purchasers of Additional Notes.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company. Anything herein to the contrary notwithstanding, the term “Affiliate” shall not include any Person that constitutes a Portfolio Investment held by any Obligor or any of its or their subsidiaries in the ordinary course of business.

“Agreement” means this Master Note Purchase Agreement, including all Supplements, Schedules and Exhibits attached to this Agreement (including all Schedules and Exhibits attached to any Supplement), each as may be amended, restated, supplemented or otherwise modified from time to time.

“Amended Credit Facility” is defined in Section 9.11(a).

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Applicable Coupon” means, as of any date of determination, the applicable rate per annum set forth in the following table that corresponds to the Asset Coverage Ratio calculation as set forth in the most recent Compliance Certificate delivered to each holder of a Note pursuant to Section 7.2(a). For the period from June 10, 2020 through the date that the Company sends each holder of a Note the first Compliance Certificate, the Applicable Coupon will be the rate per annum in the row styled “Level II.”

Level	Asset Coverage Ratio	Applicable Coupon
I	greater than 180%		8.000	%
II	less than or equal to 180%		8.500	%

Schedule A
(to Master Note Purchase Agreement)

provided that if any of the following occur (i) the Asset Coverage Ratio is less than 150% (a) solely to the extent caused or permitted by SEC Relief Actions and (b) so long as the SEC Relief Requirements are then satisfied, the Applicable Coupon shall increase by an additional 1.00%; (ii) a Below Investment Grade Event shall have occurred and be continuing, the Applicable Coupon shall increase by an additional 1.00% until the date on which such Below Investment Grade Event is cured; and (iii) an Unsuccessful Equity Offering has occurred and has not been cured by a Successful Equity Offering, the Applicable Coupon shall increase by an additional 1.00%, which step-ups for the avoidance of doubt can be cumulative, but not more than 3.00%.

Except as otherwise set forth in this definition, the Applicable Coupon will be based upon the most recent Compliance Certificate. Except as otherwise set forth in this definition, the Applicable Coupon will be re-determined (i) quarterly on the first Business Day of the month following the date of delivery to each holder of a Note of the applicable Compliance Certificate pursuant to Section 7.2(a) or (ii) on the date on which the holders of the Notes receive any Rating necessary to cure such Below Investment Grade Event, as applicable. If the Company fails to furnish any Compliance Certificate when such Compliance Certificate is due, then the Applicable Coupon will be the rate per annum in the row styled “Level II” (or if then in effect, at the rate calculated pursuant to the proviso above) as of the first day of the month following the date on which that Compliance Certificate was required to be delivered until the date on which that Compliance Certificate is delivered, on which date (but not retroactively unless such subsequently delivered Compliance Certificate shows a higher Applicable Coupon than what was in effect during the period when the Company failed to furnish the Compliance Certificate), without constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver that Compliance Certificate, the Applicable Coupon will be set at the rate per annum based upon the calculations disclosed by that Compliance Certificate. If any information contained in any Compliance Certificate delivered pursuant to Section 7.2(a) is shown to be inaccurate, and that inaccuracy, if corrected, would have led to the application of a higher Applicable Coupon for any period than the Applicable Coupon actually applied for that period, then (i) the Company shall promptly deliver or cause to be delivered to each holder of a Note a correct Compliance Certificate for that period; (ii) the Applicable Coupon will be determined as if the correct Applicable Coupon (as set forth in the table above) were applicable for that period (irrespective of whether a correct Compliance Certificate is delivered); and (iii) the Company shall promptly (but in any event within two Business Days after delivery of that corrected Compliance Certificate or after demand by any holder of a Note) deliver to each holder of a Note full payment in respect of the accrued additional interest as a result of the increased Applicable Coupon for that period.

“Asset Coverage Ratio” means “Asset coverage” as defined in the Investment Company Act.

“Assignee” is defined in Section 13.2(a).

“Assigning Party” is defined in Section 13.2(a).

“Below Investment Grade Event” shall occur if:

(a) at any time the Company has obtained a Rating of the Notes from only one NRSRO, the then most recent Rating from such NRSRO that is in full force and effect (not having been withdrawn) is less than Investment Grade; or

(b) at any time the Company has obtained a Rating of the Notes from two NRSROs, the then lower of the most recent Ratings from the NRSROs that are in full force and effect (not having been withdrawn) is less than Investment Grade; or

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(c) at any time the Company has obtained a Rating of the Notes from three or more NRSROs, the then lowest of the most recent Ratings from the NRSROs that is in full force and effect (not having been withdrawn) is less than Investment Grade; or

(d) at any time the Company shall have failed to receive and deliver to the holders of the Notes a Rating of the Notes from at least one NRSRO as required pursuant to Section 9.10.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of comprehensive sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

“Canada Blocked Person” means (a) a “terrorist group” as defined for the purposes of Part II.1 of the Criminal Code (Canada), as amended or (b) a Person identified in or pursuant to (i) Part II.1 of the Criminal Code (Canada), as amended or (ii) the Proceeds of Crime (Money Laundering) and Terrorist Finance Act, as amended or (iii) the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), as amended or (iv) regulations or orders promulgated pursuant to the Special Economic Measures Act (Canada), as amended, the United Nations Act (Canada), as amended, or the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, in any case pursuant to this clause (b) as a Person in respect of whose property or benefit a holder of Notes would be prohibited from entering into or facilitating a related financial transaction.

“Canadian Economic Sanctions Laws” means those laws, including enabling legislation, orders-in-council or other regulations administered and enforced by Canada or a political subdivision of Canada pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including Part II.1 of the Criminal Code (Canada), as amended, the Special Economic Measures Act (Canada), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Finance Act, as amended, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), as amended, the United Nations Act (Canada), as amended, the Export and Import Permits Act (Canada), as amended, and the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, and including all regulations promulgated under any of the foregoing, or any other similar sanctions program or action.

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) demand deposit accounts maintained with any bank organized under the laws of the United States or any state thereof so long as the amount maintained with any individual bank is less than or equal to $250,000 and is fully insured by the Federal Deposit Insurance Corporation, and (f) Investments in money market funds or mutual funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (e) above

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“Change in Control” means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding shares of capital stock, membership interest or partnership interest, as applicable, in the Company, other than any such acquisition by any Permitted Holders or (ii) the Investment Manager shall for any reason tender its resignation, or be removed with or without cause, under the Investment Management Agreement, or the Investment Management Agreement shall be terminated, provided that it shall not be a Change in Control if a Permitted Holder of the Company acts as the successor Investment Manager.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986.

“Company” is defined in the first paragraph of this Agreement.

“Competitor” means (a) any entity that has elected to be regulated as a “business development company” under the Investment Company Act; (b) any Person who is not an Affiliate of the Company or any of its subsidiaries and who engages (or whose Affiliate engages), as its primary business, in (i) the same or similar business as a material business of the Company or any of its subsidiaries or (ii) the business of providing loans in the middle market or to venture companies and such Person is not a bank or an insurance company; or (c) any Affiliate of any of the foregoing; provided that:

(i) the provision of investment advisory services by a Person to a Plan which is owned or controlled by a Person which would otherwise be a Competitor shall not in any event cause the Person providing such services to be deemed to be a Competitor, provided that such Person providing such services has established and maintains procedures which will prevent Confidential Information supplied to such Person from being transmitted or otherwise made available to such Plan;

(ii) in no event shall an Institutional Investor be deemed a Competitor if such Institutional Investor is a pension plan sponsored by a Person which would otherwise be a Competitor but which is a regular investor in privately placed Securities and such pension plan has established and maintains procedures which will prevent Confidential Information supplied to such pension plan by the Company from being transmitted or otherwise made available to such plan sponsor; and

(iii) in any event that any Private Placement Agent that would otherwise be deemed to be a Competitor pursuant to the foregoing provisions of this definition, such Private Placement Agent shall not be deemed to be a Competitor if such Private Placement Agent holds the Notes only in connection with its role as an intermediary in the prompt and expeditious sale in accordance with customary financial market conditions of the Note or Notes owned by one Institutional Investor who is not a Competitor to another purchasing Institutional Investor who is a Permitted Transferee that is not a Competitor and such Private Placement Agent has established procedures which will prevent confidential information supplied to either the selling or buying Institutional Investor by the Company from being transmitted or otherwise made available to such Private Placement Agent or any of its Affiliates in any capacity other than as the agent and intermediary in connection with such sale of any such Note or Notes.

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“Compliance Certificate” is defined in Section 7.2.

“Confidential Information” is defined in Section 20.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

“Controlled Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates.

“Controlled Foreign Corporation” means any Subsidiary which is (i) a “controlled foreign corporation” (within the meaning of Section 957 of the Code), (ii) a Subsidiary substantially all the assets of which consist (directly or indirectly through one or more flow-through entities) of Equity Interests and/or indebtedness of one or more Subsidiaries described in clause (i) of this definition, or (iii) an entity treated as disregarded for U.S. federal income tax purposes and substantially all of the assets of which consist (directly or indirectly through one or more flow-through entities) of the Equity Interests and/or indebtedness of one or more Subsidiaries described in clause (i) or (ii) of this definition.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means that rate of interest per annum that is 2.00% above the rate of interest stated in clause (a) of the first paragraph of the applicable Notes.

“Disclosure Documents” is defined in Section 5.3(a).

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such purposes.

“Environmental Laws” means any applicable federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, or settlement or consent agreements relating to pollution and the protection of the environment or the release of any Hazardous Materials into the environment.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. As used in this Agreement, “Equity Interests” shall not include convertible debt unless and until such debt has been converted to capital stock.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder from time to time in effect.

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“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414(b), (c), (m) or (o) of the Code.

“Event of Default” is defined in Section 11.

“Excluded Subsidiaries” means, collectively, (a) any Financing Subsidiary, (b) any bankruptcy remote special purpose vehicle, (c) any Person that constitutes an Investment held by the Company that is not, under generally accepted accounting principles in the United States, consolidated on the financial statements of the Company and its Subsidiaries, or (d) any Subsidiary or direct holding company of any of the foregoing.

“Existing Credit Facility” is defined in Section 9.11(a).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Financing Subsidiary” means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

“Foreign Subsidiary” means any Subsidiary of the Company that is a Controlled Foreign Corporation or a Subsidiary of a Controlled Foreign Corporation.

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“GAAP” means (a) generally accepted accounting principles as in effect from time to time in the United States of America and (b) for purposes of Section 9.6, with respect to any Subsidiary, generally accepted accounting principles (including International Financial Reporting Standards, as applicable) as in effect from time to time in the jurisdiction of organization of such Subsidiary.

“Goldman Sachs” means Goldman Sachs & Co. LLC.

“Governmental Authority” means

(a) the government of

(i) the United States of America or any state or other political subdivision thereof, or

(ii) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

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“Guaranty” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guaranty shall not include (i) “bad boy” guaranties and (ii) endorsements for collection or deposit in the ordinary course of business or customary indemnification agreements entered into in the ordinary course of business in connection with obligations that do not constitute Indebtedness. The amount of any Guaranty at any time shall be deemed to be an amount equal to the maximum stated or determinable amount of the primary obligation in respect of which such Guaranty is incurred, unless the terms of such Guaranty expressly provide that the maximum amount for which such Person may be liable thereunder is a lesser amount (in which case the amount of such Guaranty shall be deemed to be an amount equal to such lesser amount).

“Hazardous Materials” means any and all pollutants, contaminants, or toxic or hazardous wastes or substances which are regulated by Environmental Law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, or petroleum products.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Section 7, Section 12, Section 17.2 and Section 18 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

“Incorporated Covenant” is defined in Section 9.11(b).

“Indebtedness” with respect to any Person means, at any time, without duplication,

(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

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(e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f) the aggregate Swap Termination Value of all Swap Contracts of such Person; and

(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP. Notwithstanding the foregoing, “Indebtedness” shall not include (x) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (y) a commitment arising in the ordinary course of business to make a future Portfolio Investment or fund the delayed draw or unfunded portion of any existing Portfolio Investment or (z) indebtedness of an Obligor on account of the sale by an Obligor of the first out tranche of any debt Portfolio Investment that is entitled to the benefit of a first lien that arises solely as an accounting matter under ASC 860, provided that such indebtedness (i) is non-recourse to the Company and its Subsidiaries and (ii) would not represent a claim against the Company or any of its Subsidiaries in a bankruptcy, insolvency or liquidation proceeding of the Company or its Subsidiaries, in each case in excess of the amount sold or purportedly sold.

“INHAM Exemption” is defined in Section 6.2(e).

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Interest Coverage Ratio” means, as of any date of determination, the ratio, determined on a consolidated basis for the Company and its subsidiaries, without duplication, of (a) Net Investment Income of the Company and its subsidiaries for the four consecutive fiscal quarters then ended, plus interest expense to (b) interest expense for such period.

“Investment Company Act” means the Investment Company Act of 1940.

“Investment Grade” means a rating of at least “BBB-” (or its equivalent) or higher by Egan-Jones Ratings Co., or its equivalent by any other NRSRO without giving effect to any credit watch.

“Investment Management Agreement” means that certain Second Amended and Restated Investment Advisory Agreement between the Company and BCSF Advisors, LP.

“Investment Manager” means BCSF Advisors, LP, in its capacity as “Advisor” under the Investment Management Agreement. Each reference herein to the Investment Manager shall be deemed to constitute a reference as well to any agent of the Investment Manager and to any other Person to whom the Investment Manager has delegated any of its duties under the Investment Management Agreement in accordance with the terms thereof (as in effect at the date of this Agreement), in each case during such time as and to the extent that such agent or other Person is performing such duties.

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“Investment Policies” means, with respect to the Company, the investment objectives, policies, restrictions and limitations as the same may be changed, altered, expanded, amended, modified, terminated or restated from time to time.

“Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person (including convertible securities) or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); or (c) Swap Contracts.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements but, in the case of Portfolio Investments that are equity securities, excluding customary drag-along, tag-along, right of first refusal and other similar rights in favor of other equity holders of the same issuer, provided that “Lien” does not include conditional purchase rights of joint venturers or similar program participants in connection with investment origination activities). For the avoidance of doubt, in the case of Investments that are loans or other debt obligations, customary restrictions on assignments or transfers thereof on customary and market based terms pursuant to the underlying documentation relating to such Investment shall not be deemed to be a “Lien”.

“Make-Whole Amount” is defined in Section 8.6.

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, financial condition, assets or properties of the Company and its Subsidiaries (other than Excluded Subsidiaries) taken as a whole (excluding in any case a decline in the net asset value of the Company or its Subsidiaries or a change in general market conditions or values of the portfolio investments of the Company and its Subsidiaries (taken as a whole)), (b) the ability of the Company to perform its obligations under this Agreement and the Notes, (c) the ability of any Subsidiary Guarantor to perform its obligations under its Subsidiary Guaranty, or (d) the validity or enforceability of this Agreement, the Notes or any Subsidiary Guaranty.

“Material Credit Facility” means, as to the Company and its Subsidiaries, any agreement(s) creating or evidencing indebtedness for borrowed money (other than bonds, converts or public offerings of debt investments) entered into on or after the date of Closing by the Company or any Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary), or in respect of which the Company or any Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary) is an obligor or otherwise provides a guarantee or other credit support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than $50,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency).

“Maturity Date” is defined in the first paragraph of each Note.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

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“More Favorable Covenant” is defined in Section 9.11(a).

“Most Favored Lender Notice” means, in respect of any More Favorable Covenant, a written notice to each of the holders of the Notes delivered promptly, and in any event within five Business Days after the inclusion of such More Favorable Covenant in any Other Facility (including by way of amendment or other modification of any existing provision thereof) from a Senior Financial Officer of the Company referring to the provisions and setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners.

“Net Investment Income” means, with respect to any period, net investment income determined in accordance with GAAP.

“Non-U.S. Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States of America by the Company or any Subsidiary primarily for the benefit of employees of the Company or one or more Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

“Notes” is defined in Section 1.

“NRSRO” means a Nationally Recognized Statistical Rating Organization so designated by the SEC whose status has been confirmed by the SVO.

“Obligors” means, collectively, the Company and the Subsidiary Guarantors.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“Other Credit Facility” is defined in Section 9.11(a).

“Paying Agent” shall mean U.S. Bank National Association, as paying agent, registrar and transfer agent under the Paying Agency Agreement and any successor thereunder.

“Paying Agent Agreement” shall mean the Paying Agent and Transfer Agent Services and Registrar Agreement dated as of June 5, 2020 by and between the Company and the Paying Agent.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

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“Pension Plan” means any Plan that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA.

“Permitted Holders” means (i) BCSF Advisors, LP, (ii) any Affiliate of BCSF Advisors, LP or Bain Capital Credit, LP or (iii) any entity that is managed by any of the foregoing in clause (i) or (ii) that is organized under the laws of a jurisdiction located in the United States of America.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or governmental authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title IV of ERISA (other than a Multiemployer Plan) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate has any liability.

“Portfolio Investment” means any Investment held by the Company and its subsidiaries in their asset portfolio (and, for the avoidance of doubt, shall not include any Subsidiary of the Company).

“Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.

“Presentation” is defined in Section 5.3.

“Private Placement Agent” means any company organized as a “broker” or “dealer” (as each such term is defined in Section 3(a), (4) and (5), respectively, of the Exchange Act) of recognized national standing regularly engaged as an intermediary in the placement or sale to and among Institutional Investors of Indebtedness Securities exempt from registration under the Securities Act.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“PTE” is defined in Section 6.2(a).

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2) and any Substitute Purchaser (so long as any such substitution complies with Section 21), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 or as the result of a substitution pursuant to Section 21 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“Purchaser Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“QPAM Exemption” is defined in Section 6.2(d).

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“Rating” means a public rating of a Series of Notes, which rating shall specifically describe the Notes, including their interest rate, maturity and Private Placement Number, issued by an NRSRO.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor and (c) is not a Competitor.

“Relevant Covenant” means any covenant (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) that requires the Company or the Company and its subsidiaries to achieve or maintain a stated level of financial condition or performance and includes any requirement that the Company or any subsidiary:

(a) maintain a specified level of net worth, shareholders’ equity, total assets, cash flow or net income;

(b) maintain any relationship of any component of its capital structure to any other component thereof (including the relationship of Indebtedness, senior Indebtedness or subordinated Indebtedness to total capitalization or to net worth);

(c) maintain any measure of its ability to service its Indebtedness (including exceeding any specified ratio of revenues, cash flow or net income to Indebtedness, interest expense, rental expense, capital expenditures and/or scheduled payments of Indebtedness); or

(d) not to exceed any maximum level of indebtedness.

“Required Holders” means at any time on or after the Closing, the holders of greater than 50.0% in principal amount of each Series of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates) , provided, that at any time at which there are two or more holders of the Notes (exclusive of Notes then owned by the Company or any of its Affiliates), Required Holders shall require the consent of not less than two holders of Notes.

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., a New York corporation, or any successor thereto.

“SBA” means the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions thereof.

“SBIC Subsidiary” means any subsidiary of the Company (or such subsidiary’s general partner or manager entity) that is (x) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, and (y) designated in writing by the Company (as provided below) as an SBIC Subsidiary, so long as:

(i) other than pursuant to a Permitted SBIC Guarantee or the requirement by the SBA that the Company make an equity or capital contribution to the SBIC Subsidiary in connection with its incurrence of SBA Indebtedness (provided that such contribution is permitted by Section 10.1(e) and is made substantially contemporaneously with such incurrence), no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Person (i) is Guaranteed by the Company or any of its subsidiaries (other than any SBIC Subsidiary), (ii) is recourse to or obligates the Company or any of its subsidiaries (other than any SBIC Subsidiary) in any way, or (iii) subjects any property of the Company or any of its subsidiaries (other than any SBIC Subsidiary) to the satisfaction thereof;

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(ii) neither the Company nor any of its subsidiaries (other than any SBIC Subsidiary) has any obligation to such Person to maintain or preserve its financial condition or cause it to achieve certain levels of operating results; and

(iii) such Person has not Guaranteed or become a co-borrower under, and has not granted a security interest in any of its properties to secure, and the Equity Interests it has issued are not pledged to secure, in each case, any indebtedness, liabilities or obligations of any one or more of the Obligors.

Any designation by the Company under clause (y) above shall be effected pursuant to a certificate of a Senior Financial Officer delivered to the Purchasers, which certificate shall include a statement to the effect that, to such Senior Financial Officer’s knowledge, such designation complied with the foregoing conditions.

“SEC” means the Securities and Exchange Commission of the United States of America.

“SEC Filings” means the written information contained in the Company’s SEC filings that were made prior to the date of this Agreement or any Supplement, as applicable.

“SEC Relief Action” means actions taken by the Company pursuant to and expressly permitted by the SEC Relief Order.

“SEC Relief Order” means SEC Release No. 33837 dated April 8, 2020 promulgating an order under Section 6(c), 17(d), 38(a) and 57(i) of the Investment Company Act and any extensions, renewals or amendments thereto.

“SEC Relief Requirements” with respect to any SEC Relief Actions shall be satisfied if each of the following shall be true at all times after the taking of such SEC Relief Actions: (i) the SEC Relief Order is in effect; (ii) the Company has elected to rely on the SEC Relief Order, (iii) such SEC Relief Actions are in reliance on the SEC Relief Order; and (iv) the Company is in compliance in all material respects with all requirements relating thereto as required by the SEC Relief Order.

“Section 8.8 Proposed Prepayment Date” is defined in Section 8.8(b).

“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Senior Securities” means senior securities (as such term is defined and determined pursuant to the Investment Company Act and any orders of the SEC issued to the Company thereunder).

“Series” means any series of Notes issued pursuant to this Agreement or any Supplement hereto.

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“Series 2020 Notes” is defined in Section 1 of this Agreement.

“Shareholders’ Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of shareholders’ equity or net assets, as applicable, for the Company and its consolidated Subsidiaries at such date.

“Significant Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the meaning specified in Rule 1-02(w) of Regulation S-X, promulgated under the Securities Act) of the Company, excluding any Subsidiary of the Company (a) which is a non-recourse or limited recourse subsidiary, (b) which is a bankruptcy remote special purpose vehicle, (c) that is not consolidated with the Company for purposes of GAAP, or (d) which is an Excluded Subsidiary; provided that each Subsidiary Guarantor shall be deemed to be a “Significant Subsidiary”.

“Source” is defined in Section 6.2.

“Special Equity Interest” means any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest provided that such Lien was created to secure Indebtedness owing by such issuer to such creditors.

“Standard Securitization Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related performance guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase price credits for breach of representations and warranties referred to in clause (c), and (c) representations, warranties, covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary in commercial loan or securitization transactions (in each case in clauses (a), (b) and (c) excluding obligations related to the collectability of the assets sold or the creditworthiness of the underlying obligors and excluding obligations that constitute credit recourse).

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Structured Subsidiary” means:

(a) a direct or indirect subsidiary of the Company to which any Obligor sells, conveys or otherwise transfers (whether directly or indirectly) portfolio investments or which makes or purchases portfolio investments, which is formed in connection with such Subsidiary obtaining and maintaining third-party financing from unaffiliated third parties, and which engages in no material activities other than in connection with the purchase and financing of such assets, and which is designated by the Company (as provided below) as a Structured Subsidiary; and, so long as:

(i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary (i) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property of any Obligor, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof; and

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(ii) no Obligor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results; and

(b) any passive holding company that is designated by the Company (as provided below) as a Structured Subsidiary, so long as:

(i) such passive holding company is the direct parent of a Structured Subsidiary referred to in clause (a);

(ii) such passive holding company engages in no activities and has no assets (other than in connection with the transfer of assets to and from a Structured Subsidiary referred to in clause (a), and its ownership of all of the Equity Interests of a Structured Subsidiary referred to in clause (a)) or liabilities;

(iii) all of the Equity Interests of such passive holding company are owned directly by an Obligor;

(iv) no Obligor has any contract, agreement, arrangement or understanding with such passive holding company; and

(v) no Obligor has any obligation to maintain or preserve such passive holding company’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Company shall be effected pursuant to a certificate of a Senior Financial Officer delivered to the Purchasers, which certificate shall include a statement to the effect that, to such Senior Financial Officer’s knowledge, such designation complied with the applicable foregoing conditions. Each Subsidiary of a Structured Subsidiary shall be deemed to be a Structured Subsidiary and shall comply with the foregoing requirements of this definition.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Anything herein to the contrary notwithstanding, the term “Subsidiary” shall not include any Excluded Subsidiary. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Subsidiary Guarantor” means each Subsidiary that has executed and delivered a Subsidiary Guaranty or joinder thereto.

“Subsidiary Guaranty” is defined in Section 9.7(a)(i).

“Substitute Purchaser” is defined in Section 21.

“Successful Equity Offering” means the Company has issued and sold at least 12,912,453 shares of its common stock since the date of this Agreement.

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“Supplement” is defined in Section 2.2.

“SVO” means the Securities Valuation Office of the NAIC.

“Swap Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“tranche” means all Notes of a Series having the same maturity, interest rate, currency and schedule for mandatory prepayments.

“Unencumbered Asset Coverage Ratio” means, as of any date, on a consolidated basis for the Company and its consolidated subsidiaries, the ratio of (a) Unencumbered Assets on such date to (b) Unsecured Debt on such date. For clarity, the calculation of the Unencumbered Asset Coverage Ratio (and any defined term used in this definition) with respect to the Company shall be made in accordance with any exemptive order issued by, or exemptive relief granted by, the SEC with respect to the indebtedness of any SBIC Subsidiary. For the avoidance of doubt, for purposes of this definition and any defined term used in this definition, (x) in no event shall liabilities or indebtedness include any unfunded commitment and (y) the outstanding utilized notional amount of any total return swap, in each case less the value of the margin posted by the Company or any of its consolidated subsidiaries thereunder at such time shall be treated as a Senior Security of the Company for the purposes of calculating the Unencumbered Asset Coverage Ratio.

“Unencumbered Assets” means (i) the value of total assets of the Company and its consolidated subsidiaries that are not secured by a Lien (other than Liens not prohibited by Section 10.5), including, without duplication, the value of any equity interests owned by the Company, directly or indirectly, in a consolidated subsidiary, less (ii) all unsecured liabilities and unsecured indebtedness not represented by Senior Securities of the Company.

“United States person” has the meaning set forth in Section 7701(a)(30) of the Code.

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“Unsecured Debt” means the aggregate amount of Senior Securities representing unsecured indebtedness of the Company (each as determined pursuant to the Investment Company Act and any orders of the SEC issued to the Company thereunder); provided that, with respect to that certain Revolving Loan Agreement, dated March 27, 2020, by and between the Company, as borrower, and BCSF Advisors, LP, as lender (as may be amended from time to time), “Unsecured Debt” shall only include the amount actually drawn.

“Unsecured Indebtedness” means the Indebtedness of the Company with a final maturity greater than one year from the date of determination outstanding at any time that is not secured in any manner by any Lien on assets of the Company or any of its Subsidiaries.

“Unsuccessful Equity Offering” means that on or prior to June 10, 2020 the Company has not received subscriptions for at least 12,912,453 shares of its common stock pursuant to a prospectus dated May 8, 2020 and filed with the SEC.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

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SCHEDULE 1

[Form of SERIES 2020 SENIOR Note DUE 2023]

BAIN CAPITAL SPECIALTY FINANCE, INC.

SERIES 2020 Senior Note Due 2023

No. [_____]		June 10, 2020
$[_______]		PPN[______________]

For Value Received, the undersigned, BAIN CAPITAL SPECIALTY FINANCE, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on June 10, 2023 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate per annum equal to the Applicable Coupon in effect on each day from the date hereof, payable semiannually, on the 10^th day of June and December in each year, commencing with the June or December next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at U.S. Bank National Association, as Paying Agent to the Company, in Boston, Massachusetts or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Master Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Purchase Agreement, dated June 10, 2020 (as from time to time amended, supplemented or modified, the “Master Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Master Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Master Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Master Note Purchase Agreement.

This Note is a registered Note and, as provided in the Master Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Master Note Purchase Agreement, but not otherwise.

Schedule 1
(to Master Note Purchase Agreement)

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Master Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

BAIN CAPITAL SPECIALTY FINANCE, INC.

	By
		Name:
		Title:

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EX-10.29 3 tm2020580d1_ex10-29.htm EXHIBIT 10.29

Exhibit 10.29

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Third Amendment to the Loan and Security Agreement (this "Amendment"), dated as of July 2, 2020, is entered into among BCSF COMPLETE FINANCING SOLUTION LLC (the "Company"), as borrower; the Financing Providers party hereto; WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity, the "Collateral Agent"); WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral administrator (in such capacity, the "Collateral Administrator"); WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as securities intermediary (in such capacity, the "Securities Intermediary"); WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank (in such capacity, the "Bank"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers (in such capacity, the "Administrative Agent"). Reference is hereby made to the Loan and Security Agreement (as amended by the First Amendment, dated as of January 29, 2020 and as further amended or modified from time to time, the "Loan and Security Agreement"), dated as of April 30, 2019, among parties hereto. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Loan and Security Agreement.

WHEREAS, the parties hereto are parties to the Loan and Security Agreement;

WHEREAS, the parties hereto desire to amend the terms of the Loan and Security Agreement in accordance with Section 10.05 thereof as provided for herein; and

ACCORDINGLY, the Loan and Security Agreement is hereby amended as follows:

SECTION 1. AMENDMENTS TO THE LOAN AND SECURITY AGREEMENT

(a) The definition of the term "Non-Call Period End Date" in the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"Non-Call Period End Date" means the earlier of (i) the date on which a Non-Call Termination Event occurs and (ii) January 2, 2022.

(b) The definition of the term "Compliance Condition" in Schedule 9 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"Compliance Condition" means, on any date of determination, a condition that is satisfied if the LTV Ratio is less than or equal to 58.5%.

(c) The definition of the term "Maintenance LTV Ratio" in Schedule 9 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"Maintenance LTV Ratio" means 63.5%.

(d) Section 2.03(e) of the Loan Agreement is hereby amended by inserting "or a prepayment in respect of a Revolving Loan" immediately after the "by the Company and not from the proceeds of an Advance" contained therein.

(e) Section 4.02(a) of the Loan Agreement is hereby amended by inserting the following text immediately prior to the period at the end of such section:

"; provided, further that Principal Proceeds received in respect of Revolving Loans may be deposited into the Unfunded Exposure Account at the direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Cure Failure, the Administrative Agent) to the extent necessary to cure or reduce the amount of any Unfunded Exposure Shortfall existing at such time (or, in the case of any Unfunded Exposure Amount in respect of a Portfolio Investment denominated in a Permitted Non-USD Currency, into the applicable Permitted Non-USD Currency Account)."

(f) Section 6.02(p) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"(p) except as expressly set forth herein, shall not make any Restricted Payments without the prior written consent of the Administrative Agent; provided that (i) the Company may make Permitted Distributions, (ii) the Company may make Restricted Payments from the Excluded Permitted Distribution Account, and (iii) provided that, immediately prior thereto and after giving effect thereto (x) the Compliance Condition is satisfied, (y) no Default or Event of Default shall have occurred and be continuing and (z) no Market Value Cure Failure shall have occurred, the Company may assign one or more Revolving Loans to the Parent as a non-cash dividend, in any case of clauses (i), (ii) or (iii), without such consent."

(g) Section 8.01(a) of the Loan Agreement is hereby amended by inserting "(or with Principal Proceeds as described in the second proviso to Section 4.02(a))" immediately after the "The company may (x) make deposits into any Account other than deposits from Principal Proceeds" contained therein.

SECTION 2. CONDITIONS PRECEDENT. It shall be a condition precedent to the effectiveness of the amendments set forth in Section 1 of this Amendment that each of the following conditions is satisfied:

(a) The Administrative Agent shall have received (i) executed counterparts of this Amendment from each party hereto.

(b) The Administrative Agent shall have received a certificate of an officer of the Company in form and substance reasonably satisfactory to the Administrative Agent to the effect that, as of the date of this Amendment: (i) all of the representations and warranties set forth in Section 6.01 of the Loan and Security Agreement are true and correct (subject to any materiality qualifiers set forth therein) and (ii) no Default, Event of Default or Market Value Cure Failure has occurred.

(c) The aggregate outstanding principal amount of the Advances does not exceed the Financing Commitment as in effect upon the effectiveness of this Amendment.

(d) The Administrative Agent shall have received an opinion of counsel to the Company in form and substance reasonably satisfactory to the Administrative Agent relating to the enforceability of this Amendment and certain corporate matters with respect to the Company.

SECTION 3. MISCELLANEOUS.

(a) The Required Financing Providers' execution of this Amendment shall constitute the written consent required under Section 10.05 of the Loan and Security Agreement.

(b) The parties hereto hereby agree that, except as specifically amended herein, the Loan and Security Agreement is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan and Security Agreement, or constitute a waiver of any provision of any other agreement.

(d) This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

(e) Subject to the satisfaction of the conditions precedent specified in Section 2 above, this Amendment shall be effective as of the date of this Amendment first written above.

(f) The Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Bank assume no responsibility for the correctness of the recitals contained herein, and the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Bank shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Bank shall be entitled to the benefit of every provision of the Loan and Security Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Bank, including their right to be compensated, reimbursed and indemnified, whether or not elsewhere herein so provided. The Administrative Agent, by its signature hereto, authorizes and directs the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Bank to execute this Amendment.

Exhibit 10.29

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

	BCSF COMPLETE FINANCING SOLUTION LLC, as Company

	By:
		Name:
		Title:

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent

	By:
		Name:
		Title:

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary

	By:
		Name:
		Title:

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Bank

	By:
		Name:
		Title:

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Administrator

	By:
		Name:
		Title:

	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent

	By:
		Name:
		Title:

	The Financing Providers

	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender

	By:
		Name:
		Title:

EX-31.1 4 tm2020580d1_ex31-1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael A. Ewald, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Bain Capital Specialty Finance, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused, such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2020

	/s/ Michael A. Ewald
	Michael A. Ewald
	Chief Executive Officer
	Bain Capital Specialty Finance, Inc.

EX-31.2 5 tm2020580d1_ex31-2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sally F. Dornaus, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Bain Capital Specialty Finance, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused, such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2020

	/s/ Sally F. Dornaus
	Sally F. Dornaus
	Chief Financial Officer
	Bain Capital Specialty Finance, Inc.

EX-32 6 tm2020580d1_ex32.htm EXHIBIT 32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bain Capital Specialty Finance, Inc. (the “Company”) for the quarterly period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Ewald, Chief Executive Officer of the Company, and I, Sally F. Dornaus, Chief Financial Officer of the Company, each certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2020

	/s/ Michael A. Ewald
	Michael A. Ewald
	Chief Executive Officer
	Bain Capital Specialty Finance, Inc.

	/s/ Sally F. Dornaus
	Sally F. Dornaus
	Chief Financial Officer
	Bain Capital Specialty Finance, Inc.

FIRE: Finance	Allworth Financial Group, L.P. ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.50%	6.93	%	12/31/2025	$	486		464			438
	Allworth Financial Group, L.P. ^{(7) (15) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	12/31/2025	$	14,994		14,857			14,694
								FIRE: Finance Total	$	15,321		$	15,132		1.5	%


FIRE: Insurance	Ivy Finco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.75	%	5/19/2025	£	7,217		8,966			8,733
	Ivy Finco Limited ^{(3) (6) (18) (19)}	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.70	%	5/19/2025	£	5,804		7,156			6,988
	Margaux Acquisition Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw	L+ 5.50%	6.63	%	12/19/2024	$	7,904		7,846			7,462
	Margaux Acquisition, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.50%	6.50	%	12/19/2024	$	2,872		2,818			2,736
	Margaux Acquisition Inc. ^{(7) (12) (15) (19) (29)}	First Lien Senior Secured Loan	L+ 5.50%	6.93	%	12/19/2024	$	28,771		28,292			27,404
	Margaux UK Finance Limited ^{(3) (6) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver	GBP LIBOR+ 5.50%	6.50	%	12/19/2024	£	495		567			603
	Margaux UK Finance Limited ^{(6) (15) (19) (21)}	First Lien Senior Secured Loan	GBP LIBOR+ 5.50%	6.50	%	12/19/2024	£	7,667		9,833			9,325
								FIRE: Insurance Total	$	65,478		$	63,251		6.2	%

FIRE: Real Estate	Spectre (Carrisbrook House) Limited ^{(6) (15) (19)}	First Lien Senior Secured Loan	EURIBOR+ 7.50%	8.50	%	8/9/2021	€	9,300		10,834			10,456
								FIRE: Real Estate Total	$	10,834		$	10,456		1.0	%

Forest Products & Paper	Solenis International LLC ^{(18) (21)}	Second Lien Senior Secured Loan	L+ 8.50%	8.86	%	6/26/2026	$	10,601		10,318			9,273
								Forest Products & Paper Total	$	10,318		$	9,273		0.9	%

Healthcare & Pharmaceuticals	CB Titan Holdings, Inc. ^{(14) (19) (25)}	Preferred Equity	-	-		-		1,953		1,953			2,784
	CPS Group Holdings, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.50%	6.93	%	3/3/2025	$	4,933		4,863			4,933
	CPS Group Holdings, Inc. ^{(7) (15) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 5.50%	6.50	%	3/3/2025	$	55,626		55,154			55,626
	Datix Bidco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan - Revolver	GBP LIBOR+ 4.50%	5.22	%	10/28/2024	£	973		1,153			1,168
	Datix Bidco Limited ^{(6) (18) (19) (21)}	Second Lien Senior Secured Loan	GBP LIBOR+ 7.75%	8.43	%	4/27/2026	£	12,134		16,324			14,683
	Datix Bidco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan	BBSW+ 4.50%	4.68	%	4/28/2025	AUD	4,212		3,209			2,815
	Golden State Buyer, Inc. ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan	L+ 4.75%	4.93	%	6/22/2026	$	15,153		15,019			14,774
	Great Expressions Dental Centers PC ^{(15) (19) (34)}	First Lien Senior Secured Loan - Revolver	L+ 4.75% (0.5% PIK)	6.38	%	9/28/2022	$	1,173		1,167			880
	Great Expressions Dental Centers PC ^{(12) (15) (19) (34)}	First Lien Senior Secured Loan	L+ 5.25%	6.25	%	9/28/2023	$	7,715		7,654			5,786
	Island Medical Management Holdings, LLC^{(15) (19) (29)}	First Lien Senior Secured Loan	L+ 6.50%	7.50	%	9/1/2022	$	9,107		9,036			7,946
	Medical Depot Holdings, Inc. ^{(12) (15) (21) (34)}	First Lien Senior Secured Loan	L+ 7.50%	8.50	%	1/3/2023	$	16,353		15,279			9,555
	Mendel Bidco, Inc. ^{(18) (19) (21)}	First Lien Senior Secured Loan	EURIBOR+ 4.50%	4.50	%	6/17/2027	€	10,033		11,148			11,111
	Mendel Bidco, Inc. ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan	L+ 4.50%	4.78	%	6/17/2027	$	19,966		19,515			19,267
	Mertus 522. GmbH ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan - Delayed Draw	EURIBOR+ 5.75%	5.75	%	5/28/2026	€	13,131		14,105			14,468
	Mertus 522. GmbH ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan	EURIBOR+ 5.75%	5.75	%	5/28/2026	€	22,468		24,582			24,756
	TecoStar Holdings, Inc. ^{(12) (15) (19) (21) (29)}	Second Lien Senior Secured Loan	L+ 8.50%	9.68	%	11/1/2024	$	9,472		9,301			9,188
	U.S. Anesthesia Partners, Inc. ^{(12) (15) (19) (21)}	Second Lien Senior Secured Loan	L+ 7.25%	8.25	%	6/23/2025	$	16,520		16,350			15,364
								Healthcare & Pharmaceuticals Total	$	225,812		$	215,104		21.1	%

High Tech Industries	AMI US Holdings Inc. ^{(3) (6) (12) (15) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.25%	6.36	%	4/1/2024	$	1,605		1,578			1,579
	AMI US Holdings Inc. ^{(6) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 5.25%	6.34	%	4/1/2025	$	13,091		12,872			12,895
	Appriss Holdings, Inc. ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.50%	5.68	%	5/30/2025	$	2,329		2,275			2,140
	Appriss Holdings, Inc. ^{(7) (18) (19) (21)}	First Lien Senior Secured Loan	L+ 5.50%	5.82	%	5/29/2026	$	48,631		48,076			46,685
	CB Nike IntermediateCo Ltd ^{(3) (5) (6) (15) (19) (21)}	First Lien Senior Secured Loan - Revolver	-	-		10/31/2025	$	-		(79	)		-
	CB Nike IntermediateCo Ltd ^{(6) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	10/31/2025	$	35,245		34,612			35,245
	CMI Marketing Inc ^{(3) (5) (15) (19) (29)}	First Lien Senior Secured Loan - Revolver	-	-		5/24/2023	$	-		(12	)		-
	CMI Marketing Inc ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan	L+ 4.50%	5.50	%	5/24/2024	$	15,178		15,071			15,178
	Drilling Info Holdings, Inc ^{(12) (18) (21) (29)}	First Lien Senior Secured Loan	L+ 4.25%	4.43	%	7/30/2025	$	22,495		22,425			20,639
	Element Buyer, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw	L+ 5.25%	6.25	%	7/18/2025	$	11,248		11,275			10,939
	Element Buyer, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.25%	6.25	%	7/19/2024	$	4,250		4,191			4,133
	Element Buyer, Inc. ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan	L+ 5.25%	6.25	%	7/18/2025	$	37,581		37,880			36,548
	Everest Bidco ^{(6) (15) (19) (21)}	Second Lien Senior Secured Loan	GBP LIBOR+ 7.50%	8.50	%	7/3/2026	£	10,216		13,116			12,394
	MeridianLink, Inc. ^{(15) (29)}	First Lien Senior Secured Loan	L+ 3.75%	4.82	%	5/30/2025	$	1,816		1,797			1,770
	MRI Software LLC ^{(7) (15) (19) (28)}	First Lien Senior Secured Loan	L+ 5.50%	6.57	%	2/10/2026	$	24,484		24,385			24,424
	MRI Software LLC ^{(2) (5) (3) (15) (19) (28)}	First Lien Senior Secured Loan - Delayed Draw	-	-		2/10/2026	$	-		(19	)		(13	)
	MRI Software LLC ^{(2) (3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver	-	-		2/10/2026	$	-		42			(4	)
	Netsmart Technologies, Inc. ^{(15) (21)}	Second Lien Senior Secured Loan	L+ 7.50%	8.50	%	10/19/2023	$	2,749		2,749			2,360
	nThrive, Inc. ^{(15) (19) (21)}	Second Lien Senior Secured Loan	L+ 9.75%	10.75	%	4/20/2023	$	8,000		7,989			6,940
	Park Place Technologies ^{(15) (19) (21)}	Second Lien Senior Secured Loan	L+ 8.00%	9.00	%	3/30/2026	$	6,733		6,687			6,363
	Symplr Software, Inc. ^{(7) (18) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.50%	5.81	%	11/30/2023	$	4,965		4,914			4,766
	Symplr Software, Inc. ^{(7) (18) (19) (21)}	First Lien Senior Secured Loan	L+ 5.50%	6.57	%	11/28/2025	$	60,751		59,965			58,321
	Utimaco, Inc. ^{(6) (18) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 4.50%	5.16	%	8/9/2027	$	14,849		14,515			14,478
	Ventiv Topco, Inc. ^{(14) (19) (25)}	Equity Interest	-	-		-		28		2,833			2,868
	Ventiv Holdco, Inc. ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.50%	5.67	%	9/3/2025	$	426		380			342
	Ventiv Holdco, Inc. ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan	L+ 5.50%	6.57	%	9/3/2025	$	24,178		23,852			23,573
	VPARK BIDCO AB ^{(6) (16) (19) (21)}	First Lien Senior Secured Loan	CIBOR+ 4.00%	4.75	%	3/10/2025	DKK	56,999		9,176			8,600
	VPARK BIDCO AB ^{(6) (16) (19) (21)}	First Lien Senior Secured Loan	NIBOR+ 4.00%	4.99	%	3/10/2025	NOK	74,020		9,208			7,679
	Zywave, Inc. ^{(3) (15) (19) (29)}	First Lien Senior Secured Loan - Revolver	L+ 5.00%	6.00	%	11/17/2022	$	320		312			310
	Zywave, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	11/17/2022	$	17,281		17,209			17,151
								High Tech Industries Total	$	389,274		$	378,303		37.1	%

Hotel, Gaming & Leisure	Aimbridge Acquisition Co., Inc. ^{(12) (18) (19) (21) (29)}	Second Lien Senior Secured Loan	L+ 7.50%	8.93	%	2/1/2027	$	20,193		19,681			17,820
	Captain D's LLC ^{(3) (15) (19)(34)}	First Lien Senior Secured Loan - Revolver	L+ 4.50%	5.50	%	12/15/2023	$	1,393		1,382			1,332
	Captain D's LLC ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan	L+ 4.50%	5.50	%	12/15/2023	$	13,080		12,993			12,655
	Quidditch Acquisition, Inc. ^{(12) (15) (29)}	First Lien Senior Secured Loan	L+ 7.00%	8.00	%	3/21/2025	$	18,929		18,914			16,910
								Hotel, Gaming & Leisure Total	$	52,970		$	48,717		4.9	%

Media: Advertising, Printing & Publishing	A-L Parent LLC ^{(12) (15) (21)}	Second Lien Senior Secured Loan	L+ 7.25%	8.25	%	12/2/2024	$	4,050		4,022			2,278
	Ansira Holdings, Inc. ^{(15) (19) (34)}	First Lien Senior Secured Loan - Delayed Draw	L+ 6.50%	7.50	%	12/20/2024	$	4,439		4,434			3,762
	Ansira Holdings, Inc. ^{(3) (19) (31)}	First Lien Senior Secured Loan - Revolver	P+ 4.75%	8.00	%	12/20/2024	$	2,833		2,833			2,833
	Ansira Holdings, Inc. ^{(7) (15) (19) (34)}	First Lien Senior Secured Loan	L+ 6.50%	7.50	%	12/20/2024	$	35,814		35,742			30,353
	Cruz Bay Publishing, Inc. ^{(3) (15) (19) (34)}	First Lien Senior Secured Loan - Delayed Draw	P+ 6.00%	9.25	%	2/1/2021	$	705		688			705
	Cruz Bay Publishing ^{(3) (15) (19)}	First Lien Senior Secured Loan - Revolver	P+ 4.00%	7.25	%	2/1/2021	$	2,833		2,833			2,833
	Cruz Bay Publishing, Inc. ^{(7) (15) (19) (34)}	First Lien Senior Secured Loan	P+ 4.75%	8.00	%	2/1/2021	$	3,871		3,871			3,871
	Cruz Bay Publishing, Inc. ^{(7) (15) (19) (34)}	First Lien Senior Secured Loan	P+ 5.75%	9.00	%	2/1/2021	$	1,293		1,293			1,293
								Media: Advertising, Printing & Publishing Total	$	55,716		$	47,928		4.7	%

Media: Broadcasting & Subscription	Vital Holdco Limited ^{(6) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	5/29/2026	$	35,357		34,606			34,650
	Vital Holdco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan	EURIBOR+ 5.00%	5.00	%	5/29/2026	€	7,917		8,629			8,723
								Media: Broadcasting & Subscription Total	$	43,235		$	43,373		4.2	%

Media: Diversified & Production	9 Story Media Group Inc. ^{(15) (19)}	First Lien Senior Secured Loan	L+ 4.00%	5.00	%	4/30/2026	$	1,090		1,079			1,079
	9 Story Media Group Inc. ^{(15) (19) (22)}	First Lien Last Out	L+ 7.00%	8.00	%	4/30/2026	$	1,005		964			964
	9 Story Media Group Inc. ^{(15) (19)}	First Lien Senior Secured Loan	CDOR+ 4.00%	5.00	%	4/30/2026	CAD	4,242		3,079			3,084
	9 Story Media Group Inc. ^{(15) (19) (22)}	First Lien Last Out	CDOR+ 7.00%	8.00	%	4/30/2026	CAD	3,942		2,779			2,779
	9 Story Media Group Inc. ^{(18) (19)}	First Lien Senior Secured Loan	EURIBOR+ 4.00%	4.00	%	4/30/2026	€	2,039		2,266			2,270
	9 Story Media Group Inc. ^{(18) (19) (22)}	First Lien Last Out	EURIBOR+ 7.00%	7.00	%	4/30/2026	€	1,918		2,070			2,070
	9 Story Media Group Inc. ^{(2) (3) (5) (15) (19)}	First Lien Senior Secured Loan - Revolver	-	-		4/30/2026	CAD	-		(3	)		(3	)
	Efficient Collaborative Retail Marketing Company, LLC ^{(3) (15) (19)}	First Lien Senior Secured Loan - Revolver	L+ 5.25%	6.25	%	6/15/2022	$	2,267		2,267			2,267
	Efficient Collaborative Retail Marketing Company, LLC ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan	L+ 6.75%	7.82	%	6/15/2022	$	15,095		15,167			14,642
	Efficient Collaborative Retail Marketing Company, LLC ^{(7) (15) (19)}	First Lien Senior Secured Loan	L+ 6.75%	7.82	%	6/15/2022	$	9,788		9,835			9,494
	International Entertainment Investments Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan	GBP LIBOR+ 4.75%	5.27	%	5/31/2023	£	8,686		10,641			10,322
								Media: Diversified & Production Total	$	50,144		$	48,968		4.8	%

Retail	Batteries Plus Holding Corporation ^{(3) (7) (19) (31)}	First Lien Senior Secured Loan - Revolver	P+ 5.75%	9.00	%	7/6/2022	$	1,898		1,898			1,845
	Batteries Plus Holding Corporation ^{(7) (15) (19)}	First Lien Senior Secured Loan	L+ 6.75%	7.75	%	7/6/2022	$	28,672		28,672			28,313
								Retail Total	$	30,570		$	30,158		3.0	%

Services: Business	AMCP Clean Acquisition Company, LLC ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan - Delayed Draw	L+ 4.25%	5.32	%	6/16/2025	$	3,874		3,867			2,877
	AMCP Clean Acquisition Company, LLC ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan	L+ 4.25%	5.32	%	6/16/2025	$	16,012		15,983			11,889
	Comet Bidco Limited ^{(6) (18) (21)}	First Lien Senior Secured Loan	GBP LIBOR+ 5.00%	5.73	%	9/30/2024	£	7,362		9,492			7,495
	Elevator Holdco Inc. ^{(14) (19) (25)}	Equity Interest	-	-		-		2		2,448			1,894
	Hightower Holding, LLC ^{(3) (5) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw	-	-		1/31/2025	$	-		(14	)		-
	Hightower Holding, LLC ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 5.00%	6.00	%	1/31/2025	$	34,416		34,278			34,416
	Refine Intermediate, Inc. ^{(3) (18) (19)}	First Lien Senior Secured Loan - Revolver	L+ 4.75%	4.84	%	9/3/2026	$	534		407			401
	Refine Intermediate, Inc. ^{(15) (19) (21)}	First Lien Senior Secured Loan	L+ 4.75%	5.75	%	3/3/2027	$	21,894		21,366			21,347
	SumUp Holdings Luxembourg S.à.r.l. ^{(6) (15) (19) (21)}	First Lien Senior Secured Loan	EURIBOR+ 8.00%	9.00	%	8/1/2024	€	15,957		17,687			17,895
	SumUp Holdings Luxembourg S.à.r.l. ^{(6) (15) (19) (21)}	First Lien Senior Secured Loan	EURIBOR+ 8.00%	9.00	%	8/1/2024	€	16,954		18,483			19,014
	TEI Holdings Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Revolver	L+ 6.00%	7.00	%	12/23/2025	$	4,528		4,482			4,131
	TEI Holdings Inc. ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan	L+ 6.00%	7.00	%	12/23/2026	$	48,804		48,175			44,534
	Valet Waste Holdings, Inc ^{(12) (18) (21) (29)}	First Lien Senior Secured Loan	L+ 3.75%	3.93	%	9/29/2025	$	21,268		21,232			20,099
								Services: Business Total	$	197,886		$	185,992		18.2	%