10-Q

ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 March 31, 2024


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

For the transition period from ___ to ___

Commission File Number: 814-01685

Senior Credit Investments, LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware	92-1313185
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
520 Madison Avenue, 12th Floor New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 284-3474

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

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

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

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


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

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

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

As of May 10, 2024, the registrant had 44,576 common units outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Consolidated Financial Statements	1
	Consolidated Statements of Assets and Liabilities as of March 31, 2024 and December 31, 2023 (Unaudited)	1
	Consolidated Statement of Operations for the three months ended March 31, 2024 (Unaudited)	2
	Consolidated Statement of Changes in Member’s Capital for the three months ended March 31, 2024 (Unaudited)	3
	Consolidated Statement of Cash Flows for the three months ended March 31, 2024 (Unaudited)	4
	Consolidated Schedule of Investments as of March 31, 2024 (Unaudited)	5
	Consolidated Schedule of Investments as of December 31, 2023 (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31

PART II.	OTHER INFORMATION	32

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
	Signatures	34

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

SENIOR CREDIT INVESTMENTS, LLC

Consolidated Statements of Assets and Liabilities (Unaudited)

(In thousands, except for unit and per unit data)


	March 31, 2024		December 31, 2023
Assets
Investments at fair value:
Non-controlled/non-affiliated investments (amortized cost of $116,541 and $105,495, at March 31, 2024 and December 31, 2023, respectively)	$	117,762	$	106,888
Cash and cash equivalents		29,512		39,094
Restricted cash		3,317		468
Interest receivable		900		529
Deferred financing costs		2,432		2,815
Deferred offering costs		466		635
Prepaid expenses and other assets		219		331
Total assets	$	154,608	$	150,760
Liabilities
Debt	$	68,302	$	66,294
Distributions payable		252		—
Interest payable		1,097		368
Due to Investment Adviser		1,596		1,625
Accrued expenses and other liabilities		473		693
Total liabilities	$	71,720	$	68,980
Commitments and contingencies (Note 9)
Member’s Capital
Common units (44,576 and 44,576 units issued and outstanding, at March 31, 2024 and December 31, 2023, respectively)	$	80,943	$	80,943
Accumulated distributable earnings		1,945		837
Total member’s capital	$	82,888	$	81,780
Total liabilities and member’s capital	$	154,608	$	150,760

Net Asset Value Per Unit
Net assets	$	82,888	$	81,780
Common units outstanding (1,000,000,000 units authorized, at March 31, 2024 and December 31, 2023, respectively)		44,576		44,576
Net asset value per unit	$	1,859.46	$	1,834.62

See accompanying notes to consolidated financial statements

SENIOR CREDIT INVESTMENTS, LLC

Consolidated Statement of Operations (Unaudited)

(In thousands, except for unit and per unit data)


	Three Months Ended March 31, 2024
Investment Income
Non-controlled/non-affiliated investments
Interest income	$	3,573
Other income		46
Total investment income		3,619
Operating Expenses
Interest and other financing expenses		1,290
Management fees		256
Income-based incentive fees		109
Capital gains incentive fees		(22	)
Other general and administrative expenses		797
Total expenses before Fee Waiver		2,430
Management fees waived		(256	)
Incentive fees waived		(87	)
Net expenses		2,087
Net investment income		1,532
Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation)
Net realized gain (loss):
Non-controlled/non-affiliated investments		—
Net realized gain		—
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments		(172	)
Net change in unrealized depreciation		(172	)
Net realized gain and change in unrealized depreciation		(172	)
Net Increase in Member’s Capital Resulting from Operations	$	1,360
Net Increase in Net Assets Resulting from Operations - Basic and Diluted (Note 8)	$	30.51
Weighted Average Units Outstanding (Note 8)		44,576

See accompanying notes to consolidated financial statements

SENIOR CREDIT INVESTMENTS, LLC

Consolidated Statement of Changes in Member’s Capital (Unaudited)

(In thousands, except for unit and per unit data)


	Three Months Ended March 31, 2024
Net Increase (Decrease) in Member’s Capital Resulting from Operations
Net investment income	$	1,532
Net realized gains in investments		—
Net change in unrealized depreciation		(172	)
Net increase in member’s capital resulting from operations		1,360

Distributions to Unitholders
Distributions declared		(252	)
Net decrease in member’s capital resulting from distributions to unitholders		(252	)

Capital Transactions
Issuance of common units		—
Net increase in member’s capital from common unit transactions		—

Member’s Capital
Total increase in member’s capital during the period		1,108
Member’s capital, beginning of period		81,780
Member’s Capital at End of Period	$	82,888

See accompanying notes to consolidated financial statements

SENIOR CREDIT INVESTMENTS, LLC

Consolidated Statement of Cash Flows (Unaudited)

(In thousands, except for unit and per unit data)


	Three Months Ended March 31, 2024
Operating Activities
Net increase in member’s capital resulting from operations	$	1,360
Adjustments to reconcile net increase in member’s capital resulting from operations to net cash used in operating activities:
Net realized gains on investments		—
Net change in unrealized depreciation on investments		172
Net accretion of discount and amortization of premium		(142	)
Amortization of deferred financing costs		129
Amortization of offering costs		169
Purchase of investments		(11,131	)
Proceeds from sale of investments and principal repayments		227
Changes in assets and liabilities:
Interest receivable		(371	)
Prepaid expenses and other assets		112
Interest payable		729
Due to Investment Adviser		(29	)
Accrued expenses and other liabilities		42
Net Cash Used in Operating Activities		(8,733	)
Financing Activities
Borrowings on debt		37,408
Repayments on debt		(35,400	)
Financing costs paid and deferred		(8	)
Net Cash Provided by Financing Activities		2,000
Cash and Cash Equivalents and Restricted Cash
Net decrease in cash and cash equivalents and restricted cash		(6,733	)
Cash and cash equivalents and restricted cash, beginning of period		39,562
Cash and cash equivalents and restricted cash, end of period	$	32,829

Supplemental Disclosure of Non-Cash Information
Cash paid for interest	$	432
Cash paid for taxes	$	8
Distributions payable	$	252

The following table presents cash and cash equivalents and restricted cash by category within the Consolidated Statements of Assets and Liabilities (in thousands):


	March 31, 2024
Cash and cash equivalents	$	29,512
Restricted cash		3,317
Cash and cash equivalents and restricted cash	$	32,829

See accompanying notes to consolidated financial statements

SENIOR CREDIT INVESTMENTS, LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands, except for unit and per unit data)


Portfolio Company	Investment Type	Reference Rate and Spread (1)	Maturity Date	Principal		Cost (2)			Fair Value (3)			% of Member’s Capital			Footnotes
Non-Controlled/Non-Affiliated Portfolio Company Investments (4)
First Lien Debt Investments
Aerospace & Defense
Qnnect, LLC	First Lien Term Loan	S + 7.00%	11/2/2029	$	1,278	$	1,241		$	1,278					6
Qnnect, LLC	First Lien Delayed Draw Term Loan	S + 7.00%	11/2/2029		159		53			159					5,6
					1,437		1,294			1,437			1.7	%
Banking, Finance, Insurance, and Real Estate
Galway Borrower, LLC	First Lien Delayed Draw Term Loan	S + 5.00%	9/29/2028		—		(31	)		(65	)				5
Galway Borrower, LLC	First Lien Revolver	S + 5.25%	9/29/2028		25		23			23					5,8
Higginbotham Insurance Agency, Inc.	First Lien Delayed Draw Term Loan	S + 5.50%	11/24/2028		4,506		4,367			4,506					7
Higginbotham Insurance Agency, Inc.	First Lien Delayed Draw Term Loan	S + 4.75%	11/24/2028		—		(29	)		(58	)				5
SG Acquisition, Inc.	First Lien Term Loan	S + 5.50%	1/27/2027		656		634			656					8
SitusAMC Holdings Corporation	First Lien Term Loan	S + 5.50%	12/22/2027		552		535			552					6
					5,739		5,499			5,614			6.8	%
Capital Equipment
Dwyer Instruments, LLC	First Lien Term Loan	S + 5.75%	7/21/2027		896		883			880					8
Dwyer Instruments, LLC	First Lien Delayed Draw Term Loan	S + 5.75%	7/21/2027		2,121		2,092			2,084					8
Dwyer Instruments, LLC	First Lien Term Loan	S + 5.75%	7/21/2027		2,816		2,764			2,767					8
Dwyer Instruments, LLC	First Lien Delayed Draw Term Loan	S + 5.75%	7/21/2027		—		(30	)		(57	)				5
					5,833		5,709			5,674			6.8	%
Chemicals, Plastic, & Rubber
ASP Meteor Acquisition Co LLC	First Lien Term Loan	S + 7.00%	9/1/2029		2,551		2,441			2,481					7
ASP Meteor Acquisition Co LLC	First Lien Delayed Draw Term Loan	S + 7.00%	9/1/2029		1,167		1,088			1,117					5,7
Aurora Plastics, LLC	First Lien Term Loan	S + 4.75%	8/10/2028		1,464		1,339			1,384					7
Aurora Plastics, LLC	First Lien Delayed Draw Term Loan	S + 4.75%	8/10/2028		984		900			929					7
					6,166		5,768			5,911			7.1	%
Healthcare & Pharmaceuticals
The GI Alliance Management, LLC	First Lien Term Loan	S + 5.50%	9/15/2028		6,149		6,032			6,026					8
The GI Alliance Management, LLC	First Lien Term Loan	S + 5.50%	9/15/2028		938		929			919					8
The GI Alliance Management, LLC	First Lien Delayed Draw Term Loan	S + 5.50%	9/15/2028		—		(37	)		(75	)				5
PerkinElmer U.S. LLC	First Lien Term Loan	S + 6.75%	3/13/2029		6,672		6,449			6,672					7
Petvet Care Centers, LLC	First Lien Term Loan	S + 6.00%	11/15/2030		9,726		9,537			9,531					7
Petvet Care Centers, LLC	First Lien Delayed Draw Term Loan	S + 6.00%	11/15/2030		—		(12	)		(25	)				5
Petvet Care Centers, LLC	First Lien Revolver	S + 6.00%	11/15/2029		—		(3	)		(3	)				5
					23,485		22,895			23,045			27.8	%
High Tech Industries
Aptean, Inc	First Lien Term Loan	S + 5.25%	1/30/2031		4,514		4,470			4,469					8
Aptean, Inc	First Lien Delayed Draw Term Loan	S + 5.25%	1/30/2031		40		35			32					5,8
Aptean, Inc	First Lien Revolver	S + 5.25%	1/30/2031		—		(1	)		(2	)				5
Brave Parent Holdings, Inc.	First Lien Term Loan	S + 5.00%	11/29/2030		9,435		9,344			9,341					8
Brave Parent Holdings, Inc.	First Lien Delayed Draw Term Loan	S + 5.00%	11/29/2030		—		(8	)		(11	)				5
Brave Parent Holdings, Inc.	First Lien Revolver	S + 5.00%	11/29/2030		—		(1	)		(1	)				5
Enverus Holdings, Inc.	First Lien Term Loan	S + 5.50%	12/24/2029		7,461		7,353			7,349					7
Enverus Holdings, Inc.	First Lien Delayed Draw Term Loan	S + 5.50%	12/24/2029		—		(3	)		(6	)				5
Enverus Holdings, Inc.	First Lien Revolver	S + 5.50%	12/24/2029		—		(2	)		(2	)				5
GS AcquisitionCo, Inc.	First Lien Delayed Draw Term Loan	S + 5.00%	5/25/2028		—		(8	)		(16	)				5
GS AcquisitionCo, Inc.	First Lien Revolver	S + 5.00%	5/25/2028		—		(1	)		(1	)				5
Netwrix Corporation	First Lien Term Loan	S + 5.00%	6/11/2029		6,636		6,376			6,420						10
Netwrix Corporation	First Lien Delayed Draw Term Loan	S + 5.00%	6/11/2029		—		(5	)		(5	)					5
Rally Buyer, Inc.	First Lien Term Loan	S + 5.75%	7/19/2028		5,399		5,322			5,399					8
Rally Buyer, Inc.	First Lien Delayed Draw Term Loan	S + 5.75%	7/19/2028		1,234		1,210			1,234					5,8
Redwood Services Group, LLC	First Lien Term Loan	S + 6.25%	6/15/2029		5,631		5,496			5,631					8
Redwood Services Group, LLC	First Lien Delayed Draw Term Loan	S + 6.25%	6/15/2029		1,388		1,355			1,388					8
Redwood Services Group, LLC	First Lien Delayed Draw Term Loan	S + 5.75%	6/15/2029		320		275			235					5,8
					42,058		41,207			41,454			50.0	%

See accompanying notes to consolidated financial statements

SENIOR CREDIT INVESTMENTS, LLC

Consolidated Schedule of Investments (Unaudited) - Continued

March 31, 2024

(In thousands, except for unit and per unit data)


Portfolio Company	Investment Type	Reference Rate and Spread (1)	Maturity Date	Principal		Cost (2)			Fair Value (3)			% of Member’s Capital			Footnotes
Non-Controlled/Non-Affiliated Portfolio Company Investments (4)
First Lien Debt Investments
Services: Business
Chartwell Cumming Holding Corporation	First Lien Term Loan	S + 5.25%	11/16/2027	$	6,755	$	6,503		$	6,755					7
Chartwell Cumming Holding Corporation	First Lien Delayed Draw Term Loan	S + 5.25%	11/16/2027		449		432			449					7
Foreside Financial Group, LLC	First Lien Term Loan	S + 5.25%	9/30/2027		371		358			363					8
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	S + 5.25%	9/30/2027		—		(10	)		(8	)				5
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	S + 5.25%	9/30/2027		—		(10	)		(20	)				5
IG Investments Holdings, LLC	First Lien Term Loan	S + 6.00%	9/22/2028		2,025		1,967			2,025					8
IG Investments Holdings, LLC	First Lien Term Loan	S + 6.00%	9/22/2028		74		72			74					8
IRI Group Holdings, Inc. (f/k/a The NPD Group L.P.)	First Lien Term Loan	S + 5.75%	12/1/2028		6,970		6,787			6,970					8
					16,644		16,099			16,608			20.0	%
Transportation: Cargo
Capstone Acquisition Holdings, Inc.	First Lien Term Loan	S + 4.75%	11/12/2027		654		618			655					7
Capstone Acquisition Holdings, Inc.	First Lien Delayed Draw Term Loan	S + 4.75%	11/12/2027		562		531			562					7
Seko Global Logistics Network, LLC	First Lien Term Loan	S + 5.00%	12/30/2026		591		569			560					8
Seko Global Logistics Network, LLC	First Lien Delayed Draw Term Loan	S + 5.00%	12/30/2026		6,384		6,152			6,049					8
					8,191		7,870			7,826			9.4	%
Wholesale