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 June 30, 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 August 9, 2024, the registrant had 52,583 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 June 30, 2024 and December 31, 2023 (Unaudited)	1
	Consolidated Statement of Operations for the three and six months ended June 30, 2024 (Unaudited)	2
	Consolidated Statement of Changes in Member’s Capital for the three and six months ended June 30, 2024 (Unaudited)	3
	Consolidated Statement of Cash Flows for the six months ended June 30, 2024 (Unaudited)	4
	Consolidated Schedule of Investments as of June 30, 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	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33

PART II.	OTHER INFORMATION	34

Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signatures	36

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)


	June 30, 2024		December 31, 2023
Assets
Investments at fair value:
Non-controlled/non-affiliated investments (amortized cost of $153,448 and $105,495, at June 30, 2024 and December 31, 2023, respectively)	$	154,643	$	106,888
Cash and cash equivalents		15,794		39,094
Restricted cash		3,754		468
Interest receivable		1,278		529
Deferred financing costs		2,303		2,815
Deferred offering costs		296		635
Prepaid expenses and other assets		158		331
Total assets	$	178,226	$	150,760
Liabilities
Debt	$	91,436	$	66,294
Interest payable		1,665		368
Due to Investment Adviser		1,596		1,625
Accrued expenses and other liabilities		423		693
Total liabilities	$	95,120	$	68,980
Commitments and contingencies (Note 9)
Member’s Capital
Common units (44,576 and 44,576 units issued and outstanding, at June 30, 2024 and December 31, 2023, respectively)	$	80,943	$	80,943
Accumulated distributable earnings		2,163		837
Total member’s capital	$	83,106	$	81,780
Total liabilities and member’s capital	$	178,226	$	150,760

Net Asset Value Per Unit
Net assets	$	83,106	$	81,780
Common units outstanding (1,000,000,000 units authorized, at June 30, 2024 and December 31, 2023)		44,576		44,576
Net asset value per unit	$	1,864.36	$	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 June 30, 2024			Six Months Ended June 30, 2024
Investment Income
Non-controlled/non-affiliated investments
Interest income	$	4,120		$	7,693
Payment-in-kind interest income		101			101
Other income		135			181
Total investment income		4,356			7,975
Operating Expenses
Interest and other financing expenses		1,794			3,084
Management fees		258			514
Income-based incentive fees		237			346
Capital gains incentive fees		(3	)		(25	)
Other general and administrative expenses		661			1,458
Total expenses before Fee Waiver		2,947			5,377
Management fees waived		(258	)		(514	)
Incentive fees waived		(234	)		(321	)
Net expenses		2,455			4,542
Net investment income		1,901			3,433
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		(26	)		(198	)
Net change in unrealized depreciation		(26	)		(198	)
Net realized gain and change in unrealized depreciation		(26	)		(198	)
Net Increase in Member’s Capital Resulting from Operations	$	1,875		$	3,235
Net Increase in Net Assets Resulting from Operations - Basic and Diluted (Note 8)	$	42.06		$	72.57
Weighted Average Units Outstanding (Note 8)		44,576			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 June 30, 2024			Six Months Ended June 30, 2024
Net Increase (Decrease) in Member’s Capital Resulting from Operations
Net investment income	$	1,901		$	3,433
Net realized gains in investments		—			—
Net change in unrealized depreciation		(26	)		(198	)
Net increase in member’s capital resulting from operations		1,875			3,235

Distributions to Unitholders
Distributions declared		(1,657	)		(1,909	)
Net decrease in member’s capital resulting from distributions to unitholders		(1,657	)		(1,909	)

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		218			1,326
Member’s capital, beginning of period		82,888			81,780
Member’s Capital at End of Period	$	83,106		$	83,106

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)


	Six Months Ended June 30, 2024
Operating Activities
Net increase in member’s capital resulting from operations	$	3,235
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		198
Net accretion of discount and amortization of premium		(328	)
Amortization of deferred financing costs		258
Amortization of offering costs		339
Payment-in-kind interest capitalized		(88	)
Purchase of investments		(48,765	)
Proceeds from sale of investments and principal repayments		1,228
Changes in assets and liabilities:
Interest receivable		(749	)
Prepaid expenses and other assets		173
Interest payable		1,297
Due to Investment Adviser		(29	)
Accrued expenses and other liabilities		(8	)
Net Cash Used in Operating Activities		(43,239	)
Financing Activities
Borrowings on debt		60,542
Repayments on debt		(35,400	)
Financing costs paid and deferred		(8	)
Distributions paid to unitholders		(1,909	)
Net Cash Provided by Financing Activities		23,225
Cash and Cash Equivalents and Restricted Cash
Net decrease in cash and cash equivalents and restricted cash		(20,014	)
Cash and cash equivalents and restricted cash, beginning of period		39,562
Cash and cash equivalents and restricted cash, end of period	$	19,548

Supplemental Disclosure of Non-Cash Information
Cash paid for interest	$	1,529
Cash paid for taxes	$	8

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


	June 30, 2024
Cash and cash equivalents	$	15,794
Restricted cash		3,754
Cash and cash equivalents and restricted cash	$	19,548

See accompanying notes to consolidated financial statements

SENIOR CREDIT INVESTMENTS, LLC

Consolidated Schedule of Investments (Unaudited)

June 30, 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 + 6.75%	11/2/2029	$	1,275	$	1,239		$	1,275					5
Qnnect, LLC	First Lien Delayed Draw Term Loan	S + 6.75%	11/2/2029		158		56			158					5,9
					1,433		1,295			1,433			1.7	%
Banking, Finance, Insurance, and Real Estate
Galway Borrower, LLC	First Lien Delayed Draw Term Loan	S + 5.00%	9/29/2028		—		(30	)		(65	)				9
Galway Borrower, LLC	First Lien Revolver	S + 5.25%	9/29/2028		21		20			19					7,9
Higginbotham Insurance Agency, Inc.	First Lien Delayed Draw Term Loan	S + 5.50%	11/24/2028		4,495		4,361			4,495					6
Higginbotham Insurance Agency, Inc.	First Lien Delayed Draw Term Loan	S + 4.75%	11/24/2028		644		613			586					6,9
SG Acquisition, Inc.	First Lien Term Loan	S + 5.00%	4/3/2030		11,599		11,571			11,570					7
SG Acquisition, Inc.	First Lien Revolver	S + 5.00%	4/3/2030		—		(1	)		—					9
SitusAMC Holdings Corporation	First Lien Term Loan	S + 5.50%	12/22/2027		552		536			552					7
					17,311		17,070			17,157			20.6	%
Capital Equipment
Dwyer Instruments, LLC	First Lien Term Loan	S + 5.75%	7/21/2027		893		882			880					7
Dwyer Instruments, LLC	First Lien Delayed Draw Term Loan	S + 5.75%	7/21/2027		2,116		2,088			2,084					7
Dwyer Instruments, LLC	First Lien Term Loan	S + 5.75%	7/21/2027		2,809		2,760			2,767					7
Dwyer Instruments, LLC	First Lien Delayed Draw Term Loan	S + 5.75%	7/21/2027		—		(28	)		(49	)				9
					5,818		5,702			5,682			6.8	%
Chemicals, Plastic, & Rubber
ASP Meteor Acquisition Co LLC	First Lien Term Loan	S + 7.00%	9/1/2029		2,545		2,438			2,481					6
ASP Meteor Acquisition Co LLC	First Lien Delayed Draw Term Loan	S + 7.00%	9/1/2029		1,286		1,210			1,240					6,9
Aurora Plastics, LLC	First Lien Term Loan	S + 4.75%	8/10/2028		1,461		1,341			1,402					6
Aurora Plastics, LLC	First Lien Delayed Draw Term Loan	S + 4.75%	8/10/2028		981		901			942					6
					6,273		5,890			6,065			7.3	%
Healthcare & Pharmaceuticals
The GI Alliance Management, LLC	First Lien Term Loan	S + 5.50%	9/15/2028		6,133		6,022			6,011					7
The GI Alliance Management, LLC	First Lien Term Loan	S + 5.50%	9/15/2028		936		927			917					7
The GI Alliance Management, LLC	First Lien Delayed Draw Term Loan	S + 5.50%	9/15/2028		—		(35	)		(75	)				9
Perkinelmer U.S. LLC	First Lien Term Loan	S + 5.00%	3/13/2029		6,656		6,441			6,556					6
Perkinelmer U.S. LLC	First Lien Delayed Draw Term Loan	S + 5.00%	3/13/2029		—		(14	)		(28	)				9
Petvet Care Centers, LLC	First Lien Term Loan	S + 6.00%	11/15/2030		9,702		9,518			9,508					6
Petvet Care Centers, LLC	First Lien Delayed Draw Term Loan	S + 6.00%	11/15/2030		—		(12	)		(25	)				9
Petvet Care Centers, LLC	First Lien Revolver	S + 6.00%	11/15/2029		—		(3	)		(3	)				9
					23,427		22,844			22,861			27.5	%
High Tech Industries
Aptean, Inc	First Lien Term Loan	S + 5.25%	1/30/2031		4,514		4,471			4,514					6
Aptean, Inc	First Lien Delayed Draw Term Loan	S + 5.25%	1/30/2031		40		35			40					6,9
Aptean, Inc	First Lien Revolver	S + 5.25%	1/30/2031		—		(1	)		—					9
Brave Parent Holdings, Inc.	First Lien Term Loan	S + 5.00%	11/29/2030		9,412		9,323			9,412					7
Brave Parent Holdings, Inc.	First Lien Delayed Draw Term Loan	S + 5.00%	11/29/2030		620		608			620					7,9
Brave Parent Holdings, Inc.	First Lien Revolver	S + 5.00%	11/29/2030		—		(1	)		—					9
Enverus Holdings, Inc.	First Lien Term Loan	S + 5.50%	12/24/2029		7,442		7,338			7,349					6
Enverus Holdings, Inc.	First Lien Delayed Draw Term Loan	S + 5.50%	12/24/2029		—		(3	)		(5	)				9
Enverus Holdings, Inc.	First Lien Revolver	S + 5.50%	12/24/2029		—		(2	)		(2	)				9
GS AcquisitionCo, Inc.	First Lien Delayed Draw Term Loan	S + 5.25%	5/25/2028		173		165			157					7,9
GS AcquisitionCo, Inc.	First Lien Revolver	S + 5.25%	5/25/2028		20		19			19					7,9
Netwrix Corporation	First Lien Term Loan	S + 5.00%	6/11/2029		6,619		6,370			6,503					7
Rally Buyer, Inc.	First Lien Term Loan	S + 5.75% (includes 1.75% PIK)	7/19/2028		5,409		5,336			5,409					7
Rally Buyer, Inc.	First Lien Delayed Draw Term Loan	S + 5.75% (includes 1.75% PIK)	7/19/2028		1,236		1,217			1,236					7
Redwood Services Group, LLC	First Lien Term Loan	S + 6.25%	6/15/2029		5,617		5,487			5,617					7
Redwood Services Group, LLC	First Lien Delayed Draw Term Loan	S + 6.25%	6/15/2029		1,385		1,353			1,385					7
Redwood Services Group, LLC	First Lien Delayed Draw Term Loan	S + 5.75%	6/15/2029		320		276			236					7,9
					42,807		41,991			42,490			51.1	%

See accompanying notes to consolidated financial statements

SENIOR CREDIT INVESTMENTS, LLC

Consolidated Schedule of Investments (Unaudited) - Continued

June 30, 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	$	6,738	$	6,500		$	6,738			6
Chartwell Cumming Holding Corporation	First Lien Delayed Draw Term Loan	S + 5.25%	11/16/2027		447		432			447			6
Foreside Financial Group, LLC	First Lien Term Loan	S + 5.25%	9/30/2027		413		400			407			7
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	S + 5.25%	9/30/2027		—		(8	)		(5	)		9
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	S + 5.25%	9/30/2027		—		(9	)		(16	)		9
IG Investments Holdings, LLC	First Lien Term Loan	S + 6.00%	9/22/2028		2,020