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: 814-01684

Jefferies Credit Partners BDC Inc.

(Exact Name of Registrant as Specified in its Charter)


Maryland	92-1852483
(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 12,071,594 shares of common stock, $0.001 par value per share, outstanding. Common stock outstanding excludes May 1, 2024 subscriptions since the issuance price is not yet finalized at the date of this filing.

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 Net Assets 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	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

JEFFERIES CREDIT PARTNERS BDC INC.

Consolidated Statements of Assets and Liabilities (Unaudited)

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


	March 31, 2024		December 31, 2023
Assets
Investments at fair value:
Non-controlled/non-affiliated investments (amortized cost of $266,097 and $240,879, at March 31, 2024 and December 31, 2023, respectively)	$	268,880	$	244,061
Cash and cash equivalents		54,630		71,898
Restricted cash		7,559		1,068
Interest receivable		2,042		1,179
Deferred financing costs		5,960		6,566
Deferred offering costs		1,248		1,703
Due from Investment Adviser		3,694		2,515
Prepaid expenses and other assets		243		415
Total assets	$	344,256	$	329,405
Liabilities
Debt	$	157,403	$	151,502
Distributions payable		1,537		—
Interest payable		2,811		856
Management fees payable		218		51
Due to Investment Adviser		3,804		3,849
Accrued expenses and other liabilities		998		1,039
Total liabilities	$	166,771	$	157,297
Commitments and contingencies (Note 9)
Total net assets	$	177,485	$	172,108
Net Assets
Common shares, par value $0.001 (11,870,941 and 11,670,594, shares issued and outstanding, at March 31, 2024 and December 31, 2023, respectively)	$	12	$	12
Additional paid in capital		170,426		167,426
Accumulated distributable earnings		7,047		4,670
Total net assets	$	177,485	$	172,108

Net Asset Value Per Share
Net assets	$	177,485	$	172,108
Common shares outstanding ($0.001 par value, 1,000,000,000 shares authorized at March 31, 2024 and December 31, 2023)		11,870,941		11,670,594
Net asset value per share	$	14.95	$	14.75

See accompanying notes to consolidated financial statements

JEFFERIES CREDIT PARTNERS BDC INC.

Consolidated Statement of Operations (Unaudited)

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


	Three Months Ended March 31, 2024
Investment Income
Non-controlled/non-affiliated investments
Interest income	$	8,111
Other income		105
Total investment income		8,216
Operating Expenses
Interest and other financing expenses		3,253
Management fees		544
Income-based incentive fees		539
Capital gains incentive fees		(50	)
Other general and administrative expenses		1,596
Total expenses before fee waiver and expense support		5,882
Expense support		(1,164	)
Management fees waived		(326	)
Incentive fees waived		(489	)
Net expenses		3,903
Net investment income		4,313
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		(399	)
Net change in unrealized depreciation		(399	)
Net realized gain and change in unrealized depreciation		(399	)
Net Increase in Net Assets Resulting from Operations	$	3,914
Net Increase in Net Assets Per Share Resulting from Operations - Basic and Diluted (Note 8)	$	0.33
Weighted Average Common Stock Outstanding - Basic and Diluted (Note 8)		11,738,844

See accompanying notes to consolidated financial statements

JEFFERIES CREDIT PARTNERS BDC INC.

Consolidated Statement of Changes in Net Assets (Unaudited)

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


	Three Months Ended March 31, 2024
Net Increase (Decrease) in Net Assets Resulting from Operations
Net investment income	$	4,313
Net realized gains in investments		—
Net change in unrealized depreciation		(399	)
Net increase in net assets resulting from operations		3,914

Distributions to Shareholders
Distributions declared		(1,537	)
Net decrease in net assets resulting from distributions to shareholders		(1,537	)

Capital Share Transactions
Issuance of common shares		3,000
Net increase in net assets resulting from share transactions		3,000

Net Assets
Total increase in net assets during the period		5,377
Net Assets, beginning of period		172,108
Net Assets at End of Period	$	177,485

See accompanying notes to consolidated financial statements

JEFFERIES CREDIT PARTNERS BDC INC.

Consolidated Statement of Cash Flows (Unaudited)

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


	Three Months Ended March 31, 2024
Operating Activities
Net increase in net assets resulting from operations	$	3,914
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Net realized gains on investments		—
Net change in unrealized depreciation on investments		399
Net accretion of discount and amortization of premium		(325	)
Amortization of deferred financing costs		315
Amortization of offering costs		455
Purchase of investments		(25,410	)
Proceeds from sale of investments and principal repayments		517
Changes in assets and liabilities:
Interest receivable		(863	)
Due from Investment Adviser		(1,179	)
Prepaid expenses and other assets		172
Management fees payable		167
Interest payable		1,955
Due to Investment Adviser		(45	)
Accrued expenses and other liabilities		269
Net Cash Used in Operating Activities		(19,659	)
Financing Activities
Borrowings on debt		71,901
Repayments on debt		(66,000	)
Financing costs paid and deferred		(19	)
Proceeds from issuance of common shares		3,000
Net Cash Provided by Financing Activities		8,882
Cash and Cash Equivalents and Restricted Cash
Net decrease in cash and cash equivalents and restricted cash		(10,777	)
Cash and cash equivalents and restricted cash, beginning of period		72,966
Cash and cash equivalents and restricted cash, end of period	$	62,189

Supplemental Disclosure of Non-Cash Information
Cash paid for interest	$	983
Cash paid for taxes	$	56
Distributions payable	$	1,537
Accrued but unpaid debt financing costs	$	36

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	$	54,630
Restricted cash		7,559
Cash and cash equivalents and restricted cash	$	62,189

See accompanying notes to consolidated financial statements

JEFFERIES CREDIT PARTNERS BDC INC.

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

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


Portfolio Company	Investment Type	Reference Rate and Spread (1)	Maturity Date	Principal		Cost (2)			Fair Value (3)			% of Net Assets			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	$	2,918	$	2,833		$	2,918					6
Qnnect, LLC	First Lien Delayed Draw Term Loan	S + 7.00%	11/2/2029		362		122			362					5,6
					3,280		2,955			3,280			1.8	%
Banking, Finance, Insurance, and Real Estate
Galway Borrower, LLC	First Lien Delayed Draw Term Loan	S + 5.00%	9/29/2028		—		(71	)		(148	)				5
Galway Borrower, LLC	First Lien Revolver	S + 5.25%	9/29/2028		56		53			53					5,8
Higginbotham Insurance Agency, Inc.	First Lien Delayed Draw Term Loan	S + 5.50%	11/24/2028		10,289		9,971			10,289					7
Higginbotham Insurance Agency, Inc.	First Lien Delayed Draw Term Loan	S + 4.75%	11/24/2028		—		(66	)		(132	)				5
SG Acquisition, Inc.	First Lien Term Loan	S + 5.50%	1/27/2027		1,498		1,447			1,498					8
SitusAMC Holdings Corporation	First Lien Term Loan	S + 5.50%	12/22/2027		1,260		1,222			1,260					6
					13,103		12,556			12,820			7.2	%
Capital Equipment
Dwyer Instruments, LLC	First Lien Term Loan	S + 5.75%	7/21/2027		2,045		2,017			2,009					8
Dwyer Instruments, LLC	First Lien Delayed Draw Term Loan	S + 5.75%	7/21/2027		4,844		4,776			4,759					8
Dwyer Instruments, LLC	First Lien Term Loan	S + 5.75%	7/21/2027		6,431		6,311			6,318					8
Dwyer Instruments, LLC	First Lien Delayed Draw Term Loan	S + 5.75%	7/21/2027		—		(69	)		(131	)				5
					13,320		13,035			12,955			7.3	%
Chemicals, Plastic, & Rubber
ASP Meteor Acquisition Co LLC	First Lien Term Loan	S + 7.00%	9/1/2029		5,825		5,573			5,665					7
ASP Meteor Acquisition Co LLC	First Lien Delayed Draw Term Loan	S + 7.00%	9/1/2029		2,665		2,485			2,551					5,7
Aurora Plastics, LLC	First Lien Term Loan	S + 4.75%	8/10/2028		3,344		3,058			3,160					7
Aurora Plastics, LLC	First Lien Delayed Draw Term Loan	S + 4.75%	8/10/2028		2,246		2,054			2,122					7
					14,080		13,170			13,498			7.6	%
Healthcare & Pharmaceuticals
The GI Alliance Management, LLC	First Lien Term Loan	S + 5.50%	9/15/2028		14,040		13,773			13,759					8
The GI Alliance Management, LLC	First Lien Term Loan	S + 5.50%	9/15/2028		2,142		2,122			2,099					8
The GI Alliance Management, LLC	First Lien Delayed Draw Term Loan	S + 5.50%	9/15/2028		—		(88	)		(180	)				5
PerkinElmer U.S. LLC	First Lien Term Loan	S + 6.75%	3/13/2029		15,235		14,726			15,235					7
Petvet Care Centers, LLC	First Lien Term Loan	S + 6.00%	11/15/2030		22,208		21,777			21,763					7
Petvet Care Centers, LLC	First Lien Delayed Draw Term Loan	S + 6.00%	11/15/2030		—		(28	)		(58	)				5
Petvet Care Centers, LLC	First Lien Revolver	S + 6.00%	11/15/2029		—		(7	)		(7	)				5
					53,625		52,275			52,611			29.6	%
High Tech Industries
Aptean, Inc	First Lien Term Loan	S + 5.25%	1/30/2031		10,307		10,206			10,204					8
Aptean, Inc	First Lien Delayed Draw Term Loan	S + 5.25%	1/30/2031		91		81			72					5,8
Aptean, Inc	First Lien Revolver	S + 5.25%	1/30/2031		—		(3	)		(3	)				5
Brave Parent Holdings, Inc.	First Lien Term Loan	S + 5.00%	11/29/2030		21,544		21,335			21,329					8
Brave Parent Holdings, Inc.	First Lien Delayed Draw Term Loan	S + 5.00%	11/29/2030		—		(18	)		(24	)				5
Brave Parent Holdings, Inc.	First Lien Revolver	S + 5.00%	11/29/2030		—		(3	)		(3	)				5
Enverus Holdings, Inc.	First Lien Term Loan	S + 5.50%	12/24/2029		17,036		16,789			16,781					7
Enverus Holdings, Inc.	First Lien Delayed Draw Term Loan	S + 5.50%	12/24/2029		—		(6	)		(13	)				5
Enverus Holdings, Inc.	First Lien Revolver	S + 5.50%	12/24/2029		—		(5	)		(5	)				5
GS AcquisitionCo, Inc.	First Lien Delayed Draw Term Loan	S + 5.00%	5/25/2028		—		(19	)		(39	)				5
GS AcquisitionCo, Inc.	First Lien Revolver	S + 5.00%	5/25/2028		—		(2	)		(2	)				5
Netwrix Corporation	First Lien Term Loan	S + 5.00%	6/11/2029		15,151		14,559			14,659					10
Netwrix Corporation	First Lien Delayed Draw Term Loan	S + 5.00%	6/11/2029		—		(12	)		(11	)				5
Rally Buyer, Inc.	First Lien Term Loan	S + 5.75%	7/19/2028		12,327		12,152			12,327					8
Rally Buyer, Inc.	First Lien Delayed Draw Term Loan	S + 5.75%	7/19/2028		2,818		2,763			2,818					5,8
Redwood Services Group, LLC	First Lien Term Loan	S + 6.25%	6/15/2029		12,857		12,549			12,857					8
Redwood Services Group, LLC	First Lien Delayed Draw Term Loan	S + 6.25%	6/15/2029		3,170		3,094			3,170					8
Redwood Services Group, LLC	First Lien Delayed Draw Term Loan	S + 5.75%	6/15/2029		731		629			538					5,8
					96,032		94,089			94,655			53.3	%

See accompanying notes to consolidated financial statements

JEFFERIES CREDIT PARTNERS BDC INC.

Consolidated Schedule of Investments (Unaudited) - Continued

March 31, 2024

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


Portfolio Company	Investment Type	Reference Rate and Spread (1)	Maturity Date	Principal		Cost (2)			Fair Value (3)			% of Net Assets			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	$	15,425	$	14,848		$	15,425					7
Chartwell Cumming Holding Corporation	First Lien Delayed Draw Term Loan	S + 5.25%	11/16/2027		1,024		986			1,024					7
Foreside Financial Group, LLC	First Lien Term Loan	S + 5.25%	9/30/2027		847		818			830					8
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	S + 5.25%	9/30/2027		—		(22	)		(18	)				5
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	S + 5.25%	9/30/2027		—		(24	)		(49	)				5
IG Investments Holdings, LLC	First Lien Term Loan	S + 6.00%	9/22/2028		4,624		4,492			4,624					8
IG Investments Holdings, LLC	First Lien Term Loan	S + 6.00%	9/22/2028		170		165			170					8
IRI Group Holdings, Inc. (f/k/a The NPD Group L.P.)	First Lien Term Loan	S + 5.75%	12/1/2028		15,914		15,497			15,914					8
					38,004		36,760			37,920			21.4	%
Transportation: Cargo
Capstone Acquisition Holdings, Inc.	First Lien Term Loan	S + 4.75%	11/12/2027		1,494		1,411			1,494					7
Capstone Acquisition Holdings, Inc.	First Lien Delayed Draw Term Loan	S + 4.75%	11/12/2027		1,283		1,211			1,283					7
Seko Global Logistics Network, LLC	First Lien Term Loan	S + 5.00%	12/30/2026		1,348		1,299			1,278					8
Seko Global Logistics Network, LLC	First Lien Delayed Draw Term Loan	S + 5.00%	12/30/2026		14,577		14,046			13,812					8
					18,702		17,967			17,867			10.1	%