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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)



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

For the fiscal year ended December 31, 2017



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

For the transition period from to

Commission File No. 000-54899

TCG BDC, INC.

(Exact name of Registrant as specified in its charter)



Maryland		80-0789789
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

520 Madison Avenue, 40th Floor, New York, NY 10022

(Address of principal executive office) (Zip Code)

(212) 813-4900

(Registrant’s telephone number, including area code)

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



Title of each class		Name of each exchange on which registered
Common Stock, par value $0.01 per share		The NASDAQ Global Select Market

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☐ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period 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

The aggregate market value of the registrant’s common stock at June 30, 2017, based on the closing price of the common stock on that date of $18.01 on The NASDAQ Global Select Market, held by those persons deemed by the registrant to be non-affiliates was approximately $1,059,269,766.

The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at February 27, 2018 was 62,568,651.

Documents Incorporated by Reference: Portions of the registrant’s Proxy Statement for its 2018 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Form 10-K.

Explanatory Note

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends TCG BDC, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the U.S. Securities and Exchange Commission on February 27, 2018 (the “Original Filing” and the “Original Filing Date”).

This Amendment No. 1 is being filed solely to: i) include the phrase “including the consolidated schedules of investments” inadvertently omitted by Ernst & Young LLP from, and to update for certain other typographical items in, the first paragraph of its “Report of Independent Registered Public Accounting Firm” on the consolidated financial statements of the Company and the second paragraph of its “Report of Independent Registered Public Accounting Firm” regarding internal control over financial reporting” of the Company in Part II, Item 8 of the Original Filing, and ii) include the sentence “our procedures included confirmation of securities owned as of December 31, 2017 and 2016 by correspondence with the custodian and debt agents” inadvertently omitted by Ernst & Young LLP from the last paragraph of its “Report of Independent Registered Public Accounting Firm” on the consolidated financial statements of the Company. Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, we have included the entire text of Part II, Items 8 and 9A in this Amendment No. 1.

The changes to add the phrases to the filed copies of the reports of Ernst & Young LLP do not affect Ernst & Young LLP’s unqualified opinion on the Company’s consolidated financial statements included in the Original Filing and Amendment No. 1 or on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.

Item 15 has been included herein to reflect new Section 302 and Section 906 certifications. Except as noted above, no changes were made to the Original Filing. This amendment speaks as of the Original Filing Date, and does not reflect events that may have occurred subsequent to the Original Filing Date.

PART II

Item 8. Financial Statements and Supplementary Data

TCG BDC, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm	4

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting	5

Consolidated Statements of Assets and Liabilities as of December 31, 2017 and 2016	6

Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015	7

Consolidated Statements of Changes in Net Assets for the years ended December 31, 2017, 2016 and 2015	8

Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015	9

Consolidated Schedules of Investments as of December 31, 2017 and 2016	10

Notes to Consolidated Financial Statements	26

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

TCG BDC, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of TCG BDC, Inc. (the “Company”), including the consolidated schedules of investments, as of December 31, 2017 and 2016, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations, changes in its net assets and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017 and 2016 by correspondence with the custodian and debt agents. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2012.

New York, NY

February 27, 2018

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

TCG BDC, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the TCG BDC, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, TCG BDC, Inc. (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of assets and liabilities of the Company, including the consolidated schedules of investments, as of December 31, 2017 and 2016, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and our report dated February 27, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, NY

February 27, 2018

TCG BDC, INC.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(dollar amounts in thousands, except per share data)



	December 31, 2017			December 31, 2016
ASSETS
Investments, at fair value
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,782,488 and $1,332,596, respectively)	$	1,779,584		$	1,323,102
Investments—non-controlled/affiliated, at fair value (amortized cost of $16,273 and $0, respectively)	15,431			—
Investments—controlled/affiliated, at fair value (amortized cost of $172,251 and $97,385, respectively)	172,516			99,657
Total investments, at fair value (amortized cost of $1,971,012 and $1,429,981, respectively)	1,967,531			1,422,759
Cash and cash equivalents	32,039			38,489
Receivable for investment sold	7,022			19,750
Deferred financing costs	3,626			3,308
Interest receivable from non-controlled/non-affiliated investments	5,066			3,407
Interest receivable from non-controlled/affiliated investments	42			—
Interest and dividend receivable from controlled/affiliated investments	5,981			2,400
Prepaid expenses and other assets	76			42
Total assets	$	2,021,383		$	1,490,155
LIABILITIES
Secured borrowings (Note 6)	$	562,893		$	421,885
2015-1 Notes payable, net of unamortized debt issuance costs of $1,947 and $2,151, respectively (Note 7)	271,053			270,849
Payable for investments purchased	9,469			—
Due to Investment Adviser	69			215
Interest and credit facility fees payable (Notes 6 and 7)	5,353			3,599
Base management and incentive fees payable (Note 4)	13,098			8,157
Dividend payable (Note 9)	30,481			20,018
Administrative service fees payable (Note 4)	95			137
Other accrued expenses and liabilities	1,568			1,158
Total liabilities	894,079			726,018
Commitments and contingencies (Notes 8 and 11)
NET ASSETS
Common stock, $0.01 par value; 200,000,000 shares authorized; 62,207,603 shares and 41,702,318 shares, respectively, issued and outstanding	622			417
Paid-in capital in excess of par value	1,172,807			799,580
Offering costs	(1,618		)	(74		)
Accumulated net investment income (loss), net of cumulative dividends of $222,254 and $129,065, respectively	2,522			(3,207		)
Accumulated net realized gain (loss)	(43,548		)	(25,357		)
Accumulated net unrealized appreciation (depreciation)	(3,481		)	(7,222		)
Total net assets	$	1,127,304		$	764,137
NET ASSETS PER SHARE	$	18.12		$	18.32

The accompanying notes are an integral part of these consolidated financial statements.

TCG BDC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollar amounts in thousands, except per share data)



	For the years ended December 31,
	2017			2016			2015
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	133,807		$	101,196		$	68,356
Other income	10,526			6,635			834
Total investment income from non-controlled/non-affiliated investments	144,333			107,831			69,190
From non-controlled/affiliated investments:
Interest income	1,215			—			—
Total investment income from non-controlled/affiliated investments	1,215			—			—
From controlled/affiliated investments:
Interest income	10,753			1,465			—
Dividend income	8,700			1,675			—
Total investment income from controlled/affiliated investments	19,453			3,140			—
Total investment income	165,001			110,971			69,190
Expenses:
Base management fees (Note 4)	25,254			18,539			13,361
Incentive fees (Note 4)	21,084			14,905			8,881
Professional fees	2,895			2,103			1,845
Administrative service fees (Note 4)	661			703			595
Interest expense (Notes 6 and 7)	24,510			16,462			9,582
Credit facility fees (Note 6)	1,983			2,573			1,898
Directors’ fees and expenses	443			553			419
Other general and administrative	1,683			1,616			1,539
Total expenses	78,513			57,454			38,120
Waiver of base management fees (Note 4)	5,927			6,180			4,454
Net expenses	72,586			51,274			33,666
Net investment income (loss) before taxes	92,415			59,697			35,524
Excise tax expense	264			76			—
Net investment income (loss)	92,151			59,621			35,524
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments:
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	(11,692		)	(9,644		)	1,164
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	6,590			17,560			(18,015		)
Non-controlled/affiliated investments	(842		)	—			—
Controlled/affiliated investments	(2,007		)	2,272			—
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	(7,951		)	10,188			(16,851		)
Net increase (decrease) in net assets resulting from operations	$	84,200		$	69,809		$	18,673
Basic and diluted earnings per common share (Note 9)	$	1.59		$	1.93		$	0.75
Weighted-average shares of common stock outstanding—Basic and Diluted (Note 9)	52,997,450			36,152,390			24,830,200
Dividends declared per common share (Note 9)	$	1.64		$	1.68		$	1.74

The accompanying notes are an integral part of these consolidated financial statements.

TCG BDC, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(dollar amounts in thousands)



	For the years ended December 31,
	2017			2016			2015
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)	$	92,151		$	59,621		$	35,524
Net realized gain (loss) on investments	(11,692		)	(9,644		)	1,164
Net change in unrealized appreciation (depreciation) on investments	3,741			19,832			(18,015		)
Net increase (decrease) in net assets resulting from operations	84,200			69,809			18,673
Capital transactions:
Common stock issued, net of offering and underwriting costs	365,475			185,537			262,354
Reinvestment of dividends	6,681			279			131
Dividends declared (Note 12)	(93,189		)	(63,214		)	(47,689		)
Net increase (decrease) in net assets resulting from capital share transactions	278,967			122,602			214,796
Net increase (decrease) in net assets	363,167			192,411			233,469
Net assets at beginning of year	764,137			571,726			338,257
Net assets at end of year	$	1,127,304		$	764,137		$	571,726

The accompanying notes are an integral part of these consolidated financial statements.

TCG BDC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollar amounts in thousands)



	For the years ended December 31,
	2017			2016			2015
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	84,200		$	69,809		$	18,673
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs	949			1,417			1,051
Net accretion of discount on investments	(11,747		)	(5,605		)	(3,035		)
Paid-in-kind interest	(1,057		)	—			—
Net realized (gain) loss on investments	11,692			9,644			(1,164		)
Net change in unrealized (appreciation) depreciation on investments	(3,741		)	(19,832		)	18,015
Cost of investments purchased and change in payable for investments purchased	(1,280,124		)	(755,654		)	(653,154		)
Proceeds from sales and repayments of investments and change in receivable for investments sold	812,576			383,591			228,004
Changes in operating assets:
Interest receivable	(3,767		)	(1,203		)	1,233
Dividend receivable	(1,515		)	(1,325		)	—
Prepaid expenses and other assets	(34		)	344			(229		)
Changes in operating liabilities:
Due to Investment Adviser	(146		)	26			148
Interest and credit facility fees payable	1,754			1,022			1,384
Base management and incentive fees payable	4,941			2,880			(1,042		)
Administrative service fees payable	(42		)	40			6
Other accrued expenses and liabilities	410			233			165
Net cash provided by (used in) operating activities	(385,651		)	(314,613		)	(389,945		)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering and underwriting costs	357,429			185,537			262,354
Borrowings on SPV Credit Facility and Credit Facility	816,216			566,351			402,200
Repayments of SPV Credit Facility and Credit Facility	(675,208		)	(378,779		)	(476,328		)
Repayments of debt assumed from NFIC Acquisition	(42,128		)	—			—
Proceeds from issuance of 2015-1 Notes	—			—			273,000
Debt issuance costs paid	(1,063		)	(643		)	(2,648		)
Dividends paid in cash	(76,045		)	(61,201		)	(35,550		)
Net cash provided by (used in) financing activities	379,201			311,265			423,028
Net increase (decrease) in cash and cash equivalents	(6,450		)	(3,348		)	33,083
Cash and cash equivalents, beginning of year	38,489			41,837			8,754
Cash and cash equivalents, end of year	$	32,039		$	38,489		$	41,837
Supplemental disclosures:
Offering expenses and debt issuance costs due	$	—		$	—		$	1
Interest paid during the year	$	22,519		$	15,267		$	8,083
Taxes, including excise tax, paid during year	$	179		$	79		$	50
Dividends declared during the year	$	93,189		$	63,214		$	47,689
Reinvestment of dividends	$	6,681		$	279		$	131
Cost of investments received in the NFIC Acquisition from shares issued (Note 13)	$	(8,046	)	$	—		$	—
Shares issued in consideration of NFIC Acquisition (Note 13)	$	8,046		$	—		$	—
Debt assumed from NFIC Acquisition (Note 13)	$	42,128		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2017

(dollar amounts in thousands)



Investments—non-controlled/non-affiliated ⁽¹⁾	Industry	Interest Rate ⁽²⁾	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁶⁾		Fair Value⁽⁷⁾		Percentage of Net Assets
First Lien Debt (77.04%)
Access CIG, LLC ^{(2)(3)(4)(13)(16)}	Business Services	L + 5.00% (1.00% Floor)	10/17/2021	$	18,149	$	18,054	$	18,263	1.62	%
Achilles Acquisition LLC ^{(2)(3)(4)(5)(13)(15)}	Banking, Finance, Insurance & Real Estate	L + 6.00% (1.00% Floor)	6/6/2023	40,910		39,931		40,523		3.59
Advanced Instruments, LLC ^{(2)(3)(4)(5)(13)(15)(16)}	Healthcare & Pharmaceuticals	L + 5.25% (1.00% Floor)	10/31/2022	10,421		10,227		10,421		0.92
Alpha Packaging Holdings, Inc. ^{(2)(3)(4)(13)}	Containers, Packaging & Glass	L + 4.25% (1.00% Floor)	5/12/2020	2,896		2,894		2,896		0.26
AMS Group HoldCo, LLC ^{(2)(3)(4)(5)(13)(15)}	Transportation: Cargo	L + 6.00% (1.00% Floor)	9/29/2023	29,925		29,254		29,925		2.65
Anaren, Inc. ^{(2)(3)(4)(13)}	Telecommunications	L + 4.50% (1.00% Floor)	2/18/2021	3,802		3,789		3,809		0.34
Audax AAMP Holdings, Inc. ^(2)(3)(5)	Durable Consumer Goods	L + 7.50% (1.00% Floor)	1/31/2018	12,487		12,459		12,362		1.10
BeyondTrust Software, Inc. ^{(2)(3)(4)(5)(13)}	Software	L + 6.25% (1.00% Floor)	11/21/2023	17,000		16,758		16,910		1.50
Brooks Equipment Company, LLC ^{(2)(3)(4)(13)}	Construction & Building	L + 5.00% (1.00% Floor)	8/29/2020	2,546		2,535		2,546		0.23
Capstone Logistics Acquisition, Inc. ^{(2)(3)(4)(13)(16)}	Transportation: Cargo	L + 4.50% (1.00% Floor)	10/7/2021	19,198		19,081		18,895		1.68
Captive Resources Midco, LLC ^{(2)(3)(4)(5)(13)(15)(16)}	Banking, Finance, Insurance & Real Estate	L + 6.00% (1.00% Floor)	12/18/2021	30,900		30,635		30,783		2.73
Central Security Group, Inc. ^{(2)(3)(4)(13)(16)}	Consumer Services	L + 5.63% (1.00% Floor)	10/6/2021	39,007		38,668		38,941		3.45
CIP Revolution Holdings, LLC ^{(2)(3)(4)(5)(13)(15)}	Media: Advertising, Printing & Publishing	L + 6.00% (1.00% Floor)	8/19/2021	19,048		18,917		18,993		1.68
Colony Hardware Corporation ^{(2)(3)(4)(13)}	Construction & Building	L + 6.00% (1.00% Floor)	10/23/2021	22,071		21,838		22,049		1.96
Continuum Managed Services Holdco, LLC ^{(2)(3)(4)(5)(13)(15)(16)}	High Tech Industries	L + 8.75% (1.00% Floor)	6/8/2023	22,885		22,208		23,237		2.06
Dade Paper & Bag, LLC ^{(2)(3)(4)(5)(16)}	Forest Products & Paper	L + 7.50% (1.00% Floor)	6/10/2024	49,750		48,822		49,884		4.42
Datto, Inc. ^{(2)(3)(5)(15)(16)}	High Tech Industries	L + 8.00% (1.00% Floor)	12/7/2022	35,622		35,082		35,818		3.18
Dent Wizard International Corporation ^{(2)(3)(4)(16)}	Automotive	L + 4.75% (1.00% Floor)	4/7/2020	895		893		894		0.08
Derm Growth Partners III, LLC (Dermatology Associates) ^{(2)(3)(4)(5)(13)(15)}	Healthcare & Pharmaceuticals	L + 6.50% (1.00% Floor)	5/31/2022	50,658		50,104		50,441		4.47
DermaRite Industries, LLC ^{(2)(3)(5)(13)(15)(16)}	Healthcare & Pharmaceuticals	L + 7.00% (1.00% Floor)	3/3/2022	20,003		19,729		19,850		1.76
Dimensional Dental Management, LLC ^{(2)(3)(5)(12)(15)(16)}	Healthcare & Pharmaceuticals	L + 6.75% (1.00% Floor)	2/12/2021	33,674		33,038		33,514		2.97
Direct Travel, Inc. ^{(2)(3)(4)(5)(13)(15)}	Hotel, Gaming & Leisure	L + 6.50% (1.00% Floor)	12/1/2021	29,623		29,136		29,708		2.64
EIP Merger Sub, LLC (Evolve IP) ^{(2)(3)(5)(12)(13)(16)}	Telecommunications	L + 6.25% (1.00% Floor)	6/7/2021	27,284		26,618		26,738		2.37
Emergency Communications Network, LLC ^{(2)(3)(4)(5)(13)(16)}	Telecommunications	L + 6.25% (1.00% Floor)	6/1/2023	24,875		24,669		24,850		2.20



Investments—non-controlled/non-affiliated ⁽¹⁾	Industry	Interest Rate ⁽²⁾	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁶⁾		Fair Value⁽⁷⁾		Percentage of Net Assets
First Lien Debt (77.04%) (continued)
EP Minerals, LLC^{(2)(3)(4)(13)}	Metals & Mining	L + 4.50% (1.00% Floor)	8/20/2020	$	7,920	$	7,901	$	7,931	0.70	%
FCX Holdings Corp. ^{(2)(3)(4)(13)(16)}	Capital Equipment	L + 4.50% (1.00% Floor)	8/4/2020	3,820		3,823		3,824		0.34
Frontline Technologies Holdings, LLC ^{(2)(3)(5)(15)}	Software	L + 6.50% (1.00% Floor)	9/18/2023	39,197		38,757		39,159		3.47
FWR Holding Corporation ^{(2)(3)(4)(5)(13)(15)}	Beverage, Food & Tobacco	L + 6.00% (1.00% Floor)	8/21/2023	36,692		35,525		36,098		3.20
Global Franchise Group, LLC ^{(2)(3)(4)(5)(13)(15)}	Beverage, Food & Tobacco	L + 5.75% (1.00% Floor)	12/18/2019	14,468		14,345		14,468		1.28
Global Software, LLC^{(2)(3)(4)(13)(16)}	High Tech Industries	L + 5.25% (1.00% Floor)	5/2/2022	20,800		20,501		20,774		1.84
Green Energy Partners/Stonewall LLC^{(2)(3)(4)(13)}	Energy: Electricity	L + 5.50% (1.00% Floor)	11/13/2021	19,950		19,621		19,334		1.71
Hummel Station LLC ^{(2)(3)(5)(13)(16)}	Energy: Electricity	L + 6.00% (1.00% Floor)	10/27/2022	15,000		14,375		13,905		1.23
Hydrofarm, LLC ^{(2)(5)(13)(16)}	Wholesale	L + 7.00%	5/12/2022	18,763		18,640		18,241		1.62
Indra Holdings Corp. (Totes Isotoner) ^{(2)(3)(5)(13)}	Non-durable Consumer Goods	L + 4.25% (1.00% Floor)	5/1/2021	18,965		17,224		11,222		1.00
Legacy.com Inc. ^{(2)(3)(5)(12)}	High Tech Industries	L + 6.00% (1.00% Floor)	3/20/2023	17,000		16,653		17,558		1.56
Metrogistics LLC ^{(2)(3)(4)(13)}	Transportation: Cargo	L + 6.50% (1.00% Floor)	9/30/2022	17,978		17,774		17,921		1.59
Moxie Liberty LLC ^{(2)(3)(5)(13)}	Energy: Electricity	L + 6.50% (1.00% Floor)	8/21/2020	9,975		9,008		9,148		0.81
National Technical Systems, Inc. ^{(2)(3)(4)(5)(13)(15)(16)}	Aerospace & Defense	L + 6.25% (1.00% Floor)	6/12/2021	26,351		26,072		24,817		2.20
NES Global Talent Finance US LLC (United Kingdom) ^{(2)(3)(4)(8)(13)}	Energy: Oil & Gas	L + 5.50% (1.00% Floor)	10/3/2019	13,600		13,439		13,369		1.19
NMI AcquisitionCo, Inc. ^{(2)(3)(4)(5)(15)}	High Tech Industries	L + 6.75% (1.00% Floor)	9/6/2022	51,091		50,112		50,944		4.52
OnCourse Learning Corporation ^{(2)(3)(4)(5)(13)(15)}	Consumer Services	L + 6.50% (1.00% Floor)	9/12/2021	35,905		35,513		35,740		3.17
Payment Alliance International, Inc. ^{(2)(3)(5)(12)(16)}	Business Services	L + 6.05% (1.00% Floor)	9/15/2021	26,544		25,983		26,464		2.35
Pelican Products, Inc. ^{(2)(3)(4)(13)}	Containers, Packaging & Glass	L + 4.25% (1.00% Floor)	4/11/2020	3,585		3,589		3,581		0.32
Plano Molding Company, LLC^{(2)(3)(4)(5)(16)}	Hotel, Gaming & Leisure	L + 7.50% (1.00% Floor)	5/12/2021	19,523		19,263		16,934		1.50
PMG Acquisition Corporation ^{(2)(3)(4)(5)(13)(15)}	Healthcare & Pharmaceuticals	L + 6.25% (1.00% Floor)	5/22/2022	27,025		26,649		27,161		2.41
PPT Management Holdings, LLC^{(2)(3)(4)(5)(13)}	Healthcare & Pharmaceuticals	L + 6.00% (1.00% Floor)	12/16/2022	24,750		24,572		23,443		2.08
Prime Risk Partners, Inc. ^{(2)(3)(5)(15)}	Banking, Finance, Insurance & Real Estate	L + 5.75% (1.00% Floor)	8/13/2023	1,639		1,594		1,650		0.15
Prime Risk Partners, Inc. ^{(2)(3)(5)(12)(15)}	Banking, Finance, Insurance & Real Estate	L + 5.75% (1.00% Floor)	8/13/2023	20,521		19,959		21,032		1.87
Product Quest Manufacturing, LLC^{(2)(3)(5)(10)(12)}	Containers, Packaging & Glass	L + 6.75% (1.00% Floor)	9/9/2020	33,000		32,270		19,487		1.73
Product Quest Manufacturing, LLC ^{(2)(3)(5)(15)(16)}	Containers, Packaging & Glass	L + 6.75% (3.25% Floor)	3/31/2019	2,729		2,729		2,729		0.24



Investments—non-controlled/non-affiliated ⁽¹⁾	Industry	Interest Rate ⁽²⁾	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁶⁾		Fair Value⁽⁷⁾		Percentage of Net Assets
First Lien Debt (77.04%) (continued)
Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) ^{(2)(3)(4)(13)}	Wholesale	L + 4.50% (1.00% Floor)	1/28/2020	$	14,910	$	14,285	$	14,133	1.25	%
QW Holding Corporation (Quala) ^{(2)(3)(4)(5)(13)}	Environmental Industries	L + 6.75% (1.00% Floor)	8/31/2022	36,549		35,772		35,715		3.17
Reliant Pro Rehab, LLC ^{(2)(3)(5)(12)}	Healthcare & Pharmaceuticals	L + 10.00% (1.00% Floor)	12/28/2018	24,563		24,544		24,563		2.18
Smile Doctors, LLC ^{(2)(3)(5)(13)(15)}	Healthcare & Pharmaceuticals	L + 5.75% (1.00% Floor)	10/6/2022	9,059		8,930		9,011		0.80
SolAero Technologies Corp.^{(2)(3)(4)(5)(16)}	Telecommunications	L + 5.25% (1.00% Floor)	12/10/2020	24,828		24,221		23,416		2.08
Superior Health Linens, LLC^{(2)(3)(4)(5)(13)(15)(16)}	Business Services	L + 6.50% (1.00% Floor)	9/30/2021	21,061		20,788		21,026		1.87
Surgical Information Systems, LLC ^{(2)(3)(4)(5)(12)(13)(16)}	High Tech Industries	L + 5.00% (1.00% Floor)	4/24/2023	30,000		29,728		30,075		2.67
T2 Systems Canada, Inc.^{(2)(3)(4)(16)}	Transportation: Consumer	L + 6.75% (1.00% Floor)	9/28/2022	4,009		3,926		3,950		0.35
T2 Systems, Inc. ^{(2)(3)(4)(5)(13)(15)(16)}	Transportation: Consumer	L + 6.75% (1.00% Floor)	9/28/2022	32,649		31,956		32,146		2.85
The Hilb Group, LLC ^{(2)(3)(5)(12)(15)}	Banking, Finance, Insurance & Real Estate	L + 6.00% (1.00% Floor)	6/24/2021	38,622		38,132		38,204		3.39
The SI Organization, Inc.^{(2)(3)(4)(5)(13)}	Aerospace & Defense	L + 4.75% (1.00% Floor)	11/23/2019	14,300		14,310		14,419		1.28
The Topps Company, Inc. ^{(2)(3)(4)(13)}	Non-durable Consumer Goods	L + 6.00% (1.25% Floor)	10/2/2020	23,130		22,970		22,991		2.04
TruckPro, LLC ^{(2)(3)(4)(13)}	Automotive	L + 5.00% (1.00% Floor)	8/6/2018	8,860		8,850		8,831		0.78
Tweddle Group, Inc. ^{(2)(3)(4)(13)}	Media: Advertising, Printing & Publishing	L + 6.00% (1.00% Floor)	10/24/2022	7,356		7,266		7,264		0.64
Vetcor Professional Practices, LLC ^{(2)(3)(4)(5)(13)(15)}	Consumer Services	L + 6.25% (1.00% Floor)	4/20/2021	38,868		38,502		38,725		3.43
Vistage Worldwide, Inc. ^{(2)(3)(4)(13)(16)}	Business Services	L + 5.50% (1.00% Floor)	8/19/2021	32,916		32,753		32,916		2.92
VRC Companies, LLC ^{(2)(3)(4)(5)(13)(15)(16)}	Business Services	L + 6.50% (1.00% Floor)	3/31/2023	38,600		37,873		38,541		3.42
W/S Packaging Group Inc. ^{(2)(3)(4)(16)}	Containers, Packaging & Glass	L + 5.00% (1.00% Floor)	8/9/2019	4,004		3,887		3,789		0.34
Watchfire Enterprises, Inc. ^(2)(3)(13)	Media: Advertising, Printing & Publishing	L + 4.25% (1.00% Floor)	10/2/2020	1,362		1,351		1,362		0.12
Winchester Electronics Corporation ^{(2)(3)(4)(5)(13)}	Capital Equipment	L + 6.50% (1.00% Floor)	6/30/2022	36,547		36,292		36,933		3.28
Zenith Merger Sub, Inc. ^{(2)(3)(4)(5)(13)(15)}	Business Services	L + 5.50% (1.00% Floor)	12/12/2023	15,290		15,069		15,198		1.35
Zest Holdings, LLC ^{(2)(3)(4)(13)(16)}	Durable Consumer Goods	L + 4.25% (1.00% Floor)	8/16/2023	3,431		3,423		3,453		0.31
First Lien Debt Total						$	1,526,058	$	1,515,845	134.46	%

Second Lien Debt (12.51%)
AIM Group USA Inc. ^{(2)(3)(4)(5)(13)}	Aerospace & Defense	L + 9.00% (1.00% Floor)	8/2/2022	$	23,000	$	22,737	$	23,230	2.06	%
AmeriLife Group, LLC ^{(2)(3)(5)(13)(16)}	Banking, Finance, Insurance & Real Estate	L + 8.75% (1.00% Floor)	1/10/2023	22,000		21,647		21,817		1.94



Investments—non-controlled/non-affiliated ⁽¹⁾	Industry	Interest Rate ⁽²⁾	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁶⁾		Fair Value⁽⁷⁾		Percentage of Net Assets
Second Lien Debt (12.51%) (continued)
Argon Medical Devices, Inc.^{(2)(3)(4)(5)(16)}	Healthcare & Pharmaceuticals	L + 9.50% (1.00% Floor)	6/23/2022	$	25,000	$	24,447	$	25,000	2.22	%
Argon Medical Devices Holdings, Inc.^{(2)(3)(5)(16)}	Healthcare & Pharmaceuticals	L + 8.00% (1.00% Floor)	1/23/2026	7,500		7,465		7,515		0.67
Berlin Packaging L.L.C. ^{(2)(3)(13)(16)}	Containers, Packaging & Glass	L + 6.75% (1.00% Floor)	10/1/2022	1,146		1,140		1,153		0.10
Confie Seguros Holding II Co.^{(2)(3)(5)(13)}	Banking, Finance, Insurance & Real Estate	L + 9.50% (1.25% Floor)	5/8/2019	9,000		8,959		8,715		0.77
Drew Marine Group Inc.^{(2)(3)(4)(5)(13)(16)}	Chemicals, Plastics & Rubber	L + 7.00% (1.00% Floor)	5/19/2021	12,500		12,484		12,456		1.10
Genex Holdings, Inc. ^{(2)(3)(5)(16)}	Banking, Finance, Insurance & Real Estate	L + 7.75% (1.00% Floor)	5/30/2022	8,990		8,915		8,924		0.79
Paradigm Acquisition Corp. ^{(2)(3)(5)(17)}	Business Services	L + 8.50% (1.00% Floor)	10/12/2025	9,600		9,507		9,584		0.85
Pathway Partners Vet Management Company LLC ^{(2)(3)(5)(15)(16)}	Consumer Services	L + 8.00% (1.00% Floor)	10/10/2025	7,751		7,644		7,741		0.69
Pexco LLC ^{(2)(3)(5)(16)}	Chemicals, Plastics & Rubber	L + 8.00% (1.00% Floor)	5/8/2025	20,000		19,818		20,362		1.81
Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) ^(2)(3)(5)	Wholesale	L + 8.50% (1.00% Floor)	7/28/2020	3,000		2,967		2,485		0.22
Q International Courier, LLC ^{(2)(3)(5)(16)}	Transportation: Cargo	L + 8.25% (1.00% Floor)	9/19/2025	18,750		18,384		18,621		1.65
Reladyne, Inc. ^{(2)(3)(4)(13)}	Wholesale	L + 9.50% (1.00% Floor)	1/21/2023	5,000		4,884		4,929		0.44
Rough Country, LLC ^{(2)(3)(5)(13)(16)}	Durable Consumer Goods	L + 8.50% (1.00% Floor)	11/25/2023	42,500		41,311		42,802		3.80
Santa Cruz Holdco, Inc. ^(2)(3)(5)	Non-durable Consumer Goods	L + 8.25% (1.00% Floor)	12/13/2024	17,138		16,967		17,079		1.51
Superion, LLC (fka Ramundsen Public Sector, LLC) ^(2)(3)(13)	Sovereign & Public Finance	L + 8.50% (1.00% Floor)	1/31/2025	1,800		1,784		1,820		0.16
Watchfire Enterprises, Inc.^(2)(3)(5)	Media: Advertising, Printing & Publishing	L + 8.00% (1.00% Floor)	10/2/2021	7,000		6,941		7,000		0.62
Zywave, Inc. ^(2)(3)(5)	High Tech Industries	L + 9.00% (1.00% Floor)	11/17/2023	4,950		4,886		5,000		0.44
Second Lien Debt Total						$	242,887	$	246,233	21.84	%

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2017

(dollar amounts in thousands)



Investments—non-controlled/non-affiliated⁽¹⁾	Industry	Shares/ Units	Cost		Fair Value⁽⁷⁾		Percentage of Net Assets
Equity Investments (0.89%) ⁽⁵⁾
CIP Revolution Holdings, LLC	Media: Advertising, Printing & Publishing	30,000	$	300	$	369	0.03	%
Dade Paper & Bag, LLC	Forest Products & Paper	1,500,000	1,500		2,140		0.19
DecoPac, Inc.	Non-durable Consumer Goods	1,500,000	1,500		1,500		0.13
Derm Growth Partners III, LLC (Dermatology Associates)	Healthcare & Pharmaceuticals	1,000,000	1,000		1,796		0.16
GS Holdco LLC (Global Software, LLC)	High Tech Industries	1,000,000	1,001		1,550		0.14
Legacy.com Inc.	High Tech Industries	1,500,000	1,500		1,739		0.15
Power Stop Intermediate Holdings, LLC	Automotive	7,150	369		1,191		0.11
Rough Country, LLC	Durable Consumer Goods	754,775	755		873		0.08
T2 Systems Parent Corporation	Transportation: Consumer	555,556	556		499		0.04
Tailwind HMT Holdings Corp.	Energy: Oil & Gas	2,000,000	2,000		2,000		0.18
THG Acquisition, LLC (The Hilb Group, LLC)	Banking, Finance, Insurance & Real Estate	1,500,000	1,500		2,287		0.20
Zenith American Holding, Inc.	Business Services	1,561,644	1,562		1,562		0.14
Equity Investments Total			$	13,543	$	17,506	1.55	%
Total investments—non-controlled/non-affiliated			$	1,782,488	$	1,779,584	157.85	%



Investments—non-controlled/affiliated ^(5)(18)	Industry	Interest Rate ⁽²⁾	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁶⁾			Fair Value⁽⁷⁾			Percentage of Net Assets
First Lien Debt (0.78%)
TwentyEighty, Inc. - Revolver ^(2)(3)(15)	Business Services	L + 8.00% (1.00% Floor)	3/21/2020	$	—	$	(6	)	$	(20	)	—	%
TwentyEighty, Inc. - (Term A Loans) ⁽²⁾⁽³⁾	Business Services	L + 3.50% (1.00% Floor), cash, 4.50% PIK	3/21/2020	3,890		3,871			3,760			0.33
TwentyEighty, Inc. - (Term B Loans)	Business Services	1.00% cash, 7.00% PIK	3/21/2020	6,715		6,494			6,360			0.57
TwentyEighty, Inc. - (Term C Loans)	Business Services	0.25% cash, 8.75% PIK	3/21/2020	6,521		5,914			5,331			0.47
First Lien Debt Total						$	16,273		$	15,431		1.37	%



Investments—non-controlled/affiliated^(5)(18)	Industry	Shares/Units	Cost		Fair Value⁽⁷⁾		Percentage of Net Assets
Equity Investments (0.00%)
TwentyEighty Investors LLC	Business Services	69,786	$	—	$	—	—	%
Equity Investments Total			$	—	$	—	—	%
Total Investments - non-controlled/affiliated			$	16,273	$	15,431	1.37	%



Investments—controlled/affiliated	Industry	Interest Rate⁽²⁾	Maturity Date	Par Amount/ LLC Interest		Cost		Fair Value⁽⁷⁾		Percentage of Net Assets
Investment Fund (8.77%) ⁽⁸⁾
Middle Market Credit Fund, LLC, Mezzanine Loan ^{(2)(5)(9)(11)}	Investment Fund	L + 9.00%	6/22/2018	$	85,750	$	85,750	$	85,750	7.61	%
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest ^(5)(11)	Investment Fund	0.001%	3/1/2021	86,501		86,501		86,766		7.7
Investment Fund Total						$	172,251	$	172,516	15.31	%
Total investments—controlled/affiliated						$	172,251	$	172,516	15.31	%
Total investments						$	1,971,012	$	1,967,531	174.53	%

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2017

(dollar amounts in thousands)

(1)

Unless otherwise indicated, issuers of debt and equity investments held by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) are domiciled in the United States and issuers of structured finance obligations are domiciled in the Cayman Islands. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2017, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2017, the Company is not an “affiliated person” of any of these portfolio companies.

(2)

Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has provided the interest rate in effect as of December 31, 2017. As of December 31, 2017, all of our LIBOR loans were indexed to the 90-day LIBOR rate at 1.69%, except for those loans as indicated in Notes 16 and 17 below.


(3)	Loan includes interest rate floor feature.

(4)

Denotes that all or a portion of the assets are owned by the Company’s wholly owned subsidiary, TCG BDC SPV LLC (the “SPV”). The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the Company or Carlyle GMS Finance MM CLO 2015-1 LLC (the “2015-1 Issuer”).

(5)

Denotes that all or a portion of the assets are owned by the Company. The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility” and, together with the SPV Credit Facility, the “Facilities”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the SPV or the 2015-1 Issuer.


(6)	Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.

(7)

Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, equity investments and the investment fund mezzanine loan was determined using significant unobservable inputs.


(8)	The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.


(9)	Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.


(10)	Loan was on non-accrual status as of December 31, 2017.


(11)	Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC, for more details.

(12)

In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders as follows: Dimensional Dental Management, LLC (4.58%), EIP Merger Sub, LLC (Evolve IP) (3.97%), Legacy.com Inc. (4.11%), Payment Alliance International, Inc. (2.70%), Prime Risk Partners, Inc. (3.32%), Product Quest Manufacturing, LLC (3.54%), Reliant Pro Rehab (nil), Surgical Information Systems, LLC (1.01%) and The Hilb Group, LLC (3.38%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.


(13)	Denotes that all or a portion of the assets are owned by the 2015-1 Issuer and secure the notes issued in connection with a $400,000 term debt securitization completed by the Company on June 26, 2015 (the “2015-1 Debt Securitization”, see Note 7, 2015-1 Notes). Accordingly, such assets are not available to the creditors of the SPV or the Company.

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2017

(dollar amounts in thousands)


(14)	As of December 31, 2017, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:



First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments	Type	Unused Fee	Par/ Principal Amount		Fair Value
Achilles Acquisition LLC	Delayed Draw	1.00%	$	2,051	$	(18	)
Advanced Instruments, LLC	Revolver	0.50	1,167		—
AMS Group HoldCo, LLC	Delayed Draw	1.00	5,491		—
AMS Group HoldCo, LLC	Revolver	0.50	2,315		—
Captive Resources Midco, LLC	Delayed Draw	1.25	3,571		(11		)
Captive Resources Midco, LLC	Revolver	0.50	2,143		(7		)
CIP Revolution Holdings, LLC	Revolver	0.50	1,331		(5		)
Continuum Managed Services HoldCo, LLC	Delayed Draw	1.00	1,917		25
Continuum Managed Services HoldCo, LLC	Revolver	0.50	2,500		32
Datto, Inc.	Revolver	0.50	726		4
DermaRite Industries LLC	Revolver	0.50	3,848		(28		)
Derm Growth Partners III, LLC (Dermatology Associates)	Revolver	0.50	2,420		(10		)
Dimensional Dental Management, LLC	Delayed Draw	1.00	9,584		(35		)
Direct Travel, Inc.	Delayed Draw	1.00	4,118		7
Frontline Technologies Holdings, LLC	Delayed Draw	1.00	7,705		(6		)
FWR Holding Corporation	Delayed Draw	1.00	9,333		(111		)
FWR Holding Corporation	Revolver	0.50	3,889		(46		)
Global Franchise Group, LLC	Revolver	0.50	495		—
National Technical Systems, Inc.	Revolver	0.50	2,500		(161		)
NMI AcquisitionCo, Inc.	Revolver	0.50	1,280		(4		)
OnCourse Learning Corporation	Revolver	0.50	1,324		(6		)
Pathway Partners Vet Management Company LLC	Delayed Draw	1.00	3,410		(3		)
Prime Risk Partners, Inc.	Delayed Draw	0.50	768		4
Prime Risk Partners, Inc.	Delayed Draw	0.50	9,562		163
PMG Acquisition Corporation	Revolver	0.50	2,356		9
Product Quest Manufacturing, LLC	Revolver	0.50	3,229		—
Smile Doctors, LLC	Delayed Draw	1.00	6,345		(26		)
Smile Doctors, LLC	Revolver	0.50	827		(3		)
Superior Health Linens, LLC	Revolver	0.50	2,617		(4		)
T2 Systems, Inc.	Revolver	0.50	1,760		(26		)
The Hilb Group, LLC	Delayed Draw	1.00	3,594		(36		)
TwentyEighty, Inc. (f/k/a Miller Heiman, Inc.)	Revolver	0.50	607		(20		)
Vetcor Professional Practices, LLC	Delayed Draw	1.00	8,248		(31		)
VRC Companies, LLC	Delayed Draw	0.75	3,294		(8		)
VRC Companies, LLC	Revolver	0.50	401		(1		)
Zenith Merger Sub, Inc.	Revolver	0.50	1,648		(9		)
Total unfunded commitments			$	118,374	$	(371	)


(16)	As of December 31, 2017, this LIBOR loan was indexed to the 30-day LIBOR rate at 1.56%.


(17)	As of December 31, 2017, this LIBOR loan was indexed to the 180-day LIBOR rate at 1.84%.


(18)	Under the Investment Company Act, the Company is deemed an “affiliated person” of this portfolio company because the Company owns 5% or more of the portfolio company’s outstanding voting securities.

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2017

(dollar amounts in thousands)

As of December 31, 2017, investments at fair value consisted of the following:



Type	Amortized Cost		Fair Value		% of Fair Value
First Lien Debt (excluding First Lien/Last Out)	$	1,295,406	$	1,293,641	65.75	%
First Lien/Last Out Unitranche	246,925		237,635		12.08
Second Lien Debt	242,887		246,233		12.51
Equity Investments	13,543		17,506		0.89
Investment Fund	172,251		172,516		8.77
Total	$	1,971,012	$	1,967,531	100.00	%

The rate type of debt investments at fair value as of December 31, 2017 was as follows:



Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	$	1,772,810	$	1,765,818	99.34	%
Fixed Rate	12,408		11,691		0.66
Total	$	1,785,218	$	1,777,509	100.00	%

The industry composition of investments at fair value as of December 31, 2017 was as follows:



Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	$	63,119	$	62,466	3.17	%
Automotive	10,112		10,916		0.55
Banking, Finance, Insurance & Real Estate	171,272		173,935		8.84
Beverage, Food & Tobacco	49,870		50,566		2.57
Business Services	177,862		178,985		9.10
Capital Equipment	40,115		40,757		2.07
Chemicals, Plastics & Rubber	32,302		32,818		1.67
Construction & Building	24,373		24,595		1.25
Consumer Services	120,327		121,147		6.16
Containers, Packaging & Glass	46,509		33,635		1.71
Durable Consumer Goods	57,948		59,490		3.02
Energy: Electricity	43,004		42,387		2.15
Energy: Oil & Gas	15,439		15,369		0.78
Environmental Industries	35,772		35,715		1.82
Forest Products & Paper	50,322		52,024		2.64
Healthcare & Pharmaceuticals	230,705		232,715		11.83
High Tech Industries	181,671		186,695		9.49
Hotel, Gaming & Leisure	48,399		46,642		2.37
Investment Fund	172,251		172,516		8.77
Media: Advertising, Printing & Publishing	34,775		34,988		1.78
Metals & Mining	7,901		7,931		0.40
Non-durable Consumer Goods	58,661		52,792		2.68
Software	55,515		56,069		2.85
Sovereign & Public Finance	1,784		1,820		0.09
Telecommunications	79,297		78,813		4.01
Transportation: Cargo	84,493		85,362		4.34
Transportation: Consumer	36,438		36,595		1.86
Wholesale	40,776		39,788		2.03
Total	$	1,971,012	$	1,967,531	100.00	%

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2017

(dollar amounts in thousands)

The geographical composition of investments at fair value as of December 31, 2017 was as follows:



Geography	Amortized Cost		Fair Value		% of Fair Value
United Kingdom	$	13,439	$	13,369	0.68	%
United States	1,957,573		1,954,162		99.32
Total	$	1,971,012	$	1,967,531	100.00	%

The accompanying notes are an integral part of these consolidated financial statements.

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2016

(dollar amounts in thousands)



Investments—non-controlled/non-affiliated (1)	Industry	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (6)			Fair Value (7)			Percentage of Net Assets
First Lien Debt (80.09%)
Access CIG, LLC ^{(2)(3)(4)(13)}	Business Services	L + 5.00% (1.00% Floor)	10/17/2021	$	18,335	$	18,222		$	18,335		2.40	%
Advanced Instruments, LLC ^{(2)(3)(4)(5)(13)(15)}	Healthcare & Pharmaceuticals	L + 5.25% (1.00% Floor)	10/31/2022	22,500		22,019			22,252			2.91
AF Borrower LLC (Accuvant) ^(2)(3)(4)	High Tech Industries	L + 5.25% (1.00% Floor)	1/28/2022	16,113		15,923			16,113			2.11
Alpha Packaging Holdings, Inc. ^{(2)(3)(4)(13)}	Containers, Packaging & Glass	L + 4.25% (1.00% Floor)	5/12/2020	11,322		11,313			11,322			1.48
Anaren, Inc. ^{(2)(3)(4)(13)}	Telecommunications	L + 4.50% (1.00% Floor)	2/18/2021	10,869		10,800			10,869			1.42
Audax AAMP Holdings, Inc.^{(2)(3)(4)(13)}	Durable Consumer Goods	L + 6.00% (1.00% Floor)	6/24/2017	10,424		10,400			10,348			1.35
BAART Programs, Inc. ^(2)(4)(16)	Healthcare & Pharmaceuticals	L + 7.75% (0.00% Floor)	10/9/2021	7,406		7,355			7,534			0.99
Brooks Equipment Company, LLC ^{(2)(3)(4)(13)}	Construction & Building	L + 5.00% (1.00% Floor)	8/29/2020	6,694		6,657			6,683			0.87
Capstone Logistics Acquisition, Inc.^{(2)(3)(4)(13)}	Transportation: Cargo	L + 4.50% (1.00% Floor)	10/7/2021	19,478		19,337			19,212			2.51
Captive Resources Midco,LLC ^{(2)(3)(4)(13)(15)}	Banking, Finance, Insurance & Real Estate	L + 5.75% (1.00% Floor)	6/30/2020	29,050		28,683			29,009			3.80
Central Security Group, Inc. ^{(2)(3)(4)(13)(16)}	Consumer Services	L + 5.63% (1.00% Floor)	10/6/2020	28,658		28,300			28,557			3.74
CIP Revolution Holdings, LLC ^{(2)(3)(5)(15)}	Media: Advertising, Printing & Publishing	L + 6.00% (1.00% Floor)	8/19/2021	16,500		16,325			16,585			2.17
Colony Hardware Corporation ^{(2)(3)(4)(13)}	Construction & Building	L + 6.00% (1.00% Floor)	10/23/2021	17,038		16,806			17,038			2.23
Datapipe, Inc. ^{(2)(3)(13)(16)}	Telecommunications	L + 4.75% (1.00% Floor)	3/15/2019	9,750		9,666			9,764			1.28
Dent Wizard International Corporation ^{(2)(3)(4)(13)(16)}	Automotive	L + 4.75% (1.00% Floor)	4/7/2020	7,216		7,190			7,216			0.94
Derm Growth Partners III, LLC (Dermatology Associates) ^{(2)(3)(4)(5)(13)(15)}	Healthcare & Pharmaceuticals	L + 6.50% (1.00% Floor)	5/31/2022	32,929		32,393			32,958			4.31
Dimensional Dental Management, LLC ^{(2)(3)(5)(12)(15)}	Healthcare & Pharmaceuticals	L + 7.00% (1.00% Floor)	2/12/2021	18,000		17,601			17,811			2.33
Dimora Brands, Inc. (fka TK USA Enterprises,Inc.) ^{(2)(3)(5)(15)}	Construction & Building	L + 4.50% (1.00% Floor)	4/4/2022	—		(60		)	(30		)	—
Direct Travel, Inc. ^{(2)(3)(4)(5)(13)(15)}	Hotel, Gaming & Leisure	L + 6.50% (1.00% Floor)	12/1/2021	12,842		12,420			12,712			1.66
EIP Merger Sub, LLC (Evolve IP) ^{(2)(3)(5)(12)}	Telecommunications	L + 6.25% (1.00% Floor)	6/7/2021	23,750		23,098			23,242			3.04
Emerging Markets Communications, LLC ^{(2)(3)(4)(8)(13)}	Telecommunications	L + 5.75% (1.00% Floor)	7/1/2021	17,730		16,299			17,730			2.32
EP Minerals, LLC ^{(2)(3)(4)(13)}	Metals & Mining	L + 4.50% (1.00% Floor)	8/20/2020	10,264		10,232			10,259			1.34
FCX Holdings Corp. ^{(2)(3)(4)(13)(16)}	Capital Equipment	L + 4.50% (1.00% Floor)	8/4/2020	9,856		9,852			9,856			1.29
Genex Holdings, Inc. ^{(2)(3)(13)(16)}	Banking, Finance, Insurance & Real Estate	L + 4.25% (1.00% Floor)	5/30/2021	4,200		4,187			4,196			0.55
Global Software, LLC ^{(2)(3)(4)(13)(16)}	High Tech Industries	L + 5.50% (1.00% Floor)	5/2/2022	16,163		15,880			16,163			2.12
Green Energy Partners/Stonewall LLC ^{(2)(3)(5)(13)}	Energy: Electricity	L + 5.50% (1.00% Floor)	11/13/2021	16,600		16,475			16,598			2.17
Green Plains II LLC ^{(2)(3)(4)(5)(13)(15)}	Beverage, Food & Tobacco	L + 7.00% (1.00% Floor)	10/3/2022	15,205		15,059			15,379			2.01
Hummel Station LLC ^{(2)(3)(5)(13)(16)}	Energy: Electricity	L + 6.00% (1.00% Floor)	10/27/2022	21,000		20,308			20,160			2.64
Imagine! Print Solutions, LLC ^{(2)(3)(4)(13)}	Media: Advertising, Printing & Publishing	L + 6.00% (1.00% Floor)	3/30/2022	18,461		18,213			18,603			2.43
Imperial Bag & Paper Co. LLC^{(2)(3)(4)(13)(16)}	Forest Products & Paper	L + 6.00% (1.00% Floor)	1/7/2022	24,074		23,752			23,924			3.13
Indra Holdings Corp. (Totes Isotoner)^{(2)(3)(5)(13)}	Non-durable Consumer Goods	L + 4.25% (1.00% Floor)	5/1/2021	14,224		14,130			10,553			1.38
International Medical Group, Inc. ^{(2)(3)(5)(12)}	Banking, Finance, Insurance & Real Estate	L + 6.50% (1.00% Floor)	10/30/2020	30,000		29,505			30,237			3.96
Jackson Hewitt Inc. ^{(2)(3)(4)(13)}	Retail	L + 7.00% (1.00% Floor)	7/30/2020	8,758		8,625			8,320			1.09

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2016

(dollar amounts in thousands)



Investments—non-controlled/non-affiliated (1)	Industry	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (6)		Fair Value (7)		Percentage of Net Assets
First Lien Debt (80.09%) (continued)
Metrogistics LLC ^{(2)(3)(4)(5)(13)}	Transportation: Cargo	L + 6.50% (1.00% Floor)	9/30/2022	$	15,200	$	14,986	$	15,094	1.98	%
MSX International, Inc. ^{(2)(3)(4)(13)}	Automotive	L + 5.00% (1.00% Floor)	8/21/2020	8,940		8,882		8,940		1.17
National Technical Systems, Inc. ^{(2)(3)(4)(13)(15)}	Aerospace & Defense	L + 6.25% (1.00% Floor)	6/12/2021	25,123		24,854		23,927		3.13
NES Global Talent Finance US LLC (United Kingdom) ^{(2)(3)(4)(8)(13)}	Energy: Oil & Gas	L + 5.50% (1.00% Floor)	10/3/2019	11,250		11,132		10,911		1.43
OnCourse Learning Corporation ^{(2)(3)(4)(5)(13)(15)(16)}	Consumer Services	L + 6.50% (1.00% Floor)	9/12/2021	26,141		25,770		26,220		3.43
Paradigm Acquisition Corp.^{(2)(3)(4)(13)}	Business Services	L + 5.00% (1.00% Floor)	6/2/2022	23,246		22,963		23,223		3.04
Pelican Products, Inc. ^{(2)(3)(4)(13)}	Containers, Packaging & Glass	L + 4.25% (1.00% Floor)	4/11/2020	7,643		7,654		7,593		0.99
Plano Molding Company, LLC ^{(2)(3)(4)(5)(13)}	Hotel, Gaming & Leisure	L + 7.00% (1.00% Floor)	5/12/2021	18,163		18,030		17,302		2.26
PPT Management Holdings, LLC ^(2)(3)(5)	Healthcare & Pharmaceuticals	L + 6.00% (1.00% Floor)	12/16/2022	22,500		22,288		22,426		2.93
Premier Senior Marketing, LLC ^{(2)(3)(5)(16)}	Banking, Finance, Insurance & Real Estate	L + 5.00% (1.00% Floor)	7/1/2022	3,741		3,690		3,741		0.49
Product Quest Manufacturing, LLC ^{(2)(3)(4)(5)(12)}	Containers, Packaging & Glass	L + 5.75% (1.00% Floor)	9/9/2020	28,000		27,565		25,838		3.38
Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) ^(2)(3)(4)	Wholesale	L + 4.50% (1.00% Floor)	1/28/2020	10,798		10,739		8,101		1.06
PSC Industrial Holdings Corp ^{(2)(3)(4)(13)}	Environmental Industries	L + 4.75% (1.00% Floor)	12/5/2020	11,760		11,679		11,290		1.48
PSI Services LLC ^{(2)(3)(4)(5)(12)(16)}	Business Services	L + 6.75% (1.00% Floor)	2/27/2021	32,705		32,022		34,784		4.56
PT Intermediate Holdings III,LLC (Parts Town) ^{(2)(3)(4)(5)(13)(15)}	Wholesale	L + 6.50% (1.00% Floor)	6/23/2022	17,417		17,215		17,563		2.30
QW Holding Corporation (Quala) ^{(2)(3)(4)(5)(13)}	Environmental Industries	L + 6.75% (1.00% Floor)	8/31/2022	29,925		29,084		30,009		3.93
Reliant Pro Rehab, LLC ^{(2)(3)(5)(12)}	Healthcare & Pharmaceuticals	L + 10.00% (1.00% Floor)	12/29/2017	22,331		22,024		22,331		2.92
SolAero Technologies Corp.^(2)(3)(4)(5)	Telecommunications	L + 5.25% (1.00% Floor)	12/10/2020	19,677		19,541		18,901		2.47
Superior Health Linens, LLC ^{(2)(3)(4)(5)(13)(15)}	Business Services	L + 6.50% (1.00% Floor)	9/30/2021	19,206		18,891		19,068		2.50
T2 Systems, Inc.^{(2)(3)(4)(5)(13)(15)(16)}	Transportation: Consumer	L + 6.75% (1.00% Floor)	9/28/2022	22,950		22,333		23,208		3.04
T2 Systems Canada, Inc. ^{(2)(3)(5)(16)}	Transportation: Consumer	L + 6.75% (1.00% Floor)	9/28/2022	4,050		3,952		4,090		0.54
Teaching Strategies, LLC ^{(2)(3)(4)(13)}	Media: Advertising, Printing & Publishing	L + 5.50% (0.50% Floor)	10/1/2019	13,369		13,333		13,369		1.75
The Hilb Group, LLC ^{(2)(3)(5)(12)(15)}	Banking, Finance, Insurance & Real Estate	L + 6.50% (1.00% Floor)	6/24/2021	29,682		29,113		29,826		3.90
The SI Organization, Inc. ^{(2)(3)(4)(13)}	Aerospace & Defense	L + 4.75% (1.00% Floor)	11/23/2019	8,574		8,527		8,676		1.15
The Topps Company, Inc. ^{(2)(3)(4)(13)}	Non-durable Consumer Goods	L + 6.00% (1.25% Floor)	10/2/2020	18,707		18,629		18,795		2.46
TruckPro, LLC ^{(2)(3)(4)(13)(16)}	Automotive	L + 5.00% (1.00% Floor)	8/6/2018	9,292		9,267		9,262		1.21
Tweddle Group, Inc. ^{(2)(3)(4)(13)}	Media: Advertising, Printing & Publishing	L + 6.00% (1.00% Floor)	10/24/2022	16,200		15,885		16,114		2.11
TwentyEighty, Inc. (fka Miller Heiman, Inc.) ^{(2)(3)(5)(10)(13)}	Business Services	L + 6.00% (1.00% Floor)	9/30/2019	18,719		18,571		7,628		1.00
U.S. Farathane, LLC ^{(2)(3)(4)(13)}	Automotive	L + 4.75% (1.00% Floor)	12/23/2021	1,925		1,895		1,925		0.25
U.S. TelePacific Holdings Corp.^(2)(3)(5)	Telecommunications	L + 8.50% (1.00% Floor)	2/24/2021	30,000		29,149		29,853		3.91
Vetcor Professional Practices, LLC ^{(2)(3)(4)(5)(13)(15)}	Consumer Services	L + 6.25% (1.00% Floor)	4/20/2021	25,001		24,623		25,164		3.29

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2016

(dollar amounts in thousands)



Investments—non-controlled/non-affiliated (1)	Industry	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (6)		Fair Value (7)		Percentage of Net Assets
First Lien Debt (80.09%) (continued)
Violin Finco S.A.R.L. (Alexander Mann Solutions) (United Kingdom) ^{(2)(3)(4)(8)(13)}	Business Services	L + 4.75% (1.00% Floor)	12/20/2019	$	10,065	$	10,012	$	10,058	1.32	%
Vistage Worldwide, Inc. ^{(2)(3)(4)(13)(16)}	Business Services	L + 5.50% (1.00% Floor)	8/19/2021	28,757		28,524		28,688		3.75
Vitera Healthcare Solutions, LLC ^{(2)(3)(4)(13)}	Healthcare & Pharmaceuticals	L + 5.00% (1.00% Floor)	11/4/2020	9,104		9,050		9,078		1.19
Winchester Electronics Corporation ^{(2)(3)(4)(5)(13)(15)}	Capital Equipment	L + 6.50% (1.00% Floor)	6/30/2022	27,367		26,959		27,460		3.59
Zest Holdings, LLC ^{(2)(3)(4)(13)}	Durable Consumer Goods	L + 4.75% (1.00% Floor)	8/16/2020	9,530		9,530		9,584		1.25
First Lien Debt Total						$	1,145,326	$	1,139,548	149.13	%

Second Lien Debt (12.08%)
AF Borrower LLC (Accuvant) ^(2)(3)(5)	High Tech Industries	L + 9.00% (1.00% Floor)	1/30/2023	$	8,000	$	7,934	$	8,000	1.05	%
AIM Group USA Inc. ^{(2)(3)(5)(13)}	Aerospace & Defense	L + 9.00% (1.00% Floor)	8/2/2022	23,000		22,701		23,196		3.04
AmeriLife Group, LLC ^(2)(3)(5)	Banking, Finance, Insurance & Real Estate	L + 8.75% (1.00% Floor)	1/10/2023	20,000		19,656		19,208		2.51
Argon Medical Devices, Inc. ^(2)(3)(4)(5)	Healthcare & Pharmaceuticals	L + 9.50% (1.00% Floor)	6/23/2022	24,000		23,363		24,233		3.17
Berlin Packaging L.L.C. ^{(2)(3)(5)(13)}	Containers, Packaging & Glass	L + 6.75% (1.00% Floor)	10/1/2022	2,927		2,910		2,953		0.39
Charter NEX US Holdings, Inc.^{(2)(3)(5)(13)}	Chemicals, Plastics & Rubber	L + 8.25% (1.00% Floor)	2/5/2023	7,394		7,303		7,468		0.98
Confie Seguros Holding II Co. ^{(2)(3)(5)(16)}	Banking, Finance, Insurance & Real Estate	L + 9.00% (1.25% Floor)	5/8/2019	12,000		11,921		11,918		1.56
Drew Marine Group Inc. ^{(2)(3)(4)(5)(13)}	Chemicals, Plastics & Rubber	L + 7.00% (1.00% Floor)	5/19/2021	12,500		12,481		12,333		1.61
Genex Holdings, Inc. ^(2)(3)(5)	Banking, Finance, Insurance & Real Estate	L + 7.75% (1.00% Floor)	5/30/2022	7,990		7,915		7,978		1.04
Institutional Shareholder Services Inc. ^{(2)(3)(5)(13)}	Banking, Finance, Insurance & Real Estate	L + 8.50% (1.00% Floor)	4/29/2022	12,500		12,408		12,359		1.62
Jazz Acquisition, Inc. (Wencor) ^{(2)(3)(5)(13)}	Aerospace & Defense	L + 6.75% (1.00% Floor)	6/19/2022	6,700		6,677		5,572		0.73
MRI Software, LLC ^(2)(3)(5)	Software	L + 8.00% (1.00% Floor)	6/23/2022	11,250		11,110		11,265		1.47
Power Stop, LLC ⁽⁵⁾⁽⁹⁾	Automotive	11.00%	5/29/2022	10,000		9,831		9,863		1.29
Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) ^(2)(3)(5)	Wholesale	L + 8.50% (1.00% Floor)	7/28/2020	3,000		2,960		1,682		0.22
Vitera Healthcare Solutions, LLC ^(2)(3)(4)	Healthcare & Pharmaceuticals	L + 8.25% (1.00% Floor)	11/4/2021	2,000		1,979		1,945		0.26
Watchfire Enterprises, Inc. ^{(2)(3)(5)(13)}	Media: Advertising, Printing & Publishing	L + 8.00% (1.00% Floor)	10/2/2021	7,000		6,932		6,976		0.91
Zywave, Inc. ^(2)(3)(5)	High Tech Industries	L + 9.00% (1.00% Floor)	11/17/2023	4,950		4,879		4,915		0.64
Second Lien Debt Total						$	172,960	$	171,864	22.49	%

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2016

(dollar amounts in thousands)



Investments—non-controlled/non-affiliated (1)	Industry	Maturity Date	Par Amount		Amortized Cost (6)		Fair Value (7)		Percentage of Net Assets
Structured Finance Obligations (0.37%) (5)(8)(11)
1776 CLO I, Ltd., Subordinated Notes	Structured Finance	5/8/2020	$	11,750	$	6,739	$	2,761	0.36	%
Clydesdale CLO 2005, Ltd., Subordinated Notes	Structured Finance	12/6/2017	5,750		—		10		—
MSIM Peconic Bay, Ltd., Subordinated Notes	Structured Finance	7/20/2019	4,500		63		5		—
Nautique Funding Ltd., Income Notes	Structured Finance	4/15/2020	5,000		2,437		2,440		0.32
Structured Finance Obligations Total					$	9,239	$	5,216	0.68	%



Investments—non-controlled/non-affiliated (1)	Industry	Shares/Units	Cost		Fair Value (7)		Percentage of Net Assets
Equity Investments (0.46%) (5)
CIP Revolution Investments, LLC	Media: Advertising, Printing & Publishing	30,000	$	300	$	352	0.05	%
Derm Growth Partners III, LLC (Dermatology Associates)	Healthcare & Pharmaceuticals	1,000,000	1,000		976		0.13
GS Holdco LLC (Global Software, LLC)	High Tech Industries	1,000,000	1,001		1,126		0.15
Power Stop Intermediate Holdings, LLC	Automotive	7,150	715		1,208		0.16
T2 Systems Parent Corporation	Transportation: Consumer	555,556	556		584		0.07
THG Acquisition, LLC (The Hilb Group, LLC)	Banking, Finance, Insurance & Real Estate	1,500,000	1,499		2,228		0.29
Equity Investments Total			$	5,071	$	6,474	0.85	%
Total Investments—non-controlled/non-affiliated			$	1,332,596	$	1,323,102	173.15	%



Investments—controlled/affiliated	Industry	Interest Rate (2)	Maturity Date	Par Amount/ LLC Interest		Cost		Fair Value (7)		Percentage of Net Assets
Investment Fund (7.00%) ⁽⁸⁾
Middle Market Credit Fund, LLC, Mezzanine Loan ^{(2)(5)(9)(14)}	Investment Fund	L + 9.50%	6/24/2017	$	62,384	$	62,384	$	62,384	8.16	%
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest ^(5)(14)	Investment Fund	0.001	3/1/2021	35,001		35,001		37,273		4.88
Investment Fund Total						$	97,385	$	99,657	13.04	%
Total investments—controlled/affiliated						$	97,385	$	99,657	13.04	%
Total investments						$	1,429,981	$	1,422,759	186.19	%

(1)

Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States and issuers of structured finance obligations are domiciled in the Cayman Islands. Under the Investment Company Act the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2016, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2016, the Company is not an “affiliated person” of any of these portfolio companies.

(2)

Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has provided the interest rate in effect as of December 31, 2016. As of December 31, 2016, all of our LIBOR loans were indexed to the 90-day LIBOR rate at 1.00%, except for those loans as indicated in Note 16 below.


(3)	Loan includes interest rate floor feature.


(4)	Denotes that all or a portion of the assets are owned by the SPV. The SPV has entered into the SPV Credit Facility. The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV. Accordingly, such assets are not available to creditors of the Company or the 2015-1 Issuer.


(5)	Denotes that all or a portion of the assets are owned by the Company. The Company has entered into the Credit Facility. The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company. Accordingly, such assets are not available to creditors of the SPV or the 2015-1 Issuer.

(6)

Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method. Equity tranche CLO fund investments, which are referred to as “structured finance obligations”, are recorded at amortized cost using the effective interest method.

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2016

(dollar amounts in thousands)


(7)	Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements), pursuant to the Company’s valuation policy.


(8)	The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.


(9)	Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.


(10)	Loan was on non-accrual status as of December 31, 2016.

(11)

As of December 31, 2016, the Company has a greater than 25% but less than 50% equity or subordinated notes ownership interest in certain structured finance obligations. These investments have governing documents that preclude the Company from controlling management of the entity and therefore the Company has determined that the issuer of the investment is not a controlled affiliate or a non-controlled affiliate because the investments are not “voting securities”.

(12)

In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders as follows: Dimensional Dental Management, LLC (4.54%), EIP Merger Sub, LLC (Evolve IP) (3.84%), International Medical Group, Inc. (4.64%), Product Quest Manufacturing, LLC (3.54%), PSI Services LLC (4.40%), Reliant Pro Rehab, LLC (nil) and The Hilb Group, LLC (3.96%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.


(13)	Denotes that all or a portion of the assets are owned by the 2015-1 Issuer and secure the notes issued in connection with the 2015-1 Debt Securitization. Accordingly, such assets are not available to the creditors of the SPV or the Company.


(14)	Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC, for more details.


(15)	As of December 31, 2016, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:



First Lien Debt—unfunded delayed draw and revolving term loans commitments	Type	Unused Fee		Par/ Principal Amount		Fair Value
Advanced Instruments, LLC	Revolver	0.50	%	$	2,500	$	(25	)
Captive Resources Midco, LLC	Revolver	0.50	%	1,875		(2		)
Captive Resources Midco, LLC	Delayed Draw	1.25	%	3,125		(4		)
CIP Revolution Holdings, LLC	Revolver	0.50	%	1,331		6
CIP Revolution Holdings, LLC	Delayed Draw	0.75	%	1,331		6
Derm Growth Partners III, LLC (Dermatology Associates)	Revolver	0.50	%	1,672		1
Derm Growth Partners III, LLC (Dermatology Associates)	Delayed Draw	1.00	%	5,247		4
Dimensional Dental Management, LLC	Delayed Draw	1.00	%	2,507		(23		)
Dimora Brands, Inc. (fka TK USA Enterprises, Inc.)	Revolver	0.50	%	4,750		(30		)
Direct Travel, Inc.	Delayed Draw	1.00	%	9,658		(56		)
Green Plains II LLC	Revolver	0.50	%	1,352		14
National Technical Systems, Inc.	Revolver	0.50	%	2,031		(102		)
National Technical Systems, Inc.	Delayed Draw	1.00	%	4,469		(165		)
OnCourse Learning Corporation	Revolver	0.50	%	859		2
PT Intermediate Holdings III, LLC (Parts Town)	Revolver	0.50	%	2,025		15
Superior Health Linens, LLC	Revolver	0.50	%	2,735		(17		)
T2 Systems, Inc.	Revolver	0.50	%	2,933		29
The Hilb Group, LLC	Delayed Draw	1.00	%	3,810		16
Vetcor Professional Practices, LLC	Delayed Draw	1.00	%	3,057		18
Winchester Electronics Corporation	Delayed Draw	1.00	%	2,500		8
Total unfunded commitments				$	59,767	$	(305	)


(16)	As of December 31, 2016, this LIBOR loan was indexed to the 30-day LIBOR rate at 0.77%.

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2016

(dollar amounts in thousands)

As of December 31, 2016, investments at fair value consisted of the following:



Type	Amortized Cost		Fair Value		% of Fair Value
First Lien Debt (excluding First Lien/Last Out)	$	964,398	$	955,478	67.15	%
First Lien/Last Out Unitranche	180,928		184,070		12.94
Second Lien Debt	172,960		171,864		12.08
Structured Finance Obligations	9,239		5,216		0.37
Equity Investments	5,071		6,474		0.46
Investment Fund	97,385		99,657		7.00
Total	$	1,429,981	$	1,422,759	100.00	%

The rate type of debt investments at fair value as of December 31, 2016 was as follows:



Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	$	1,308,455	$	1,301,549	99.25	%
Fixed Rate	9,831		9,863		0.75
Total	$	1,318,286	$	1,311,412	100.00	%

The industry composition of investments at fair value as of December 31, 2016 was as follows:



Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	$	62,759	$	61,371	4.31	%
Automotive	37,780		38,414		2.70
Banking, Finance, Insurance & Real Estate	148,577		150,700		10.59
Beverage, Food & Tobacco	15,059		15,379		1.08
Business Services	149,205		141,784		9.97
Capital Equipment	36,811		37,316		2.62
Chemicals, Plastics & Rubber	19,784		19,801		1.39
Construction & Building	23,403		23,691		1.67
Consumer Services	78,693		79,941		5.62
Containers, Packaging & Glass	49,442		47,706		3.35
Durable Consumer Goods	19,930		19,932		1.40
Energy: Electricity	36,783		36,758		2.59
Energy: Oil & Gas	11,132		10,911		0.77
Environmental Industries	40,763		41,299		2.90
Forest Products & Paper	23,752		23,924		1.68
Healthcare & Pharmaceuticals	159,072		161,544		11.36
High Tech Industries	45,617		46,317		3.26
Hotel, Gaming & Leisure	30,450		30,014		2.11
Investment Fund	97,385		99,657		7.00
Media: Advertising, Printing & Publishing	70,988		71,999		5.06
Metals & Mining	10,232		10,259		0.72
Non-durable Consumer Goods	32,759		29,348		2.06
Retail	8,625		8,320		0.58
Software	11,110		11,265		0.79
Structured Finance	9,239		5,216		0.37
Telecommunications	108,553		110,359		7.76
Transportation: Cargo	34,323		34,306		2.41
Transportation: Consumer	26,841		27,882		1.96
Wholesale	30,914		27,346		1.92
Total	$	1,429,981	$	1,422,759	100.00	%

TCG BDC, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2016

(dollar amounts in thousands)

The geographical composition of investments at fair value as of December 31, 2016 was as follows:



Geography	Amortized Cost		Fair Value		% of Fair Value
Cayman Islands	$	9,239	$	5,216	0.37	%
United Kingdom	21,144		20,969		1.47
United States	1,399,598		1,396,574		98.16
Total	$	1,429,981	$	1,422,759	100.00	%

The accompanying notes are an integral part of these consolidated financial statements.

TCG BDC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2017

(dollar amounts in thousands, except per share data)

1. ORGANIZATION

TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) is a Maryland corporation formed on February 8, 2012, and structured as an externally managed, non-diversified closed-end investment company. The Company is managed by its investment adviser, Carlyle Global Credit Investment Management L.L.C. (formerly known as Carlyle GMS Investment Management L.L.C., “CGCIM” or “Investment Adviser”), a wholly owned subsidiary of The Carlyle Group L.P. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company’s investment objective is to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies, which the Company defines as companies with approximately $10 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which the Company believes is a useful proxy for cash flow. The Company seeks to achieve its investment objective primarily through direct originations of secured debt, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with the balance of our assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, the Company expects that between 70% and 80% of the value of its assets will be invested in Middle Market Senior Loans. The Company expects that the composition of its portfolio will change over time given the Investment Adviser’s view on, among other things, the economic and credit environment (including with respect to interest rates) in which the Company is operating.

The Company invests primarily in loans to middle market companies whose debt, if rated, is rated below investment grade, and, if not rated, would likely be rated below investment grade if it were rated (that is, below BBB- or Baa3, which is often referred to as “junk”). Exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower’s capacity to pay interest and repay principal.

On May 2, 2013, the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations. Effective March 15, 2017, the Company changed its name from “Carlyle GMS Finance, Inc.” to “TCG BDC, Inc.” On June 19, 2017, the Company closed its initial public offering (“IPO”), issuing 9,454,200 shares of its common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of $169,488. Shares of common stock of TCG BDC began trading on the NASDAQ Global Select Market under the symbol “CGBD” on June 14, 2017.

Until December 31, 2017, the Company was an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012. As of June 30, 2017, the market value of the common stock held by non-affiliates exceeded $700,000. Accordingly, the Company ceased to be an emerging growth company as of December 31, 2017.

The Company is externally managed by the Investment Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. Carlyle Global Credit Administration L.L.C. (formerly known as Carlyle GMS Finance Administration L.L.C., “CGCA” or the “Administrator”) provides the administrative services necessary for the Company to operate. Both the Investment Adviser and the Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of The Carlyle Group L.P. “Carlyle” refers to The Carlyle Group L.P. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global alternative asset manager publicly traded on NASDAQ Global Select Market under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.

TCG BDC SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on January 3, 2013. The SPV invests in first and second lien senior secured loans. The SPV is a wholly owned subsidiary of the Company and is

consolidated in these consolidated financial statements commencing from the date of its formation, January 3, 2013. Effective March 15, 2017, the SPV changed its name from “Carlyle GMS Finance SPV LLC” to “TCG BDC SPV LLC”.

On June 9, 2017, pursuant to the Agreement and Plan of Merger, dated May 3, 2017 (the “Agreement”), by and between the Company and NF Investment Corp. (“NFIC”), NFIC merged with and into the Company (the “NFIC Acquisition”), with the Company as the surviving entity. The NFIC Acquisition was accounted for as an asset acquisition. NFIC SPV LLC (the “NFIC SPV” and, together with the SPV, the “SPVs”) is a Delaware limited liability company that was formed on June 18, 2013. Upon the consummation of the NFIC Acquisition, the NFIC SPV became a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the closing date of the NFIC Acquisition, June 9, 2017. Refer to Note 13, NFIC Acquisition, for details.

On June 26, 2015, the Company completed a $400,000 term debt securitization (the “2015-1 Debt Securitization”). The notes offered in the 2015-1 Debt Securitization (the “2015-1 Notes”) were issued by Carlyle GMS Finance MM CLO 2015-1 LLC (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of the Company, and are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. Refer to Note 7 for details. The 2015-1 Issuer is consolidated in these consolidated financial statements commencing from the date of its formation, May 8, 2015.

On February 29, 2016, the Company and Credit Partners USA LLC (“Credit Partners”) entered into an amended and restated limited liability company agreement, which was subsequently amended on June 24, 2016 (as amended, the “Limited Liability Company Agreement”) to co-manage Middle Market Credit Fund, LLC (“Credit Fund”). Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000 each. Refer to Note 5, Middle Market Credit Fund, LLC, for details.

As a BDC, the Company is required to comply with certain regulatory requirements. As part of these requirements, the Company must not acquire any assets other than “qualifying assets” specified in the Investment Company Act unless, at the time the acquisition is made, at least 70% of its total assets are qualifying assets (with certain limited exceptions).

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. Pursuant to this election, the Company generally does not have to pay corporate level taxes on any income that it distributes to stockholders, provided that the Company satisfies those requirements.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Accounting Standards Update (“ASU”) 2013-08, Financial Services—Investment Companies (“ASU 2013-08”): Amendments to the Scope, Measurement and Disclosure Requirements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, the SPV and the 2015-1 Issuer. All significant intercompany balances and transactions have been eliminated. US GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.

The annual financial statements have been prepared in accordance with US GAAP for annual financial information and pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation S-X. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the years presented have been included.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that

management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on base management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results could differ from these estimates and such differences could be material.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3 for further information about fair value measurements.

Cash and cash equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments (e.g. money market funds, U.S. treasury notes) with original maturities of three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. The Company’s cash and cash equivalents are held with two large financial institutions and cash held in such financial institutions may, at times, exceed the Federal Deposit Insurance Corporation insured limit.

Revenue Recognition

Interest from Investments and Realized Gain/Loss on Investments

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. At time of exit, the realized gain or loss on an investment is the difference between the amortized cost at time of exit and the cash received at exit using the specific identification method.

The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. As of December 31, 2017, the fair value of the loan in the portfolio with PIK provisions was $15,451, which represents approximately 0.8% of total investments at fair value. For the year ended December 31, 2017, the Company earned $1,057 in PIK income included in interest income in the accompanying Consolidated Statements of Operations. As of December 31, 2016 and for the year then ended, no loans in the portfolio contained PIK provisions.

Dividend Income

Dividend income from the investment fund is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment fund and are expected to be collected.

Other Income

Other income may include income such as consent, waiver, amendment, syndication and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the years ended December 31, 2017, 2016 and 2015, the Company earned $10,526, $6,635 and $834, respectively, in other income, primarily from amendment, syndication and prepayment fees.

Non-Accrual Income

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2017 and 2016, the fair value of the loan in the portfolio on non-accrual status was $19,487 and $7,628, respectively, which represents approximately 1.0% and 0.5%, respectively, of total investments at fair value. The remaining first and second lien debt investments were performing and current on their interest payments as of December 31, 2017 and 2016 and for the years then ended.

SPV Credit Facility, Credit Facility and 2015-1 Notes Related Costs, Expenses and Deferred Financing Costs (See Note 6, Borrowings, and Note 7, 2015-1 Notes)

Interest expense and unused commitment fees on the SPV Credit Facility and Credit Facility are recorded on an accrual basis. Unused commitment fees are included in credit facility fees in the accompanying Consolidated Statements of Operations.

The SPV Credit Facility and Credit Facility are recorded at carrying value, which approximates fair value.

Deferred financing costs include capitalized expenses related to the closing or amendments of the SPV Credit Facility and Credit Facility. Amortization of deferred financing costs for each credit facility is computed on the straight-line basis over the respective term of each credit facility, except for a portion that was accelerated in connection with the amendment of the SPV Credit Facility as described in Note 6. The unamortized balance of such costs is included in deferred financing costs in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in credit facility fees in the accompanying Consolidated Statements of Operations.

Debt issuance costs include capitalized expenses including structuring and arrangement fees related to the offering of the 2015-1 Notes. Amortization of debt issuance costs for the 2015-1 Notes is computed on the effective yield method over the term of the 2015-1 Notes. The unamortized balance of such costs is presented as a direct deduction to the carrying amount of the 2015-1 Notes in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense in the accompanying Consolidated Statements of Operations.

The 2015-1 Notes are recorded at carrying value, which approximates fair value.

Organization and Offering Costs

Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, including legal, underwriting, printing and other costs, as well as costs associated with the preparation and filing of applicable registration statements. Upon consummation of the IPO, the Company is no longer a closed–end fund with a continuous offering period and, thus, offering costs are charged against equity when incurred. During the year ended December 31, 2017, $3,088 of the offering costs were incurred, 50% of which were paid by the Investment Adviser.

Income Taxes

For federal income tax purposes, the Company has elected to be treated as a RIC under the Code, and intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for

the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.

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. All penalties and interest associated with income taxes, if any, are included in income tax expense. For the years ended December 31, 2017, 2016 and 2015, the Company incurred $264, $76 and $0, respectively, in excise tax expense.

The SPV and the 2015-1 Issuer are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

Dividends and Distributions to Common Stockholders

To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its common stockholders. Dividends and distributions to common stockholders are recorded on the record date. The amount to be distributed is determined by the Board of Directors each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

Prior to July 5, 2017, the Company had an “opt in” dividend reinvestment plan. Effective on July 5, 2017, the Company converted the “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan that provides for reinvestment of dividends and other distributions on behalf of the stockholders, other than those stockholders who have “opted out” of the plan. As a result of adopting the plan, if our Board of Directors authorizes, and the Company declares, a cash dividend or distribution, the stockholders who have not elected to “opt out” of the dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash. Each registered stockholder may elect to have such stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered stockholder that does not so elect, distributions on such stockholder’s shares will be reinvested by State Street Bank and Trust Company, our plan administrator, in additional shares. The number of shares to be issued to the stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable withholding taxes. The Company intends to use primarily newly issued shares to implement the plan so long as the market value per share is equal to or greater than the net asset value per share on the relevant valuation date. If the market value per share is less than the net asset value per share on the relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless the Company instructs the plan administrator otherwise.

Functional Currency

The functional currency of the Company is the U.S. Dollar and all transactions were in U.S. Dollars.

Recent Accounting Standards Updates

The Financial Accounting Standards Board ("FASB") issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-9”) in May 2014 and subsequently issued several amendments to the standard. ASU 2014-9, and related amendments, provide comprehensive guidance for recognizing revenue from contracts with customers. Entities will be able to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. The guidance in ASU 2014-9, and the related amendments, is effective for the Company on January 1, 2018. The Company has elected to adopt the ASU on January 1, 2018, which did not have a material impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash. ASU 2016-18 clarifies the presentation of restricted cash in the statement of cash flows by requiring the amounts described as restricted cash be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. If cash and cash equivalents and restricted cash are presented separately on the

statement of financial position, a reconciliation of these separate line items to the total cash amount included in the statement of cash flows will be required either in the footnotes or on the face of the statement of cash flows. This guidance is effective for annual reporting periods, and the interim periods within those periods, beginning after December 15, 2017 and early adoption is permitted. The Company has elected to adopt the ASU on January 1, 2018, which did not have a material impact on the Company’s consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

The Company applies fair value accounting in accordance with the terms of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. The Company values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Company determines whether the quote obtained is sufficient according to US GAAP to determine the fair value of the security. The Company may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.

Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Company’s Board of Directors, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of senior management; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment other than Credit Fund is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) the Audit Committee of the Board of Directors (the “Audit Committee”) reviews the assessments of the Investment Adviser and the third-party valuation firm and provides the Board of Directors with any recommendations with respect to changes to the fair value of each investment in the portfolio; and (v) the Board of Directors discusses the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.

All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:


•	the nature and realizable value of any collateral;


•	call features, put features and other relevant terms of debt;


•	the portfolio company’s leverage and ability to make payments;


•	the portfolio company’s public or private credit rating;


•	the portfolio company’s actual and expected earnings and discounted cash flow;


•	prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;


•	the markets in which the portfolio company does business and recent economic and/or market events; and


•	comparisons to comparable transactions and publicly traded securities.

Investment performance data utilized are the most recently available financial statements and compliance certificates received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.

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 the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of December 31, 2017, 2016 and 2015.

US GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:

•

Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. The types of financial instruments in Level 1 generally include unrestricted securities, including equities and derivatives, listed in active markets. The Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

•

Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. The type of financial instruments in this category generally includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

•

Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are in this category generally include investments in privately-held entities, CLOs, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Investment Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

Transfers between levels, if any, are recognized at the beginning of the year in which the transfers occur. For the years ended December 31, 2017 and 2016, there were no transfers between levels.

The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2017 and 2016:



	December 31, 2017
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	1,531,276	$	1,531,276
Second Lien Debt	—		—		246,233		246,233
Equity Investments	—		—		17,506		17,506
Investment Fund
Mezzanine Loan	—		—		85,750		85,750
Subtotal	$	—	$	—	$	1,880,765	$	1,880,765
Investments measured at net asset value ⁽¹⁾							$	86,766
Total							$	1,967,531

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Assets
First Lien Debt	$	—	$	—	$	1,139,548	$	1,139,548
Second Lien Debt	—		—		171,864		171,864
Structured Finance Obligations	—		—		5,216		5,216
Equity Investments	—		—		6,474		6,474
Investment Fund
Mezzanine Loan	—		—		62,384		62,384
Subtotal	$	—	$	—	$	1,385,486	$	1,385,486
Investments measured at net asset value ⁽¹⁾							$	37,273
Total							$	1,422,759


(1)	Amount represents the Company’s subordinated loan and member’s interest investments in Credit Fund. The fair value of these investments has been estimated using the net asset value of the Company’s ownership interests in Credit Fund.

The changes in the Company’s investments at fair value for which the Company has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments still held are as follows:



	Financial Assets
	For the year ended December 31, 2017
	First Lien Debt			Second Lien Debt			Structured Finance Obligations			Equity Investments			Investment Fund - Mezzanine Loan			Total
Balance, beginning of year	$	1,139,548		$	171,864		$	5,216		$	6,474		$	62,384		$	1,385,486
Purchases	968,783			175,763			—			8,818			135,960			1,289,324
Sales	(201,994		)	(12,377		)	—			—			—			(214,371		)
Paydowns	(371,499		)	(94,891		)	(6,147		)	(346		)	(112,594		)	(585,477		)
Accretion of discount	9,955			1,792			—			—			—			11,747
Net realized gains (losses)	(8,240		)	(360		)	(3,092		)	—			—			(11,692		)
Net change in unrealized appreciation (depreciation)	(5,277		)	4,442			4,023			2,560			—			5,748
Balance, end of year	$	1,531,276		$	246,233		$	—		$	17,506		$	85,750		$	1,880,765
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of December 31, 2017 included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	(9,040	)	$	3,672		$	—		$	2,560		—			$	(2,808	)



	Financial Assets
	For the year ended December 31, 2016
	First Lien Debt			Second Lien Debt			Structured Finance Obligations			Equity Investments		Investment Fund - Mezzanine Loan			Total
Balance, beginning of year	$	785,459		$	210,396		$	44,812		$	2,424	$	—		$	1,043,091
Purchases	594,633			38,380			—			2,857		84,784			720,654
Sales	(77,434		)	(25,398		)	(33,327		)	—		—			(136,159		)
Paydowns	(167,699		)	(57,855		)	(7,041		)	—		(22,400		)	(254,995		)
Accretion of discount	4,757			850			(31		)	—		—			5,576
Net realized gains (losses)	(40		)	275			(10,302		)	—		—			(10,067		)
Net change in unrealized appreciation (depreciation)	(128		)	5,216			11,105			1,193		—			17,386
Balance, end of year	$	1,139,548		$	171,864		$	5,216		$	6,474	$	62,384		$	1,385,486
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of December 31, 2016 included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	(1,000	)	$	3,331		$	1,372		$	1,193	$	—		$	4,896

The Company generally uses the following framework when determining the fair value of investments that are categorized as Level 3:

Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The income approach typically uses a discounted cash flow analysis of the portfolio company.

Investments in debt securities that do not have sufficient coverage through the enterprise value analysis are valued based on an expected probability of default and discount recovery analysis.

Investments in debt securities with sufficient coverage through the enterprise value analysis are generally valued using a discounted cash flow analysis of the underlying security. Projected cash flows in the discounted cash flow typically represent the relevant security’s contractual interest, fees and principal payments plus the assumption of full principal recovery at the security’s expected maturity date. The discount rate to be used is determined using an average of two market-based methodologies. Investments in debt securities may also be valued using consensus pricing.

Investments in structured finance obligations are generally valued using a discounted cash flow and/or consensus pricing.

Investments in equities are generally valued using a market approach and/or an income approach. The market approach utilizes EBITDA multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The income approach typically uses a discounted cash flow analysis of the portfolio company.

Investments in the subordinated loan and member’s interest of the investment fund are valued using the net asset value of the Company’s ownership interest in the investment fund and investments in the mezzanine loan of the investment fund are valued using discounted cash flow analysis with expected repayment rate of principal and interest.

The following tables summarize the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of December 31, 2017 and 2016:



	Fair Value as		Valuation Techniques	Significant Unobservable Inputs	Range				Weighted Average
	of December 31, 2017		Valuation Techniques	Significant Unobservable Inputs	Low		High		Weighted Average
Investments in First Lien Debt	$	1,369,558	Discounted Cash Flow	Discount Rate	4.85	%	17.40	%	8.18	%
	142,231		Consensus Pricing	Indicative Quotes	59.17		100.83		95.93
	19,487		Income Approach	Discount Rate	9.78	%	9.78	%	9.78	%
			Market Approach	Comparable Multiple	8.33x		8.33x		8.33x
Total First Lien Debt	1,531,276
Investments in Second Lien Debt	211,365		Discounted Cash Flow	Discount Rate	7.61	%	18.26	%	9.43	%
	34,868		Consensus Pricing	Indicative Quotes	96.83		100.58		99.23
Total Second Lien Debt	246,233
Investments in Equity	17,506		Income Approach	Discount Rate	7.60	%	10.61	%	8.81	%
			Market Approach	Comparable Multiple	7.80x		14.69x		10.41x
Total Equity Investments	17,506
Investments in Investment Fund – Mezzanine Loan	85,750		Income Approach	Repayment Rate	100.00	%	100.00	%	100.00	%
Total Investment Fund – Mezzanine Loan	85,750
Total Level 3 Investments	$	1,880,765



	Fair Value as		Valuation Techniques	Significant Unobservable Inputs	Range				Weighted Average
	of December 31, 2016		Valuation Techniques	Significant Unobservable Inputs	Low		High		Weighted Average
Investments in First Lien Debt	$	986,695	Discounted Cash Flow	Discount Rate	4.50	%	16.33	%	7.94	%
	152,853		Consensus Pricing	Indicative Quotes	40.75		106.36		97.29
Total First Lien Debt	1,139,548
Investments in Second Lien Debt	153,657		Discounted Cash Flow	Discount Rate	7.93	%	11.05	%	9.75	%
	16,525		Consensus Pricing	Indicative Quotes	83.17		100.88		94.48
	1,682		Income Approach	Discount Rate	15.32	%	15.32	%	15.32	%
			Market Approach	Comparable Multiple	8.01x		8.68x		8.34x
Total Second Lien Debt	171,864
Investments in Structured Finance Obligations	2,761		Discounted Cash Flow	Discount Rate	22.00	%	22.00	%	22.00	%
				Default Rate	1.13		1.13		1.13
				Prepayment Rate	35.00		35.00		35.00
				Recovery Rate	65.00		65.00		65.00
	2,455		Consensus Pricing	Indicative Quotes	0.10		48.79		48.50
Total Structured Finance Obligations	5,216
Investments in Equity	6,474		Income Approach	Discount Rate	8.68	%	10.40	%	9.41	%
			Market Approach	Comparable Multiple	7.22x		13.71x		11.00x
Total Equity Investments	6,474
Investments in Investment Fund – Mezzanine Loan	62,384		Income Approach	Repayment Rate	100.00	%	100.00	%	100.00	%
Total Investment Fund – Mezzanine Loan	62,384
Total Level 3 Investments	$	1,385,486

The significant unobservable inputs used in the fair value measurement of the Company’s investments in first and second lien debt securities are discount rates, indicative quotes and comparable EBITDA multiples. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or comparable EBITDA multiples in isolation may result in a significantly lower fair value measurement.

The significant unobservable inputs used in the fair value measurement of the Company’s investments in structured finance obligations are discount rates, default rates, prepayment rates, recovery rates and indicative quotes. Significant increases in discount rates, default rates or prepayment rates in isolation would result in a significantly lower fair value measurement, while a significant increase in recovery rates in isolation would result in a significantly higher fair value. Significant decreases in indicative quotes in isolation may result in a significantly lower fair value measurement.

The significant unobservable inputs used in the fair value measurement of the Company’s investments in equities are discount rates and comparable EBITDA multiples. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in comparable EBITDA multiples would result in a significantly lower fair value measurement.

Financial instruments disclosed but not carried at fair value

The following table presents the carrying value and fair value of the Company’s secured borrowings disclosed but not carried at fair value as of December 31, 2017 and 2016:



	December 31, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
Secured borrowings	$	562,893	$	562,893	$	421,885	$	421,885
Total	$	562,893	$	562,893	$	421,885	$	421,885

The carrying values of the secured borrowings approximate their respective fair values and are categorized as Level 3 within the hierarchy. Secured borrowings are valued generally using discounted cash flow analysis. The significant

unobservable inputs used in the fair value measurement of the Company’s secured borrowings are discount rates. Significant increases in discount rates would result in a significantly lower fair value measurement.

The following table represents the carrying values (before debt issuance costs) and fair values of the Company’s 2015-1 Notes disclosed but not carried at fair value as of December 31, 2017 and 2016:



	December 31, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
Aaa/AAA Class A-1A Notes	$	160,000	$	160,064	$	160,000	$	160,072
Aaa/AAA Class A-1B Notes	40,000		40,020		40,000		39,960
Aaa/AAA Class A-1C Notes	27,000		27,014		27,000		26,951
Aa2 Class A-2 Notes	46,000		46,027		46,000		45,784
Total	$	273,000	$	273,125	$	273,000	$	272,767

The fair value determination of the Company’s 2015-1 Notes was based on the market quotation(s) received from broker/dealer(s). These fair value measurements were based on significant inputs not observable and thus represent Level 3 measurements as defined in the accounting guidance for fair value measurement.

The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.

4. RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On April 3, 2013, the Company’s Board of Directors, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”), approved an investment advisory agreement (the “Original Investment Advisory Agreement”) between the Company and the Investment Adviser in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the Investment Company Act. The Original Investment Advisory Agreement was amended on September 15, 2017 (as amended, the “Investment Advisory Agreement”) after the approval of the Company’s Board of Directors, including a majority of the Independent Directors, at an in-person meeting of the Board of Directors held on May 30, 2017 and the approval of the Company’s stockholders at a special meeting of stockholders held on September 15, 2017. The Investment Advisory Agreement was amended, among other things, to (i) reduce the incentive fee payable by the Company to the Investment Adviser from an annual rate of 20% to an annual rate of 17.5%, (ii) delete the incentive fee payment deferral test described below, and (iii) include in the pre-incentive fee net investment income, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. The initial term of the Investment Advisory Agreement is two years from September 15, 2017 and, unless terminated earlier, the Investment Advisory Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board of Directors and by the vote of a majority of the Independent Directors. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party. Subject to the overall supervision of the Board of Directors, the Investment Adviser provides investment advisory services to the Company. For providing these services, the Investment Adviser receives fees from the Company consisting of two components—a base management fee and an incentive fee.

Effective September 15, 2017, the base management fee is calculated and payable quarterly in arrears at an annual rate of 1.50% of the average value of the gross assets at the end of the two most recently completed fiscal quarters, except for the first quarter following the IPO, in which case the base management fee is calculated based on the Company’s gross assets as of the end of such fiscal quarter. In each case, the base management fee will be appropriately adjusted for any share issuances or repurchases during such fiscal quarter and the base management fees for any partial month or quarter will be pro-rated. The Company’s gross assets exclude any cash and cash equivalents and include assets acquired through the incurrence of debt from use of the SPV Credit Facility, Credit Facility and 2015-1 Notes (see Note 6, Borrowings, and Note 7, 2015-1 Notes). For purposes of this calculation, cash and cash equivalents include any temporary investments in cash-equivalents, U.S. government securities and other high quality investment grade debt investments that mature in 12 months or less from the date of investment.

Prior to September 15, 2017, under the Original Investment Advisory Agreement, the base management fee was calculated and payable quarterly in arrears at an annual rate of 1.50% of the average daily gross assets of the Company for the

period adjusted for share issuances or repurchases. Prior to the IPO, the Investment Adviser waived its right to receive one-third (0.50%) of the 1.50% base management fee. Any waived base management fees are not subject to recoupment by the Investment Adviser. The fee waiver terminated when the IPO had been consummated. As previously disclosed, in connection with the IPO, the Investment Adviser agreed to continue the fee waiver until the completion of the first full quarter after the consummation of the IPO. As a result, beginning October 1, 2017, the base management fee is calculated at an annual rate of 1.50% of the Company’s gross assets.

The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the immediately preceding calendar quarter. The second part is determined and payable in arrears based on capital gains as of the end of each calendar year.

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the operating expenses accrued for the quarter (including the base management fee, expenses payable under the administration agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and 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, accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Effective September 15, 2017, pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.50% per quarter (6% annualized) or a “catch-up rate” of 1.82% per quarter (7.28% annualized), as applicable.

Pursuant to the Investment Advisory Agreement, the Company pays its Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:


•	no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which its pre-incentive fee net investment income does not exceed the hurdle rate of 1.50%;

•

100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.82% in any calendar quarter (7.28% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.82%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.82% in any calendar quarter; and


•	17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.82% in any calendar quarter (7.28% annualized) will be payable to the Investment Adviser. This reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of all pre-incentive fee investment income thereafter is allocated to the Investment Adviser.

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 17.5% of realized capital gains, if any, on a cumulative basis from inception through the date of determination, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees, provided that, the incentive fee determined at the end of the first calendar year of operations may be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation.

Prior to September 15, 2017, under the Original Investment Advisory Agreement, pre-incentive fee net investment income, which did not include, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash, and was expressed as a rate of return on the average daily Hurdle Calculation Value (as defined below) throughout the immediately preceding calendar quarter, was compared to a “hurdle rate” of 1.50% per quarter (6% annualized) or a “catch-up” of 1.875% per quarter (7.50% annualized), as applicable. “Hurdle Calculation Value” meant, on any given day, the sum of (x) the value of net assets as of the end of the calendar quarter immediately preceding such day plus (y) the aggregate amount of capital drawn from investors (or reinvested in the Company pursuant to a dividend reinvestment plan) from the beginning of the current quarter to such day minus (z) the aggregate amount of distributions (including share

repurchases) made by the Company from the beginning of the current quarter to such day, but only to the extent such distributions were not declared and accounted for on the books and records in a previous quarter. In addition, under the Original Investment Advisory Agreement, the Company deferred payment of any incentive fee otherwise earned by the Investment Adviser if, during the most recent four full calendar quarter periods ending on or prior to the date such payment is to be made, the sum of (a) the aggregate distributions to stockholders and (b) the change in net assets (defined as gross assets less indebtedness and before taking into account any incentive fees payable during the period) is less than 6.0% of net assets (defined as gross assets less indebtedness) at the beginning of such period. These calculations were adjusted for any share issuances or repurchases. Any deferred incentive fees were carried over for payment in subsequent calculation periods.

As previously disclosed, in connection with the IPO, the Investment Adviser agreed to charge 17.5% instead of 20% with respect to, or effectively waive 2.5% from, the entire calculation of the incentive fee beginning on the first full quarter following the consummation of the IPO until the earlier of (i) October 1, 2017 and (ii) the date that the Company’s stockholders vote on the approval of the amendment to the Original Investment Advisory Agreement. The Company’s stockholders voted to approve the Investment Advisory Agreement on September 15, 2017.

For the years ended December 31, 2017, 2016 and 2015, base management fees were $19,327, $12,359 and $8,907, respectively (net of waiver of $5,927, $6,180 and $4,454, respectively), incentive fees related to pre-incentive fee net investment income were $21,084, $14,905 and $8,881, respectively, and there were no incentive fees related to realized capital gains. For the years ended December 31, 2017, 2016 and 2015, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation). The accrual for any capital gains incentive fee under US GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual.

As of December 31, 2017 and 2016, $13,098 and $8,157, respectively, was included in base management and incentive fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

On April 3, 2013, the Investment Adviser entered into a personnel agreement with The Carlyle Group Employee Co., L.L.C. (“Carlyle Employee Co.”), an affiliate of the Investment Adviser, pursuant to which Carlyle Employee Co. provides the Investment Adviser with access to investment professionals.

Administration Agreement

On April 3, 2013, the Company’s Board of Directors approved an administration agreement (the “Administration Agreement”) between the Company and the Administrator. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to or compensatory distributions received by the Company’s officers (including the Chief Compliance Officer and Chief Financial Officer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley Act internal control assessment. Reimbursement under the Administration Agreement occurs quarterly in arrears.

The initial term of the Administration Agreement is two years from April 3, 2013 and, unless terminated earlier, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On March 20, 2017, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the Administration Agreement for a one year period. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.

For the years ended December 31, 2017, 2016 and 2015, the Company incurred $661, $703 and $595, respectively, in fees under the Administrative Agreement, which were included in administrative service fees in the accompanying Consolidated Statements of Operations. As of December 31, 2017 and 2016, $95 and $137, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

Sub-Administration Agreements

On April 3, 2013, the Administrator entered into sub-administration agreements with Carlyle Employee Co. and CELF Advisors LLP (“CELF”) (the “Carlyle Sub-Administration Agreements”). Pursuant to the Carlyle Sub-Administration Agreements, Carlyle Employee Co. and CELF provide the Administrator with access to personnel.

On April 3, 2013, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and, such agreement, the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreements, the “Sub-Administration Agreements”). On March 11, 2015, the Company’s Board of Directors, including a majority of the Independent Directors, approved an amendment to the State Street Sub-Administration Agreement. The initial term of the State Street Sub-Administration Agreement ends on April 1, 2017 and, unless terminated earlier, the State Street Sub-Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. The State Street Sub-Administration Agreement may be terminated upon at least 60 days’ written notice and without penalty by the vote of a majority of the outstanding securities of the Company, or by the vote of the Board of Directors or by either party to the State Street Sub-Administration Agreement.

For the years ended December 31, 2017, 2016 and 2015, fees incurred in connection with the State Street Sub-Administration Agreement, which amounted to $725, $602 and $486, respectively, were included in other general and administrative in the accompanying Consolidated Statements of Operations. As of December 31, 2017 and 2016, $196 and $159, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.

Placement Fees

On April 3, 2013, the Company entered into a placement fee arrangement with TCG Securities, L.L.C. (“TCG”), a licensed broker-dealer and an affiliate of the Investment Adviser, which may require stockholders to pay a placement fee to TCG for TCG’s services. At the time of the IPO, the placement fee arrangement with TCG was automatically terminated.

For the years ended December 31, 2017, 2016 and 2015, TCG earned placement fees of $19, $12 and $6, respectively, from the Company’s stockholders in connection with the issuance or sale of the Company’s common stock prior to the IPO.

Board of Directors

The Company’s Board of Directors currently consists of five members, three of whom are Independent Directors. On April 3, 2013, the Board of Directors established an Audit Committee consisting of its Independent Directors. The Board of Directors also established a Pricing Committee of the Board of Directors, a Nominating and Governance Committee of the Board of Directors and a Compensation Committee of the Board of Directors, and may establish additional committees in the future. For the years ended December 31, 2017, 2016 and 2015, the Company incurred $443, $553 and $419, respectively, in fees and expenses associated with its Independent Directors and Audit Committee. As of December 31, 2017 and 2016, $25 and $0, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.

Transactions with Credit Fund

During the years ended December 31, 2017 and 2016, the Company sold 17 and 2 investments, respectively, to Credit Fund for proceeds of $135,466 and $39,838, respectively, and realized gains of $190 and $0, respectively. See Note 5, Middle Market Credit Fund, LLC, for further information about Credit Fund.

5. MIDDLE MARKET CREDIT FUND, LLC

Overview

On February 29, 2016, the Company and Credit Partners entered into the Limited Liability Company Agreement to co-manage Credit Fund, an unconsolidated Delaware limited liability company. Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of the Company’s representatives and two of Credit Partners’

representatives. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by the Company. By virtue of its membership interest, the Company and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.

Together with Credit Partners, the Company co-invests through Credit Fund. Investment opportunities for Credit Fund are sourced primarily by the Company and its affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of the Company and Credit Partners. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund, the Company does not believe that it has control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (the “Credit Fund Sub”) and MMCF CLO 2017-1 LLC (the “2017-1 Issuer”), each a Delaware limited liability company, were formed on April 5, 2016 and October 6, 2017, respectively. Credit Fund Sub and the 2017-1 Issuer are wholly owned subsidiaries of Credit Fund and are consolidated in Credit Fund’s consolidated financial statements commencing from the date of their respective formations. Credit Fund Sub and the 2017-1 Issuer primarily invest in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the Company.

Credit Fund, the Company and Credit Partners entered into an administration agreement with CGCA, the administrative agent of Credit Fund (in such capacity, the “Administrative Agent”), pursuant to which the Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at our expense with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Administrative Agent in performing its obligations thereunder.

Selected Financial Data

Since inception of Credit Fund and through December 31, 2017 and 2016, the Company and Credit Partners each made capital contributions of $1 in members’ equity and $86,500 and $35,000, respectively, in subordinated loans to Credit Fund. As of December 31, 2017 and 2016, Credit Fund had net borrowings of $85,750 and $62,384, respectively, in mezzanine loans under a revolving credit facility with the Company (the “Credit Fund Facility”). As of December 31, 2017 and 2016, Credit Fund had subordinated loans and members’ capital of $173,532 and $74,547, respectively. As of December 31, 2017 and 2016, the Company’s ownership interest in such subordinated loans and members’ capital was $86,766 and $37,273, respectively, and in such mezzanine loans was $85,750 and $62,384, respectively.

As of December 31, 2017 and 2016, Credit Fund held cash and cash equivalents totaling $19,502 and $6,103, respectively.

As of December 31, 2017 and 2016, Credit Fund had total investments at fair value of $984,773 and $437,829, respectively, which was comprised of first lien senior secured loans and second lien senior secured loans to 51 and 28 portfolio companies, respectively. As of December 31, 2017 and 2016, no loans in Credit Fund’s portfolio were on non-accrual status or contained PIK provisions. All investments in the portfolio were floating rate debt investments with an interest rate floor. The portfolio companies in Credit Fund are U.S. middle market companies in industries similar to those in which the Company may invest directly. Additionally, as of December 31, 2017 and 2016, Credit Fund had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $72,458 and $30,361, respectively.

Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of December 31, 2017 and 2016:



	As of December 31, 2017			As of December 31, 2016
Senior secured loans ⁽¹⁾	$	993,380		$	439,086
Weighted average yields of senior secured loans based on amortized cost ⁽²⁾	6.80		%	6.47		%
Weighted average yields of senior secured loans based on fair value ⁽²⁾	6.79		%	6.41		%
Number of portfolio companies in Credit Fund	51			28
Average amount per portfolio company ⁽¹⁾	$	19,478		$	15,682


(1)	At par/principal amount.


(2)	Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2017 and 2016. Weighted average yield on debt and income producing securities at

fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.



Consolidated Schedule of Investments as of December 31, 2017
Investments ⁽¹⁾	Industry	Interest Rate	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁵⁾		Fair Value ⁽⁶⁾
First Lien Debt (99.39% of fair value)
Acrisure, LLC ^{(2)(3)(4)(11)}	Banking, Finance, Insurance & Real Estate	L + 4.25% (1.00% Floor)	11/22/2023	$	21,097	$	21,055	$	21,291
Advanced Instruments, LLC ^{(2)(3)(4)(7)(10)(11)(13)}	Healthcare & Pharmaceuticals	L + 5.25% (1.00% Floor)	10/31/2022	11,910		11,793		11,910
Alpha Packaging Holdings, Inc. ^{(2)(3)(4)(13)}	Containers, Packaging & Glass	L + 4.25% (1.00% Floor)	5/12/2020	16,860		16,812		16,860
AM Conservation Holding Corporation ^{(2)(3)(4)(13)}	Energy: Electricity	L + 4.50% (1.00% Floor)	10/31/2022	38,700		38,433		38,553
AMS Finco, S.A.R.L. (Alexander Mann Solutions) (United Kingdom) ^{(2)(3)(4)(11)(13)}	Business Services	L + 5.50% (1.00% Floor)	5/26/2024	24,875		24,646		24,875
Anaren, Inc. ^(2)(3)(4)	Telecommunications	L + 4.50% (1.00% Floor)	2/18/2021	9,993		9,971		9,993
AQA Acquisition Holding, Inc.^{(2)(3)(4)(7)(10)(13)}	High Tech Industries	L + 4.50% (1.00% Floor)	5/24/2023	27,403		27,288		27,403
Big Ass Fans, LLC ^{(2)(3)(4)(13)}	Capital Equipment	L + 4.25% (1.00% Floor)	5/21/2024	8,000		7,964		8,010
Borchers, Inc. ^{(2)(3)(4)(7)(10)(13)}	Chemicals, Plastics & Rubber	L + 4.50% (1.00% Floor)	11/1/2024	15,748		15,694		15,665
Brooks Equipment Company, LLC ^{(2)(3)(4)(13)}	Construction & Building	L + 5.00% (1.00% Floor)	8/29/2020	7,061		7,045		7,061
DBI Holding LLC ^{(2)(3)(4)(11)(13)}	Transportation: Cargo	L + 5.25% (1.00% Floor)	8/1/2021	19,800		19,659		19,833
DecoPac, Inc. ^{(2)(3)(4)(7)(10)(13)}	Non-durable Consumer Goods	L + 4.25% (1.00% Floor)	9/29/2024	13,414		13,270		13,415
Dent Wizard International Corporation ^{(2)(3)(4)(11)}	Automotive	L + 4.75% (1.00% Floor)	4/7/2020	24,502		24,382		24,475
DTI Holdco, Inc. ^{(2)(3)(4)(11)(13)}	High Tech Industries	L + 5.25% (1.00% Floor)	9/30/2023	19,750		19,575		19,663
EIP Merger Sub, LLC (Evolve IP) ^{(2)(3)(4)(8)(11)(13)}	Telecommunications	L + 6.25% (1.00% Floor)	6/7/2022	22,663		22,127		22,153
EIP Merger Sub, LLC (Evolve IP) ^{(2)(3)(9)(11)(13)}	Telecommunications	L + 6.25% (1.00% Floor)	6/7/2022	1,500		1,462		1,470
Empower Payments Acquisitions, Inc. ^{(2)(3)(4)(13)}	Media: Advertising, Printing & Publishing	L + 5.50% (1.00% Floor)	11/30/2023	17,325		17,018		17,325
FCX Holdings Corp. ^{(2)(3)(4)(11)}	Capital Equipment	L + 4.50% (1.00% Floor)	8/4/2020	18,491		18,438		18,512
Golden West Packaging Group LLC ^{(2)(3)(4)(11)(13)}	Containers, Packaging & Glass	L + 5.25% (1.00% Floor)	6/20/2023	20,895		20,709		20,895
HMT Holding Inc. ^{(2)(3)(4)(7)(10)(13)}	Energy: Oil & Gas	L + 4.50% (1.00% Floor)	11/17/2023	35,062		34,387		34,709
J.S. Held LLC^{(2)(3)(4)(7)(10)(13)}	Banking, Finance, Insurance & Real Estate	L + 5.50% (1.00% Floor)	9/27/2023	18,204		18,018		18,144
Jensen Hughes, Inc. ^{(2)(3)(4)(7)(10)(11)(13)}	Utilities: Electric	L + 5.00% (1.00% Floor)	12/4/2021	20,963		20,784		20,963
Kestra Financial, Inc. ^{(2)(3)(4)(13)}	Banking, Finance, Insurance & Real Estate	L + 5.25% (1.00% Floor)	6/24/2022	17,206		17,009		17,203
Mold-Rite Plastics, LLC^{(2)(3)(4)(11)}	Chemicals, Plastics & Rubber	L + 4.50% (1.00% Floor)	12/14/2021	15,000		14,946		14,993
MSHC, Inc. ^{(2)(3)(4)(13)}	Construction & Building	L + 4.25% (1.00% Floor)	7/31/2023	10,000		9,957		10,032
North American Dental Management, LLC ^{(2)(3)(4)(7)(10)(11)(13)}	Healthcare & Pharmaceuticals	L + 5.00% (1.00% Floor)	7/7/2023	23,978		23,157		23,577
North Haven CA Holdings, Inc. (CoAdvantage) ^{(2)(3)(4)(7)(10)(13)}	Business Services	L + 4.50% (1.00% Floor)	10/2/2023	31,565		31,237		31,436
Odyssey Logistics & Technology Corporation ^{(2)(3)(4)(11)(13)}	Transportation: Cargo	L + 4.25% (1.00% Floor)	10/12/2024	20,000		19,906		19,998
PAI Holdco, Inc. (Parts Authority) ^{(2)(3)(4)(7)(10)(11)(13)}	Automotive	L + 4.75% (1.00% Floor)	12/30/2022	16,564		16,459		16,515
Paradigm Acquisition Corp. ^{(2)(3)(4)(13)}	Business Services	L + 4.25% (1.00% Floor)	10/12/2024	23,500		23,445		23,554
Pasternack Enterprises, Inc. (Infinite RF) ^{(2)(3)(4)(11)}	Capital Equipment	L + 5.00% (1.00% Floor)	5/27/2022	20,228		20,134		20,174
Premier Senior Marketing, LLC ^{(2)(3)(4)(11)(13)}	Banking, Finance, Insurance & Real Estate	L + 5.00% (1.00% Floor)	7/1/2022	11,675		11,606		11,628
PSI Services LLC^{(2)(3)(4)(7)(10)(11)(13)}	Business Services	L + 5.00% (1.00% Floor)	1/20/2023	30,676		30,171		30,082
Q Holding Company ^{(2)(3)(4)(13)}	Automotive	L + 5.00% (1.00% Floor)	12/18/2021	17,277		17,227		17,277
QW Holding Corporation (Quala) ^{(2)(3)(4)(7)(10)(11)(13)}	Environmental Industries	L + 6.75% (1.00% Floor)	8/31/2022	11,453		10,879		10,933
Radiology Partners, Inc. ^{(2)(3)(4)(7)(10)(12)}	Healthcare & Pharmaceuticals	L + 5.75% (1.00% Floor)	12/4/2023	25,793		25,494		25,642
Restaurant Technologies, Inc. ^{(2)(3)(4)(11)(13)}	Retail	L + 4.75% (1.00% Floor)	11/23/2022	17,369		17,241		17,219
Sovos Brands Intermediate, Inc.^{(2)(3)(4)(7)(10)(13)}	Beverage, Food & Tobacco	L + 4.50% (1.00% Floor)	7/18/2024	21,568		21,419		21,633
Superion (fka Ramundsen Public Sector, LLC) ^{(2)(3)(4)(13)}	Sovereign & Public Finance	L + 4.25% (1.00% Floor)	2/1/2024	3,970		3,955		4,000
Surgical Information Systems, LLC^{(2)(3)(4)(9)(11)(13)}	High Tech Industries	L + 5.00% (1.00% Floor)	4/24/2023	30,000		29,728		30,075



Consolidated Schedule of Investments as of December 31, 2017
Investments (1)	Industry	Interest Rate	Maturity Date	Par/ Principal Amount		Amortized Cost (5)		Fair Value (6)
First Lien Debt (99.39% of fair value)
Systems Maintenance Services Holding, Inc. ^{(2)(3)(4)(11)(13)}	High Tech Industries	L + 5.00% (1.00% Floor)	10/28/2023	$	24,255	$	24,126	$	20,617
T2 Systems Canada, Inc.^(2)(3)(4)	Transportation: Consumer	L + 6.75% (1.00% Floor)	9/28/2022	2,673		2,617		2,634
T2 Systems, Inc. ^{(2)(3)(4)(7)(10)(13)}	Transportation: Consumer	L + 6.75% (1.00% Floor)	9/28/2022	15,929		15,577		15,679
Teaching Strategies, LLC^{(2)(3)(4)(7)(10)(11)(13)}	Media: Advertising, Printing & Publishing	L + 4.75% (1.00% Floor)	2/27/2023	17,964		17,803		17,952
The Original Cakerie, Ltd. (Canada)^{(2)(3)(4)(7)(10)(11)}	Beverage, Food & Tobacco	L + 5.00% (1.00% Floor)	7/20/2021	6,939		6,879		6,922
The Original Cakerie, Co. (Canada)^{(2)(3)(11)(13)}	Beverage, Food & Tobacco	L + 5.50% (1.00% Floor)	7/20/2021	3,585		3,572		3,579
ThoughtWorks, Inc. ^{(2)(3)(11)(13)}	Business Services	L + 4.50% (1.00% Floor)	10/12/2024	8,000		7,980		8,032
U.S. Acute Care Solutions, LLC^{(2)(3)(4)(13)}	Healthcare & Pharmaceuticals	L + 5.00% (1.00% Floor)	5/15/2021	32,030		31,808		31,537
U.S. TelePacific Holdings Corp. ^{(2)(3)(4)(13)}	Telecommunications	L + 5.00% (1.00% Floor)	5/2/2023	29,850		29,566		28,581
Valicor Environmental Services, LLC^{(2)(3)(4)(7)(10)(11)(13)}	Environmental Industries	L + 5.00% (1.00% Floor)	6/1/2023	27,047		26,576		26,984
WIRB - Copernicus Group, Inc.^{(2)(3)(4)(13)}	Healthcare & Pharmaceuticals	L + 5.00% (1.00% Floor)	8/12/2022	14,838		14,780		14,838
WRE Holding Corp. ^{(2)(3)(4)(7)(10)(11)(13)}	Environmental Industries	L + 4.75% (1.00% Floor)	1/3/2023	5,367		5,283		5,279
Zest Holdings, LLC ^{(2)(3)(4)(11)}	Durable Consumer Goods	L + 4.25% (1.00% Floor)	8/16/2023	19,152		19,107		19,272
Zywave, Inc. ^{(2)(3)(4)(7)(10)(13)}	High Tech Industries	L + 5.00% (1.00% Floor)	11/17/2022	17,663		17,508		17,663
First Lien Debt Total						$	977,682	$	978,718
Second Lien Debt (0.61% of fair value)
Paradigm Acquisition Corp. ^{(2)(3)(12)(13)}	Business Services	L + 8.50% (1.00% Floor)	10/12/2025	$	4,800	$	4,753	$	4,792
Superion, LLC (fka Ramundsen Public Sector, LLC) ^(2)(3)(13)	Sovereign & Public Finance	L + 8.50% (1.00% Floor)	2/1/2025	200		198		202
Zywave, Inc. ^(2)(3)(13)	High Tech Industries	L + 9.00% (1.00% Floor)	11/17/2023	1,050		1,036		1,061
Second Lien Debt Total						$	5,987	$	6,055
Total Investments						$	983,669	$	984,773


(1)	Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2017, the geographical composition of investments as a percentage of fair value was 1.07% in Canada, 2.52% in the United Kingdom, and 96.41% in the United States.

(2)

Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate (“P”)), which generally resets quarterly. For each such loan, Credit Fund has provided the interest rate in effect as of December 31, 2017. As of December 31, 2017, all of Credit Fund’s LIBOR loans were indexed to the 90-day LIBOR rate at 1.69%, except for those loans as indicated in Notes 11 and 12 below.


(3)	Loan includes interest rate floor feature.

(4)

Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund or the 2017-1 Issuer.


(5)	Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.


(6)	Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements.


(7)	Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. The lenders of the Credit Fund Facility have a first lien security interest in substantially all of the assets of Credit Fund. Accordingly, such assets are not available to creditors of Credit Fund Sub or the 2017-1 Issuer.

(8)

Credit Fund receives less than the stated interest rate of this loan as a result of an agreement among lenders. The interest rate reduction is 1.25% on EIP Merger Sub, LLC (Evolve IP). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/first out loan, which has first priority ahead of the first lien/last out loan with respect to principal, interest and other payments.

(9)

In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders as follows: EIP Merger Sub, LLC (Evolve IP) (3.97%) and Surgical Information Systems, LLC (1.01%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.


(10)	As of December 31, 2017, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:



First Lien Debt – unfunded delayed draw and revolving term loans commitments	Type	Unused Fee		Par/ Principal Amount		Fair Value
Advanced Instruments, LLC	Revolver	0.50	%	$	1,333	$	—
AQA Acquisition Holding, Inc.	Revolver	0.50	%	2,459		—
Borchers, Inc.	Revolver	0.50	%	1,935		(9		)
DecoPac, Inc.	Revolver	0.50	%	1,457		—
HMT Holding Inc.	Revolver	0.50	%	4,938		(43		)
Jensen Hughes, Inc.	Delayed Draw	1.00	%	1,180		—
Jensen Hughes, Inc.	Revolver	0.50	%	2,000		—
J.S. Held LLC	Delayed Draw	1.00	%	2,253		(7		)
North American Dental Management, LLC	Delayed Draw	1.00	%	13,354		(134		)
North American Dental Management, LLC	Revolver	0.50	%	2,727		(27		)
North Haven CA Holdings, Inc. (CoAdvantage)	Revolver	0.50	%	3,362		(12		)
PAI Holdco, Inc. (Parts Authority)	Delayed Draw	1.00	%	3,286		(8		)
PSI Services LLC	Revolver	0.50	%	302		(6		)
QW Holding Corporation (Quala)	Delayed Draw	1.00	%	7,515		(171		)
QW Holding Corporation (Quala)	Revolver	0.50	%	3,849		(88		)
Radiology Partners, Inc.	Delayed Draw	1.00	%	2,483		(12		)
Radiology Partners, Inc.	Revolver	0.50	%	1,725		(9		)
Sovos Brands Intermediate, Inc.	Revolver	0.50	%	3,378		9
T2 Systems, Inc.	Revolver	0.50	%	1,173		(17		)
Teaching Strategies, LLC	Revolver	0.50	%	1,900		(1		)
The Original Cakerie, Ltd. (Canada)	Revolver	0.50	%	1,665		(3		)
Valicor Environmental Services, LLC	Revolver	0.50	%	2,838		(6		)
WRE Holding Corp.	Delayed Draw	1.04	%	3,435		(32		)
WRE Holding Corp.	Revolver	0.50	%	748		(7		)
Zywave, Inc.	Revolver	0.50	%	1,163		—
Total unfunded commitments				$	72,458	$	(583	)


(11)	As of December 31, 2017, this LIBOR loan was indexed to the 30-day LIBOR rate at 1.56%.


(12)	As of December 31, 2017, this LIBOR loan was indexed to the 180-day LIBOR rate at 1.84%.


(13)	Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on December 19, 2017 (the “2017-1 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund or Credit Fund Sub.



Consolidated Schedule of Investments as of December 31, 2016
Investments ⁽¹⁾	Industry ⁽²⁾	Interest Rate	Maturity Date	Par/ Principal Amount		Amortized Cost ⁽⁵⁾		Fair Value ⁽⁶⁾
First Lien Debt (99.31% of fair value)
AM Conservation Holding Corporation ^{(2) (3) (4)}	Energy: Electricity	L + 4.75% (1.00% Floor)	10/31/2022	$	30,000	$	29,721	$	29,925
Datapipe, Inc. ^{(2) (3) (4) (11)}	Telecommunications	L + 4.75% (1.00% Floor)	3/15/2019	9,750		9,654		9,764
Dimora Brands, Inc. (fka TK USA Enterprises, Inc.) ^{(2) (3) (4) (11)}	Construction & Building	L + 4.50% (1.00% Floor)	4/4/2023	19,850		19,580		19,723
Diversitech Corporation ^{(2) (4) (10) (11)}	Capital Equipment	P + 3.50%	11/19/2021	14,803		14,617		14,803
DTI Holdco, Inc. ^{(2) (3) (4) (7)}	High Tech Industries	L + 5.25% (1.00% Floor)	9/30/2023	19,950		19,751		19,651
DYK Prime Acquisition LLC ^{(2) (3) (4)}	Chemicals, Plastics & Rubber	L + 4.75% (1.00% Floor)	4/1/2022	5,775		5,735		5,775
EAG, Inc. ^{(2) (3) (4) (11)}	Business Services	L + 4.25% (1.00% Floor)	7/28/2018	8,713		8,686		8,720
EIP Merger Sub, LLC (Evolve IP) ^{(2) (3) (4) (8)}	Telecommunications	L + 6.25% (1.00% Floor)	6/7/2021	22,971		22,323		22,509
EIP Merger Sub, LLC (Evolve IP) ^{(2) (3) (4) (9)}	Telecommunications	L + 6.25% (1.00% Floor)	6/7/2021	1,500		1,455		1,468
Empower Payments Acquisitions, Inc. ^{(2) (3) (7)}	Media: Advertising, Printing & Publishing	L + 5.50% (1.00% Floor)	11/30/2023	17,500		17,154		17,279
Generation Brands Holdings, Inc. ^{(2) (3) (4)}	Durable Consumer Goods	L + 5.00% (1.00% Floor)	6/10/2022	19,900		19,712		20,099
Jensen Hughes, Inc. ^{(2) (3) (4) (10)}	Utilities: Electric	L + 5.00% (1.00% Floor)	12/4/2021	20,409		20,188		20,327
Kestra Financial, Inc. ^{(2) (3) (4)}	Banking, Finance, Insurance & Real Estate	L + 5.25% (1.00% Floor)	6/24/2022	19,900		19,632		19,814
MSHC, Inc. ^{(2) (3) (4) (10)}	Construction & Building	L + 5.00% (1.00% Floor)	7/19/2021	13,177		13,062		13,003
PAI Holdco, Inc. (Parts Authority) ^{(2) (3) (4)}	Automotive	L + 4.75% (1.00% Floor)	12/30/2022	9,950		9,886		9,950
Pasternack Enterprises, Inc. (Infinite RF) ^{(2) (3) (4)}	Capital Equipment	L + 5.00% (1.00% Floor)	5/27/2022	11,941		11,844		11,941
Q Holding Company^{(2) (3) (4)}	Automotive	L + 5.00% (1.00% Floor)	12/18/2021	13,964		13,828		13,941
QW Holding Corporation (Quala) ^{(2) (3) (4) (7) (10)}	Environmental Industries	L + 6.75% (1.00% Floor)	8/31/2022	8,975		8,413		9,030
RelaDyne Inc. ^{(2) (3) (4) (10)}	Wholesale	L + 5.25% (1.00% Floor)	7/22/2022	23,514		23,117		23,443
Restaurant Technologies, Inc. ^{(2) (3) (4)}	Retail	L + 4.75% (1.00% Floor)	11/23/2022	14,000		13,871		13,969
Systems Maintenance Services Holding, Inc. ^{(2) (3) (4)}	High Tech Industries	L + 5.00% (1.00% Floor)	10/30/2023	12,000		11,885		12,001
T2 Systems Canada, Inc.^{(2) (3) (4) (11)}	Transportation: Consumer	L + 6.75% (1.00% Floor)	9/28/2022	2,700		2,635		2,727
T2 Systems, Inc. ^{(2) (3) (4) (10) (11)}	Transportation: Consumer	L + 6.75% (1.00% Floor)	9/28/2022	15,300		14,888		15,473
The Original Cakerie, Ltd. (Canada) ^{(2) (3) (4) (10)}	Beverage, Food & Tobacco	L + 5.00% (1.00% Floor)	7/20/2021	7,009		6,946		7,009
The Original Cakerie, Co. (Canada) ^{(2) (3) (4)}	Beverage, Food & Tobacco	L + 5.50% (1.00% Floor)	7/20/2021	3,621		3,591		3,621
U.S. Acute Care Solutions, LLC ^{(2) (3) (4)}	Health & Pharmaceuticals	L + 5.00% (1.00% Floor)	5/15/2021	26,400		26,154		26,336
U.S. Anesthesia Partners, Inc. ^{(2) (3) (4)}	Health & Pharmaceuticals	L + 5.00% (1.00% Floor)	12/31/2019	10,374		10,275		10,362
Vantage Specialty Chemicals, Inc. ^{(2) (3) (4) (11)}	Chemicals, Plastics & Rubber	L + 4.50% (1.00% Floor)	2/5/2021	17,910		17,786		17,903
WIRB – Copernicus Group, Inc. ^{(2) (3) (4)}	Health & Pharmaceuticals	L + 5.00% (1.00% Floor)	8/12/2022	$	7,980	$	7,916	$	8,050
Zest Holdings, LLC ^{(2) (3) (4)}	Durable Consumer Goods	L + 4.75% (1.00% Floor)	8/16/2020	8,700		8,658		8,749
Zywave, Inc.^{(2) (3) (4) (7) (10)}	High Tech Industries	L + 5.00% (1.00% Floor)	11/17/2022	17,500		17,315		17,434
First Lien Debt Total						$	430,278	$	434,799
Second Lien Debt (0.69% of fair value)
Vantage Specialty Chemicals, Inc. ^{(2) (3) (4) (11)}	Chemicals, Plastics & Rubber	L + 8.75% (1.00% Floor)	2/5/2022	$	2,000	$	1,960	$	1,987
Zywave, Inc. ^{(2) (3) (4)}	High Tech Industries	L + 9.00% (1.00% Floor)	11/17/2023	1,050		1,034		1,043
Second Lien Debt Total						$	2,994	$	3,030
Total Investments						$	433,272	$	437,829


(1)	Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2016, the geographical composition of investments as a percentage of fair value was 2.43% in Canada and 97.57% in the United States.

(2)

Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has provided the interest rate in effect as of December 31, 2016. As of December 31, 2016, all of Credit Fund’s LIBOR loans were indexed to the 90-day LIBOR rate at 1.00%, except for those loans as indicated in Note 11 below, and the U.S. Prime Rate loan was indexed at 3.75%.


(3)	Loan includes interest rate floor feature.


(4)	Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.


(5)	Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.


(6)	Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, which is substantially similar to the valuation policy of the Company provided in “—Critical Accounting Policies—Fair Value Measurements.”


(7)	Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. The lenders of the Credit Fund Facility have a first lien security interest in substantially all of the assets of Credit Fund. Accordingly, such assets are not available to creditors of Credit Fund Sub.

(8)

(9)

In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: EIP Merger Sub, LLC (Evolve IP) (3.84%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.


(10)	As of December 31, 2016, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:



First Lien Debt – unfunded delayed draw and revolving term loans commitments	Type	Unused Fee		Par/ Principal Amount		Fair Value
Diversitech Corporation	Delayed Draw	1.00	%	$	5,000	$	—
Jensen Hughes, Inc.	Revolver	0.50	%	2,000		(7		)
Jensen Hughes, Inc.	Delayed Draw	0.50	%	1,461		(5		)
MSHC, Inc.	Delayed Draw	1.50	%	1,790		(21		)
QW Holding Corporation (Quala)	Revolver	1.00	%	5,086		14
QW Holding Corporation (Quala)	Delayed Draw	1.00	%	5,918		17
RelaDyne Inc.	Revolver	0.50	%	2,162		(6		)
RelaDyne Inc.	Delayed Draw	0.50	%	1,824		(5		)
T2 Systems, Inc.	Revolver	1.00	%	1,955		20
The Original Cakerie, Ltd. (Canada)	Revolver	0.50	%	1,665		—
Zywave, Inc.	Revolver	0.50	%	1,500		(5		)
Total unfunded commitments				$	30,361	$	2


(11)	As of December 31, 2016, this LIBOR loan was indexed to the 30-day LIBOR rate at 0.77%.

Below is certain summarized consolidated financial information for Credit Fund as of December 31, 2017 and 2016, respectively. Credit Fund commenced operations in May 2016.



	December 31, 2017			December 31, 2016
Selected Consolidated Balance Sheet Information
ASSETS
Investments, at fair value (amortized cost of $983,669 and $433,272, respectively)	$	984,773		$	437,829
Cash and other assets	26,441			11,326
Total assets	$	1,011,214		$	449,155
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings	$	377,686		$	248,540
2017-1 Notes payable, net of unamortized debt issuance costs of $2,051	348,938			—
Mezzanine loans	85,750			62,384
Other liabilities	25,308			63,684
Subordinated loans and members’ equity	173,532			74,547
Liabilities and members’ equity	$	1,011,214		$	449,155

	For the years ended
	December 31, 2017			December 31, 2016
Selected Consolidated Statement of Operations Information:
Total investment income	$	49,504		$	9,973
Expenses
Interest and credit facility expenses	29,191			5,410
Other expenses	3,493			1,266
Total expenses	32,684			6,676
Net investment income (loss)	16,820			3,297
Net realized gain (loss) on investments	17			41
Net change in unrealized appreciation (depreciation) on investments	(3,453		)	4,557
Net increase (decrease) resulting from operations	$	13,384		$	7,895

Debt

Credit Fund Facility

On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company pursuant to which Credit Fund may from time to time request mezzanine loans from the Company, which was subsequently amended on June 5, 2017, October 2, 2017 and November 3, 2017. The maximum principal amount of the Credit Fund Facility is $175,000. The maturity date of the Credit Fund Facility is June 22, 2018. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.

During the year ended December 31, 2017 and 2016, there were mezzanine loan borrowings of $135,960 and $84,784, respectively, and repayments of $112,594 and $22,400 under the Credit Fund Facility. As of December 31, 2017 and 2016, there were $85,750 and $62,384 in mezzanine loans outstanding.

As of December 31, 2017 and 2016, Credit Fund was in compliance with all covenants and other requirements of the Credit Fund Facility.

Credit Fund Sub Facility

On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently

amended on May 31, 2017 and October 27, 2017. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, 2023. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.50%.

During the year ended December 31, 2017 and 2016, there were secured borrowings of $466,605 and $248,540, respectively, and repayments of $337,459 and $0, respectively, under the Credit Fund Sub Facility. As of December 31, 2017 and 2016, there was $377,686 and $248,540 in secured borrowings outstanding respectively.

As of December 31, 2017 and 2016, Credit Fund Sub was in compliance with all covenants and other requirements of the Credit Fund Sub Facility.

2017-1 Notes

On December 19, 2017, Credit Fund completed the 2017-1 Debt Securitization. The notes offered in the 2017-1 Debt Securitization (the “2017-1 Notes”) were issued by the 2017-1 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2017-1 Issuer consisting primarily of first and second lien senior secured loans. The 2017-1 Debt Securitization was executed through a private placement of the 2017-1 Notes, consisting of $231,700 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.17%; $48,300 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 1.50%; $15,000 of A2/A Class B-1 Notes, which bear interest at the three-month LIBOR plus 2.25%; $9,000 of A2/A Class B-2 Notes which bear interest at 4.30%; $22,900 of Baa2/BBB Class C Notes which bear interest at the three-month LIBOR plus 3.20%; and $25,100 of Ba2/BB Class D Notes which bear interest at the three-month LIBOR plus 6.38%. The 2017-1 Notes are scheduled to mature on January 15, 2028. Credit Fund received 100% of the preferred interests issued by the 2017-1 Issuer (the “2017-1 Issuer Preferred Interests”) on the closing date of the 2017-1 Debt Securitization in exchange for Credit Fund's contribution to the 2017-1 Issuer of the initial closing date loan portfolio. The 2017-1 Issuer Preferred Interests do not bear interest and had a nominal value of $47,900 at closing.

6. BORROWINGS

In accordance with the Investment Company Act, the Company is only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 200% after such borrowing. As of December 31, 2017 and 2016, asset coverage was 234.86% and 209.97%, respectively. During the years ended December 31, 2017, 2016 and 2015, there were secured borrowings of $816,216, $566,351 and $402,200, respectively, under the SPV Credit Facility and Credit Facility and repayments of $675,208, $378,779 and $476,328, respectively, under the SPV Credit Facility and Credit Facility. As of December 31, 2017 and 2016, there were $562,893 and $421,885, respectively, in secured borrowings outstanding.

SPV Credit Facility

The SPV closed on May 24, 2013 on the SPV Credit Facility, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016 and May 26, 2017. The SPV Credit Facility provides for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $400,000 (the borrowing base as calculated pursuant to the terms of the SPV Credit Facility) and the amount of net cash proceeds and unpledged capital commitments the Company has received, with an accordion feature that can, subject to certain conditions, increase the aggregate maximum credit commitment up to an amount not to exceed $750,000, subject to restrictions imposed on borrowings under the Investment Company Act and certain restrictions and conditions set forth in the SPV Credit Facility, including adequate collateral to support such borrowings. The SPV Credit Facility has a revolving period through May 22, 2020 and a maturity date of May 23, 2022. Borrowings under the SPV Credit Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.00% per year through May 23, 2018, with a pre-determined future interest rate increase of 0.50% during the final two years of the revolving period and pre-determined future interest rate increases of 0.875%-1.75% over the two years following the end of the revolving period. The SPV is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the drawings under the SPV Credit Facility. Payments under the SPV Credit Facility are made quarterly. The lenders have a first lien security interest on substantially all of the assets of the SPV.

As part of the SPV Credit Facility, the SPV is subject to limitations as to how borrowed funds may be used and the types of loans that are eligible to be acquired by the SPV including, but not limited to, restrictions on sector and geographic concentrations, loan size, payment frequency, tenor and minimum investment ratings (or estimated ratings). In addition, borrowed funds are intended to be used primarily to purchase first lien loan assets, and the SPV is limited in its ability to purchase certain other assets (including, but not limited to, second lien loans, covenant-lite loans, revolving and delayed draw loans and discount loans) and other assets are not permitted to be purchased (including, but not limited to paid-in-kind loans and structured finance obligations). The SPV Credit Facility has certain requirements relating to interest coverage, collateral quality and portfolio performance, including limitations on delinquencies and charge offs, certain violations of which could result in the immediate acceleration of the amounts due under the SPV Credit Facility. The SPV Credit Facility is also subject to a borrowing base that applies different advance rates to assets held by the SPV based generally on the fair market value of

such assets. Under certain circumstances as set forth in the SPV Credit Facility, the Company could be obliged to repurchase loans from the SPV.

As of December 31, 2017 and 2016, the SPV was in compliance with all covenants and other requirements of the SPV Credit Facility.

Credit Facility

The Company closed on March 21, 2014 on the Credit Facility, which was subsequently amended on January 8, 2015, May 25, 2016 and March 22, 2017. The maximum principal amount of the Credit Facility is $413,000, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased to $550,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $20,000 limit for swingline loans and a $5,000 limit for letters of credit. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either LIBOR plus an applicable spread of 2.25%, or an “alternative base rate” (which is the highest of a prime rate, the federal funds effective rate plus 0.50%, or one month LIBOR plus 1.00%) plus an applicable spread of 1.25%. The Company may elect either the LIBOR or the “alternative base rate” at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts under the Credit Facility and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then-applicable margin under the Credit Facility while the letter of credit is outstanding. The availability period under the Credit Facility will terminate on March 21, 2021 and the Credit Facility will mature on March 21, 2022. During the period from March 21, 2021 to March 21, 2022, the Company will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.

Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.

As of December 31, 2017 and 2016, the Company was in compliance with all covenants and other requirements of the Credit Facility.

Summary of Facilities

The Facilities consisted of the following as of December 31, 2017 and 2016:



	December 31, 2017
	Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)
SPV Credit Facility	$	400,000	$	287,393	$	112,607	$	27,147
Credit Facility	413,000		275,500		137,500		137,500
Total	$	813,000	$	562,893	$	250,107	$	164,647



	December 31, 2016
	Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)
SPV Credit Facility	$	400,000	$	252,885	$	147,115	$	5,988
Credit Facility	220,000		169,000		51,000		51,000
Total	$	620,000	$	421,885	$	198,115	$	56,988


(1)	The unused portion is the amount upon which commitment fees are based.


(2)	Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

As of December 31, 2017 and 2016, $3,140 and $1,667, respectively, of interest expense, $186 and $203, respectively, of unused commitment fees and $23 and $23, respectively, of other fees were included in interest and credit facility fees payable. For the years ended December 31, 2017 and 2016 and 2015, the weighted average interest rate was 3.31%, 2.73% and 2.23%, respectively, and average principal debt outstanding was $455,144, $307,734 and $265,277, respectively. As of December 31, 2017 and 2016, the weighted average interest rate was 3.56% and 2.92%, respectively, based on floating LIBOR rates.

For the years ended December 31, 2017, 2016 and 2015, the components of interest expense and credit facility fees were as follows:



	For the years ended December 31,
	2017		2016		2015
Interest expense	$	15,296	$	8,559	$	6,008
Facility unused commitment fee	1,117		1,253		847
Amortization of deferred financing costs	745		1,213		945
Other fees	121		107		106
Total interest expense and credit facility fees	$	17,279	$	11,132	$	7,906
Cash paid for interest expense	$	13,806	$	7,828	$	6,062

7. 2015-1 Notes

On June 26, 2015, the Company completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by the 2015-1 Issuer, a wholly owned and consolidated subsidiary of the Company, and are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of $160,000 of Aaa/AAA Class A-1A Notes which bear interest at the three-month London Interbank Offered Rate (“LIBOR”) plus 1.85%; $40,000 of Aaa/AAA Class A-1B Notes which bear interest at the three-month LIBOR plus 1.75% for the first 24 months and the three-month LIBOR plus 2.05% thereafter; $27,000 of Aaa/AAA Class A-1C Notes which bear interest at 3.75%; and $46,000 of Aa2 Class A-2 Notes which bear interest at the three month LIBOR plus 2.70%. The 2015-1 Notes were issued at par and are scheduled to mature on July 15, 2027. The Company received 100% of the preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. The 2015-1 Issuer Preferred Interests do not bear interest and had a nominal value of $125,900 at closing. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase agreement. The Class A-1A, Class A-1B and Class A-1C and Class A-2 Notes are included in these consolidated financial statements. The 2015-1 Issuer Preferred Interests were eliminated in consolidation.

On the closing date of the 2015-1 Debt Securitization, the 2015-1 Issuer effected a one-time distribution to the Company of a substantial portion of the proceeds of the private placement of the 2015-1 Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the SPV Credit Facility and the Credit Facility. As part of the 2015-1 Debt Securitization, certain first and second lien senior secured loans were distributed by the SPV to the Company pursuant to a distribution and contribution agreement. The Company contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to the Company from the SPV) to the 2015-1 Issuer pursuant to a contribution agreement. Future loan transfers from the Company to the 2015-1 Issuer will be made pursuant to a sale agreement and are subject to the approval of the Company’s Board of Directors. Assets of the 2015-1 Issuer are not available to the creditors of the SPV or the Company. In connection with the issuance and sale of the 2015-1 Notes, the Company made customary representations, warranties and covenants in the purchase agreement.

During the reinvestment period, pursuant to the indenture governing the 2015-1 Notes, all principal collections received on the underlying collateral may be used by the 2015-1 Issuer to purchase new collateral under the direction of Investment Adviser in its capacity as collateral manager of the 2015-1 Issuer and in accordance with the Company’s investment strategy.

The Investment Adviser serves as collateral manager to the 2015-1 Issuer under a collateral management agreement (the “Collateral Management Agreement”). Pursuant to the Collateral Management Agreement, the 2015-1 Issuer pays management fees (comprised of base management fees, subordinated management fees and incentive management fees) to the Investment Adviser for rendering collateral management services. As per the Collateral Management Agreement, for the period the Company retains all of the 2015-1 Issuer Preferred Interests, the Investment Adviser does not earn management fees for

providing such collateral management services. The Company currently retains all of the 2015-1 Issuer Preferred Interests, thus the Investment Adviser did not earn any management fees from the 2015-1 Issuer for the year ended December 31, 2017. Any such waived fees may not be recaptured by the Investment Adviser.

Pursuant to an undertaking by the Company in connection with the 2015-1 Debt Securitization, the Company has agreed to hold on an ongoing basis the 2015-1 Issuer Preferred Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate outstanding amount of all collateral obligations by the 2015-1 Issuer for so long as any securities of the 2015-1 Issuer remain outstanding. As of December 31, 2017, the Company was in compliance with its undertaking.

The 2015-1 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 2015-1 Issuer.

As of December 31, 2017, there were 61 first lien and second lien senior secured loans with a total fair value of approximately $394,162 and cash of $1,291 securing the 2015-1 Notes. The pool of loans in the securitization 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 2015-1 Notes.

For the years ended December 31, 2017 and 2016, the weighted average interest rate, which includes amortization of debt issuance costs on the 2015-1 Notes, was 3.33% and 2.89%, respectively, based on floating LIBOR rates.

As of December 31, 2017 and 2016, $2,003 and $1,706, respectively, of interest expense was included in interest and credit facility fees payable. For the years ended December 31, 2017, 2016 and 2015, the components of interest expense on the 2015-1 Notes were as follows:



	For the years ended December 31,
	2017		2016		2015
Interest expense	$	9,010	$	7,698	$	3,468
Amortization of deferred financing costs	204		205		106
Total interest expense and credit facility fees	$	9,214	$	7,903	$	3,574
Cash paid for interest expense	$	8,713	$	7,439	$	2,021

8. COMMITMENTS AND CONTINGENCIES

A summary of significant contractual payment obligations was as follows as of December 31, 2017 and 2016:



	SPV Credit Facility and Credit Facility				2015-1 Notes
Payment Due by Period	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Less than 1 Year	$	—	$	—	$	—	$	—
1-3 Years	—		—		—		—
3-5 Years	562,893		421,885		—		—
More than 5 Years	—		—		273,000		273,000
Total	$	562,893	$	421,885	$	273,000	$	273,000

In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of December 31, 2017 and 2016 for any such exposure.

Upon the completion of the IPO, uncalled capital commitments payable to the Company by the Company’s pre-IPO investors were automatically reduced to zero.

The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:



	Par Value as of
	December 31, 2017		December 31, 2016
Unfunded delayed draw commitments	$	39,383	$	35,704
Unfunded revolving term loan commitments	78,991		24,063
Total unfunded commitments	$	118,374	$	59,767

9. NET ASSETS

The Company has the authority to issue 200,000,000 shares of common stock, $0.01 per share par value.

During the year ended December 31, 2017, the Company issued 20,505,285 shares for $373,700 including the reinvestment of dividends. In connection with the NFIC Acquisition, the Company issued 434,233 shares of common stock valued at approximately $8,046. See Note 14 for additional information regarding the NFIC Acquisition. In connection with the Company’s IPO, the Company issued 9,454,200 shares of common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of $169,488. The following table summarizes capital activity during the year ended December 31, 2017:



	Common Stock			Capital in Excess of Par Value			Offering Costs			Accumulated Net Investment Income (Loss)			Accumulated Net Realized Gain (Loss) on Investments			Accumulated Net Unrealized Appreciation (Depreciation) on Investments			Total Net Assets
	Shares	Amount		Capital in Excess of Par Value			Offering Costs			Accumulated Net Investment Income (Loss)			Accumulated Net Realized Gain (Loss) on Investments						Total Net Assets
Balance, beginning of year	41,702,318	$	417	$	799,580		$	(74	)	$	(3,207	)	$	(25,357	)	$	(7,222	)	$	764,137
Common stock issued	20,146,561	201		366,818			—			—			—			—			367,019
Reinvestment of dividends	358,724	4		6,677			—			—			—			—			6,681
Offering costs	—	—		—			(1,544		)	—			—			—			(1,544		)
Net investment income (loss)	—	—		—			—			92,151			—			—			92,151
Net realized gain (loss) on investments	—	—		—			—			—			(11,692		)	—			(11,692		)
Net change in unrealized appreciation (depreciation) on investments	—	—		—			—			—			—			3,741			3,741
Dividends declared	—	—		—			—			(93,189		)	—			—			(93,189		)
Tax reclassification of stockholders’ equity in accordance with US GAAP	—	—		(268		)	—			6,767			(6,499		)	—			—
Balance, end of year	62,207,603	$	622	$	1,172,807		$	(1,618	)	$	2,522		$	(43,548	)	$	(3,481	)	$	1,127,304

During the year ended December 31, 2016, the Company issued 10,178,235 shares for $185,816 including reinvestment of dividends. The following table summarizes capital activity during the year ended December 31, 2016:



	Common Stock			Capital in Excess of Par Value			Offering Costs			Accumulated Net Investment Income (Loss)			Accumulated Net Realized Gain (Loss) on Investments			Accumulated Net Unrealized Appreciation (Depreciation) on Investments			Total Net Assets
	Shares	Amount		Capital in Excess of Par Value			Offering Costs			Accumulated Net Investment Income (Loss)			Accumulated Net Realized Gain (Loss) on Investments						Total Net Assets
Balance, beginning of year	31,524,083	$	315	$	613,944		$	(74	)	$	(12,994	)	$	(2,411	)	$	(27,054	)	$	571,726
Common stock issued	10,162,898	102		185,435			—			—			—			—			185,537
Reinvestment of dividends	15,337	—		279			—			—			—			—			279
Net investment income (loss)	—	—		—			—			59,621			—			—			59,621
Net realized gain (loss) on investments	—	—		—			—			—			(9,644		)	—			(9,644		)
Net change in unrealized appreciation (depreciation) on investments	—	—		—			—			—			—			19,832			19,832
Dividends declared	—	—		—			—			(63,214		)	—			—			(63,214		)
Tax reclassification of stockholders’ equity in accordance with US GAAP	—	—		(78		)	—			13,380			(13,302		)	—			—
Balance, end of year	41,702,318	$	417	$	799,580		$	(74	)	$	(3,207	)	$	(25,357	)	$	(7,222	)	$	764,137

During the year ended December 31, 2015, the Company issued 13,591,386 shares for $262,485 including reinvestment of dividends. The following table summarizes capital activity during the year ended December 31, 2015:



	Common Stock			Capital in Excess of Par Value			Offering Costs			Accumulated Net Investment Income (Loss)			Accumulated Net Realized Gain (Loss) on Investments			Accumulated Net Unrealized Appreciation (Depreciation) on Investments			Total Net Assets
	Shares	Amount		Capital in Excess of Par Value			Offering Costs			Accumulated Net Investment Income (Loss)			Accumulated Net Realized Gain (Loss) on Investments						Total Net Assets
Balance, beginning of year	17,932,697	$	179	$	351,636		$	(74	)	$	(4,388	)	$	(57	)	$	(9,039	)	$	338,257
Common stock issued	13,584,508	136		262,218			—			—			—			—			262,354
Reinvestment of dividends	6,878	—		131			—			—			—			—			131
Net investment income (loss)	—	—		—			—			35,524			—			—			35,524
Net realized gain (loss) on investments	—	—		—			—			—			1,164			—			1,164
Net change in unrealized appreciation (depreciation) on investments	—	—		—			—			—			—			(18,015		)	(18,015		)
Dividends declared	—	—		—			—			(47,689		)	—			—			(47,689		)
Tax reclassification of stockholders’ equity in accordance with US GAAP	—	—		(41		)	—			3,559			(3,518		)	—			—
Balance, end of year	31,524,083	$	315	$	613,944		$	(74	)	$	(12,994	)	$	(2,411	)	$	(27,054	)	$	571,726

The following table summarizes total shares issued and proceeds received related to capital activity during the year ended December 31, 2017:



	Shares Issued	Proceeds Received
January 24, 2017*	5,837	$	108
April 24, 2017*	5,133	94
May 19, 2017	2,141,417	39,488
June 9, 2017	8,116,711	149,997
June 9, 2017**	434,233	8,046
June 19, 2017	9,000,000	161,505
July 5, 2017	454,200	7,983
October 18, 2017*	347,754	6,479
Total	20,505,285	$	373,700

* Represents shares issued upon the reinvestment of dividends.

** Represents shares issued in accordance with the elections of the NFIC stockholders pursuant to the NFIC Acquisition (see Note 14, NFIC Acquisition)

The following table summarizes total shares issued and proceeds received related to capital activity during the year ended December 31, 2016:



	Shares Issued	Proceeds Received
January 22, 2016*	3,885	$	74
March 11, 2016	1,815,181	33,000
April 22, 2016*	2,988	54
May 6, 2016	1,510,859	26,999
June 24, 2016	1,660,333	30,102
July 22, 2016*	3,756	66
August 26, 2016	1,909,449	35,000
September 16, 2016	1,360,948	25,001
October 24, 2016*	4,708	85
November 18, 2016	1,906,128	35,435
Total	10,178,235	$	185,816

* Represents shares issued upon the reinvestment of dividends.

The following table summarizes total shares issued and proceeds received related to capital activity during the year ended December 31, 2015:



	Shares Issued	Proceeds Received
January 16, 2015	924,977	$	18,000
January 26, 2015*	1,051	20
February 26, 2015	2,312,659	45,005
April 21, 2015*	1,351	25
May 1, 2015	1,462,746	28,085
May 22, 2015	1,708,068	33,000
June 25, 2015	2,412,386	46,992
July 22, 2015*	2,018	38
August 21, 2015	1,032,504	20,002
September 30, 2015	104,954	2,009
October 9, 2015	1,255,914	24,038
October 22, 2015*	2,458	47
December 21, 2015	2,370,300	45,224
Total	13,591,386	$	262,485

* Represents shares issued upon the reinvestment of dividends.

Subscription transactions during the years ended December 31, 2017, 2016 and 2015 were executed at an offering price that represented a premium to net asset value due to the requirement to use prior quarter net asset value as the offering price unless it would result in the Company selling shares of its common stock at a price below the current net asset value and also in order to effect a reallocation of organizational costs to subsequent investors. Additionally, on June 19, 2017, the Company closed its IPO, issuing 9,454,200 shares of its common stock (including the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the common stock issued in the IPO and net asset value experienced dilution during the period, and such subscription and IPO transactions increased/(decreased) net asset value by $(0.11) per share, $0.01 per share, and $0.11 per share, respectively, for the years ended December 31, 2017, 2016 and 2015, respectively.

The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share. Basic earnings per common share were calculated by dividing net increase (decrease) in net assets resulting from operations attributable to the Company by the weighted-average number of common shares outstanding for the year.

Basic and diluted earnings per common share were as follows:



	For the years ended December 31,
	2017		2016		2015
Net increase (decrease) in net assets resulting from operations	$	84,200	$	69,809	$	18,673
Weighted-average common shares outstanding	52,997,450		36,152,390		24,830,200
Basic and diluted earnings per common share	$	1.59	$	1.93	$	0.75

The following table summarizes the Company’s dividends declared during the three most recent fiscal years:



Date Declared	Record Date	Payment Date	Per Share Amount
March 11, 2015	March 13, 2015	April 17, 2015	$	0.37
June 24, 2015	June 30, 2015	July 22, 2015	$	0.37
September 24, 2015	September 24, 2015	October 22, 2015	$	0.42
December 29, 2015	December 29, 2015	January 22, 2016	$	0.40
December 29, 2015	December 29, 2015	January 22, 2016	$	0.18	⁽¹⁾
March 10, 2016	March 14, 2016	April 22, 2016	$	0.40
June 8, 2016	June 8, 2016	July 22, 2016	$	0.40
September 28, 2016	September 28, 2016	October 24, 2016	$	0.40
December 29, 2016	December 29, 2016	January 24, 2017	$	0.41
December 29, 2016	December 29, 2016	January 24, 2017	$	0.07	⁽¹⁾
March 20, 2017	March 20, 2017	April 24, 2017	$	0.41
June 20, 2017	June 30, 2017	July 18, 2017	$	0.37
August 7, 2017	September 29, 2017	October 18, 2017	$	0.37
November 7, 2017	December 29, 2017	January 17, 2018	$	0.37
December 13, 2017	December 29, 2017	January 17, 2018	$	0.12	⁽¹⁾


(1)	Represents a special dividend.

10. CONSOLIDATED FINANCIAL HIGHLIGHTS

The following is a schedule of consolidated financial highlights for the years ended December 31, 2017, 2016, 2015, 2014 and 2013:



	For the years ended December 31,
	2017			2016			2015			2014			2013
Per Share Data:
Net asset value per share, beginning of year	$	18.32		$	18.14		$	18.86		$	19.42		$	20.00
Net investment income (loss) ⁽¹⁾	1.74			1.65			1.43			1.09			(0.55		)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	(0.19		)	0.20			(0.52		)	(0.49		)	(0.34		)
Net increase (decrease) in net assets resulting from operations	1.55			1.85			0.91			0.60			(0.89		)
Dividends declared ⁽²⁾	(1.64		)	(1.68		)	(1.74		)	(1.25		)	—
Effect of offering price of subscriptions and the offering price of common stock in the IPO, net of underwriting and offering costs ⁽³⁾	(0.11		)	0.01			0.11			0.09			0.31
Net asset value per share, end of year	$	18.12		$	18.32		$	18.14		$	18.86		$	19.42
Market price per share, end of year	$	20.04		n/a			n/a			n/a			n/a
Number of shares outstanding, end of year	62,207,603			41,702,318			31,524,083			17,932,697			9,575,990
Total return based on net asset value ⁽⁴⁾	7.86		%	10.25		%	5.41		%	3.55		%	(2.90		)%
Total return based on market price ⁽⁵⁾	14.97		%	n/a			n/a			n/a			n/a
Net assets, end of year	$	1,127,304		$	764,137		$	571,726		$	338,257		$	186,002
Ratio to average net assets ⁽⁶⁾:
Expenses net of waiver, before incentive fees	5.25		%	5.46		%	5.11		%	5.78		%	9.75		%
Expenses net of waiver, after incentive fees	7.39		%	7.69		%	6.94		%	7.15		%	9.75		%
Expenses gross of waiver, after incentive fees	7.97		%	8.62		%	7.86		%	7.98		%	10.21		%
Net investment income (loss) ⁽⁷⁾	9.35		%	8.93		%	7.33		%	5.45		%	(2.45		)%
Interest expense and credit facility fees	2.69		%	2.85		%	2.37		%	2.56		%	2.23		%
Ratios/Supplemental Data:
Asset coverage, end of period	234.86		%	209.97		%	212.70		%	209.67		%	378.35		%
Portfolio turnover	49.18		%	32.39		%	26.04		%	28.06		%	6.43		%
Weighted-average shares outstanding	52,997,450			36,152,390			24,830,200			13,091,544			3,016,298

(1)

For the years ended December 31, 2017, 2016, 2015, 2014 and 2013, net investment income (loss) per share was calculated as net investment income (loss) for the year divided by the weighted-average number of shares outstanding for the year. For the year ended December 31, 2013, net investment income (loss) per share was calculated as net investment income (loss) for the period divided by the weighted average number of shares outstanding for the period June 5, 2013 (date of issuance of shares related to the first capital drawdown) through December 31, 2013.


(2)	For the years ended December 31, 2017, 2016, 2015, 2014 and 2013, dividends declared per share was calculated as the sum of dividends declared during the year divided by the number of shares outstanding at each respective quarter-end date (refer to Notes 9 and 12).


(3)	Increase (decrease) is due to the offering price of subscriptions and the issuance of common stock in the IPO, net of underwriting and offering costs during the period (refer to Note 9).

(4)

Total return is based on the change in net asset value per share during the year plus the declared dividends, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning net asset value for the year. Total return for the year ended December 31, 2013 was calculated for the period from commencement of operations through December 31, 2013. Total return for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 was inclusive of $(0.11), $0.01, $0.11, $0.09, and $0.32 respectively, per share increase (decrease) in net asset value for the years related to the offering price of subscriptions and the offering price of common stock in the IPO, net of underwriting and offering costs during the year. Excluding the effects of these common stock issuances, total return would have been 8.46%, 10.20%, 4.83%, 3.09% and (4.50%), respectively (refer to Note 9).


(5)	Total return based on market value (not annualized) is calculated as the change in market value per share during the period plus the declared dividends, assuming reinvestment of dividends in accordance with the dividend reinvestment

plan, divided by the beginning market price for the period. The beginning market value per share is based on the IPO offering price of $18.50 per share.


(6)	The Company commenced operations on May 2, 2013; therefore, ratios to average net assets and portfolio turnover for the year ended December 31, 2013 may have been different had there been a full year of operations.


(7)	The net investment income ratio is net of the waiver of base management fees.

11. LITIGATION

The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of December 31, 2017 and 2016, the Company was not subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company.

In addition, portfolio investments of the Company could be the subject of litigation or regulatory investigations in the ordinary course of business. The Company does not believe that the outcome of any current contingent liabilities of its portfolio investments, if any, will materially affect the Company or these consolidated financial statements.

12. TAX

The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of December 31, 2017 and 2016.

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. As of December 31, 2017 and 2016, the Company had filed tax returns and therefore is subject to examination.

Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified among the Company’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from US GAAP. As of December 31, 2017 and 2016 , permanent differences primarily due to the tax treatment of passive foreign investment companies and non- deductible excise tax resulted in a net decrease in accumulated net investment loss by $6,767 and $13,380, respectively, net decrease in accumulated net realized gain by $6,499 and $13,302, respectively, and net decrease in additional paid-in capital in excess of par by $268 and $78, respectively, on the Consolidated Statements of Assets and Liabilities. Total earnings and NAV were not affected.

The tax character of the distributions paid for the fiscal years ended December 31, 2017, 2016 and 2015 was as follows:



	For the years ended December 31,
	2017		2016		2015
Ordinary income	$	93,189	$	63,214	$	47,689
Tax return of capital	$	—	$	—	$	—

Income Tax Information and Distributions to Stockholders

As of December 31, 2017 and 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:



	2017			2016
Undistributed ordinary income	$	4,291		$	5,365
Other book/tax temporary differences(1)	(1,770		)	(2,108		)
Capital loss carryforwards	(43,967		)	(25,414		)
Net unrealized appreciation (depreciation) on investments (2)	(3,063		)	(13,629		)
Total accumulated earnings (deficit)	$	(44,509	)	$	(35,786	)


(1)	Consists of the unamortized portion of organization costs as of December 31, 2017 and 2016, respectively.


(2)	The difference between the book-basis and tax-basis unrealized appreciation (depreciation) on investments is attributable primarily to the tax treatment of passive foreign investment companies, which include the structured finance obligations.

Also, consists of book to tax difference on interest income on CLO equity investments recognized using the effective yield method for financial statement purposes.

As of December 31, 2017 and 2016, the cost of investments for federal income tax purposes and gross unrealized appreciation and depreciation on investments were as follows:



	2017			2016
Cost of investments	$	1,970,594		$	1,436,387
Gross unrealized appreciation on investments	25,041			22,390
Gross unrealized depreciation on investments	(28,104		)	(36,019		)
Net unrealized appreciation (depreciation) on investments	$	(3,063	)	$	(13,629	)

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC Modernization Act”) was enacted which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. Under the RIC Modernization Act, the fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than being considered all short-term as under previous law. As of December 31, 2017 and 2016, the Company did not have any pre-enactment capital loss carryforwards, and had $43,967 and $25,414, respectively, of post enactment capital loss carryforwards, $4,107 and $614 of which were post-enactment short-term capital loss carryforwards, respectively, and $39,860 and $24,800, of which were post-enactment long-term capital loss carryforwards, respectively.

13. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)



	2017
	Q4		Q3		Q2			Q1
Total investment income	$	49,510	$	42,648	$	38,744		$	34,099
Net expenses	22,994		17,568		17,296			14,992
Net investment income (loss)	26,516		25,080		21,448			19,107
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	467		463		(5,947		)	(2,934		)
Net increase (decrease) in net assets resulting from operations	26,983		25,543		15,501			16,173
NAV per share	18.12		18.18		18.14			18.30
Basic and diluted earnings per common share	$	0.44	$	0.41	$	0.34		$	0.39



	2016
	Q4			Q3		Q2		Q1
Total investment income	$	33,156		$	28,957	$	25,748	$	23,110
Net expenses	14,807			13,111		12,282		11,150
Net investment income (loss)	18,349			15,846		13,466		11,960
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	(953		)	13,324		12,485		(14,668		)
Net increase (decrease) in net assets resulting from operations	17,396			29,170		25,951		(2,708		)
NAV per share	18.32			18.38		18.02		17.66
Basic and diluted earnings per common share	$	0.48		$	0.78	$	0.75	$	(0.08	)



	2015
	Q4			Q3			Q2		Q1
Total investment income	$	20,685		$	19,601		$	15,925	$	12,979
Net expenses	9,920			9,267			7,980		6,499
Net investment income (loss)	10,765			10,334			7,945		6,480
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	(20,748		)	(681		)	1,270		3,308
Net increase (decrease) in net assets resulting from operations	(9,983		)	9,653			9,215		9,788
NAV per share	18.14			19.02			19.09		19.05
Basic and diluted earnings per common share	$	(0.34	)	$	0.35		$	0.40	$	0.50

14. NFIC ACQUISITION

On June 9, 2017 (the “Acquisition Date”), the Company closed the NFIC Acquisition, with the Company as the surviving entity. As of the effective time of the NFIC Acquisition, each share of common stock of NFIC was converted into the right to receive a mixture of cash and shares of common stock of the Company, in accordance with the elections of the NFIC stockholders (the “Elections”). Based on the results of the Elections, the NFIC stockholders received in the aggregate 434,233 shares of common stock of the Company and approximately $145,602 in cash.

The NFIC Acquisition was accounted for under the asset acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company allocated the purchase price based on the estimated fair value of NFIC’s assets acquired and liabilities assumed as of the Acquisition Date. There was no goodwill created because the NFIC Acquisition was accounted for as an asset acquisition.

The Company used the fair market value of NFIC’s assets and liabilities as of the Acquisition Date to account for the NFIC Acquisition. The following table summarizes the assets and liabilities of NFIC as of the Acquisition Date:



ASSETS
Total investments, at fair value	$	190,672
Cash and other assets	12,464
Total assets	$	203,136
LIABILITIES
Secured borrowings	$	42,128
Other accrued expenses and liabilities	7,360
Total liabilities	49,488
NET ASSETS
Total net assets	$	153,648

On June 9, 2017, the debt assumed as part of the NFIC Acquisition was fully repaid.

For the year ended December 31, 2017, the Company incurred $322 in professional fees and other costs related to the NFIC Acquisition. The Company determined that the fair value of the net assets acquired equaled the purchase price excluding these costs. Accordingly, these costs related to the NFIC Acquisition were expensed.

15. SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.

Subsequent to December 31, 2017, the Company borrowed $194,250 under the Credit Facility and SPV Credit Facility to fund investment acquisitions. The Company also voluntarily repaid $227,420 under the Credit Facility and SPV Credit Facility.

On February 26, 2018, the Company’s Board of Directors declared a dividend of $0.37 per share, which is payable on or about April 17, 2018 to holders of record of the Company’s common stock at the close of business on March 29, 2018.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the Company’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial reporting as of December 31, 2017 was effective.

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting, which is contained in Part II, Item 8 of this Form 10-K, “Financial Statements and Supplementary Data.”

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this annual report

The following reports and consolidated financial statements are set forth in Part II, Item 8 of this Form 10-K:



Report of Independent Registered Public Accounting Firm	4

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting	5

Consolidated Statements of Assets and Liabilities as of December 31, 2017 and 2016	6

Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015	7

Consolidated Statements of Changes in Net Assets for the years ended December 31, 2017, 2016 and 2015	8

Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015	9

Consolidated Schedules of Investments as of December 31, 2017 and 2016	10

Notes to Consolidated Financial Statements	26

(b) Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously field with the SEC:



3.1	Articles of Amendment and Restatement⁽¹⁾

3.2	Articles of Amendment⁽²⁾

3.3	Amended and Restated Bylaws⁽³⁾

3.4	First Amendment to the Amended and Restated Bylaws⁽⁴⁾

4.1	Form of Subscription Agreement for Private Offerings⁽⁵⁾

10.1	Indenture, dated as of June 26, 2015, between Carlyle GMS Finance MM CLO 2015-1 LLC, as issuer, and State Street Bank and Trust Company, as trustee⁽⁶⁾

10.2	Dividend Reinvestment Plan for TCG BDC, Inc.⁽⁷⁾

10.3	Amended and Restated Investment Advisory Agreement, dated as of September 15, 2017, between TCG BDC, Inc. and Carlyle GMS Investment Management L.L.C., as adviser⁽⁸⁾

10.4	Custodian Agreement, dated March 21, 2012, between Carlyle GMS Finance, Inc. and State Street Bank and Trust Company, as custodian⁽⁹⁾

10.5	Administration Agreement, dated as of April 3, 2013 by and between Carlyle GMS Finance, Inc. and Carlyle GMS Finance Administration L.L.C., as administrator⁽¹⁰⁾

10.6	Form of Indemnification Agreement⁽¹¹⁾

10.7	Loan and Servicing Agreement, dated as of May 24, 2013, among Carlyle GMS Finance SPV LLC, as borrower, Carlyle GMS Finance, Inc., as servicer and transferor, each of the Conduit Lenders, Liquidity Banks, Lender Agent and Institutional Lenders party thereto, Citibank, N.A. as collateral and administrative agent, Wells Fargo Bank, National Association, as account bank, backup servicer and collateral administrator, and Citibank, N.A. and Suntrust Robinson Humphrey, Inc., as joint lead arrangers⁽¹²⁾

10.8	Senior Secured Revolving Credit Agreement, dated as of March 21, 2014, among Carlyle GMS Finance, Inc., as borrower, the Lenders party thereto, Suntrust Bank, as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent⁽¹³⁾



10.9	First Amendment to the Loan and Servicing Agreement, dated as of June 30, 2014, among Carlyle GMS Finance SPV LLC, as borrower, Carlyle GMS Finance, Inc., as servicer and transferor, each of the Conduit Lenders, Liquidity Banks, Lender Agent and Institutional Lenders party thereto, Citibank, N.A. as collateral and administrative agent, Wells Fargo Bank, National Association, as account bank, backup servicer and collateral administrator, and Citibank, N.A. and Suntrust Robinson Humphrey, Inc., as joint lead arrangers⁽¹⁴⁾

10.10	Omnibus Amendment No. 1, dated as of January 8, 2015, among Carlyle GMS Finance, Inc., as borrower, the Lenders party thereto, Suntrust Bank, as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent⁽¹⁵⁾

10.11	Omnibus Amendment No. 2, dated as of May 25, 2016, among Carlyle GMS Finance, Inc., as borrower, the Lenders party thereto, Suntrust Bank, as existing administrative agent, and HSBC Bank USA, N.A., as successor administrative agent⁽¹⁶⁾

10.12	Second Amendment to the Loan and Servicing Agreement, dated as of June 19, 2015, among Carlyle GMS Finance SPV LLC, as borrower, Carlyle GMS Finance, Inc., as servicer and transferor, each of the Conduit Lenders, Liquidity Banks, Lender Agent and Institutional Lenders party thereto, Citibank, N.A. as collateral and administrative agent, Wells Fargo Bank, National Association, as account bank, backup servicer and collateral administrator, and Citibank, N.A. and Suntrust Robinson Humphrey, Inc., as joint lead arrangers⁽¹⁷⁾

10.13	Collateral Management Agreement, dated as of June 26, 2015, by and between Carlyle GMS Finance MM CLO 2015-1 LLC, as issuer, and Carlyle GMS Investment Management L.L.C., as collateral manager⁽¹⁸⁾

10.14	Contribution Agreement, dated as of June 26, 2015, by and between Carlyle GMS Finance, Inc., as the contributor, and Carlyle GMS Finance MM CLO 2015-1 LLC, as the contributee⁽¹⁹⁾

10.15	Third Amendment to the Loan and Servicing Agreement, dated as of June 9, 2016, among Carlyle GMS Finance SPV LLC, as borrower, Carlyle GMS Finance, Inc., as servicer and transferor, each of the Conduit Lenders, Liquidity Banks, Lender Agent and Institutional Lenders party thereto, Citibank, N.A. as collateral and administrative agent, Wells Fargo Bank, National Association, as account bank, backup servicer and collateral administrator, and Citibank, N.A., as lead arranger⁽²⁰⁾

10.16	Omnibus Amendment No. 3, dated as of March 22, 2017, among TCG BDC, Inc., as borrower, the Lenders party thereto and HSBC Bank USA, N.A, as administrative agent and collateral agent⁽²¹⁾

10.17	Fourth Amendment to the Loan and Servicing Agreement, dated as of May 26, 2017, among TCG BDC SPV LLC, as borrower, TCG BDC, Inc., as servicer and transferor, each of the Conduit Lenders, Liquidity Banks, Lender Agents and Institutional Lenders party thereto, Citibank, N.A. as collateral and administrative agent, Wells Fargo Bank, National Association, as account bank, backup servicer and collateral administrator, and Citibank, N.A., as lead arranger⁽²²⁾

10.18	Second Amended and Restated Limited Liability Company Agreement, dated as of June 24, 2016, between Carlyle GMS Finance, Inc. and Credit Partners USA LLC, as members⁽²³⁾

10.19	Agreement and Plan of Merger, dated as of May 3, 2017, between TCG BDC, Inc. and NF Investment Corp.⁽²⁴⁾

10.20	Code of Ethics for TCG BDC, Inc.⁽²⁵⁾

10.21	Code of Ethics for Carlyle GMS Investment Management L.L.C.⁽²⁶⁾

11.1	Computation of Per Share Earnings (included in the notes to the audited consolidated financial statements in this Form 10-K)

21.1	List of Subsidiaries⁽²⁷⁾

31.1	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*

31.2	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

32.1	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*



99.1	Consolidated Financial Statements of Middle Market Credit Fund, LLC for the year ended December 31, 2017 and the period from May 11, 2016 (commencement of operations) to December 31, 2016⁽²⁸⁾


*	Filed herewith.


(1)	Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899)


(2)	Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K filed by the Company on March 22, 2017 (File No. 000-54899)


(3)	Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899)


(4)	Incorporated by reference to Exhibit 3.4 to the Company’s Form 10-K filed by the Company on March 22, 2017 (File No. 000-54899)


(5)	Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899)


(6)	Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed by the Company on August 12, 2015 (File No. 814-00995)


(7)	Incorporated by reference to Exhibit (e)(1) to the Company’s Form N-2 filed by the Company on June 5, 2017 (File No. 333-218114)


(7)	Incorporated by reference to Exhibit (e)(2) to the Company’s Form N-2 filed by the Company on June 5, 2017 (File No. 333-218114)


(8)	Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed by the Company on September 20, 2017 (File No. 814-00995)


(9)	Incorporated by reference to Exhibit (j) to the Company’s Registration Statement on Form N-2 filed by the Company on May 19, 2017 (File No. 333-218114)


(10)	Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899)


(11)	Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-12G/A filed by the Company on April 11, 2013 (File No. 000-54899)


(12)	Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on July 31, 2013 (File No. 814-00995)


(13)	Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on May 9, 2014 (File No. 814-00995)


(14)	Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on August 13, 2014 (File No. 814-00995)


(15)	Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K filed by the Company on March 27, 2015 (File No. 814-00995)


(16)	Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on August 8, 2016 (File No. 814-00995)


(17)	Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on August 12, 2015 (File No. 814-00995)


(18)	Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed by the Company on August 12, 2015 (File No. 814-00995)


(19)	Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed by the Company on August 12, 2015 (File No. 814-00995)


(20)	Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed by the Company on August 8, 2016 (File No. 814-00995)


(21)	Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on May 10, 2017 (File No. 814-00995)


(22)	Incorporated by reference to Exhibit (k)(13) to the Company’s Form N-2 filed by the Company on June 5, 2017 (File No. 333-218114)


(23)	Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed by the Company on November 10, 2016 (File No. 814-00995)


(24)	Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed by the Company on May 9, 2017 (File No. 814-00995)


(25)	Incorporated by reference to Exhibit (r)(1) to the Company’s Form N-2 filed by the Company on June 8, 2017 (File No. 333-218114)


(26)	Incorporated by reference to Exhibit (r)(2) to the Company’s Form N-2 filed by the Company on June 8, 2017 (File No. 333-218114)


(27)	Incorporated by reference to Exhibit 21.1 to the Company's Form 10-12G filed by the Company on February 11, 2013 (File No. 000-54899)


(28)	Incorporated by reference to Exhibit 99.1 to the Company's Form 10-K filed by the Company on February 27, 2018 (File No. 814-00995)

Separate financial statements of subsidiaries not consolidated:

Consolidated Financial Statements of Middle Market Credit Fund, LLC for the year ended December 31, 2017 and the period from May 11, 2016 (commencement of operations) to December 31, 2016 were filed as Exhibit 99.1 to the Company's Form 10-K filed by the Company on February 27, 2018.

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.



	TCG BDC, INC.

Dated: March 16, 2018	By	/s/ Thomas M. Hennigan
		Thomas M. Hennigan
		Chief Financial Officer (principal financial officer)

Exhibit

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

CERTIFICATION

I, Michael A. Hart, certify that:


1.	I have reviewed this annual report on Form 10-K/A of TCG BDC, 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 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 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: March 16, 2018

/s/ Michael A. Hart

Michael A. Hart

Chief Executive Officer

(Principal Executive Officer)

Exhibit

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

CERTIFICATION

I, Thomas M. Hennigan, certify that:


1.	I have reviewed this annual report on Form 10-K/A of TCG BDC, 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 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 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: March 16, 2018

/s/ Thomas M. Hennigan

Thomas M. Hennigan

Chief Financial Officer

(Principal Financial Officer)

Exhibit

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER, SECTION 906

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael A. Hart, the Chief Executive Officer (Principal Executive Officer) of TCG BDC, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


•	the Form 10-K/A of the Company for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K/A”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and


•	the information contained in the Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 16, 2018

/s/ Michael A. Hart

Michael A. Hart

Chief Executive Officer

(Principal Executive Officer)


*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Exhibit

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER, SECTION 906

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas M. Hennigan, the Chief Financial Officer (Principal Financial Officer) of TCG BDC, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


•	the Form 10-K/A of the Company for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K/A”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and


•	the information contained in the Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 16, 2018

/s/ Thomas M. Hennigan

Thomas M. Hennigan

Chief Financial Officer

(Principal Financial Officer)


*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.